<PAGE>
================================================================================
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--May 13, 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)
---------------------------
Micropolis Corporation
21211 Nordoff Street
Chatsworth, California 91311
(Former name and former address)
<PAGE>
Streamlogic Corporation
Current Report on Form 8-K
May 13, 1996
Table of Contents
Page
----
Item 7. Financial Statements and Exhibits 3
Item 8. Change in Fiscal Year 3
-2-
<PAGE>
Item 7. Financial Statements and Exhibits
- - -----------------------------------------
Exhibit
-------
4.4 Amendment No. 2 to Rights Agreement
Item 8. Change in Fiscal Year
- - -----------------------------
On May 9, 1996 StreamLogic Corporation (the "Company") determined to change
its fiscal year from that used in its most recent filing with the Securities and
Exchange Commission. The previously filed fiscal year end was December 29, 1995.
The new fiscal year end will be the last Friday in March. The transition period
ending March 29, 1996 will be reported on Form 10-K.
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: May 13, 1996 By: /s/ Lee N. Hilbert
------------------------------- -----------------------------------
Lee N. Hilbert
Chief Financial Officer
-3-
<PAGE>
EXHIBIT 4.4
AMENDMENT NO. 2
TO RIGHTS AGREEMENT
AMENDMENT NO. 2 (the "Amendment"), dated as of March 25, 1996, to the
Rights Agreement, dated as of May 18, 1989 (the "Rights Agreement"), between
Micropolis Corporation, a Delaware corporation (the "Company"), and First
Interstate Bank of California, as rights agent (the "Rights Agent").
WHEREAS, at a meeting of the Board of Directors of the Company (the
"Board") held on March 22, 1996, the Board considered the operation of the
Rights Agreement should the Company enter into a proposed transaction in which
the Company would issue warrants (the "Warrants") to purchase 1.5 million shares
of the Company's Common Shares (as such term is defined in the Rights Agreement)
to an investor pursuant to a proposed Warrant Agreement (the "Warrant
Agreement");
WHEREAS, the investor has indicated that as a precondition to accepting
the Warrants in connection with a restructuring of certain existing convertible
notes of the Company, the investor would require that the Company take all
action necessary to ensure that no holder of such Warrants or the shares of the
Company's Common Shares to be issued upon the exercise of any Warrants will be
deemed an "Acquiring Person" under the Rights Agreement by virtue of entering
into the Warrant Agreement or holding or acquiring any Warrants (or Common
Shares issued on exercise of such Warrants) issued thereunder;
WHEREAS, the Board has determined that amendment of the Rights Agreement to
ensure that no such holder will be deemed an Acquiring Person is in the best
interests of the Company and its stockholders and has authorized such an
amendment;
<PAGE>
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement, as authorized by Section 26 of the Rights Agreement, by altering,
adding and deleting the provisions set forth herein in the manner set forth
below; and
WHEREAS, the parties have complied with or satisfied all
conditions necessary to the amendment of the Rights Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions.
-----------
All terms used herein as defined terms which are not defined in this
Amendment shall have the meanings ascribed to them in the Rights Agreement.
SECTION 2. Amendment to Rights Plan.
------------------------
(a) Section 1(a) of the Rights Agreement shall be deleted in its entirety
and replaced by a new Section 1(a), which shall read as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 20% or more
of the Common Shares of the Company then outstanding but shall not include
the Company, any Subsidiary of the Company or any employee benefit plan of
the Company or of any Subsidiary of the Company or any entity holding
shares of capital stock of the Company for or pursuant to the terms of any
such plan, in its capacity as an agent or trustee for any such plan.
Notwithstanding anything to the contrary in the foregoing, for purposes of
this Agreement and the definition of Acquiring Person, no Person shall be
deemed to be the Beneficial Owner of, or to beneficially own, securities
which such Person or any of such Person's Affiliates or Associates may
acquire, does or do acquire or may be deemed to have the right to acquire,
pursuant to (a) any Note Agreement, (b) any Convertible Notes, (c) any
Common Shares issued or issuable on conversion of any Convertible Notes,
(d) any Warrant Agreement, (e) any Warrants of (f) any Common Shares issued
or issuable on exercise of any Warrants. "Note Agreement" shall mean any
agreement approved by resolution of the Board entered into after the date
of Amendment No. 1 to this Agreement between the Company and Lindner
Dividend Fund, A Series of Lindner Investments, a Massachusetts business
trust, relating to the issuance of a newly
<PAGE>
created series of Convertible Notes. "Convertible Notes" shall mean any debt
securities convertible into Common Shares which are issued by the Company
after the date of Amendment No. 1 to this Agreement pursuant to any Note
Agreement. "Warrant Agreement" shall mean any agreement approved by
resolution of the Board entered into after the date of Amendment No. 2 to
this Agreement between the Company and Lindner Dividend Fund, A Series of
Lindner Investments, a Massachusetts business trust, relating to the issuance
of Warrants. "Warrants" shall mean any common stock purchase warrants for
Common Shares which are issued by the Company after the date of Amendment No.
2 to this Agreement pursuant to any Warrant Agreement.
SECTION 3. Miscellaneous. This Amendment may be executed in one or
-------------
more counterparts, each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreements. This
Amendment shall be governed by any interpreted in accordance with the laws of
the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be executed as of the date and year first above written.
COMPANY
-------
MICROPOLIS CORPORATION
Attest:
By: /s/ VIVIEN AVELLA By: /s/ J. LARRY SMART
------------------------------ ------------------------------
Name: Vivien Avella Name: J. Larry Smart
Its: Manager, Banking Its: President and CEO
and Finance
RIGHTS AGENT
------------
FIRST INTERSTATE BANK OF
CALIFORNIA
Attest:
By: /s/ SHARON KNEPPER By: /s/ RONALD E. LUG
------------------------------ ------------------------------
Name: Sharon Knepper Name: Ronald E. Lug
Its: Vice President Its: Vice President
