-----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, Klwr/JrzWJikyayOpTPmgpPSY4+sVwTaefDaZBaIa9uOAzWYCi/XqCdjwgiULz0o Dfi6wfUqEbmFJzffITMxOQ== 0000898430-96-005392.txt : 19961120 0000898430-96-005392.hdr.sgml : 19961120 ACCESSION NUMBER: 0000898430-96-005392 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961115 SROS: NASD SUBJECT COMPANY: 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: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35028 FILM NUMBER: 96667935 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 FILED BY: 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: SC 13E3/A 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 SC 13E3/A 1 AMENDMENT #2 TO SCHEDULE 13E-3 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3/A RULE 13e-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) AMENDMENT NO. 2 STREAMLOGIC CORPORATION (NAME OF ISSUER) (NAME OF PERSON(S) FILING STATEMENT) ----------------- 6% CONVERTIBLE SUBORDINATED DEBENTURES DUE MARCH 15, 2012 (TITLE OF CLASS OF SECURITIES) ----------------- 863238-AA-9 (CUSIP NUMBER OF CLASS OF SECURITIES) ----------------- BARBARA V. SCHERER CHIEF FINANCIAL OFFICER 21329 NORDHOFF STREET CHATSWORTH, CALIFORNIA 91311 (818) 701-8400 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) COPY TO: BRIAN G. CARTWRIGHT, ESQ. LATHAM & WATKINS 633 WEST FIFTH STREET, SUITE 4000 LOS ANGELES, CALIFORNIA 90071-2007 (213) 891-7941 This statement is filed in connection with (check the appropriate box): a. [_] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [_] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [_] None of the above. Check the following box if soliciting material or information statement referred to in checking box (a) are preliminary copies: [_] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PAGE 1 OF 4 PAGES EXHIBIT INDEX ON PAGE 4 ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (a) Not applicable. (b) Not applicable. (c)(1)* Letter Agreement dated as of June 14, 1996 between the Company and Loomis Sayles & Co., L.P. (c)(2)* Letter Agreement dated September 13, 1996 between the Company and Loomis Sayles & Co., L.P. (c)(3)* Letter Agreement dated October 3, 1996 between the Company and Loomis Sayles & Co., L.P. (d)(1)* Offer to Exchange dated October 7, 1996. (d)(2)* Letter of Transmittal. (d)(3)* Notice of Guaranteed Delivery. (d)(4)* Letter from the Company to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (d)(5)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (d)(6)* Letter from the Company to 6% Debenture Holders. (d)(7)* Text of Press Releases dated June 17, 1996, September 16, 1996 and October 6, 1996. (d)(8)* Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9. (d)(9)* Schedule 13E-4 of the Company dated October 7, 1996 (without exhibits). (d)(10)* Supplement to Offer to Exchange dated November 6, 1996. (d)(11)* Supplemental letter from the Company to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (d)(12) Text of Press Release dated November 13, 1996. (d)(13) Text of Press Release dated November 15, 1996. (e) Not applicable. (f) Not applicable. * Previously filed 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 15, 1996 StreamLogic Corporation By /s/ Barbara V. Scherer ---------------------------------- Name: Barbara V. Scherer Title: Chief Financial Officer 3 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------- ----------- ------------ (d)(12) Text of Press Release dated November 13, 1996. (d)(13) Text of Press Release dated November 15, 1996
4 EX-99.(D)(12) 2 TEXT OF PRESS RELEASE DATED 11/13/96 (d)(12) [LETTERHEAD OF STREAMLOGIC CORPORATION] FOR IMMEDIATE RELEASE - --------------------- STREAMLOGIC WAIVES MINIMUM TENDER CONDITION TO ITS OFFER FOR EXCHANGE OF 6% CONVERTIBLE SUBORDINATED DEBENTURES Chatsworth, Calif., November 13, 1996--StreamLogic Corporation (NASDAQ:STLC) announced Wednesday that it has waived the condition to its offer to exchange its 6% Convertible Subordinated Debentures due 2012 that at least 95 percent of the aggregate principal amount of such Debentures be tendered. The Exchange Offer is now for any and all of the Debentures. The other terms of the Exchange Offer remain unchanged. StreamLogic develops and markets leading-edge video delivery systems, digital media storage, and network RAID subsystems and data management solutions. Current product offerings include VIDEON, the industry's first family of video server systems, the innovative VDR 110 video editing appliance, the award- winning FWB Hammer storage product line and the industry leading RAIDION family of fault-tolerant network RAID and data management solutions. The company sells to OEMs and system integrators, and has a well-established international network of distribution and dealer channel partners. StreamLogic corporate headquarters are currently located in Chatsworth, California, but the Company has announced plans to consolidate in Northern California by April 1997. StreamLogic, VIDEON, Hammer, and RAIDION are trademarks or registered trademarks of StreamLogic Corporation. Additional information on StreamLogic can be found at www.streamlogic.com. For more information, please contact: Barbara V. Scherer (818) 701-8402 Vivien Avella (818) 701-8419 # # # 5 EX-99.(D)(13) 3 TEXT OF PRESS RELEASE DATED 11/15/96 EXHIBIT (d)(13) [LETTERHEAD OF STREAMLOGIC CORPORATION] FOR IMMEDIATE RELEASE - --------------------- STREAMLOGIC UPDATE ON STATUS OF TENDER FOR EXCHANGE OF 6% CONVERTIBLE SUBORDINATED DEBENTURES Chatsworth, Calif., November 15, 1996 -- StreamLogic Corporation (NASDAQ:STLC) announced that as of close of business yesterday it had received consent cards representing 48.15% of its outstanding common shares, and that 98.78% of those consent cards have voted to approve the Exchange Offer for its 6% Convertible Subordinated Debentures due 2012. In addition, the Company's Exchange Agent reported that 80.12% of the bondholders have rendered their Debentures in the Exchange Offer. On Wednesday, November 13, StreamLogic announced that it had waived the condition to its offer to exchange its 6% Convertible Subordinated Debentures due 2012 that at least 95 percent of the aggregate principal amount of such Debentures be tendered. However, the obligation of Loomis Sayles & Co. to advise its clients (who hold approximately 79% of the Debentures) to tender their Debentures remains subject to the condition that at least 95% of the Debentures be tendered. The scheduled expiration date for the Consent Solicitation and Offer to Exchange is 5 p.m. and 12 midnight New York City time on November 20, respectively. "We are encouraged by both the shareholder vote and the response from bondholders to date. With 4 business days to go until the Offer expires, we are cautiously optimistic that the Exchange Offer will be consummated.," commented Barbara V. Scherer, Senior Vice President and CFO. StreamLogic develops and markets leading-edge video delivery systems, digital media storage, and network RAID subsystems and data management solutions. Current product offerings include VIDEON, the industry's first family of video server systems, the innovative VDR 110 video editing appliance, the award-winning FWB Hammer storage product line and the industry leading RAIDION family of fault-tolerant network RAID and data management solutions. The company sells to OEMs and system integrators, and has a well-established international network of distribution and dealer channel partners. StreamLogic corporate headquarters are currently located in Chatsworth, California, but the Company has announced plans to consolidate in Northern California by April 1997. StreamLogic, VIDEON, Hammer, and RAIDION are trademarks or registered trademarks of StreamLogic Corporation. Additional information on StreamLogic can be found at www.streamlogic.com. For more information, please contact: Barbara V. Scherer (818)701-8402 Vivien Avella (818)701-8419 -----END PRIVACY-ENHANCED MESSAGE-----