-----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, SSJb1L3YSXm0j9F1MJBb61g1X+gFs1p3ChQtKKp1RE+06olZhDqUTBn5O8Qi6fYF 2GXSrm39HPjblGOANdJXjA== 0000898430-96-005153.txt : 19961108 0000898430-96-005153.hdr.sgml : 19961108 ACCESSION NUMBER: 0000898430-96-005153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961107 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12046 FILM NUMBER: 96655956 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 8-K 1 FORM 8-K FOR REPORT DATED NOVEMBER 7, 1996 ================================================================================ 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--November 7, 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) Not Applicable (Former name and former address) StreamLogic Corporation Current Report on Form 8-K November 7, 1996 Table of Contents Page ---- Item 5. Other Events 3 Item 7. Financial Statements and Exhibits 3 -2- Item 5. Other Events - -------------------- The purpose of this Form 8-K is to file a press release issued by StreamLogic Corporation on November 5, 1996 regarding the Company's announcement of an extension of time granted it by the Nasdaq Stock Market, Inc. for continued listing on the Nasdaq National Market System, and an amendment of the Company's agreement with FWB Software LLC. A copy of this press release is filed herewith as Exhibit 20.1 and is hereby incorporated by reference to this Item 5. Item 7. Financial Statements and Exhibits - ----------------------------------------- (c) Exhibits 20.1 - Press Release dated November 5, 1996 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: November 7, 1996 By: /s/ Lee N. Hilbert ------------------------------- ----------------------------------- Lee N. Hilbert Chief Financial Officer -3- EX-20.1 2 PRESS RELEASE DATED NOVEMBER 5, 1996 EXHIBIT 20.1 [LETTERHEAD OF STREAMLOGIC] FOR IMMEDIATE RELEASE STREAMLOGIC ANNOUNCES EXTENSION OF NASDAQ LISTING, AMENDMENT TO AGREEMENT WITH FWB SOFTWARE CHATSWORTH, Calif., November 5, 1996 - StreamLogic Corporation (NASDAQ:STLC) today announced that it has received a determination from The Nasdaq Stock Market, Inc. that its listing on the Nasdaq National Market System would be continued through November 21, 1996 and thereafter, subject to the company having net tangible assets not less than $10 million on or before such date. "StreamLogic is very pleased with Nasdaq's decision and believes that the extension of time will be sufficient for the company to consummate the exchange offer currently under way for its $75 million 6% Convertible Subordinated Debentures," said Lee Hilbert, Chief Financial Officer of StreamLogic Corporation. "The company is in the process of preparing a supplementary mailing of the exchange offer documentation pursuant to regulatory requirements and anticipates completion of the transaction by November 21 after which the company expects to have regained compliance with all Nasdaq rules for continued listing on the National Market System." Completion of the exchange offer is dependent on, among other things, participation in the offer to exchange by at least 95% of all debenture holders, the satisfaction of all necessary regulatory requirements and shareholder approval, as described in the company's October 6, 1996 press release and the Offer to Exchange. As a result, there can be no assurance that the exchange offer will be completed as currently anticipated. In another development, StreamLogic today announced the amendment of its July 1, 1996 agreement with FWB Software LLC. The amended agreement calls for StreamLogic to deliver to FWB Software LLC a package of $500,000 cash, an additional 1,380,000 shares of newly issued StreamLogic common stock and a variable rate secured promissory note of $1.25 million payable in eight equal quarterly installments. In addition, StreamLogic will reduce its percentage equity ownership in FWB Software LLC from 11% to 7.5%. The original agreement with FWB Software LLC announced on July 11, 1996 called for the issuance of approximately 1.25 million shares of StreamLogic common stock with an initial value of $7.5 million with additional shares issued if a decline in market price of StreamLogic common stock were experienced during the month of October 1996. "We consider the revised agreement to be favorable to the company, as it minimizes both the number of additional shares of common stock to be issued, and near term cash outflows," Hilbert continued. "The company supports FWB Software LLC's continued development and marketing of its software products, including its ToolKit product lines and is pleased to continue its investment." -more- As previously reported, StreamLogic and FWB Software LLC have an OEM license agreement which provides for the future development of software products by FWB Software LLC for StreamLogic. StreamLogic develops and markets leading edge video delivery, digital media storage, and networking RAID and data management solutions. Current product offerings include VIDEON, the industry's first family of video-on-demand server subsystems, the innovative Video Disk Recorder (VDR) video editing appliance, the award-winning Hammer high-performance storage products, and the industry leading RAIDION family of fault-tolerant network RAID and data management solutions. The company sells to OEMs and systems integrators and has a well- established international network of distribution and dealer channel partners. StreamLogic corporate headquarters are located in Chatsworth, California, with marketing, sales, engineering, customer service, and manufacturing operations in Menlo Park and Chatsworth, California. StreamLogic, VIDEON, Hammer, and RAIDION, are trademarks or registered trademarks of StreamLogic Corporation. Additional information on StreamLogic can be found at http://www.streamlogic.com For more information, please contact: Lee Hilbert (818) 701-8404 Barbara Scherer (818) 701-8402 ##### -----END PRIVACY-ENHANCED MESSAGE-----