-----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, TNiSCgQgZGCRQj9voHyaXZZh0CO+lFFkwT30DQYBU2QCbZl0s+M6cA3pUZH3BDiy jPsbQ0spEhGF+spQmzITNw== 0000898430-96-005514.txt : 19961122 0000898430-96-005514.hdr.sgml : 19961122 ACCESSION NUMBER: 0000898430-96-005514 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961121 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 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35028 FILM NUMBER: 96670455 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 13E4/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 13E4/A 1 AMENDMENT #4 TO SCHEDULE 13E-4 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13E-4/A ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (Amendment No. 4) ----------------- STREAMLOGIC CORPORATION (Name of Issuer) ---------------- STREAMLOGIC CORPORATION (Name of Person(s) Filing Statement) ---------------- 6% Convertible Subordinated Debentures due March 15, 2012 (Title of Class of Securities) ---------------- 863238-AA-5 (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 October 7, 1996 (Date Tender Offer First Published, Sent or Given to Security Holders) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PAGE 1 OF 4 PAGES EXHIBIT INDEX ON PAGE 4 This Amendment No. 4 amends and supplements the Rule 13E-4 Transaction Statement relating to the offer by StreamLogic Corporation, a Delaware corporation (the "Company"), to exchange, for each $1,000 principal amount of 6% Debentures, $120.00 in cash, $113.33 principal amount of the Company's increasing rate unsecured promissory notes due 1998, 216.66667 shares of its Common Stock, $1.00 par value per share ("Common Stock") and five-year warrants to purchase 40 shares of Common Stock for any and all of its 6% Convertible Subordinated Debentures due March 15, 2012 ("6% Debentures"), upon the terms and subject to the conditions set forth in the Offer to Exchange dated October 7, 1996, as amended (the "Offer to Exchange"), and in the related Letter of Transmittal (which together constitute the "Offer"). Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in Schedule 13E-4 or in the Offer to Exchange. ITEM 8. ADDITIONAL INFORMATION Item 8 is hereby amended by adding the following thereto: The Offer expired at 12:00 midnight, New York City time, on Wednesday, November 20, 1996. The preliminary results of the Offer are as set forth in Exhibit (a)(14) hereto. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description ----------- ----------- (a)(1)* Offer to Exchange dated October 7, 1996. (a)(2)* Letter of Transmittal. (a)(3)* Notice of Guaranteed Delivery. (a)(4)* Letter from the Company to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6)* Letter from the Company to 6% Debenture Holders. (a)(7)* Text of Press Releases dated June 17, 1996, September 16, 1996 and October 6, 1996. (a)(8)* Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(9)* Supplement to Offer to Exchange dated November 6, 1996. (a)(10)* Supplemental Letter from the Company to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(11)* Text of Press Release dated November 13, 1996. (a)(12)* Text of Press Release dated November 15, 1996. (a)(13)* Text of Press Release dated November 18, 1996. (a)(14) Text of Press Release dated November 21, 1996. (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 as of October 3, 1996 between the Company and Loomis Sayles & Co., L.P. (d) Not applicable. (e) Not applicable. (f) Not applicable. * previously filed
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 21, 1996 STREAMLOGIC CORPORATION BY /s/ Barbara V. Scherer ------------------------------------- NAME: Barbara V. Scherer TITLE: CHIEF FINANCIAL OFFICER EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------- ----------- ------------ (a)(14) Text of Press Release dated November 21, 1996.
EX-99.(A)(14) 2 TEXT OF PRESS RELEASE DATED 11/21/96 Exhibit (a)(14) [LETTERHEAD OF STREAMLOGIC CORPORATION] 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. 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-----