<PAGE>
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
STREAMLOGIC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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STREAMLOGIC CORPORATION
SUPPLEMENT TO PROXY STATEMENT
DATED OCTOBER 7, 1996
---------------
This Supplement (the "Supplement") supplements the Proxy Statement dated
October 7, 1996 (the "Proxy Statement") with respect to a proposal (the
"Proposal") regarding an offer by StreamLogic Corporation (the "Company") to
exchange any and all of its 6% Convertible Subordinated Debentures due 2012
for cash, increasing rate promissory notes, common stock of the Company and
warrants to purchase common stock of the Company, the consummation of such
offer and the issuance of Common Stock, Promissory Notes and Warrants in
connection with the Exchange. The termination date on which the proposal shall
be deemed to have been approved if sufficient consents shall have been
received and not revoked has been extended to November 20, 1996. Unless
otherwise defined, capitalized terms used herein have the same meanings as in
the Proxy Statement. EXCEPT AS SET FORTH HEREIN, THE TERMS AND CONDITIONS OF
THE PROPOSAL REMAIN AS SET FORTH IN THE PROXY STATEMENT.
RECENT DEVELOPMENTS
On October 24, 1996, a Nasdaq Qualification Hearing with respect to the
continued inclusion of the Company's Common Stock on the Nasdaq NMS was held
in Washington, D.C. before a three-member panel of the National Association of
Securities Dealers Inc. At such hearing, the Company requested that it be
granted an extension until November 21, 1996 to meet the net tangible assets
requirement for continued inclusion of its Common Stock on the Nasdaq NMS. On
November 1, 1996, the Company received a determination from Nasdaq that its
inclusion on the Nasdaq NMS would be continued through November 21, 1996 and
thereafter, subject to the Company having net tangible assets not less than
$10 million on or before such date.
On October 16, 1996, the Company announced a plan to relocate its corporate
headquarters and consolidate all of its manufacturing operations in Northern
California. This cost saving measure calls for the closing of the company's
current Chatsworth facility and relocation of its manufacturing operations,
engineering and administration by early April 1997.
Pursuant to the agreement relating to the Company's July 1, 1996 purchase of
the hardware business of FWB Software Inc. ("FWB") and the Company's 11%
equity investment in the software business retained by FWB, FWB was to receive
additional shares or return shares of StreamLogic Common Stock such that the
market value (based on the average price as defined in the Operating Agreement
of FWB Software, LLC) of the shares contributed to FWB (1,256,123 shares were
contributed to FWB effective July 1, 1996) would be equal to $7.5 million,
such adjustment to have occurred on October 29, 1996. Such adjustment required
the issuance of approximately 2,760,000 additional shares of StreamLogic
Common Stock to FWB which issuance, if made, would have contravened the terms
of Tender Agreement as well as certain Nasdaq rules relating to the issuance
of 20% or greater of an issuer's outstanding common stock. The Company did not
issue such additional shares to FWB on October 29, 1996, and on November 1,
1996 reached an agreement with FWB whereby the Company issued to FWB 1,380,000
additional shares of Common Stock, a $1.25 million promissory note bearing
interest at Bank of America's reference rate plus 2% due November 1998 and
secured by the Company's equity interest in FWB Software LLC and paid to FWB
$500,000 in cash. In addition, the Company's equity interest in FWB Software
LLC was reduced from 11% to 7.5%. After giving effect to the issuance
---------------
ANY CONSENT CARD EXECUTED AND DELIVERED BY A STOCKHOLDER, INCLUDING WITHOUT
LIMITATION CONSENT CARDS DELIVERED PRIOR TO THE DATE HEREOF, MAY BE REVOKED BY
DELIVERING WRITTEN NOTICE OF SUCH REVOCATION PRIOR TO THE EFFECTIVE DATE TO
THE COMPANY AT THE FOLLOWING ADDRESS: STREAMLOGIC CORPORATION, 21329 NORDHOFF
STREET, CHATSWORTH, CALIFORNIA 91311: ATTENTION: CHIEF FINANCIAL OFFICER
THE TERMINATION DATE ON WHICH THE PROPOSAL SHALL BE DEEMED TO HAVE BEEN
APPROVED IF SUFFICIENT CONSENTS SHALL HAVE BEEN RECEIVED AND NOT REVOKED HAS
BEEN EXTENDED TO 5:00 P.M. NEW YORK CITY TIME ON NOVEMBER 20, 1996.
