Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
PARADIGM TECHNOLOGY, INC.
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
____________________________________________________________________
2) Aggregate number of securities to which transaction applies:
____________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
____________________________________________________________________
4) Proposed maximum aggregate value of transaction:
____________________________________________________________________
5) Total fee paid:
____________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
____________________________________________________________________
2) Form, Schedule or Registration Statement No.:
____________________________________________________________________
3) Filing Party:
____________________________________________________________________
4) Date Filed:
____________________________________________________________________
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PARADIGM TECHNOLOGY, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
FRIDAY, AUGUST 15, 1997
TO OUR STOCKHOLDERS:
A Special Meeting of Stockholders of Paradigm Technology, Inc. (the
"Company") will be held at 694 Tasman Drive, Milpitas, California 95035, on
Friday, August 15, 1997 at 10:00 a.m. for the purpose of considering and acting
upon the following proposals:
(1) Approval to increase the number of shares of Common Stock issuable
upon conversion of 5% Series A Convertible Redeemable Preferred Stock;
(2) Approval of a proposed transaction to sell Preferred Stock which
might result in the issuance of more than 20% of the Company's outstanding
Common Stock, on an as-converted basis; and
(3) To transact such other business as may properly come before the
meeting or any postponement or adjournment thereof.
These items are discussed in the following pages which are made part of
this Notice. Only stockholders of record as of the close of business on June 19,
1997 will be entitled to vote at the Special Meeting and at any postponements or
adjournments thereof. A list of stockholders entitled to vote will be available
at 694 Tasman Drive, Milpitas, California 95035 for ten days prior to the
Special Meeting.
By Order of the Board of Directors
MICHAEL GULETT
President, Chief Executive Officer and Secretary
Milpitas, California
July 8, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE ACCOMPANYING
PROXY CARD IN THE ENCLOSED ENVELOPE.
<PAGE>
PARADIGM TECHNOLOGY, INC.
694 TASMAN DRIVE
MILPITAS, CA 95035
(408) 954-0500
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PROXY STATEMENT
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SPECIAL MEETING OF STOCKHOLDERS
FRIDAY, AUGUST 15, 1997
The enclosed proxy is solicited by the Board of Directors (the "Board") of
Paradigm Technology, Inc., a Delaware corporation (the "Company") for use at the
Special Meeting of Stockholders of the Company to be held on Friday, August 15,
1997 at 10:00 a.m. at the principal executive offices of the Company located at
694 Tasman Drive, Milpitas, California 95035, and at any postponement or
adjournment thereof, for the purposes set forth in the attached Notice. This
Proxy Statement and the accompanying form of proxy are being mailed to
stockholders on or about July 8, 1997.
VOTING RIGHTS
Each holder of Common Stock is entitled to one vote for each share held as
of the record date. For action to be taken at the Special Meeting, a majority of
the shares entitled to vote must be represented at the meeting in person or by
proxy. The affirmative vote of a majority of the shares voting and a majority of
the required quorum is the minimum approval necessary and is required to approve
the increase of the number of shares of Common Stock issuable upon conversion of
the 5% Series A Convertible Redeemable Preferred Stock and to approve a proposed
transaction to sell Preferred Stock which might result in the issuance in excess
of 20% of the outstanding Common Stock of the Company, on an as-converted basis.
Because abstentions with respect to any matter are treated as shares present or
represented and entitled to vote for the purposes of determining whether that
matter has been approved by stockholders, abstentions have the same effect as
negative votes. Broker non- votes and shares as to which proxy authority has
been withheld with respect to any matter are not deemed to be present or
represented for purposes of determining whether stockholder approval of that
matter has been obtained.
PROXIES
Stockholders of record of the Company as of the close of business on June
19, 1997 have the right to receive notice of and to vote at the Special Meeting.
As of the close of business on June 19, 1997, the Company had 8,109,009 shares
of Common Stock outstanding held by 258 stockholders of record.
