-----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, RdWFXeC+S9Py0ufN29bcH5NnUvre5HJ2fA0sEzsWVgNvfwcAt1e+iyQ1Ta5YL5oA fFL39fKx5voeR8Zyer+BIg== 0000898430-96-003085.txt : 19960709 0000898430-96-003085.hdr.sgml : 19960709 ACCESSION NUMBER: 0000898430-96-003085 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960708 EFFECTIVENESS DATE: 19960727 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07749 FILM NUMBER: 96591902 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 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1996 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 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 (I.R.S. Employer of incorporation or organization) Identification No.) 21329 NORDHOFF STREET CHATSWORTH, CALIFORNIA 91311 (Address of principal executive offices) (Zip Code) ------------------ THE STOCK OPTION PLAN FOR EXECUTIVE AND KEY EMPLOYEES OF STREAMLOGIC CORPORATION ------------------ Copy to: LEE N. HILBERT BRIAN G. CARTWRIGHT, ESQ. CHIEF FINANCIAL OFFICER LATHAM & WATKINS STREAMLOGIC CORPORATION 633 WEST FIFTH STREET 21329 NORDHOFF STREET SUITE 4000 CHATSWORTH, CALIFORNIA 91311 LOS ANGELES, CALIFORNIA 90071 (818) 701-8400 (213) 485-1234 (Name, address, including zip code, and telephone number, including area code, of agent for service) Calculation of Registration Fee
======================================================================================= Proposed Amount Proposed Maximum of Shares Maximum Aggregate Amount of Title of Each Class of to be Offering Price Offering Registration Securities to be Registered Registered Per Share (2) Price Fee (2) - --------------------------------------------------------------------------------------- Common Stock $1.00 par value (1) 750,000 $3.75 $2,812,500 $1,069.83 Preferred Share Purchase Rights (3) 750,000 (3) (3) (3)
(Cover continued on next page) (1) The Stock Option Plan for Executive and Key Employees of StreamLogic Corporation (the "Employee Plan") authorizes the issuance of a maximum of 3,150,000 shares. However, 2,400,000 of the shares that may ultimately be issued upon exercise of options under the Employee Plan have already been registered pursuant to Form S-8 Registration Statements Nos. 33-64706, 33-22619, 33-29469, 33-42454 and 33-55737. (2) Pursuant to Rule 457(c), the proposed maximum offering price per share and the amount of the registration fee are based upon the average of the high and low prices for the Company's Common Stock in the over-the-counter market, as reported on the NASDAQ National Market System on July 1, 1996. (3) Rights are attached to and trade with Common Stock of the Company. The value attributable to such Rights, if any, is reflected in the market price of the Common Stock, and the full fee based on such market price is being paid. 2 PART I This Registration Statement covers additional securities registered for issuance under The Stock Option Plan for Executive and Key Employees of StreamLogic Corporation. The contents of the prior Form S-8 Registration Statements of StreamLogic Corporation relating to said plan, Nos. 33-64706, 33-22619, 33-29469, 33-42454 and 33-55737, are incorporated herein by reference. PART II Item 3. Incorporation of Documents by Reference The following documents filed with the Commission by StreamLogic Corporation, a Delaware corporation (the "Company"), are incorporated as of their respective dates in this Registration Statement by reference: A. The Company's Transition Report on Form 10-K, as amended, for transition period ended March 29, 1996; B. All other reports filed by the Company pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 since March 29, 1996; and C. Description of the Company's Common Stock contained in the Company's Registration Statement on Form S-3 filed with the Commission on March 15, 1991 (No. 33-39411). All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which 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 a part of this Registration Statement. Item 8. Exhibits 5.1 Opinion of Latham & Watkins 23.1 Consent of Ernst & Young LLP 23.2 Consent of Latham & Watkins (included in Exhibit 5.1) 24 Power of Attorney (included on page 4) 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chatsworth, California, on this 28th day of June, 1996. STREAMLOGIC CORPORATION By: /s/ Lee N. Hilbert ----------------------------- Lee N. Hilbert Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes J. Larry Smart and Lee N. Hilbert, or either of them, as attorney-in-fact, with full power of substitution, to sign on his behalf, individually and in such capacity stated below, and to file any amendments, including post-effective amendments or supplements, to this Registration Statement. SIGNATURE TITLE DATE --------- ----- ---- /s/ J. Larry Smart President, Chairman of the June 28, 1996 - ------------------------ Board and Director (Principal J. Larry Smart Executive Officer) /s/ Lee N. Hilbert Chief Financial Officer June 28, 1996 - ------------------------ (Principal Financial Lee N. Hilbert and Accounting Officer) /s/ Ericson M. Dunstan Director June 28, 1996 - ------------------------ Ericson M. Dunstan /s/ Chriss W. Street Director June 28, 1996 - ------------------------ Chriss W. Street /s/ Greg L. Reyes, Jr. Director June 28, 1996 - ------------------------ Greg L. Reyes, Jr. INDEX TO EXHIBITS
EXHIBIT PAGE - ------- ---- 5.1 Opinion of Latham & Watkins 6 23.1 Consent of Independent Auditors 7
EX-5.1 2 OPINION OF LATHAM & WATKINS [LETTERHEAD OF LATHAM & WATKINS] June 28, 1996 StreamLogic Corporation 21329 Nordhoff Street Chatsworth, California 91311 Re: StreamLogic Corporation Common Stock par value $1.00 per share ------------------------------------ Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement"), which you intend to file with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an additional 750,000 shares of Common Stock, par value $1.00 per share (the "Shares"), to be sold by StreamLogic Corporation (the "Company") under The Stock Option Plan for Executive and Key Employees of StreamLogic Corporation (the "Employee Plan"). We are familiar with the proceedings undertaken in connection with the authorization, issuance and sale of the Shares. Additionally, we have examined such questions of law and fact as we have considered necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized, and upon the issuance of the Shares under the terms of the Employee Plan and delivery and payment therefor of legal consideration in excess of the aggregate par value of the Shares issued, the Shares will be validly issued, fully paid and nonassessable. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ LATHAM & WATKINS Exhibit 5.1 6 EX-23.1 3 CONSENT OF ERNST & YOUNG LLP Exhibit 23.1 ------------ CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Stock Option Plan for Executive and Key Employees of StreamLogic Corporation of our report dated June 28, 1996, with respect to the consolidated financial statements and schedule of StreamLogic Corporation included in its Transition Report (Form 10-K) for the three months ended March 29, 1996, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Los Angeles, California June 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----