The date of this Supplement is November 6, 1996
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of the additional 1,380,000 shares of Common Stock to FWB, and assuming that
100% of the 6% Debentures are accepted for exchange pursuant to the Exchange
Offer, the 2,636,123 shares of Common Stock owned by FWB represent
approximately 7.6% of the outstanding shares of Common Stock, the 16,250,000
shares of Common Stock issued pursuant to the Exchange Offer represent
approximately 47.0% of the outstanding shares of Common Stock, and the
Warrants to purchase 3,000,000 shares of Common Stock issued pursuant to the
Exchange Offer represent, when exercised and taken together with the Common
Stock issued as part of the Tender Offer Consideration, approximately 51.3% of
the outstanding shares of Common Stock (in each case, based on the number of
shares outstanding as of August 5, 1996 and giving effect to the issuance of
the additional shares to FWB and the issuance of shares in the Exchange
Offer).
AMENDMENTS TO THE PROXY STATEMENT
The following sections of the Proxy Statement have been modified as
described below. Except as set forth below and elsewhere in this Supplement,
the terms and conditions of the Proposal remain as stated in the Proxy
Statement.
GENERAL INFORMATION
This section of the Proxy Statement has been amended by adding the following
paragraph after the last paragraph on page 3:
Stockholder Proposals
Stockholder proposals for presentation at the annual meeting to be held
in 1997 must be received at the Company's principal executive offices on or
before November 20, 1996.
BACKGROUND OF THE OFFER
This section of the Proxy Statement has been amended by adding the following
paragraph after the third paragraph on page 4:
The Company has been advised by Loomis Sayles that it has no economic
interests in any 6% Debentures, but that it and its affiliates have sole
discretionary investment power with respect to the approximately $58
million principal amount of 6% Debentures held by the approximately 41
investors it advises. Such power constitutes "beneficial ownership" of such
6% Debentures within the meaning of such term in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended.
TERMS OF THE OFFER
This section of the Proxy Statement has been amended by adding the following
sentence after the first sentence of the first paragraph of such section on
page 6:
Tendering holders of 6% Debentures will not receive fractional shares of
Common Stock in the Offer but instead will receive an additional cash
payment in lieu thereof in an amount equal to the same fraction of the
market price per share of Common Stock.
This section of the Proxy Statement has been further amended by adding the
following paragraph after the second paragraph of such section on page 6:
The value of the Tender Offer Consideration, assuming that the Promissory
Notes are valued at par, the shares of Common Stock are valued at $2.125
per share (based on the closing market price on October 3, 1996) and each
Warrant to purchase 40 shares of Common Stock is valued at $40 (as
estimated by the Company based on the Black-Scholes option pricing
formula), is approximately $733.75 per $1,000 principal amount of 6%
Debentures, or an aggregate of $55,031,250 if all of the 6% Debentures are
tendered in the Offer. This amount represents a premium of $163.75 per
$1,000 principal amount of 6% Debentures,
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or an aggregate premium of (assuming all of the 6% Debentures are tendered)
$12,281,250, compared to the $570 market value per $1,000 face amount of
the 6% Debentures on September 26, 1996 (the last day prior to the date the
Second Amendment was publicly announced on which trades in the 6%
Debentures were reported).
This section of the Proxy Statement has been further amended by amending the
phrase "in the sole judgment of the Board of Directors of the Company" to "in
the reasonable judgment of the Board of Directors of the Company" in clause
(ii) of the fourth paragraph of such section beginning on page 6 and carrying-
over to page 7.
