Axiohm Transaction Solutions Inc · 424B4 · On 5/14/98

Filed On 5/14/98   ·   SEC File 333-52371   ·   Accession Number 1047469-98-20307

Prospectus   ·   Rule 424(b)(4)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B4       Prospectus                                             8     54K 

Document Table of Contents

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                                                Filed pursuant to Rule 424(b)(4)
                                                      Registration No. 333-52371

PROSPECTUS                                                                      

5,515,858 SHARES

AXIOHM TRANSACTION SOLUTIONS, INC.

COMMON STOCK
(NO PAR VALUE)
------------------

This Prospectus relates to the public offering, which is not being      
underwritten, of an aggregate of 5,515,858 shares (the "Shares") of the common  
stock ("Common Stock") of Axiohm Transaction Solutions, Inc., a California      
corporation (the "Registrant" or "Company") which may be offered and sold from  
time to time by the Selling Shareholders named herein (the "Selling             
Shareholders") for their own benefit. Whether any such sales will be made and   
the timing and amount of any sales are within the sole discretion of each       
Selling Shareholder. The Shares of Common Stock to which this Prospectus relates
were acquired by the Selling Shareholders in connection with the acquisition of 
DH Technology, Inc. by Axiohm S.A. and related transactions. See "The           
Company--Recent Acquisition." All expenses of registration incurred in          
connection with this offering are being borne by the Company, but all selling   
and other expenses incurred by a Selling Shareholder will be borne by such      
Selling Shareholder.                                                            

  The Shares may be offered by the Selling Shareholders from time to time in
one or more transactions in the over-the-counter market at prices prevailing    
therein, in negotiated transactions at such prices as may be agreed upon, or in 
a combination of such methods of sale. See "Plan of Distribution." The price at 
which any of the Shares may be sold, and the commissions, if any, paid in       
connection with any such sale, are unknown and may vary from transaction to     
transaction. The Company will pay all expenses incident to the offering and sale
of the Shares to the public other than any commissions and discounts of         
underwriters, dealers or agents and any transfer taxes. See "Selling            
Shareholders" and "Plan of Distribution."                                       

   The Common Stock of the Company is traded in the over-the-counter market on
the Nasdaq National Market. On May 8, 1998, the closing price of the Company's  
Common Stock was $13.500 (Nasdaq Symbol: AXHM).                                 

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. 
SEE "RISK FACTORS" ON PAGE 4 HEREOF.

  The Selling Shareholders and any broker executing selling orders on behalf
of the Selling Shareholders may be deemed to be an "underwriter" within the     
meaning of the Securities Act. Commissions received by any such broker may be   
deemed to be underwriting commissions under the Securities Act.                 

------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE    
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES      
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF    
THIS PROSPECTUS. ANY REPRESENTATION TO THE      
CONTRARY IS A CRIMINAL OFFENSE.     
------------------------

THE DATE OF THIS PROSPECTUS IS MAY 18, 1998.

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No person is authorized to give any information or to make any          
representations, other than those contained in this Prospectus, in connection   
with the offering described herein, and, if given or made, such information or  
representations must not be relied upon as having been authorized by the Company
or the Selling Shareholders. This Prospectus does not constitute an offer to    
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such   
person to make such offer, solicitation or sale. Neither the delivery of this   
Prospectus nor any sale made hereunder shall under any circumstances create an  
implication that the information contained herein is correct as of any time     
subsequent to the date hereof.                                                  

 The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has been or may be   
incorporated by reference in this Prospectus, other than exhibits to such       
documents. Requests for such copies should be directed to Axiohm Transaction    
Solutions, Inc., 15070 Avenue of Science, San Diego, California 92128, Attn:    
Janet Shanks (619) 451-3485.                                                    

