BOX HILL SYSTEMS CORP
8-K, 1998-12-23
COMPUTER STORAGE DEVICES
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                     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 (Date of earliest event reported) December 18, 1998



                           Box Hill Systems Corp.

          (Exact name of registrant as specified in its character)

      New York            1-13317              13-3460176
- ---------------------------------------------------------------------------

      (State or other          (Commission            (IRS Employer
      jurisdiction of          File Number)           Identification No.)
      incorporation)

                         161 Avenue of the Americas
                             New York, NY 10013
- ---------------------------------------------------------------------------

            (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code   212-989-4455
                                                 --------------------

           N/A
- ---------------------------------------------------------------------------
       (Former name or former address, if changed since last report.)



<PAGE>




Item 5. Other Events

          On December 18, 1998, Box Hill Systems Corp. announced that it
had been named as a defendant in two class action lawsuits filed by
shareholders.

Item 7.    Financial Statements and Exhibits

           Exhibits:

           99     Press Release dated December 18, 1998.


                                 SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                               Box Hill Systems Corp.
                               ---------------------
                                (Registrant)

Date December 23, 1998              By: /s/ R. Robert Rebmann, Jr.
- ----------------                  --------------------------------
                                  R. Robert Rebmann, Jr.
                                  Chief Financial Officer and
                                    Treasurer









                                                     Box Hill Systems Corp.
                                                 161 Avenue of the Americas
                                                         New York, NY 10013
                                                                (NYSE: BXH)





At Box Hill Systems Corp.:
Valerie Greenberg
Director, Investor Relations
(212) 989-4455
[email protected]


At the Financial Relations Board:
Doug DeLieto       Elisa Mailman       Alan Goldsand
(general info.)    (analyst info.)      (media info.)
                   (212) 661-8030




BOX HILL AND OTHERS NAMED IN SHAREHOLDER ACTIONS

The Company Believes The Actions Are Unfounded

December 18, 1998, New York, NY - Box Hill Systems Corp. (NYSE: BXH), a
leading independent provider of high-performance data storage and SAN
solutions, today announced that it will vigorously defend against two
purported class action lawsuits that recently have been filed by
shareholders against the Company. The lawsuits also name as defendants
certain officers, directors and, in one action, the managing underwriters
of the Company's initial public offering. Both actions focus on the
Registration Statement and Prospectus filed in September, 1997 in
connection with the IPO. The Company believes that those documents complied
with the requirements of the securities laws and that the actions are
unfounded.

The two actions are: Spirgel v. Box Hill Systems Corp., et. al, brought in
the U.S. District Court for the Eastern District of New York; and, Milman
v. Box Hill Systems Corp., et. al, brought in the U.S. District Court for
the Southern District of New York. The actions allege violations of the
Securities Act of 1933 and seek damages and recision.

Box Hill Systems Corp. is a leading independent provider of storage and SAN
solutions that are bigger, faster and smarter than industry competition.
Box Hill, based in New York City, is recognized worldwide by a customer
base that includes many of the largest financial, telecommunications,
digital imaging, multimedia, pharmaceutical, government and university
research institutions in the world. Box Hill's home page is
www.boxhill.com.

Box Hill and the Box Hill logo are registered trademarks of Box Hill
Systems Corp.

Certain statements contained in this press release, including statements
regarding the business, the intent, belief or current expectations of the
Company, its directors or its officers, primarily with respect to the
future operating performance of the Company and the products it expects to
offer and other statements contained herein regarding matters that are not
historical facts, are "forward-looking statements" within the meaning of



<PAGE>



the Private Securities Litigation Reform Act. Because such statements
include risks and uncertainties, actual results may differ materially from
those expressed or implied by such forward-looking statements. Those risks
and uncertainties include, among others: rapid technological change,
frequent new product introductions, evolving industry standards and
changing customer preferences in the Open Systems storage market. In
addition, the Company's business and results of operations are subject to
numerous additional risks and uncertainties, including: availability and
cost of key components; dependence on a limited number of customers;
reliance on the financial services and telecommunications industries; the
ability to attract, train, retain and motivate qualified management,
technical, manufacturing, sales and support personnel; demand on
administrative, operational, financial, manufacturing, sales and customer
service resources caused by the Company's growth and expansion; and the
Company's ability to protect its proprietary software and other
intellectual property rights. All forward-looking statements speak only as
of the date on which they are made. Box Hill undertakes no obligation to
update such statements to reflect events, which occur, or circumstances,
which exist after the date on which they are made.

For more information on Box Hill Systems Corp., via fax at no charge,
please dial 1-800-PRO-INFO and enter ticker symbol BXH, or visit Box Hill's
Web site at www.boxhill.com.

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