-----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, BOA/a4sTx9KwcKn+Z1bODulCj0rfhpS3hMYuOotIp0C0uh3KrZqLGjs+PgIC2Nol Vmw6WBVuGrvaTjBshPL5Ew== 0000898430-96-001788.txt : 19960619 0000898430-96-001788.hdr.sgml : 19960619 ACCESSION NUMBER: 0000898430-96-001788 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960513 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Change in fiscal year FILED AS OF DATE: 19960513 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STREAMLOGIC CORP CENTRAL INDEX KEY: 0000718865 STANDARD INDUSTRIAL CLASSIFICATION: 3572 IRS NUMBER: 953093858 STATE OF INCORPORATION: DE FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12046 FILM NUMBER: 96562057 BUSINESS ADDRESS: STREET 1: 21211 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187093300 MAIL ADDRESS: STREET 1: 21211 NORDHOFF STREET CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: MICROPOLIS CORP DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K DATED 5/13/96 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report--May 13, 1996 ---------- STREAMLOGIC CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-12046 95-3093858 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) 21329 Nordhoff Street Chatsworth, California 91311 (Address of principal executive offices) (Zip Code) ---------- LEE N. HILBERT Copy to: Chief Financial Officer BRIAN G. CARTWRIGHT, ESQ. Streamlogic Corporation Latham & Watkins 21329 Nordhoff Street 633 West Fifth Street Chatsworth, California 91311 Suite 4000 (818) 701-8400 Los Angeles, California 90071 (Name, address, including zip code, and (213) 485-1234 telephone number, including area code, of agent for service) --------------------------- Micropolis Corporation 21211 Nordoff Street Chatsworth, California 91311 (Former name and former address) Streamlogic Corporation Current Report on Form 8-K May 13, 1996 Table of Contents Page ---- Item 7. Financial Statements and Exhibits 3 Item 8. Change in Fiscal Year 3 -2- Item 7. Financial Statements and Exhibits - - ----------------------------------------- Exhibit ------- 4.4 Amendment No. 2 to Rights Agreement Item 8. Change in Fiscal Year - - ----------------------------- On May 9, 1996 StreamLogic Corporation (the "Company") determined to change its fiscal year from that used in its most recent filing with the Securities and Exchange Commission. The previously filed fiscal year end was December 29, 1995. The new fiscal year end will be the last Friday in March. The transition period ending March 29, 1996 will be reported on Form 10-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STREAMLOGIC CORPORATION Date: May 13, 1996 By: /s/ Lee N. Hilbert ------------------------------- ----------------------------------- Lee N. Hilbert Chief Financial Officer -3- EX-4.4 2 AMENDMENT NO. 2 TO RIGHTS AGREEMENT EXHIBIT 4.4 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2 (the "Amendment"), dated as of March 25, 1996, to the Rights Agreement, dated as of May 18, 1989 (the "Rights Agreement"), between Micropolis Corporation, a Delaware corporation (the "Company"), and First Interstate Bank of California, as rights agent (the "Rights Agent"). WHEREAS, at a meeting of the Board of Directors of the Company (the "Board") held on March 22, 1996, the Board considered the operation of the Rights Agreement should the Company enter into a proposed transaction in which the Company would issue warrants (the "Warrants") to purchase 1.5 million shares of the Company's Common Shares (as such term is defined in the Rights Agreement) to an investor pursuant to a proposed Warrant Agreement (the "Warrant Agreement"); WHEREAS, the investor has indicated that as a precondition to accepting the Warrants in connection with a restructuring of certain existing convertible notes of the Company, the investor would require that the Company take all action necessary to ensure that no holder of such Warrants or the shares of the Company's Common Shares to be issued upon the exercise of any Warrants will be deemed an "Acquiring Person" under the Rights Agreement by virtue of entering into the Warrant Agreement or holding or acquiring any Warrants (or Common Shares issued on exercise of such Warrants) issued thereunder; WHEREAS, the Board has determined that amendment of the Rights Agreement to ensure that no such holder will be deemed an Acquiring Person is in the best interests of the Company and its stockholders and has authorized such an amendment; WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement, as authorized by Section 26 of the Rights Agreement, by altering, adding and deleting the provisions set forth herein in the manner set forth below; and WHEREAS, the parties have complied with or satisfied all conditions necessary to the amendment of the Rights Agreement; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions. ----------- All terms used herein as defined terms which are not defined in this Amendment shall have the meanings ascribed to them in the Rights Agreement. SECTION 2. Amendment to Rights Plan. ------------------------ (a) Section 1(a) of the Rights Agreement shall be deleted in its entirety and replaced by a new Section 1(a), which shall read as follows: (a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 20% or more of the Common Shares of the Company then outstanding but shall not include the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of capital stock of the Company for or pursuant to the terms of any such plan, in its capacity as an agent or trustee for any such plan. Notwithstanding anything to the contrary in the foregoing, for purposes of this Agreement and the definition of Acquiring Person, no Person shall be deemed to be the Beneficial Owner of, or to beneficially own, securities which such Person or any of such Person's Affiliates or Associates may acquire, does or do acquire or may be deemed to have the right to acquire, pursuant to (a) any Note Agreement, (b) any Convertible Notes, (c) any Common Shares issued or issuable on conversion of any Convertible Notes, (d) any Warrant Agreement, (e) any Warrants of (f) any Common Shares issued or issuable on exercise of any Warrants. "Note Agreement" shall mean any agreement approved by resolution of the Board entered into after the date of Amendment No. 1 to this Agreement between the Company and Lindner Dividend Fund, A Series of Lindner Investments, a Massachusetts business trust, relating to the issuance of a newly created series of Convertible Notes. "Convertible Notes" shall mean any debt securities convertible into Common Shares which are issued by the Company after the date of Amendment No. 1 to this Agreement pursuant to any Note Agreement. "Warrant Agreement" shall mean any agreement approved by resolution of the Board entered into after the date of Amendment No. 2 to this Agreement between the Company and Lindner Dividend Fund, A Series of Lindner Investments, a Massachusetts business trust, relating to the issuance of Warrants. "Warrants" shall mean any common stock purchase warrants for Common Shares which are issued by the Company after the date of Amendment No. 2 to this Agreement pursuant to any Warrant Agreement. SECTION 3. Miscellaneous. This Amendment may be executed in one or ------------- more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreements. This Amendment shall be governed by any interpreted in accordance with the laws of the State of Delaware. IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment to be executed as of the date and year first above written. COMPANY ------- MICROPOLIS CORPORATION Attest: By: /s/ VIVIEN AVELLA By: /s/ J. LARRY SMART ------------------------------ ------------------------------ Name: Vivien Avella Name: J. Larry Smart Its: Manager, Banking Its: President and CEO and Finance RIGHTS AGENT ------------ FIRST INTERSTATE BANK OF CALIFORNIA Attest: By: /s/ SHARON KNEPPER By: /s/ RONALD E. LUG ------------------------------ ------------------------------ Name: Sharon Knepper Name: Ronald E. Lug Its: Vice President Its: Vice President -----END PRIVACY-ENHANCED MESSAGE-----