SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 26, 1998
PARADIGM TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26124 770140882-5
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
694 TASMAN DRIVE, MILPITAS, CA 95035
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(Address of principal executive offices) (Zip Code)
(408) 954-0500
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(Registrant's telephone number,
including area code)
-1-
<PAGE>
Item 5. OTHER EVENTS.
On August 26, 1998, Paradigm Technology, Inc. (the "Company")
announced in a press release that it has adjourned its Annual Meeting of
Stockholders until September 3, 1998 at 3:00 p.m. Eastern Daylight Time.
Included in the press release is a letter the Company intends to mail to
stockholders. A copy of the Company's press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference
herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99.1 Press Release.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 26, 1998
PARADIGM TECHNOLOGY, INC.
By /s/ Emeka Chukwu
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Emeka Chukwu
Acting Chief Financial Officer
-3-
<PAGE>
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release.
-4-
PARADIGM TECHNOLOGY MAILS SOLICITATION MATERIAL TO SHAREHOLDERS AND URGES THEM
TO VOTE IN FAVOR OF THE PROPOSALS- EVERY VOTE COUNTS URGENTLY!
Milpitas, CA - August 26, 1998 -- Paradigm Technology Inc. (Nasdaq:PRDM)
announced August 25, 1998 that it had convened and then adjourned its Annual
Stockholders Meeting until September 3, 1998 to allow time to receive sufficient
stockholder votes on the proposals relating to the merger agreement with IXYS
Corporation. The adjourned meeting will be reconvened at 3:00 p.m. Pacific
Daylight Time on September 3, 1998 at company headquarters, 694 Tasman Drive,
Milpitas, California.
Due to the current voting response Paradigm has decided to re-mail to all
shareholders a new ballot and the following document. This will permit any
shareholder who misunderstood the urgency of the situation an opportunity to
recast their vote to retain shareholder value. The exact text of the letter
mailed to all shareholders follows.
PLEASE VOTE, IT COUNTS URGENTLY!
Dear Valued Stockholder:
You are receiving this letter, and another proxy card, because you are the owner
of record of Paradigm Technology common stock as of June 19,1998. Management
urges you to vote FOR the matters even if you have sold your shares since June
19, 1998. Proposals 2-4 must carry a majority of the outstanding shares to
consummate the merger!
You may have already voted your shares FOR the Paradigm and IXYS merger. If you
have voted FOR all of the merger proposals we thank you, and no further action
is required.
If you have voted AGAINST or ABSTAINED on any of those proposals or if you HAVE
NOT VOTED you are in fact casting a vote for Paradigm's probable liquidation.
There are no alternative deals on the table, and the only effective alternative
to the IXYS merger for Paradigm is to liquidate. In liquidation the Company
believes common shareholder value will drop to zero.
We have approximately 54% of the vote cast on the merger proposals, and we need
a total of about 249,000 additional votes FOR the proposals to carry the merger.
I am writing to you to ask you
- - If you haven't voted, please take the time to do so FOR the proposals in order
to save any shareholder value.
- - If you voted against, or abstained- please rethink your vote and recast your
vote FOR the proposals.
We've had to adjourn the shareholder meeting today for the third and final time
due to insufficient voting. The shareholder meeting is now scheduled to
reconvene on September 3,1998 at 3 p.m. at Paradigm's headquarters in Milpitas.
To save you time and effort we are offering a convenient way to vote your shares
by phone or by the Internet if your broker permits. Simply call the toll-free
number on the top of the voting form or alternatively, please sign and date the
card and mail it back today. Your vote counts. I sincerely hope this
communication clearly conveys Paradigm's position on the merger, and perhaps
makes a very confusing situation clearer.
Urgently,
Richard M. Morley
Acting President and CEO
A copy of the written Joint Proxy Statement/Prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended,
may be obtained from Paradigm by written request to Richard Morley, 694
Tasman Drive, Milpitas, Calif. 95035.
With headquarters in Milpitas, Paradigm Technology designs and markets
high-speed, high-density SRAM semiconductor devices to meet the needs of
advanced telecommunications, networking, workstations, high-performance
PCs, advanced modems and complex military/aerospace applications.
Paradigm focuses on high-performance, sub-10ns SRAMs where its
technology and product-design leadership in high-speed and high-density
semiconductors can best be utilized. Paradigm can be reached on the
World Wide Web at www.prdm.com.
There can be no assurances that the transaction described above will be
completed since it is subject to a number of contingencies. Paradigm
undertakes no obligation to publicly release updates or revisions of
these statements.
When used herein, words such as "estimate," "project," "intend,"
"expect" and similar expressions are used to identify forward-looking
statements.
Except for historical information contained herein, the matters set
forth in this news release are forward-looking statements that are
subject to risks and uncertainties, including the impact of competitive
products and pricing, the timely development and market acceptance of
new products and upgrades to existing products, availability and cost of
products from suppliers, industrywide shifts in supply and demand for
semiconductor products, government actions and other risks detailed from
time to time in Paradigm's SEC reports and filings.