When proxies are properly dated, executed and returned, the shares they
represent will be voted at the Special Meeting in accordance with the
instructions of the stockholder. If no specific instructions are given, the
shares will be voted FOR approval to increase the number of shares of common
issuable upon conversion of the 5% Series A Convertible Redeemable Preferred
Stock and FOR approval of a proposed transaction to sell Preferred Stock which
might result in the issuance of more than 20% of the outstanding Common Stock of
the Company, on an as-converted basis.
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke it at any time before its exercise by (i) filing with the
Secretary of the Company a signed written statement revoking his or her proxy or
(ii) submitting an executed proxy bearing a date later than that of the proxy
being revoked. A proxy may also be revoked by attendance at the Special Meeting
and the election to vote in person. Attendance at the Special Meeting will not
by itself constitute the revocation of a proxy.
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ATMEL RELATIONSHIP
On April 28, 1995, pursuant to certain agreements with certain of the
Company's stockholders, Atmel Corporation ("Atmel") acquired 425,000 shares of
Common Stock from the Company, 300,000 shares of Common Stock from certain
stockholders of the Company, and 128,050 shares of Common Stock from the
Company's equipment lessors, all of which shares were purchased at a price of
$8.00 per share. Atmel also acquired from ACMA Limited ("ACMA") certain warrants
to purchase 175,000 shares of Common Stock of the Company at an exercise price
of $1.00 per share, for a purchase price of $7.00 per share subject to the
warrants. In connection with these transactions, the Company entered into an
agreement with Atmel (the "Stock Purchase Agreement") pursuant to which Atmel
agreed to certain transfer restrictions for a period of three years. Atmel also
agreed to certain standstill provisions, including an agreement not to increase
its beneficial ownership above 19.9% of the voting power of the Company on a
fully diluted basis for a period of five years from the date of the Stock
Purchase Agreement. The foregoing restrictions terminate on the date on which a
person or entity acquires more than 50% of the voting power of the Company. In
addition, Atmel agreed that, for a period of ten years from the date of the
Stock Purchase Agreement, it will vote its shares of Common Stock of the Company
in proportion to the votes cast by the other stockholders of the Company, except
with respect to certain material events. The voting and standstill restrictions
terminate at such time as Atmel beneficially owns less than 5% of the Common
Stock of the Company. In connection with its acquisition of capital stock of the
Company, Atmel became a party to the Registration Rights Agreement which
provides Atmel with certain rights to register its shares of Common Stock of the
Company. On April 28, 1995, Atmel also entered into a Licensing and
Manufacturing Agreement with the Company.
BENTLEY, HALL, VON GEHR INTERNATIONAL
James Kochman, a director of the Company, is a partner of Bentley, Hall,
Von Gehr International ("Von Gehr"), an investment banking firm which performed
investment banking services for the Company during the 12 months ended December
31, 1996. Such services related to, among other things, the Company's
acquisition of NewLogic and the sale of the Company's wafer fabrication facility
to Orbit Semiconductor. Compensation to Von Gehr during 1996 exceed 5% of the
Von Gehr's consolidated gross revenues for its most recent fiscal year. Von Gehr
may also perform investment banking services for the Company from time to time
in the future.
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<PAGE>
PROPOSAL NUMBER 1
APPROVAL TO INCREASE THE NUMBER OF SHARES ISSUABLE UPON
CONVERSION OF SERIES A PREFERRED STOCK
On January 23, 1997 the Company sold a total of 200 shares of 5% Series A
Convertible Redeemable Preferred Stock (the "Series A Preferred Stock") at a
price of $10,000 per shares. The rights, preferences and privileges of the
Preferred Stock are set forth in a Certificate of Designations, Preferences,
Rights and Limitation of 5% of Series A Convertible Redeemable Preferred Stock
(the "Certificate"), as filed with the Delaware Secretary of state.