AVAILABLE INFORMATION 

 The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files  
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other         
information can be inspected and copied at the Public Reference Room of the     
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the           
Commission's regional offices at 500 West Madison Street, Suite 1400, Chicago,  
Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New York    
10048; and copies of such material can be obtained from the Public Reference    
Section of the Commission, Washington, D.C. 20549, at prescribed rates. In      
addition, reports, proxy statements, registration statements and certain other  
filings made with the Commission through its Electronic Data Gathering, Analysis
and Retrieval ("EDGAR") system are publicly available through the Commission's  
site on the Internet's World Wide Web, located at http://www.sec.gov. The       
registration statement of which this Prospectus forms a part, including all     
exhibits thereto and amendments thereof, has been filed with the Commission     
through EDGAR.                                                                  

  The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the      
"Registration Statement") under the Securities Act of 1933, as amended (the     
"Securities Act"), with respect to the offering made hereby. This Prospectus    
does not contain all of the information set forth in the Registration Statement,
certain portions of which are omitted in accordance with the rules and          
regulations of the Commission. Statements contained in this Prospectus as to the
contents of any agreement or other document are summaries which are not         
necessarily complete and in each instance reference is made to the copy of such 
agreement or other document filed as an exhibit to the Registration Statement,  
each such statement herein being qualified in all respects by such reference.   
Such additional information may be obtained from the Commission's principal     
office in Washington, D.C. as set forth above. For further information,         
reference is hereby made to the Registration Statement.                         

INFORMATION INCORPORATED BY REFERENCE 

   There are hereby incorporated by reference in this Prospectus the following
documents and information heretofore filed with the Securities and Exchange     
Commission:                                                                     

(1) The Company's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 1997, filed pursuant to Section 13 of the 
      Exchange Act (including those portions of the Company's definitive proxy
     statement for the Annual Meeting of Shareholders held on April 28, 1998
incorporated by reference therein).                               

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   (2) The description of the Common Stock of the Registrant that is contained
   in the Registration Statement on Form 8-A effective June 25, 1985, as
amended, filed under Section 12 of the Exchange Act.              

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, after the date of this Prospectus and prior to the   
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall 
be deemed to be incorporated by reference in this Prospectus and to be part     
hereof from the date of filing such documents.                                  

THE COMPANY 

GENERAL                                                                         

The Company is a non-captive designer, manufacturer and marketer of     
transaction printers. The Company has a broad product line and manufactures its 
own thermal and impact printheads and printer components utilizing thermal,     
magnetic and impact technologies. The Company's transaction printer products are
used in retail, financial and commercial transactions to provide transaction    
records such as receipts, tickets, register journals, checks and other          
documents. In addition to transaction printers, the Company also designs,       
manufactures and markets: (i) card readers which, similar to transaction        
printers, are an integral part of transaction activity; and (ii) bar code       
printers and related consumable supplies, which are used for automatic          
identification and data collection systems. The Company operates on a world-wide
basis with significant activities in North America and Europe. The Company sells
its products to OEMs, VARs, distributors and end-users.                         

RECENT ACQUISITION                                                              

 Until October 2, 1997, the Company operated under the name DH Technology,
Inc. ("DH"). On that date, the last in a series of transactions (the            
"Transactions") occurred as a result of which the Company was acquired by Axiohm
S.A., a French corporation ("Axiohm"), and DH, the surviving corporation,       
changed its name to Axiohm Transaction Solutions, Inc.                          

DH, which was headquartered in San Diego, California, has been a leading
designer, manufacturer and marketer of impact transaction printing mechanisms,  
impact and thermal transaction printers, impact printheads and thermal bar code 
products. DH recently broadened its role in transaction products with strategic 
acquisitions of a manufacturer of magnetic heads and a manufacturer of card     
readers.                                                                        

Axiohm, which was headquartered in Montrouge, France, has been a leading
designer, manufacturer, and marketer of thermal transaction printing mechanisms 
and thermal and impact transaction printers for both standard and               
application-specific uses. Axiohm was created in 1988 through a management      
buyout of the thermal printhead business from Schlumberger Limited              
("Schlumberger"). At that time, Axiohm had annual sales of approximately $3.0   
million. In 1994, Axiohm purchased from NCR Corporation ("NCR") the assets and  
operations of NCR's transaction printer business and placed the business in a   
wholly-owned U.S. subsidiary, Axiohm IPB, Inc. ("Axiohm IPB").                  

