-----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, SDcNe5qwpSJe04t/RfGchfEr6za/OCeUCIWuFOn48jFjGlXHbzlPw8x4GhXM923F m6JoC79W0BLfG7zrtvwbAg== 0000898430-96-005157.txt : 19961108 0000898430-96-005157.hdr.sgml : 19961108 ACCESSION NUMBER: 0000898430-96-005157 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961107 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STREAMLOGIC CORP CENTRAL INDEX KEY: 0000718865 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 953093858 STATE OF INCORPORATION: DE FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15745 FILM NUMBER: 96656051 BUSINESS ADDRESS: STREET 1: 21329 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187093300 MAIL ADDRESS: STREET 1: 21329 NORDHOFF STREET CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: MICROPOLIS CORP DATE OF NAME CHANGE: 19920703 S-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- STREAMLOGIC CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-3093858 (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 21329 NORDHOFF STREET CHATSWORTH, CALIFORNIA 91311 (818) 701-8400 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) LEE N. HILBERT CHIEF FINANCIAL OFFICER 21329 NORDHOFF STREET CHATSWORTH, CALIFORNIA 91311 (818) 701-8400 (Name, address, including zip code, telephone number, including area code, of agent for service) COPY TO: Brian G. Cartwright, Esq. Latham & Watkins 633 West Fifth Street--Suite 4000 Los Angeles, California 90071 (213) 485-1234 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [_] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TITLE OF EACH AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF CLASS OF SECURITIES BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER SECURITY (1) PRICE (1) FEE (1)(2) - -------------------------------------------------------------------------------- Common Stock, par value $1.00 per share.........15,234,194 $ 1.34 $20,470,948 $6,203.32 - -------------------------------------------------------------------------------- Common Stock Purchase Rights (3) * * * * - -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee. The proposed Maximum Aggregate Offering Price was calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices reported in the consolidated reporting system on November 5, 1996. (2) Amount calculated pursuant to Section 6(b) under the Securities Act. (3) The Common Stock Purchase Rights are initially carried and traded with the Common Stock. The value attributable to the rights, if any, is reflected in the value of the Common Stock. Accordingly, pursuant to Rule 457(o) under the Securities Act, which permits the registration fee to be calculated on the basis of the maximum offering price of all securities listed, the table does not specify by Rights as to the amount to be registered, proposed maximum offering price per security or proposed maximum aggregate offering price. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED NOVEMBER 7, 1996 15,234,194 SHARES STREAMLOGIC CORPORATION COMMON STOCK (PAR VALUE $1.00 PER SHARE) ----------- All of the shares of Common Stock, par value $1.00 per share ("Common Stock"), of StreamLogic Corporation, a Delaware corporation (the "Company"), offered hereby (the "Shares") are being offered by a stockholder of the Company (the "Selling Stockholder") as described more fully herein. The Company will not receive any of the proceeds from the sale of the Shares offered hereby. See "Use of Proceeds," "Selling Stockholder" and "Plan of Distribution." The Common Stock is traded on the Nasdaq National Market under the symbol "STLC." On November 5, 1996, the last reported sale price of the Common Stock on the Nasdaq National Market was $ 1 7/32 per share. ------ ----------- 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. This Prospectus relates to (i) 12,860,034 shares of Common Stock which were originally issued by the Company to the Selling Stockholder on November , 1996 in connection with the consummation of the Company's exchange offer (the "Exchange Offer") for its outstanding 6% Convertible Subordinated Debentures due 2012, and (ii) 2,374,160 shares of Common Stock issuable to the Selling Stockholder in the event of the exercise by the Selling Stockholder of warrants to purchase Common Stock issued by the Company to the Selling Stockholder in connection with the consummation of the Exchange Offer. The Selling Stockholder, directly, through agents designated from time to time, or through dealers or underwriters also to be designated, may sell the Shares from time to time on terms to be determined at the time of sale. To the extent required, the specific shares to be sold, public offering price, the names of any such agent, dealer or underwriter and any applicable commission or discount with respect to a particular offer will be set forth in an accompanying Prospectus Supplement. See "Selling Stockholder" and "Plan of Distribution." THE DATE OF THIS PROSPECTUS IS NOVEMBER __, 1996 Certain information incorporated by reference into this Prospectus include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such statements can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate," "estimate," or "continue" or the negative thereof or other variations thereon or comparable terminology. The Company's actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations"and "Cautionary Statements for purposes of the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act of 1995" incorporated herein by reference as well as those discussed elsewhere in this Prospectus. AVAILABLE