This section of the Proxy Statement has been further amended by adding the
following sentence after the fourth paragraph of such section beginning on page
6 and carrying-over to page 7:
The obligation of StreamLogic to consummate the Offer is also conditioned
upon approval of the Proposal, the inclusion of the Common Stock on the
Nasdaq NMS and certain customary conditions such as receipt of required
governmental approvals and the like.
TRADING OF THE COMPANY'S SECURITIES
This section of the Proxy Statement has been amended by adding the following
information after the first paragraph of such section on page 7:
The following table sets forth for the periods indicated the high and low
closing prices for the Common Stock.
<TABLE>
<CAPTION>
CALENDAR QUARTER HIGH LOW
---------------- ----- -----
<S> <C> <C>
1996:
First Quarter.................................................. 5 1/8 1 3/8
Second Quarter................................................. 8 5/8 3 1/2
Third Quarter.................................................. 3 5/8 2
1995:
First Quarter.................................................. 11 4 7/8
Second Quarter................................................. 7 1/4 4 3/4
Third Quarter.................................................. 7 3/8 5 3/8
Fourth Quarter................................................. 5 3/8 6 1/8
1994:
First Quarter.................................................. 8 3/8 4 7/8
Second Quarter................................................. 7 7/8 5 1/4
Third Quarter.................................................. 7 1/4 5 3/8
Fourth Quarter................................................. 9 1/2 6 1/8
</TABLE>
On June 14, 1996, September 13, 1996 and October 3, 1996, the last respective
trading days prior to the date the Initial Tender Agreement, the First
Amendment and the Second Amendment were each publicly announced, the closing
sale price of the Common Stock as reported by Nasdaq NMS was 5 3/8, 3 1/16 and
2 1/8, respectively.
At August 5, 1996, there were 622 record holders of the Company's Common
Stock.
PURPOSES AND CERTAIN EFFECTS OF THE PROPOSAL
The sixth paragraph of this section on page 8 has been amended and restated
in its entirety as follows:
Significant Stockholder. Following consummation of the Offer, Loomis
Sayles will advise, assuming that all of the investors it advises remain
its clients (which investors may not be so obligated), investors holding
approximately 38.7% of the outstanding Common Stock, and approximately
42.0% assuming
3
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exercise of all Warrants (in each case, based on the number of shares
outstanding on August 5, 1996 and giving effect to the issuance of shares
in the Offer). In addition, the Company has agreed to include two persons
designated by investors advised by Loomis Sayles on its Board of Directors
prior to or on the Expiration Date, and to include two persons designated
by investors advised by Loomis Sayles in management's slate of nominees in
future elections, until such time investors advised by Loomis Sayles no
longer own at least 28% of the outstanding Common Stock of StreamLogic. The
Company expects that Loomis Sayles will make recommendations to the
investors it advises with respect to the selection of such directors.
Nasdaq representatives have advised the Company that, under Nasdaq rules,
the consummation of the Exchange Offer may be deemed to constitute a change
in control of the Company.
DESCRIPTION OF 6% DEBENTURES
This section of the Proxy Statement has been amended by adding the following
paragraph after the last paragraph on page 12:
Accrued Interest to the Expiration Date. Accrued and unpaid interest will
not be paid with respect to 6% Debentures tendered in the Offer. As of
November 20, 1996, there will be $41.33 of accrued and unpaid interest for
each $1,000 face amount of 6% Debentures, or an aggregate of $3,100,000
with respect to all of the outstanding 6% Debentures. If the Expiration
Date is extended beyond November 20, 1996, interest will accrue at a rate
of $0.17 per day for each $1,000 face amount of 6% Debentures, or an
aggregate of $12,500 per day with respect to all of the outstanding 6%
Debentures.
