-----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, BrdDUrb6bNqLfcBc7z9RV8eI84I3cvElSABVSxefuBZnt0eIGkZSwMH6vPdiZYvO CEkmavJ4bXhY4Mb6I8+8+A== 0000898430-96-005511.txt : 19961122 0000898430-96-005511.hdr.sgml : 19961122 ACCESSION NUMBER: 0000898430-96-005511 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961121 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961121 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: 96670438 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 21, 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 21, 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) ---------- BARBARA V. SCHERER 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 21, 1996 Table of Contents Page ---- Item 5. Other Events 3 Item 7. Financial Statements and Exhibits 6 -2- Item 5. Other Events - -------------------- The Company's tender offer (the "Offer") for any and all of its 6% Convertible Subordinated Debentures due March 15, 2012 ("6% Debentures") expired as scheduled at 12:00 midnight New York City time on November 20, 1996. The preliminary results of the Offer are as set forth in the press release attached as Exhibit 20.1 hereto, which is incorporated herein by reference. Pursuant to the Offer, each $1,000 principal amount of 6% Debentures validly tendered will be exchanged for $120.00 in cash, $113.33 principal amount of the Company's increasing rate unsecured promissory notes due 1998, 216.66667 shares of the Company's Common Stock and five-year warrants to purchase 40 shares of Company Common Stock. In accordance with the requirements of the Nasdaq Stock Market, Inc. ("Nasdaq"), set forth below is an unaudited pro forma condensed consolidated balance sheet of StreamLogic Corporation as of November 1, 1996 and an unaudited pro forma condensed consolidated statement of operations for the one-month period ended November 1, 1996, which have been prepared to illustrate the effect of the Offer. The pro forma financial statements have been prepared as though the closing of the Offer had occurred on November 1, 1996 for the purpose of the pro forma balance sheet and as of the beginning of the month ended November 1, 1996 for the purpose of the pro forma statement of operations. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or consolidated results of operations of StreamLogic Corporation that would have been reported had the closing of the Offer occurred on the dates indicated, nor do they represent a forecast of the consolidated financial position of StreamLogic Corporation at any future date or the consolidated results of operations of StreamLogic Corporation for any future period. -3- STREAMLOGIC CORPORATION PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands) (Unaudited)
Historical Pro Forma -------------------------------------- Adjustments to Reflect the Pro Forma Sept. 27, 1996 Nov. 1, 1996 Exchange Offier(1) Nov. 1, 1996 -------------- ------------ --------------- ------------ ASSETS - ------ Current assets: Cash, cash equivalents and short-term investments $ 22,450 $ 18,128 $ (9,425) $ 8,703 Accounts receivable, net 9,292 6,282 6,282 Inventories 13,851 15,676 15,676 Other current assets 2,266 2,409 2,409 --------- --------- -------- --------- Total current assets 47,859 42,495 (9,425) 33,070 Property, plant and equipment, at cost, less accumulated depreciation and amortization 6,840 6,665 6,665 Other assets 12,073 12,161 (1,123) 11,038 --------- --------- -------- --------- $ 66,772 $ 61,321 $(10,548) $ 50,773 ========= ========= ======== ========= LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) - ---------------------------------------------- Current liabilities: Notes payable $ 3,200 $ 2,200 $ 2,200 Current maturities of long term debt 3,750 3,750 (3,750) 0 Accounts payable 8,794 6,915 6,915 Other accrued liabilities 14,835 14,569 155 14,724 --------- --------- -------- --------- Total current liabilities 30,579 27,434 (3,595) 23,839 6% Convertible Subordinated Debentures due 2012 71,250 71,250 (66,461) 4,789 Other long term debt 7,957 7,957 Deferred income taxes 1,720 1,720 1,720 Shareholders' equity (deficit): Preferred stock 0 0 0 Common stock 16,931 16,931 15,212 32,143 Additional paid-in capital 116,037 116,037 11,327 127,364 Accumulated deficit (169,745) (172,051) 25,011 (147,040) --------- --------- -------- --------- Total shareholders' equity (deficit) (36,777) (39,083) 51,550 12,467 --------- --------- -------- --------- $ 66,772 $ 61,321 $(10,549) $ 50,772 ========= ========= ======== =========
(1) To give effect to the payment of cash and the issuance of unsecured promissory notes, Common Stock and warrants pursuant to the Exchange Offer based on the tender of approximately $70.2 million aggregate principal amount of the Debentures. The pro forma adjustments also reflect the elimination of the tendered Debentures and the related current portion and unamortized issuance cost and the recognition of estimated extraordinary gain of approximately $25 million. -4- STREAMLOGIC CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) (Unaudited)