INFORMATION The Company is subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 filed by the Company may be inspected and copied at the public reference facilities of the Commission located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at the New York Regional Office of the Commission, Seven World Trade Center, Suite 1300, New York, New York 10048, and at the Chicago Regional Office of the Commission, Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock is listed on the Nasdaq National Market System under the symbol "STLC". Reports, proxy materials and other information concerning the Company can also be inspected at the offices of the Nasdaq Stock Market, Inc., 1735 K Street, NW, Washington, DC 20006-1500. The Company has filed with the Commission a Registration Statement on Form S-3 (together with any and all amendments, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the registration of the Common Stock and associated Rights offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits thereto, certain portions of which have been omitted as permitted by the rules and regulations of the Commission. In addition, certain documents filed by the Company with the Commission have been incorporated herein by reference. See "Incorporation of Certain Documents by Reference." For further information regarding the Company and the Common Stock and associated Rights offered hereby, reference is made to the Registration Statement, including the exhibits and schedules thereto and the documents incorporated herein by reference. The principal executive offices of the Company are located at 21329 Nordhoff Street, Chatsworth, California 91311; (818) 701-8400. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Commission, are incorporated herein by reference: (i) the Company's Quarterly Report on Form 10-Q for the quarter ended June 28, 1996, and Amendment No. 1 thereto on Form 10-Q/A filed on October 16, 1996; (ii) the Company's Transition Report on Form 10-K for the transition period from December 30, 1995 to March 29, 1996; (iii) Current Reports on Form 8-K dated May 13, 1996 as amended on May 28, 1996, August 15, 1996, October 28, 1996 and November 7, 1996; (iv) the Company's Proxy Statement dated April 23, 1996 related to the Annual Meeting of Stockholders held on May 22, 1996; (v) the Companys Proxy Statement dated October 7, 1996 related to the proposed tender offer by the Company for its 6% Convertible Subordinated Debentures due 2012 ("6% Debentures"), and the Supplement thereto dated November 6, 1996; (vi) a Description of Capital Stock in Amendment No. 1 to a Registration Statement filed on Form S-3 filed on April 17, 1991; and (vii) a Rights Agreement dated as of May 18, 1989 between the Company and First Interstate Bank of California (filed June 2, 1989) as amended by Amendment No. 1 to Rights Agreement dated October 3, 1995 (filed November 13, 1995), Amendment No. 2 to Rights Agreement dated March 26, 1996 (filed July 5, 1996) and Amendment No. 3 to Rights Agreement dated May 22, 1996 (filed August 12, 1996). In addition, each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to termination of the offering of Shares shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date such document is filed with the Commission. Any statement contained herein, or any document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of the Registration Statement and this Prospectus to the extent that a statement contained herein, or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of the Registration Statement or this Prospectus. The Company undertakes to provide without charge to each person to whom a copy of this Prospectus has been delivered, upon written or oral request of any such person, a copy of any or all of the documents incorporated by reference herein, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that this Prospectus incorporates. Written or oral requests for such copies should be directed to: Lee N. Hilbert, Chief Financial Officer, StreamLogic Corporation, 21329 Nordhoff Street, Chatsworth, California 91311, (818) 701-8400. USE OF PROCEEDS The proceeds from the sale of the shares of Common Stock offered hereby are solely for the account of the Selling Stockholder. Accordingly, the Company will receive none of the proceeds from sales thereof. SELLING STOCKHOLDER Loomis Sayles & Company, L.P. (the "Selling Stockholder") has advised the Company that it is the beneficial owner (within the meaning of such term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of the Shares being offered hereby as advisee to certain institutional investors it advises. As of the date of this Prospectus, the Selling Stockholder beneficially owns 15,234,194 shares of Common Stock (approximately % of the Common Stock outstanding as of November , 1996). Assuming the Selling Stockholder sells all 15,234,194 shares of Common Stock offered hereby (the "Shares"), the Selling Stockholder will no longer own beneficially any shares of Common Stock. Pursuant to a letter agreement between the Company and the Selling Stockholder dated as of June 14, 1996, as amended on September 13, 1996 and October 3, 1996 (the "Tender Agreement"), the Selling Stockholder agreed to advise the institutional investors it advises to tender the 6% Debentures held by them into the Exchange Offer, and the Company agreed to, among other things, expand its board of directors from four to seven members, of which two members would be persons designated by the investors advised by the Selling Stockholder. Such persons