-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mhmvi+DB5VRx6PNGfigX9ESg5K7/AkZMWpcdLSy7357TJDaatySPlFy4pZF8jfyJ x2TgzpfkgPurVtprX5rNBg== 0001012870-98-002543.txt : 19981006 0001012870-98-002543.hdr.sgml : 19981006 ACCESSION NUMBER: 0001012870-98-002543 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981005 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARADIGM TECHNOLOGY INC /DE/ CENTRAL INDEX KEY: 0000945699 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770140882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49227 FILM NUMBER: 98720487 BUSINESS ADDRESS: STREET 1: 694 TASMAN DR CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089540500 MAIL ADDRESS: STREET 1: PARADIGN TECHNOLOGY INC STREET 2: 694 TASMAN DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZOMMER NATHAN CENTRAL INDEX KEY: 0001071349 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O IXYS CORP STREET 2: 3540 BASSET STREET CITY: SANTA CLARA STATE: CA ZIP: 95054 MAIL ADDRESS: STREET 1: C/O IXYS CORP STREET 2: 3540 BASSET STREET CITY: SANTA CLARA STATE: CA ZIP: 85054 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 IXYS Corporation (Formerly Paradigm Technology, Inc.) -------------------- (Name of Issuer) Common Stock -------------------------- (Title of Class of Securities) 46600W 10 6 -------------------- (CUSIP Number) NATHAN ZOMMER IXYS CORPORATION 3540 BASSETT STREET SANTA CLARA, CA 95054 (408) 982-0700 --------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 23, 1998 -------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. (Continued on following page(s)) Page 1 of 5 pages CUSIP No. 46600W 10 6 13D Page 2 of 5 Pages - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above Persons (Entities only) Nathan Zommer - -------------------------------------------------------------------------------- (2) Check The Appropriate Box If A Member Of A Group (a): (b): - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source Of Funds* PF - -------------------------------------------------------------------------------- (5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) - -------------------------------------------------------------------------------- (6) Citizenship Or Place Of Organization U.S. - -------------------------------------------------------------------------------- Number Of Shares (7) Sole Voting Power 3,356,188 Beneficially Owned By Each Reporting Person With (8) Shared Voting Power 0 (9) Sole Dispositive Power 3,356,188 (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned By Each Reporting Person 3,356,188 - -------------------------------------------------------------------------------- (12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares* - -------------------------------------------------------------------------------- (13) Percent Of Class Represented By Amount In Row (11) 27.9% - -------------------------------------------------------------------------------- (14) Type Of Reporting Person IN - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 2 ITEM 1. SECURITY AND ISSUER Page 3 of 5 Pages ------------------- Class of Securities: Common Stock Issuer: IXYS Corporation Principal Address: 3450 Bassett Street Santa Clara, CA 95054 ITEM 2. IDENTITY AND BACKGROUND ----------------------- (a)-(c) The undersigned, Nathan Zommer, hereby files this Schedule 13D Statement as an individual. The principal business and office address for the undersigned is 3450 Bassett Street, Santa Clara, CA 95054. The undersigned is employed as the President and Chief Executive Officer of the Issuer. (d)-(e) Not Applicable (f) The undersigned is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- The undersigned received the Common Stock of the Issuer upon conversion of shares of Common Stock of IXYS USA, Inc. through a merger. See Item 4. ITEM 4. PURPOSE OF TRANSACTION ---------------------- On September 23, 1998 IXYS Corporation (formerly Paradigm Technology, Inc.) (the "Issuer") acquired IXYS USA, Inc. through a merger. In connection with the merger, the Issuer issued .057842 shares of its Common stock for each outstanding share of Capital Stock of IXYS USA, Inc. Immediately following the merger, the Issuer changed its name to IXYS Corporation. The acquisition of the securities of the Issuer was made in connection with the merger. I reserve the right to take such action with respect to my investment in the Issuer as I may determine. Subject to applicable legal requirements, I may purchase additional shares of Common Stock from time to time in the open market or in private transactions, depending on my evaluation of the Issuer's business, prospects and financial condition, the markets for the Common Stock, other developments concerning the Issuer, other opportunities available to me, and general, economic, money and stock conditions. In addition, depending upon the factors referred to above, I may dispose of all or a portion of my shares of Common Stock at any time. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ (a) The undersigned is the beneficial owner of 3,356,188 shares of Common Stock, or approximately 27.9% the Common Stock outstanding. Of the shares beneficially owned, 3,282,127 are currently held by the undersigned and 74,061 are issuable to the undersigned upon exercise of outstanding options exercisable within 60 days. (b) The undersigned has sole power to direct the vote and/or disposition of the shares held by the undersigned. (c) On September 23, 1998, the Issuer acquired IXYS USA, Inc. through a merger. Shares of stock of IXYS USA, Inc. previously held by the undersigned and shares of stock issuable upon exercise of outstanding stock options were converted into shares of the Issuer at a rate of .057842 shares of the Issuer's Common Stock for each share of IXYS Corporation's stock held by the undersigned, resulting in the undersigned being the beneficial holder of 3,356,188 shares of the Issuer's Common Stock. (d) Not Applicable (e) Not Applicable 3 Page 4 of 5 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER ------------------------------- Except as set forth below, to the best knowledge of the undersigned, there are no contracts, understandings, arrangements, or