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: September 4, 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
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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)
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Item 5. OTHER EVENTS.
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On September 4, 1998, Paradigm Technology, Inc. (the "Company")
announced in a press release that it has adjourned its Annual Meeting of
Stockholders until September 10, 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.
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(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99.1 Press Release.
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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: September 4, 1998
PARADIGM TECHNOLOGY, INC.
By /s/ Emek Chukwu
-------------------------------------
Emeka Chukwu
Acting Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release.
-4-
PARADIGM TECHNOLOGY DELAYS ANNUAL MEETING AND URGES SHAREHOLDERS TO VOTE
Milpitas, CA - September 4, 1998 -- Paradigm Technology Inc. (Nasdaq:PRDM)
announced September 3, 1998 that it had convened and then adjourned its Annual
Stockholders Meeting until September 10, 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 10, 1998 at company headquarters, 694 Tasman
Drive, Milpitas, California.
Due to the current voting response Paradigm has decided to re-mail to all
unvoted shareholders a new ballot and a document similar to 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. A similar document
is being mailed to all voted and unvoted shareholders holding greater than 500
shares of stock. This will also provide voted shareholders of large blocks of
stock the opportunity to recast their vote in favor of shareholder valuation.
WE NEED ANOTHER 60,245 SHARES TO VOTE YES!
Dear Valued Stockholder:
Paradigm has adjourned its annual shareholder meeting again due to insufficient
voting to carry proposals to their conclusion. The shareholder meeting is now
scheduled to reconvene on September 10, 1998 at 3 p.m. at Paradigm's
headquarters in Milpitas. 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, and our records show that as of September 3, 1998 your
vote had not been confirmed. It is mandatory that Proposal 2 through 4 all
carry to consummate the merger.
If you have voted and have received this letter- that means that your vote has
not yet been registered. Please take a moment to call the toll free number and
re-vote your shares using the control number on the ballot. Please be advised
that if you have voted AGAINST, ABSTAINED or HAVE NOT VOTED you are in fact
casting a vote for Paradigm's probable liquidation. Fellow shareholders, we are
so close that it would be tragic if all shareholder value was lost due to a lack
of approximately 3.4% of the outstanding shares. We have approximately 62% of
the total share vote cast on the merger proposals, and we need a total of about
60,245 additional votes FOR the proposals to carry the merger favorably.
I am once again writing to you to ask that, regardless of the number of shares
you own:
- - 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.
For the past several weeks the remaining Paradigm employees and I have been
attempting to contact those of you who permitted your addresses to be provided
by your Brokers. Those calls are being performed because our people are
sincerely attempting to work on your behalf to save shareholder value. If any
of you are having difficulty in understanding the complicated proxy, or need an
opportunity to speak with me directly I may be reached at my direct dial of 408-
546-1116, or alternatively I am available at my personal cellular number of 408-
921-8522. I urge you to contact me with any concerns that you may have about
Paradigm or the merger. I will do my best to respond to each of you in an
effective fashion.
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. Because of timing issues it is urgent you vote
your proxy regardless of when you receive the mailing, even if it is after the
September 10th adjournment date. 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,
/s/ Richard M. Morley
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.