On August 21, 1997, AX Acquisition Corporation, a California corporation
(the "Purchaser") and an indirect wholly-owned subsidiary of Axiohm, acquired   
7,000,000 shares of the Common Stock of DH through a tender offer to the        
shareholders of DH at a price per share of $25 in cash (the "Tender Offer"). The
Tender Offer was made pursuant to an Agreement and Plan of Merger, dated July   
14, 1997, among DH, Axiohm and Purchaser (the "Merger Agreement"). The 7,000,000
shares acquired by Purchaser in the Tender Offer represented approximately 87.5%
of the outstanding Common Stock of DH and thereby gave Axiohm and its           
controlling shareholders control of DH.                                         

  On October 2, 1997, the Purchaser exchanged 5,518,524 shares of the Common
Stock it had acquired in the Tender Offer and approximately $12.2 million in    
cash for certain of the outstanding shares of capital                           

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stock of Axiohm and all of the outstanding shares of capital stock of Dardel    
Technologies S.A. ("Dardel"), which held the remaining shares of capital stock  
of Axiohm (the "Axiohm Exchange"). Immediately after the Axiohm Exchange, DH    
purchased from Axiohm IPB all of Purchaser's outstanding capital stock in       
exchange for the assumption by DH of the obligations incurred in financing the  
Tender Offer (the "Acquisition of Purchaser").                                  

Immediately after the Axiohm Exchange and the Acquisition of Purchaser, 
Purchaser was merged with and into DH (the "Merger"). The remaining 1,481,476   
shares of DH's Common Stock acquired in the Tender Offer and held by Purchaser  
at the time of the Merger were canceled in the Merger.                          

FORWARD LOOKING STATEMENTS

   This Prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act,          
including, without limitation, statements that include the words "believes,"    
"expects," "anticipates," "plans" or similar expressions and statements. Such   
forward-looking statements involve known and unknown risks, uncertainties and   
other factors that may cause actual results, performance or achievements of the 
Company to differ materially from those expressed or implied by such            
forward-looking statements. Although the Company believes that its plans,       
intentions and expectations reflected in such forward-looking statements are    
reasonable, it can give no assurance that such plans, intentions or expectations
will be achieved. Important factors that could cause actual results to differ   
materially from the Company's expectations are set forth in this Prospectus.    

RISK FACTORS

The Shares offered hereby are speculative in nature and involve a high  
degree of risk. The risk factors which appear under the heading                 
"Business--Certain Factors That May Affect Future Results" and other information
contained in the Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1997, and the risk factors which appear under the heading "Risk    
Factors" or similar headings in all documents filed by the Company pursuant to  
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this  
Prospectus and prior to the filing of a post-effective amendment which indicates
that all of the Shares have been sold or which deregisters all Shares remaining 
unsold, are incorporated by reference herein. See "Information Incorporated by  
Reference." Such risk factors and other information should be considered        
carefully before purchasing the offered Shares.                                 

USE OF PROCEEDS 

The Company will not receive any of the proceeds from the sale of the   
Shares. All proceeds from the sale of the Shares will be for the account of the 
Selling Shareholders, as described below. See "Selling Shareholders" and "Plan  
of Distribution" described below.                                               

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SELLING SHAREHOLDERS

   The following table sets forth as of February 25, 1998, except as otherwise
indicated, the name of each of the Selling Shareholders, the number of shares of
Common Stock that each such Selling Shareholder beneficially owns as of such    
date, the number of shares of Common Stock beneficially owned by each Selling   
Shareholder that may be offered for sale from time to time by this Prospectus,  
the number of shares of Common Stock to be beneficially owned by each such      
Selling Shareholder assuming the sale of all the Common Stock offered hereby and
the percentage of the outstanding shares of the Company's Common Stock to be    
beneficially owned by each Selling Shareholder after completion of the offering.
The Company may amend or supplement this Prospectus from time to time to update 
the disclosure set forth herein.                                                