CONVERSIONS RIGHTS
The Series A Preferred Stock has a liquidation preference of $10,000 per
share and bears cumulative dividends at a rate of five percent (5%) per share
per annum. Such dividends are payable only in shares of Series A Preferred Stock
and only immediately prior to the conversion of the Series A Preferred Stock
into Common Stock of the Company (the "Common Stock"). The Series A Preferred
Stock is convertible at the option of the holder into shares of Common Stock at
any time. Each share of Series A Preferred Stock is convertible into that number
of shares of Common Stock at is determined by dividing (i) the sum of (a)
$10,000 plus (b) the amount of all accrued but unpaid or accumulated dividends
on the share of Series A Preferred Stock being so converted by (ii) the
Conversion Price in effect at the time of conversion. The "Conversion Price" of
the Series A Preferred Stock is equal to the lower of (i) $2.25 or (a) 82% of
the average closing bid price of a share of Common Stock as quoted on the Nasdaq
National Market over the five consecutive trading days immediately preceding the
date of the conversion notice delivered to the Company.
If not sooner converted, all outstanding shares of Series A Preferred Stock
are subject to automatic conversion on the earlier of (i) January 23, 1999, (ii)
October 30, 1997 or (iii) immediately prior to the consummation of the
acquisition of the Company pursuant to a merger or consolidation or the sale of
substantially all of the assets of the Company. Except in connection with such
automatic conversion, in no event will a holder of Series A Preferred Stock be
entitled to convert any shares of Series A Preferred Stock in excess of that
number of shares upon conversion of which the sum of (i) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates (other than
shares of Common Stock which may be deemed beneficially owned through the
ownership of the unconverted portion of the Series A Preferred Stock), and (ii)
the number of shares Common Stock issuable upon the conversion of the shares of
the Series A Preferred Stock that would result in beneficial ownership by the
Holder or its affiliates of more than 4.9% of the outstanding shares of Common
Stock.
Under no circumstances may more than 1,448,631 shares of Common Stock be
issued upon conversion of the Series A Preferred Stock or for dividends, unless
the Company's stockholders vote to increase that number or Nasdaq waives
provisions of Rule 4460(i)(1)(D).
To date, 70 shares of Series A Preferred Stock have been converted into
840,973 shares of Common Stock of the Company. As of June 19, 1997, the Series A
Preferred Stock conversion price was $.96990625 per share. But for the
limitation set forth in the Certificate on the number of shares of Common Stock
issuable upon conversion of the Series A Preferred Stock, the remaining
unconverted shares of Series A Preferred Stock would have been convertible into
an additional 1,367,326 shares of Common Stock.
REDEMPTION RIGHTS
If the Company is unable to convert the Series A Preferred Stock into
Common Stock and is required to redeem Series A Preferred Stock, as soon as
practicable after 75 days of seeking stockholder approval and not obtaining it,
but no later than 20 days following notice of redemption, the Company must (i)
issue the greatest number of shares up to 1,448,631 shares of Common Stock to
the holder or holders of Series A Preferred Stock who have requested conversion,
and will (ii) redeem, out of funds legally available therefor, all of the Series
A Preferred Stock that remain after such conversion at a price per share of
Series A Preferred Stock equal to $12,190
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<PAGE>
(subject to adjustment) plus an amount equal to all dividends, if any, accrued
but unpaid on such shares as of the earlier of the date fixed for redemption or
the maturity date.