DESCRIPTION OF PROMISSORY NOTES
This section of the Proxy Statement has been amended by adding the following
sentence at the end of the third paragraph on page 16:
As of September 30, 1996, the Company had outstanding $3.2 million
principal amount of secured indebtedness that would otherwise be pari passu
to the Promissory Notes, which are unsecured, and no unsecured indebtedness
that would rank pari passu with the Promissory Notes or indebtedness that
would rank senior to the Promissory Notes.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Unaudited Pro Forma Condensed Consolidated Balance Sheet on page D-3 and
the Unaudited Pro Forma Condensed Consolidated Statement of Operations
beginning on page D-4 have been amended to remove from the pro forma
statements of operations and include in the calculation of pro forma gain a
provision for the expected interest payment obligations on the Promissory
Notes pursuant to Financial Accounting Standards Board Statement No. 15, and
to include the pro forma effect on the pro forma statements of operations for
the three-month period ended March 29, 1996 and the year ended December 29,
1995 of the sale of the Company's drive business and the commencement of the
OEM Supply Agreement between the Company and Micropolis (S) Pte Ltd as of
March 29, 1996. The amended and restated Unaudited Pro Forma Condensed
Consolidated Balance Sheet and the Unaudited Pro Forma Condensed Consolidated
Statement of Operations read in their entirety as follows:
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 28, 1996
---------------------------------
STREAMLOGIC
STREAMLOGIC EXCHANGE CORPORATION
CORPORATION OFFER(1) PRO FORMA
----------- -------- -----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash, cash equivalents and short-term in-
vestments................................. $ 45,859 $(10,000) $ 35,859
Accounts receivable, net................... 8,144 -- 8,144
Receivable from Singapore Technologies..... 1,000 -- 1,000
Inventories................................ 8,025 -- 8,025
Other current assets....................... 1,200 -- 1,200
--------- -------- ---------
Total current assets..................... 64,228 (10,000) 54,228
Property, plant and equipment, net........... 5,639 -- 5,639
Other assets................................. 1,884 (1,200) 684
--------- -------- ---------
$ 71,751 $(11,200) $ 60,551
========= ======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFI-
CIT)
Current liabilities:
10% Subordinated Notes..................... $ 10,000 $ -- $ 10,000
Current maturities of long-term debt....... 3,750 (3,750) --
Accounts payable........................... 6,302 -- 6,302
Other accrued liabilities.................. 10,862 1,638 12,500
--------- -------- ---------
Total current liabilities.................... 30,914 (2,112) 28,802
Unsecured promissory notes, due 1998......... -- 8,500 8,500
Long term debt............................... 71,250 (71,250) --
Deferred income taxes........................ 1,720 -- 1,720
Shareholders' equity (deficit):
Common stock............................. 15,673 16,250 31,923
Additional paid-in capital............... 112,735 25,750 138,485
Accumulated deficit...................... (160,541) 11,662 (148,879)
--------- -------- ---------
Total shareholders' equity (deficit)..... (32,133) 53,662 21,529
--------- -------- ---------
$ 71,751 $(11,200) $ 60,551
========= ======== =========
</TABLE>
- -------
(1) To give effect to the payment of cash and issuance of Common Stock and
Warrants pursuant to the Exchange assuming the holders of 100% of the
outstanding debentures accept the exchange. The pro forma gain application
to the above proposed Exchange after estimated adjustments (assuming 100%
participation by the holders) is:
<TABLE>
<S> <C>
Face value of debentures........................................... $ 75,000
Cash consideration................................................. (9,000)
Unsecured promissory notes......................................... (8,500)
Accrual of interest on unsecured promissory notes.................. (2,550)
Common Stock issued................................................ (39,000)
Reversal of accrued interest on debentures......................... 1,312
Transaction fees................................................... (1,000)
Charge off unamortized bond issuance cost.......................... (1,200)
Value of Warrants issued........................................... (3,000)
--------
12,062