are expected to be appointed to the Company's board of directors in November of 1996. The Company also agreed to take all actions reasonably necessary to include in management's slate of persons nominated to be directors for election at meetings of stockholders two persons designated by investors advised by the Selling Stockholder (without in any way warranting that such directors will be elected) until such time as such investors no longer own at least 28% of the Company's outstanding Common Stock. Pursuant to the Tender Agreement, the Company agreed to file and use its best efforts to cause to be declared effective the Registration Statement of which this Prospectus is a part. The Company has also agreed to use its best efforts to keep the Registration Statement effective until the earlier of (A) November , 2001 plus any "blackout" periods imposed prior to such date, and (B) such time as no person who participated in the Exchange Offer is an "affiliate" of the Company (as such term is defined in Rule 144 promulgated pursuant to the Securities Act of 1933, as amended). The Company has agreed to pay its expenses of registering the Shares under the Securities Act, including registration and filing fees, printing expenses, administrative expenses and its own counsel fees. PLAN OF DISTRIBUTION The Selling Stockholder may sell Shares in any of the following transactions: (i) through dealers; (ii) through agents; or (iii) directly to one or more purchasers. The distribution of the Shares by the Selling Stockholder may be effected from time to time in one or more transactions in the over-the-counter market, in the Nasdaq National Market or in privately negotiated transactions at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Stockholder and any underwriters, dealers or agents that participate in the distribution of the Shares may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act, and any profit on the sale of the Shares by them and any discounts, concessions or commissions received by any such underwriters, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. At the time a particular offer of Shares is made, to the extent required, a Prospectus Supplement will be distributed which will set forth the aggregate number of Shares being offered and the terms of the offering, including the name or names of any underwriters, dealers or agents, any discounts, concessions or commissions and other items constituting compensation from the Selling Stockholder and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Certain of the underwriters, dealers or agents may have other business relationships with the Company and its affiliates in the ordinary course of business. LEGAL MATTERS The validity of the shares of Common Stock offered hereby has been passed upon for the Company by Latham & Watkins, 633 West Fifth Street, Los Angeles, California 90071. EXPERTS The consolidated financial statements of StreamLogic Corporation appearing in StreamLogic Corporation's Transition Report on Form 10-K for the transition period from December 30, 1995 to March 29, 1996, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the fees and expenses payable by the Company in connection with the issuance and distribution of the securities being registered hereunder, other than underwriting discounts and commissions. Except for the SEC registration fee, all amounts are estimates. SEC Registration Fee............................................. $ 6,203 Printing and Engraving Expenses.................................. 1,000 Legal Fees and Expenses.......................................... 5,000 Accounting Fees and Expenses..................................... 5,000 Registrar and Transfer Agent Fees and Expenses................... 1,000 Blue Sky Fees and Expenses....................................... 1,000 Miscellaneous Expenses........................................... 797 ------- Total.......................................................... $20,000 =======
All of the costs identified above will be paid by the Company. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102(b)(7) of the General Corporation Law of Delaware ("Delaware Law") enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to a corporation or its stockholders for violations of the director's fiduciary duty, except (i) for any breach of a director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware Law (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which a director derived an improper personal benefit. The Certificate of Incorporation of the Company, as amended, provides in effect for the elimination of the liability of directors to the extent permitted by Delaware Law. Section 145 of the Delaware Law provides, in summary, that directors and officers of Delaware corporations are entitled, under certain circumstances, to be indemnified against all expenses and liabilities (including attorney's fees) incurred by them as a result of suits brought against them in their capacity as a director or officer, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful; provided, that no indemnification may be made against expenses in respect of any claim, issue or matter as to which they shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, they are fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Any such indemnification may be made by the corporation only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. The Company's Bylaws entitle officers and directors of the Company to indemnification to the fullest extent permitted by Delaware Law. The Company has entered into an agreement with each of its directors and certain officers which provide for indemnification by the Company against certain liabilities, including liabilities under the Securities Act. In addition, the Company maintains an insurance policy with respect to potential liabilities of its directors and officers, including potential liabilities under the Securities Act. Additionally, the Company has established an Indemnification Trust for the benefit of directors and certain executive officers and has deposited $500,000 in such trust to secure the indemnification obligations of the Company to such persons. See Item 17 of this Registration Statement regarding the opinion of the Securities and Exchange Commission with respect to indemnification for liabilities arising under the Securities Act. