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: March 9, 1998
PARADIGM TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26124 770140882-5
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
694 Tasman Drive, Milpitas, CA 95035
(Address of principal executive offices) (Zip Code)
(408) 954-0500
(Registrant's telephone number,
including area code)
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Item 5. Other Events.
Paradigm Technology, Inc. announced the signing of a definitive
merger agreement with IXYS Corporation, a developer, manufacturer, and marketer
of power semiconductors, power modules and ICs for the global power market, in a
press release dated March 6, 1998. The agreement has been approved by the
directors of both companies and the transaction is expected to close in the
second quarter of 1998, pending regulatory and stockholder approvals. The press
release is attached hereto as Exhibit 99.1, and is incorporated by reference and
made a part of this Current Report on Form 8-K.
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, dated March 9, 1998.
<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: March 9, 1998
PARADIGM TECHNOLOGY, INC.
By /s/ David G. Campbell
David G. Campbell
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated March 9, 1998.
<PAGE>
Exhibit 99.1
Paradigm Technology and IXYS Corporation Agree to Merge
MILPITAS, Calif.--(BUSINESS WIRE)--March 9, 1998--Paradigm Technology, Inc.
(Nasdaq:PRDM) and IXYS Corporation of Santa Clara, Calif. today announced the
signing of a definitive merger agreement.
"This merger creates a new company with solid financial assets and a broad
semiconductor product line, ranging from high voltage power semiconductor
devices and power modules to high performance memories. We will have the
resources to make the appropriate investments in R&D allowing us to continue
leading edge SRAM development," stated Michael Gulett, Paradigm's president and
CEO.
The exchange ratio in the merger for the IXYS equity securities will be the
greater of the two ratios. The first ratio provides that upon the merger the
holders of equity securities of IXYS hold 95% of the fully diluted
capitalization of the combined company and that the holders of equity securities
of Paradigm will hold 5% of the fully diluted capitalization of the combined
company. (As used herein, fully diluted capitalization means the sum of the
number of shares of common stock outstanding and issuable upon exercise or
conversion of all outstanding preferred stock, warrants, options and other
rights.) The second ratio provides that the value associated with the fully
diluted capitalization of IXYS, at the time of the consummation of the Merger,
be at least $150 million, based upon an average of the closing prices of
Paradigm Common Stock prior to the Paradigm stockholders meeting.
Subject to the approval of both companies' stockholders as well as regulatory
clearance and other customary closing conditions, this transaction is expected
to be completed in the second quarter of 1998.
IXYS Corporation, headquartered in Santa Clara, Calif., develops, manufactures,
and markets a broad spectrum of power semiconductors, power modules and ICs for
the global power market. In 1989, IXYS acquired the ABB Power Semiconductor
Operation in Lampertheim, Germany. Now called IXYS Semiconductor GmbH, this
division has over 30 years experience serving the power market with bipolar
power products. IXYS offers a broad line of power semiconductors, including
power MOSFETs, IGBTs, FRED and schottky diodes, bipolar power modules, power
interface ICs, and DCB substrates. With respect to its fiscal year ended March
31, 1997, IXYS Corporation reported revenues of $55,322,000, operating income of
$9,199,000 and net income of $4,407,000. For more information on IXYS please
visit its web site at www.ixys.com.
Headquartered in Milpitas, Calif., Paradigm Technology, Inc. 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. The Company 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.
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 press
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, industry
wide 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.
There can be no assurances that the transaction described above will be
completed since it is subject to a number of contingencies. The Company
undertakes no obligation to publicly release updates or revisions to these
statements.
CONTACT: Paradigm
Michael Gulett, 408/954-0500
or
Self & Associates
Trudy M. Self, 818/880-5437