NASDAQ RULE
Rule 4460 of the Nasdaq Stock Market, which is applicable to the Company
because the Company's shares of Common Stock are presently Nasdaq National
Market Securities, sets forth the corporate governance standards for Nasdaq
National Market Securities. Section (i) of Rule 4460 (formerly referred to as
Section 6(i) of Part II of Schedule D of the National Association of Securities
Dealers, Inc. Bylaws) provides:
(1) Each NNM [Nasdaq National Market] issuer shall require shareholder
approval of a plan or arrangement under subparagraph (A) below or, prior to
the issuance of designated securities under subparagraph (B), (C) or (D)
below:
. . . (D) in connection with a transaction other than a public
offering involving:
(i) the sale or issuance by the issuer of common stock (or
securities convertible into or exercisable for common stock) at a
price less than the greater of book or market value which
together with sale by officers, directors or substantial
shareholders of the company equals 20% or more of common stock or
20% or more of the voting power outstanding before the issuance;
or
(ii) the sale or issuance by the company of common stock (or
securities convertible into or exercisable for common stock)
equal to 20% or more of the common stock or 20% or more of the
voting power outstanding before the issuance for less than the
greater of book or market value of the stock.
(2) Exceptions may be made upon application to the Association when:
(A) the delay in securing stockholder approval would seriously
jeopardize the financial viability of the enterprise; and
(B) reliance by the company on this exception is expressly
approved by the Audit Committee of the Board or a comparable body.
A company relying on this exception must mail to all shareholders not
later than ten days before issuance of the securities a letter
alerting them to its omission to seek the shareholder approval that
would otherwise be required and indicating that the Audit Committee of
the Board or a comparable body has expressly approved the exception.
Section (6) of the Certificate provides that the limit of 1,448,631 shares
will no longer be applicable if the Company obtains the approval of its
stockholders for the issuance of shares of Common Stock in excess of 1,448,631
shares upon conversion of the Series A Preferred Stock and such approval is
permitted under the Nasdaq Rule described above. In the event stockholder
approval is not obtained, the Company must redeem the excess shares of Series A
Preferred Stock as described above.
STOCKHOLDER APPROVAL
The Board of Directors of the Company desires to eliminate the 20% limit of
1,448,631 shares set forth in the Certificate. The Board believes it would be in
the best interests of the Company if the Company could issue the additional
shares of Common Stock to the Series A Preferred Stockholders rather than being
required to redeem
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<PAGE>
the Series A Preferred Stock at the required redemption price. The Board
believes this provision could result in a forced redemption at a time when the
Company might not have, and could not raise, the cash necessary to redeem the
shares of Series A Preferred Stock. The Board desires to have the ability to
retain the cash for the use of the Company for other purposes.
Under the Nasdaq Rule and the terms of the Certificate, stockholder
approval is required for the issuance of shares of Common Stock in excess of the
1,448,631 share limit. The Board hereby solicits such approval on behalf of the
Company to issue such additional shares of Common Stock as is required to permit
the Series A Preferred Stockholders to convert the Series A Preferred Stock
fully at the then relevant conversion price. The actual number of shares of
Common Stock which will be issuable upon conversion will not be determinable
until the conversion(s) take place. As of June 19, 1997 the conversion price was
$.96990625 per share making the remaining shares of Series A Preferred Stock
convertible to 1,367,326 shares of Common Stock (but for the limit). If
stockholder approval of this proposal is not obtained, a maximum of 1,448,631
shares will be issued upon the conversion of the Series A Preferred Stock and
the Company will be required to redeem the remaining shares of Series A
Preferred Stock outstanding.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the Company's Common
Stock present or represented and entitled to vote at the meeting is required to
approved the proposal to eliminate the restriction on the number of shares of
Common Stock issuable upon conversion of the Series A Preferred Stock. An
abstention from voting by a stockholder present in person or represented by
proxy at the meeting has the same effect as a vote against the matter.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL TO INCREASE THE
NUMBER OF SHARES ISSUABLE UPON CONVERSION OF SERIES A PREFERRED STOCK.