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 5.1 Opinion of Latham & Watkins 23.1 Consent of Latham & Watkins (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP. 24.1 Powers of Attorney of certain directors and officers of the Company (included on Page II-3). ITEM 17. UNDERTAKINGS. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer of controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS IN CONNECTION WITH THIS OFFERING MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. 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 OF THIS PROSPECTUS. ---------------- TABLE OF CONTENTS PAGE ---- Available Information...................................................... 2 Incorporation of Certain Documents by Reference.............................................................. 2 Use of Proceeds............................................................ 3 Selling Stockholder........................................................ 3 Plan of Distribution....................................................... 3 Legal Matters.............................................................. 3 Experts.................................................................... 3 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 15,234,194 SHARES STREAMLOGIC CORPORATION COMMON STOCK (Par Value $1.00 per Share) ---------------- PROSPECTUS ---------------- November __, 1996 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on November 6, 1996. STREAMLOGIC CORPORATION By /s/ Lee N. Hilbert ---------------------------------- (Lee N. Hilbert, Chief Financial Officer) Date November 6, 1996 -------------------------------- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the persons whose signature appears below, hereby constitutes and appoints J. Larry Smart and Lee N. Hilbert, each acting alone, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as full and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ J. Larry Smart Director and Principal November 6, 1996 - -------------------------------- Executive Officer (J. Larry Smart) /s/ Lee N. Hilbert Principal November 6, 1996 - -------------------------------- Financial Officer (Lee N. Hilbert) /s/ Ericson M. Dunstan November 6, 1996 - -------------------------------- Director (Ericson M. Dunstan) /s/ Chriss W. Street Director November 6, 1996 - -------------------------------- (Chriss W. Street) /s/ Greg L. Reyes, Jr. November 6, 1996 - ------------------------------------ Director (Greg L. Reyes, Jr.)
EXHIBIT INDEX
EXHIBIT SEQUENTIAL NO. DESCRIPTION OF EXHIBIT PAGE NO. - ------- ---------------------- ---------- 5.1 Opinion of Latham & Watkins 23.1 Consent of Latham & Watkins (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP. 24.1 Powers of Attorney of certain directors and officers of the Company (included on Page II-3).
EX-5.1 2 OPINION OF LATHAM & WATKINS EXHIBIT 5.1 [LETTERHEAD OF LATHAM & WATKINS APPEARS HERE] November 6, 1996 StreamLogic Corporation 21329 Nordhoff Street Chatsworth, CA 91311 Re: 15,234,194 Shares of Common Stock --------------------------------- Ladies and Gentlemen: At your request, we have examined the registration statement on Form S-3 (the "Registration Statement") being filed by you with the Securities and Exchange Commission in connection with the registration, under the Securities Act of 1933, as amended, of 15,234,194 shares of common stock, par value $1.00 per share (the "Shares"), 12,860,034 of which (the "Issued Shares") are presently issued and 2,374,160 of which (the "Warrant Shares") are issuable upon exercise of warrants ("Warrants"). In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Shares and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Issued Shares are duly authorized, validly issued, fully paid and nonassessable, and the Warrant Shares have been duly authorized, and upon issuance, delivery and payment therefor upon exercise of the Warrants in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. LATHAM & WATKINS NOVEMBER 6, 1996 PAGE 2 We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus included therein. Very truly yours, /s/Latham & Watkins EX-23.2 3 CONSENT OF ERNST & YOUNG EXHIBIT 23.2 We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of StreamLogic Corporation for the registration of 15,234,194 shares of its common stock and to the incorporation by reference therein of our report dated June 28, 1996, with respect to the consolidated financial statements of StreamLogic Corporation included in its Transition Report (Form 10-K) for the period from December 30, 1995 to March 29, 1996, filed with the Securities and Exchange Commission. Ernst & Young LLP Los Angeles, California November 4, 1996 -----END PRIVACY-ENHANCED MESSAGE-----