Book provision for income tax...................................... 400
--------
Pro forma gain..................................................... $ 11,662
========
</TABLE>
5
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UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 28, 1996
---------------------------------
STREAMLOGIC
STREAMLOGIC EXCHANGE CORPORATION
CORPORATION OFFER(2) PRO FORMA(3)
----------- -------- ------------
<S> <C> <C> <C>
Net sales..................................... $11,189 $ -- $11,189
Cost of sales................................. 10,467 -- 10,467
------- ------ -------
Gross profit.................................. 722 -- 722
Operating expenses:
Research and development.................... 2,465 -- 2,465
Selling, general and administrative......... 2,771 -- 2,771
------- ------ -------
Total operating expenses.................... 5,236 -- 5,236
------- ------ -------
Loss from operations.......................... (4,514) -- (4,514)
Interest income (expense), net................ (1,025) 1,125 100
------- ------ -------
Loss before income taxes...................... (5,539) 1,125 (4,414)
Income tax provision.......................... 8 -- 8
------- ------ -------
Net loss...................................... $(5,547) $1,125 $(4,422)
======= ====== =======
Loss per share................................ $ (.36) $ (.14)
======= =======
Weighted average shares outstanding........... 15,608 16,250 31,858
======= ====== =======
</TABLE>
- --------
(2) Adjustment to interest expense to give effect to Exchange at the beginning
of period presented; reduction of interest expense on Debentures of
$1,125. 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. See Note (1) to
Unaudited Pro Forma Condensed Consolidated Balance Sheet.
(3) The above pro forma consolidated statement of operations does not include
an extraordinary gain of $11,662 which would be recorded in the Company's
consolidated financial statements in the period in which the Exchange
Offer is consummated.
6
<PAGE>
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 29, 1996
-----------------------------------------------------------
SALE OF OEM SUPPLY STREAMLOGIC
STREAMLOGIC DISK DRIVE AGREEMENT EXCHANGE CORPORATION
CORPORATION ASSETS(6) ADJUSTMENTS(6) OFFER(4) PRO FORMA(5)
----------- ---------- -------------- -------- ------------
<S> <C> <C> <C> <C> <C>
Net sales............... $ 24,408 $(17,670) $ -- $ -- $ 6,738
Cost of sales........... 40,799 (35,613) 504 -- 5,690
-------- -------- ----- ------- -------
Gross loss.............. (16,391) 17,943 (504) -- 1,048
Operating expenses:
Research and develop-
ment................. 8,874 (6,117) -- -- 2,757
Selling, general and
administrative....... 8,836 (6,118) -- -- 2,718
-------- -------- ----- ------- -------
Total operating ex-
penses............... 17,710 (12,235) -- -- 5,475
-------- -------- ----- ------- -------
Loss from operations.... (34,101) 30,178 (504) -- (4,427)
Interest income (ex-
pense), net............ (1,854) -- -- 1,125 (729)
-------- -------- ----- ------- -------
Loss before income tax-
es..................... (35,955) 30,178 (504) 1,125 (5,156)
Income tax provision ... 252 -- -- -- 252
-------- -------- ----- ------- -------
Net loss................ $(36,207) $ 30,178 $(504) $ 1,125 $(5,408)
======== ======== ===== ======= =======
Net loss per share...... $ (2.32) $ (.17)
======== =======
Weighted average shares
outstanding............ 15,580 16,250 31,830
======== ======= =======
</TABLE>
- --------
(4) Adjustment to interest expense to give effect to Exchange at the beginning
of period presented; reduction of interest expense on Debentures of
$1,125. 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. See Note (1) to
Unaudited Pro Forma Condensed Consolidated Balance Sheet.
(5) The above pro forma consolidated statement of operations does not include
an extraordinary gain of $11,662 which would be recorded in the Company's
consolidated financial statements in the period in which the Exchange
Offer is consummated.
(6) Adjustments to illustrate the effect on revenues, cost of sales and
operating expenses by the disk drive business which was sold as of March
29, 1996 and the OEM Supply Agreement between the Company and Micropolis
(S) Pte Ltd entered into on March 29, 1996. (See Note 10 to the historical
consolidated financial statements of StreamLogic Corporation for the three
months ended March 29, 1996, which are incorporated herein.)