relationships (legal or otherwise) giving the persons named in Item 2 and between such persons and any other person with respect to the securities of Issuer, including, but not limited to, transfer or voting of any of the Issuer's securities, finder's fees, joint ventures, loan or option agreement, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. The undersigned acquired shares of Common Stock of a California corporation, predecessor to IXYS USA, Inc. in exchange for a promissory note due and payable December 31, 1999, bearing interest at the rate of 5.79% per annum and in the original principal amount of $707,238.83, and such shares were pledged to the predecessor California corporation as security for such note. Such shares have successively been converted into shares of Common Stock of IXYS USA, Inc. and into shares of Common Stock of the Issuer. IXYS USA, Inc. holds such promissory note and is the pledgee under the related pledge agreement. ITEM 7. EXHIBITS -------- 7.1 Pledge Agreement by and between Nathan Zommer and IXYS Corporation, a California corporation dated November 18, 1995. 4 Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 2, 1998 By: /s/ Nathan Zommer ----------------------------------- Nathan Zommer 5 EX-7.1 2 PLEDGE AGREEMENT EXHIBIT 7.1 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement") is made as of November 18, 1995 by NATHAN ZOMMER ("Pledgor") in favor of IXYS CORPORATION, a California corporation ("Pledgee"). RECITALS A. Pledgor has concurrently herewith executed that certain Promissory Note (the "Note") in favor of Pledgee in the amount of seven hundred seven thousand two hundred thirty eight dollars and eighty three cents ($707,238.83) in payment of the purchase price of fifty four million four hundred two thousand nine hundred and eighty seven (54,402,987) shares of the Common Stock of Pledgee; and B. Pledgee is willing to accept the Note from Pledgor, but only upon the condition, among others, that Pledgor will have executed and delivered to Pledgee this Pledge Agreement and will have delivered the Collateral (as defined below) to Arnold Agbayani (the "Pledgeholder"), as agent for Pledgee. The Pledgeholder shall also serve as an escrow agent pursuant to a Joint Escrow Instructions and Pledgeholder Agreement of even date herewith among Pledgor, Pledgee and the Pledgeholder (the "Joint Escrow Instructions"). AGREEMENT Pledgor hereby agrees as follows: 1. SECURITY INTEREST. As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or otherwise) of all indebtedness of Pledgor to Pledgee created under the Note (all such indebtedness being the "Liabilities"), together with, without limitation, the prompt payment of all expenses, including, without limitation, reasonable attorneys' fees and legal expenses, incidental to the collection of the Liabilities and the enforcement or protection of Pledgee's lien in and to the collateral pledged hereunder, Pledgor hereby pledges to Pledgee, and grants to Pledgee a first priority security interest in, all of the following (collectively, the "Collateral"): (a) fifty four million four hundred two thousand nine hundred and eighty seven (54,402,987) shares of Common Stock of Pledgee represented by Certificate number C-261 (the "Pledged Shares"), and all dividends, cash, instruments, and other property or proceeds from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all voting trust certificates held by Pledgor evidencing the right to vote any Pledged Shares subject to any voting trust; and (c) all additional shares and voting trust certificates from time to time acquired by Pledgor in any manner (which additional shares will be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, cash, instruments, and other property or proceeds from time to time received, receivable, or otherwise distributed in respect of 1. or in exchange for any or all of such shares. The term "indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and Liabilities heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness may be or hereafter becomes unenforceable. 2. USE OF COLLATERAL. At any time, without notice, and at the expense of Pledgor, Pledgee in its name or in the name of its nominee or of Pledgor may, but will not be obligated to: (a) collect by legal proceedings or otherwise all dividends (except cash dividends other than liquidating dividends), interest, principal payments and other sums now or hereafter payable upon or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger or consolidation agreement, or any agreement in any wise relating to or affecting the Collateral, and in connection therewith may deposit or surrender control of the Collateral thereunder, accept other property in exchange for the Collateral and do and perform such acts and things as it may deem proper, and any money or property received in exchange for the Collateral will be applied to the indebtedness or thereafter held by it pursuant to the provisions hereof; (c) insure, process and preserve the Collateral; (d) cause the Collateral to be transferred to its name or to the name of its nominee; (e) exercise as to the Collateral all the rights, powers and remedies of an owner, except that so long as no default exists under the Note or hereunder Pledgor will retain all voting rights as to the Pledged Shares. 3. PAYMENT OF TAXES. Pledgor will pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure of Pledgor to do so, Pledgee at its option may pay any of them and will be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. 4. ACCELERATION. At the option of Pledgee and without necessity of demand or notice, all or any part of the indebtedness of Pledgor will immediately become due and payable irrespective of any agreed maturity, upon the happening of any of the following events: (a) failure to keep or perform any of the terms or provisions of this Agreement; (b) failure to pay any installment of principal or interest on the Note when due; (c) the levy of any attachment, execution or other process against the Collateral; or (d) the insolvency, commission of an act of bankruptcy, general assignment for the benefit of creditors, filing of any petition in bankruptcy or for relief under the provisions of Title 11 of the United States Code of, by, or against Pledgor. 