                                                        · Enlarge/Download Table

                                                                           SHARES WHICH MAY      BENEFICIAL OWNERSHIP   
                                                                SHARES     BE SOLD PURSUANT         AFTER OFFERING      
                                                              BENEFICIALLY      TO THIS       --------------------------
SELLING SHAREHOLDER(1)                                         OWNED(2)       PROSPECTUS       SHARES      PERCENTAGE   
------------------------------------------------------------  -----------  -----------------  ---------  ---------------
                                                                                                                        
Barclays Capital Developpement..............................      94,971           94,971        --            --       
Harvey Beldner..............................................       1,341            1,341        --            --       
Corinne Belmont-Lemoine.....................................      13,414           13,414        --            --       
Philippe Bernard............................................      23,475           23,475        --            --       
Francis Berthelot(3)........................................      50,406           50,406        --            --       
BP Investissements SA.......................................      82,362           82,362        --            --       
Cargyl Finance BV...........................................   1,639,528        1,639,528        --            --       
David Clarke................................................       5,366            5,366        --            --       
Nicolas Dourassoff(4).......................................      16,768           16,768        --            --       
Patrick Dupuy(5)............................................   1,753,141        1,753,141        --            --       
Sabine Dupuy................................................      30,180           30,180        --            --       
Caroline Dupuy..............................................      30,180           30,180        --            --       
Astrid Dupuy................................................      30,180           30,180        --            --       
Financiere Argalus SA.......................................     317,375          317,375        --            --       
Patrick Frimat..............................................       9,524            9,524        --            --       
Carole Gibier...............................................     100,605          100,605        --            --       
Gilles Gibier(6)............................................   1,740,133        1,740,133        --            --       
Marie-Francoise Gillon......................................      13,414           13,414        --            --       
Yves Hagege.................................................      10,731           10,731        --            --       
Jean-George Huglin(7).......................................     373,178          373,178        --            --       
Keith Jentoft...............................................     198,256          198,256        --            --       
Corinne Knupp...............................................       2,683            2,683        --            --       
Thibaud Lastennet...........................................       2,549            2,549        --            --       
Claude Lepeutrec............................................      67,204           67,204        --            --       
Yves Lepeutrec..............................................     107,178          107,178        --            --       
Gregory Menzenski...........................................       9,390            9,390        --            --       
NSM Developpement...........................................     317,664          317,664        --            --       
Partvent....................................................      11,134           11,134        --            --       
Bernard Patry(8)............................................     317,510          317,510        --            --       
Marie Pierre Patry..........................................     114,958          114,958        --            --       
Emmanuelle Patry............................................       1,744            1,744        --            --       
Julien Patry................................................       1,744            1,744        --            --       
Claire Patry................................................       1,744            1,744        --            --       
Damien Pelletier(3).........................................       3,250            3,250        --            --       
Coltide de Perthuis.........................................      13,414           13,414        --            --       
Somafin SPRL................................................      16,768           16,768        --            --       
Andy Shih...................................................      16,097           16,097        --            --       
Stefreba....................................................      16,768           16,768        --            --       

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                                                        · Enlarge/Download Table

                                                                           SHARES WHICH MAY      BENEFICIAL OWNERSHIP   
                                                                SHARES     BE SOLD PURSUANT         AFTER OFFERING      
                                                              BENEFICIALLY      TO THIS       --------------------------
SELLING SHAREHOLDER(1)                                         OWNED(2)       PROSPECTUS       SHARES      PERCENTAGE   
------------------------------------------------------------  -----------  -----------------  ---------  ---------------
                                                                                                                        
Tiefenbach SA...............................................     265,329          265,329        --            --       
Malcolm Unsworth(9).........................................      92,611              134        92,477           1.4   
Samuel Villanti.............................................       6,707            6,707        --            --       
David Werner................................................       2,683            2,683        --            --       
Ysatis BV...................................................   1,632,284        1,632,284        --            --       
                                                                                                                   --   
                                                              -----------  -----------------  ---------                 
Total.......................................................   5,608,335        5,515,858        92,477           1.4   