7
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UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 29, 1995
-----------------------------------------------------------
SALE OF
DISK OEM SUPPLY STREAMLOGIC
STREAMLOGIC DRIVE AGREEMENT EXCHANGE CORPORATION
CORPORATION ASSETS(9) ADJUSTMENTS(9) OFFER(7) PRO FORMA(8)
----------- --------- -------------- -------- ------------
<S> <C> <C> <C> <C> <C>
Net sales............... $211,264 $(171,921) $ -- $ -- $ 39,343
Cost of sales........... 205,628 (176,336) 2,372 -- 31,664
-------- --------- ------- ------ --------
Gross profit (loss)..... 5,636 4,415 (2,372) -- 7,679
Operating expenses:
Research and develop-
ment................. 42,469 (28,826) -- -- 13,643
Selling, general and
administrative....... 44,274 (30,614) -- -- 13,660
-------- --------- ------- ------ --------
Total operating ex-
penses............... 86,743 (59,440) -- -- 27,303
-------- --------- ------- ------ --------
Loss from operations.... (81,107) 63,855 (2,372) -- (19,624)
Interest income (ex-
pense), net............ (4,242) -- -- 4,500 258
-------- --------- ------- ------ --------
Loss before income tax-
es..................... (85,349) 63,855 (2,372) 4,500 (19,366)
Income tax benefit...... (1,061) -- -- -- (1,061)
-------- --------- ------- ------ --------
Net loss................ $(84,288) $ 63,855 $(2,372) $4,500 $(18,305)
======== ========= ======= ====== ========
Net loss per share...... $ (5.46) $ (.58)
======== ========
Weighted average shares
outstanding............ 15,445 16,250 31,695
======== ====== ========
</TABLE>
- --------
(7) Adjustment to interest expense to give effect to Exchange at the beginning
of period presented; reduction of interest expense on Debentures of
$4,500. 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. See Note (1) to
Unaudited Pro Forma Condensed Consolidated Balance Sheet.
(8) The above pro forma consolidated statement of operations does not include
an extraordinary gain of $11,662 which would be recorded in the Company's
consolidated financial statements in the period in which the Exchange
Offer is consummated.
(9) Adjustments to illustrate the effect on revenues, cost of sales and
operating expenses by the disk drive business which was sold as of March
29, 1996 and the OEM Supply Agreement between the Company and Micropolis
(S) Pte Ltd entered into on March 29, 1996. (See Note 10 to the historical
consolidated financial statements of StreamLogic Corporation for the three
months ended March 29, 1996, which are incorporated herein.)
8
<PAGE>
APPENDIX B--FORM OF INDENTURE
Section 3.01 of Appendix B on page B-5 has been amended by changing the
phrase "on overdue principal at the rate equal to 2% per annum" to "on overdue
principal and interest at the rate equal to 2% per annum" in the second line
of the second paragraph of such section.
Exhibit A of Appendix B on page B-A-2 has been amended by changing the
phrase "360-day year" to "365-day year" in the fourth line of the first
paragraph on such page.
APPENDIX D--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS--RECENT DEVELOPMENTS
This section of the Proxy Statement has been amended by adding the following
sentence at the end of the first paragraph of such section on page D-16:
The Company currently estimates that its cash position as of November 1,
1996, after giving effect on a pro forma basis to the consummation of the
Exchange Offer (assuming 95% of the 6% Debentures are exchanged) and the
completion of the transaction with FWB as amended, would have been
approximately $9 million.
CONSENT CARDS
The Company has not printed and distributed new consent cards. Stockholders
should use the originally distributed consent cards to indicate consent to the
Proposal.
Any consent card executed and delivered by a stockholder, including without
limitation consent cards delivered prior to the date hereof, may be revoked by
delivering written notice of such revocation prior to the Effective Date to
the Company at the following address:
Streamlogic Corporation
21329 Nordhoff Street
Chatsworth, California 91311
Attention: Chief Financial Officer
9
