Paradigm Technology Sends Out Shareholder Vote Request.MILPITAS, Calif.--(BUSINESS WIRE)--Aug. 21, 1998--Paradigm Technology Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :PRDM) announced that it has released the following information to shareholders of record on June 19, 1998 holding more than 25 shares of common stock who have not yet voted their ballot on the pending merger between Paradigm and IXYS. The text of this release follows: Please read this before discarding!! Dear Valued Shareholder: You are receiving this letter, and another proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. , because you are shown as the owner of record owner of record See holder of record. of Paradigm Technology common stock June 19, 1998. Our records show that as of Aug. 17, 1998 your vote had not yet been cast or confirmed on the pending merger between Paradigm and IXYS. Only the holders of common stock of Paradigm on June 19, 1998 are eligible to vote on the issue of the merger with IXYS Corp. Regardless of the number of preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. held by the preferred shareholders- they cannot vote those shares unless they had converted to common stock prior to that date. Even if you have since sold your shares, we still need your vote and ask that you take the time to vote for all the items on the ballot. Your vote on this merger counts and voting is the only way to retain any shareholder value. Brokers hold about 93% of Paradigm's stock in street name. This means that reaching everyone and assuring that the absolute majority is reached on the change of control propositions on the merger will be very difficult. Since this letter has actually reached you, a shareholder of record, please take the time to read this note and to vote your shares. You may be aware that we've had to adjourn adjourn v. the final closing of a meeting, such as a convention, a meeting of the board of directors, or any official gathering. It should not be confused with a recess, meaning the meeting will break and then continue at a later time. (See: recess, session) the shareholder meeting twice due to insufficient voting. The shareholder meeting is now scheduled to reconvene reconvene Verb to gather together again after an interval: we reconvene tomorrow Verb 1. reconvene - meet again; "The bill will be considered when the Legislature reconvenes next Fall" on Aug. 25, 1998 at Paradigm's headquarters in Milpitas. Since it is unlikely that we will achieve the absolute majority by that date -- please vote your shares regardless of the date you receive this letter. We will have the option to adjourn the meeting once again if insufficient votes are received. The original proxy document was very complex and long. Simply put, the critical issues in front of you are: -0-
-- Issue sufficient Paradigm shares to IXYS shareholders as part of
the merger agreement (proposals 1 and 3). Paradigm will issue
shares to IXYS resulting in a valuation of one hundred and fifty
million dollars based on the 10 day closing average fixed on July
31, 1998 of approximately $0.834 cents per share.
-- Implement a reverse split which is necessary to keep the price of
the stock in the listable range, so that the combined company may
be listed on NASDAQ, which is a necessary condition of the merger
(proposal 2).
-- There has been a great deal of concern on this reverse split
based on the market response to the previous reverse split in
May. That split was necessary to maintain our listing within the
criteria of the NASDAQ small cap. Maintaining that listing is a
necessary part of the merger.
-- Once the merger is consummated the name of the company will be
changed from Paradigm to IXYS (proposal 4).
-0- There are good reasons for both Paradigm and IXYS to consummate To carry into completion; to fulfill; to accomplish. A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife. this merger relative to growing the business for both companies. From Paradigm's side, as clearly stated in the Registration Statement on Form S4 filed and deemed effective (and originally mailed to each shareholder of record), on page 19, regarding the risks relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the business of Paradigm: "Paradigm's recent operations have consumed substantial amounts of cash and have generated net losses. Paradigm believes that it will require additional cash infusions... There can be no assurance that additional financing... will be on terms acceptable to Paradigm." On page 102-103 covering alternatives: "Paradigm's independent accountant's opinion Accountant's Opinion A statement signed by an independent accountant outlining his or her opinion regarding the quality of information contained in a company's financial reports and records. Notes: An accountant's opinion statement can either be qualified or unqualified. on Paradigm's Dec. 31, 1997 financial statements includes an explanatory paragraph indicating that these matters raise a substantial doubt about Paradigm's ability to continue as a growing concern. "Management's plans for Paradigm's continued existence is to consummate the pending merger with IXYS Corporation." The merger is in fact the only alternative that is open to retain any shareholder value. If the merger with IXYS does not occur Paradigm will have little effective recourse other than liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. A type of proceeding pursuant to federal Bankruptcy . 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 that this communication clearly conveys Paradigm's position on the merger, and perhaps makes a very confusing con·fuse v. con·fused, con·fus·ing, con·fus·es v.tr. 1. a. To cause to be unable to think with clarity or act with intelligence or understanding; throw off. b. situation clearer. Urgently, Richard M. Morley Acting President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. On July 8, 1998, Paradigm announced that the registration statement on Form S-4 filed in connection with its pending merger with IXYS Corp. was declared effective by the Securities and Exchange Commission. The registration statement registers the Paradigm securities to be issued in connection with the pending merger, which represents a new financing. On March 9, 1998, Paradigm announced it had signed a merger agreement with IXYS. It is currently anticipated that the merger will be consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. in early August 1998. 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 Richard Ashley John Morley is an English author. Biography Morley was born in 1980 in Bath, England. Growing up in Bath and Dorchester he travelled around Australia, New Zealand, Thailand and Japan alone for a year at the age of 18. , 694 Tasman Drive, Milpitas, Calif. 95035. With headquarters in Milpitas, Paradigm Technology designs and markets high-speed, high-density SRAM See static RAM. SRAM - static random-access memory 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 forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . 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 in·dus·try·wide adv. & adj. Throughout an entire industry: sales that have decreased industrywide; industrywide cooperation. 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.
CONTACT: Paradigm Technology Inc., Milpitas
Richard Morley, 408/954-0500
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