Historical ------------------------------------ Pro Forma Three Months One Month Adjustments to Pro Forma Ended Ended Reflect the One Month Ended Sept. 27, 1996 Nov. 1, 1996 Exchange Offer(2) Nov. 1, 1996(3) -------------- ------------ ----------------- --------------- Net sales $12,947 $ 3,846 $ - $ 3,846 Cost of sales 12,001 3,039 0 3,039 Gross margin 946 807 0 807 Operating expenses: Research and development 3,604 1,293 0 1,293 Selling, general and administrative 4,373 1,507 0 1,507 In-process research and development 1,370 ------- ------- ------ ------- Total operating expenses $ 9,347 $ 2,800 $ - $ 2,800 ------- ------- ------ ------- Loss from operations (8,401) (1,993) 0 (1,993) Interest expense (1,167) (417) 350 (67) Interest income 366 104 0 104 Other income (expense) 0 0 0 0 ------- ------- ------ ------- Loss before income taxes (9,202) (2,306) 350 (1,956) Income tax provision 2 0 0 0 ------- ------- ------ ------- Loss before extraordinary item $(9,204) $(2,306) $ 350 $(1,956) ======= ======= ====== ======= Loss before extraordinary item per share $ (0.54) $ (0.14) $ (0.06) ======= ======= ====== ======= Weighted average common and common equivalent shares outstanding 16,931 16,931 15,212 32,143 ======= ======= ====== =======
2. Adjustment to interest expense to give effect to Exchange at the beginning of period presented; reduction of interest expense on Debentures of $350. Pursuant to Financial Accounting Standards Board Statement No. 15 the Company has included the expected interest payment obligations on the unsecured promissory notes on the balance sheet and, accordingly, no provision is included in the statement of operations. 3. The above pro forma consolidated statement of operations does not include an extraordinary gain of approximately $25 million which will be recorded in the Company's consolidated financial statements for the December 1996 quarter. -5- As further required to be reported by Nasdaq, the current members of the Audit Committee of the Company's board of directors are Ericson M. Dunstan, Chriss W. Street and Eliott D. James. Item 7. Financial Statements and Exhibits - ----------------------------------------- (c) Exhibits 20.1 - Press Release dated November 21, 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 21, 1996 By: /s/ Barbara V. Scherer ------------------------------- ----------------------------------- Barbara V. Scherer Chief Financial Officer -6- EX-20.1 2 PRESS RELEASE DATED NOVEMBER 21, 1996 EXHIBIT 20.1 FOR IMMEDIATE RELEASE - --------------------- StreamLogic Exchange Offer Consummated and NASDAQ National Market System Listing Requirements Maintained Chatsworth, Calif., November 21, 1996 -- StreamLogic Corporation (NASDAQ:STLC) announced that as a result of the successful consummation of its Exchange Offer for any and all of its 6% Convertible Subordinated Debentures due 2012, the Company has now complied with the requirements for continued listing on the NASDAQ National Market System. Specifically, the Company has net tangible assets (as defined by NASDAQ) as of November 1, 1996, on a pro forma basis including the results of the Exchange Offer, of $12,467,000. StreamLogic also today announced that the Exchange Offer was approved by the holders of approximately 52.4% of the outstanding shares of StreamLogic common stock. "On behalf of all of us at StreamLogic, I want to express my appreciation to the shareholders and the bondholders for supporting this transaction. The Exchange Offer was critical to our ability to maintain our NASDAQ NMS listing, and it has reduced the Company's outstanding debt by $62.2 million. Completing this transaction will also allow senior management to spend more time on the business actions needed to improve the Company's financial performance", commented J. Larry Smart, Chairman and CEO. Based on a preliminary count by Chase Mellon Shareholder Services LLC, the exchange agent for the offer, approximately $70.2 million aggregate principal amount of the Debentures were tendered pursuant to the offer. In accordance with the terms of the offer, StreamLogic will accept for exchange all of the Debentures properly tendered. Assuming that approximately $70.2 million aggregate principal amount of Debentures are tendered, approximately $4.8 million aggregate principal amount of Debentures will remain outstanding. Additionally, assuming that such amount of Debentures are tendered, the Company will issue as consideration for the tendered Debentures a total of approximately $8.4 million in cash, $8.0 million principal amount of two-year unsecured increasing rate promissory notes, 15.2 million shares of StreamLogic common stock and five-year warrants to purchase 2.8 million shares of Common Stock. The Exchange Offer expired as scheduled at 12:00 midnight New York City time on November 20, 1996. Delivery of the Exchange Offer consideration for the tendered Debentures is expected to be made in approximately seven to ten business days. 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. -----END PRIVACY-ENHANCED MESSAGE-----