5. FORECLOSURE. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, or upon the happening of any of the events specified in the last preceding paragraph, Pledgee may then, or at any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and 2. reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may elect, and any such sale may be made either at public or private sale at its place of business or elsewhere, or at any broker's board or securities exchange, either for cash or upon credit or for future delivery; provided, however, that if such disposition is at private sale, then the purchase price of the Collateral will be equal to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have to be registered under the Securities Act of 1933, as amended, and that the expenses of such registration are commercially unreasonable for the type and amount of collateral pledged hereunder, Pledgee and Pledgor hereby agree that such private sale will be at a purchase price mutually agreed to by Pledgee and Pledgor or, if the parties cannot agree upon a purchase price, then at a purchase price established by a majority of three independent appraisers knowledgeable of the value of the Collateral, one named by Pledgor within ten (10) days after written request by the Pledgee to do so, one named by Pledgee within such ten (10) day period, and the third named by the two appraisers so selected, with the appraisal to be rendered by such body within thirty (30) days of the appointment of the third appraiser. The cost of such appraisal, including all appraiser's fees, will be charged against the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaser. 6. APPLICATION OF SALE PROCEEDS. The proceeds of the sale of any of the Collateral and all sums received or collected by Pledgee from or on account of the Collateral will be applied by Pledgee to the payment of expenses incurred or paid by Pledgee in connection with any sale, transfer or delivery of the Collateral, to the payment of any other costs, charges, attorneys' fees or expenses mentioned herein, and to the payment of the indebtedness or any part hereof, all in such order and manner as Pledgee in its discretion may determine. Pledgee will then pay any balance to Pledgor. 3. 7. TRANSFER OF COLLATERAL. Upon the transfer of all or any part of the indebtedness Pledgee may transfer all or any part of the Collateral and will be fully discharged thereafter from all liability and responsibility with respect to the Collateral so transferred, and the transferee will be vested with all the rights and powers of Pledgee hereunder with respect to the Collateral so transferred; but with respect to any Collateral not so transferred Pledgee will retain all rights and powers hereby given. 8. RELEASE OF COLLATERAL. 8.1 PARTIAL RELEASE. Pledgee agrees that so long as no default exists under the Note or hereunder, the Pledged Shares shall, upon the request of Pledgor, be released from pledge as the indebtedness is paid. Such releases shall be at the rate of one share for each One and Three Tenths Cents ($0.013) of principal amount of indebtness paid. Release from pledge, however, shall not result in release from the provisions of the escrow instructions. 8.2 OPTIONAL RELEASE. Pledgee, or Pledgeholder at the direction of Pledgee, may at any time deliver the Collateral or any part thereof to Pledgor and the receipt of Pledgor will be a complete and full acquittance for the Collateral so delivered, and Pledgee and Pledgeholder will thereafter be discharged from any liability or responsibility therefor. 9. PRESERVATION OF RIGHTS, POWERS AND REMEDIES. Until all indebtedness will have been paid in full the power of sale and all other rights, powers and remedies granted to Pledgee hereunder will continue to exist and may be exercised by Pledgee at any time and from time to time irrespective of the fact that the indebtedness or any part thereof may have become barred by any statute of limitations, or that the personal liability of Pledgor may have ceased. The rights, powers and remedies given to Pledgee by this Agreement will be in addition to all rights, powers and remedies given to Pledgee by virtue of any statute or rule of law. Any forbearance or failure or delay by Pledgee in exercising any right, power or remedy hereunder will not be deemed to be a waiver of such right, power or remedy, and any single or partial exercise of any right, power or remedy hereunder will not preclude the further exercise thereof; and every right, power and remedy of Pledgee will continue in full force and effect until such right, power or remedy is specifically waived by an instrument in writing executed by Pledgee. 10. MISCELLANEOUS. 10.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and no party will be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein. 10.2 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns 4. any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 10.3 GOVERNING LAW. This Agreement will be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California. 10.4 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 10.5 NOTICES. Unless otherwise provided, any notice required or permitted under this Agreement will be given in writing and will be deemed effectively given upon personal delivery to the party to be notified by hand or professional courier service, by telecopy or by facsimile, one (1) day after deposit with Federal Express or other overnight delivery service, or two (2) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by five (5) days' advance written notice to the other parties. 10.6 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or infinitely), with the written consent of Pledgee and Pledgor. 10.7 SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms. In case any provision of this Agreement will be invalid, illegal or unenforceable, it will to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. IN WITNESS WHEREOF, Pledgor has executed this Pledge Agreement as of the date first above written. /s/ Nathan Zommer ----------------- Nathan Zommer 5. -----END PRIVACY-ENHANCED MESSAGE-----