------------------------                                                        

(1) The following persons serve, or have served, in the following capacities for
    the Registrant or for one of its subsidiaries, as indicated: Harvey Beldner:
Manager of Human Resources of Axiohm (through October 1996); Corinne    
   Belmont-Lemoine: Legal Advisor Executive for Dardel; Philippe Bernard: Vice
President of Operations, Director of Manufacturing for the Registrant;  
 Francis Berthelot: Director of Research & Development for Axiohm (through
November 1997); David Clarke: Vice President of Marketing for Axiohm    
   (through February 1996); Nicolas Dourassoff: Director, has agreed to become
 Chief Executive Officer of the Registrant in May 1998; Patrick Dupuy: Co-
Chairman of the Board of Directors and Co-Chief Executive Officer of the
    Registrant, Chairman of Axiohm; Patrick Frimat: Vice President of Marketing,
    North America for the Registrant; Gilles Gibier: Co-Chairman of the Board of
Directors and Co-Chief Executive Officer of the Registrant, Director of 
Axiohm; Marie-Francoise Gillon: Director of Human Resources for the     
Registrant; Yves Hagege: Corporate Accountant for the Registrant;       
  Jean-George Huglin: Controller for the Registrant, Chief Financial Officer
of Axiohm (through October 1997); Keith Jentoft: Vice President of the  
   Registrant; Corinne Knupp: Controller of Axiohm IPB (through January 1997);
Gregory Menzenski: Director of Engineering of Axiohm IPB; Bernard Patry:
 Vice President, Sales and Marketing for the Registrant; Damien Pelletier:
  Director of Product Management for Axiohm; Coltide de Perthuis: Controller
   for Axiohm; Andy Shih: Sales Engineer for the Registrant; Malcolm Unsworth:
   Vice President of Operations for the Registrant, Vice President and General
  Manager of Axiohm IPB (through October 1997); Samuel Villanti: Director of
    Operations, Axiohm IPB; David Werner: Director of Product Management for the
Registrant.                                                             

(2) The number and percentage of shares beneficially owned is determined in     
  accordance with Rule 13d-3 of the Exchange Act, and the information is not
   necessarily indicative of beneficial ownership for any other purpose. Under
such rule, beneficial ownership includes any shares as to which the     
   individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of  
  February 25, 1998 through the exercise of any stock option or other right.

(3) Information is as of March 13, 1998.                                        

(4) Includes 16,768 shares held of record by Somafin SPRL, an entity wholly     
owned by Mr. Dourassoff and Veronique Dourassoff, Mr. Dourassoff's wife.

(5) Includes 1,632,284 shares held of record by Ysatis BV, of which Mr. Dupuy is
the sole shareholder and 90,540 held of record by Mr. Dupuy's children. 

(6) Includes 1,639,528 shares held of record by Cargyl BV, of which Mr. Gibier  
    is the sole shareholder. and 100,605 shares held of record by Carole Gibier,
Mr. Gibier's daughter.                                                  

(7) Includes 265,329 shares held of record by Tiefenbach SA, of which Mr. Huglin
is the sole shareholder.                                                

(8) Includes 114,958 shares held of record by Marie Pierre Patry, Mr. Patry's   
    wife, 5,232 shares held of record by Mr. Patry's children, and 82,362 shares
 held of record by BP Investissements S.A., of which Mr. Patry is the sole
shareholder.                                                            

(9) Includes 92,477 shares issuable upon exercise of options exercisable within 
60 days of February 25, 1998.                                           