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<PAGE>
PROPOSAL NUMBER 2
APPROVAL OF A PROPOSED TRANSACTION TO ISSUE IN EXCESS
OF 20% OF THE OUTSTANDING SHARES OF
COMMON STOCK OF THE COMPANY (ON AN AS-CONVERTED BASIS)
The Company is contemplating an additional transaction pursuant to which
the Company will sell shares of Preferred Stock (the "Preferred Stock")
convertible into Common Stock. On the closing date of this proposed transaction,
the Company will sell Preferred Stock convertible into up to a maximum of 20% of
the outstanding Common Stock of the Company, on an as-converted basis. However,
if the market price of the Company's Common Stock declines after the closing of
such transaction, the Preferred Stock sold therein may become convertible
into a number of shares of Common Stock representing in excess of 20% of the
outstanding Common Stock measured as of the closing date of the proposed
transaction. At the time of the mailing of this Proxy Statement, the Company has
not entered into any contracts nor signed any engagement letters that would bind
the Company to a contract to sell Preferred Stock. Therefore, since the Company
has not entered into any agreements and because there are no certain terms of
the proposed transaction, the Company is unable to provide the stockholders with
details of the proposed transaction.
The Nasdaq Stock Market requires the approval of stockholders prior to
issuing more than 20% of the outstanding Common Stock (or securities convertible
into or exercisable for Common Stock) at a price less than the greater of book
or market value. See Proposal Number 1 of this Proxy Statement.
The Company does not need, and is therefore not seeking, stockholder
approval to enter into any transaction for the sale of Preferred Stock. The
Company is only seeking stockholder approval for any transaction that has closed
prior to the Special Meeting of Stockholders, if at such time as the Preferred
Stock may become convertible into more than 20% of the outstanding Common Stock
of the Company, stockholder approval is required. If stockholders do not approve
this proposal and should the sale of Preferred Stock result in the issuance of
more than 20% of Common Stock (on an as-converted basis) at a price less than
the greater of book or market value, the Company will need to seek stockholder
approval at a later date.
The Board hereby solicits approval on behalf of the Company to enter into a
proposed transaction to sell Preferred Stock which might result in the issuance
of more than 20% of the Common Stock of the Company (on an as-converted basis).
The Company is seeking stockholder approval at this Special Meeting to avoid
delay and additional expense in obtaining stockholder approval at a later date,
in the event such stockholder approval is later required.
The affirmative vote of the holders of a majority of the Company's Common
Stock present or represented and entitled to vote at the meeting is required to
approve the proposal to eliminate the restriction on the number of shares of
Common Stock issuable upon conversion of the Preferred Stock. An abstention from
voting by a stockholder present in person or represented by proxy at the meeting
has the same effect as a vote against the matter.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF A PROPOSED
TRANSACTION WHICH MAY RESULT IN THE ISSUANCE OF MORE THAN 20% OF THE OUTSTANDING
COMMON STOCK (ON AN AS-CONVERTED BASIS).
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<PAGE>
OTHER MATTERS
OTHER MATTERS. Management knows of no business that will be presented for
consideration at the Special Meeting other than as stated in the Notice of
Meeting. If, however, other matters are properly brought before the meeting, it
is the intention of the persons named in the accompanying form of proxy to vote
the shares represented thereby on such matters in accordance with their best
judgment.
PROXY SOLICITATION. The expense of solicitation of proxies will be borne by
the Company. In addition to solicitation of proxies by mail, certain officers,
directors and Company employees who will receive no additional compensation for
their services may solicit proxies by telephone, telegraph or personal
interview. The Company is required to request brokers and nominees who hold
stock in their name to furnish this proxy material to beneficial owners of the
stock and will reimburse such brokers and nominees for their reasonable
out-of-pocket expenses in so doing.
ANNUAL REPORT. The Company will provide a copy of its 1996 Annual Report to
Stockholders, without charge, to any stockholder who makes written request to
Michael Gulett, President, Chief Executive Officer and Secretary, Paradigm
Technology, Inc., 694 Tasman Drive, Milpitas, California 95035.
By Order of the Board of Directors
MICHAEL GULETT
President, Chief Executive Officer and Secretary
Milpitas, California
July 8, 1997
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