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PLAN OF DISTRIBUTION

  The Shares covered by this Prospectus may be offered and sold from time to
time by the Selling Shareholders. The Selling Shareholders will act             
independently of the Company in making decisions with respect to the timing,    
manner and size of each sale. The Selling Shareholders may sell the Shares being
offered hereby on the Nasdaq National Market, or otherwise, at prices and under 
terms then prevailing or at prices related to the then current market price or  
at negotiated prices. The Shares may be sold by one or more of the following    
means of distribution: (a) a block trade in which the broker-dealer so engaged  
will attempt to sell Shares as agent, but may position and resell a portion of  
the block as principal to facilitate the transaction; (b) purchases by a        
broker-dealer as principal and resale by such broker-dealer for its own account 
pursuant to this Prospectus; (c) an over-the-counter distribution in accordance 
with the rules of the Nasdaq National Market; (d) ordinary brokerage            
transactions and transactions in which the broker solicits purchasers; and (e)  
in privately negotiated transactions. To the extent required, this Prospectus   
may be amended and supplemented from time to time to describe a specific plan of
distribution. In connection with distributions of the Shares or otherwise, the  
Selling Shareholders may enter into hedging transactions with broker-dealers or 
other financial institutions. In connection with such transactions,             
broker-dealers or other financial institutions may engage in short sales of the 
Company's Common Stock in the course of hedging the positions they assume with  
Selling Shareholders. The Selling Shareholders may also sell the Company's      
Common Stock short and redeliver the shares to close out such short positions.  
The Selling Shareholders may also enter into option or other transactions with  
broker-dealers or other financial institutions which require the delivery to    
such broker-dealer or other financial institution of Shares offered hereby,     
which Shares such broker-dealer or other financial institution may resell       
pursuant to this Prospectus (as supplemented or amended to reflect such         
transaction). The Selling Shareholders may also pledge Shares to a broker-dealer
or other financial institution, and, upon a default, such broker-dealer or other
financial institution may effect sales of the pledged Shares pursuant to this   
Prospectus (as supplemented or amended to reflect such transaction). In         
addition, any Shares that qualify for sale pursuant to Rule 144 may be sold     
under Rule 144 rather than pursuant to this Prospectus.                         

In effecting sales, brokers, dealers or agents engaged by the Selling   
Shareholders may arrange for other brokers or dealers to participate. Brokers,  
dealers or agents may receive commissions, discounts or concessions from the    
Selling Shareholders in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be   
"underwriters" within the meaning of the Securities Act in connection with such 
sales, and any such commissions, discounts or concessions may be deemed to be   
underwriting discounts or commissions under the Securities Act. The Company will
pay all expenses incident to the offering and sale of the Shares to the public  
other than any commissions and discounts of underwriters, dealers or agents and 
any transfer taxes.                                                             

In order to comply with the securities laws of certain states, if       
applicable, the Shares must be sold in such jurisdictions only through          
registered or licensed brokers or dealers. In addition, in certain states the   
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification     
requirement is available and is complied with.                                  

   The Company has advised the Selling Shareholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of Shares in the
market and to the activities of the Selling Shareholders and their affiliates.  
In addition, the Company will make copies of this Prospectus available to the   
Selling Shareholders and has informed them of the need for delivery of copies of
this Prospectus to purchasers at or prior to the time of any sale of the Shares 
offered hereby. The Selling Shareholders may indemnify any broker-dealer that   
participates in transactions involving the sale of the Shares against certain   
liabilities, including liabilities arising under the Securities Act.            

   At the time a particular offer of Shares is made, if required, a Prospectus
Supplement will be distributed that will set forth the number of Shares being   
offered and the terms of the offering, including the name of any underwriter,   
dealer or agent, the purchase price paid by any underwriter, any discount,      

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commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling 
price to the public.                                                            

    Any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under that Rule rather than       
pursuant to this Prospectus.                                                    

    There can be no assurance that the Selling Shareholders will sell any or all
of the shares of Common Stock offered by them hereunder.                        

LEGAL MATTERS 

Counsel for the Company, Wilson Sonsini Goodrich & Rosati, Professional 
Corporation, 650 Page Mill Road, Palo Alto, California 94304-1050, has rendered 
an opinion to the effect that the Common Stock offered hereby is duly and       
validly issued, fully paid and non-assessable.                                  

8 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 424B4 Filing		Date		First		Last			Other Filings
		7/14/97		3
		8/21/97		3					8-K, SC 14D1/A
		10/2/97		3					8-K, 8-K/A
		12/31/97		2		4			10-K, 10-K/A, NT 10-K
		2/25/98		5		6
		3/13/98		6
		4/28/98		2					DEF 14A
		5/8/98		1
Filed On / Filed As Of		5/14/98
		5/18/98		1
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