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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report--November 7, 1996
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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)
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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)
Not Applicable
(Former name and former address)
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StreamLogic Corporation
Current Report on Form 8-K
November 7, 1996
Table of Contents
Page
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Item 5. Other Events 3
Item 7. Financial Statements and Exhibits 3
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Item 5. Other Events
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The purpose of this Form 8-K is to file a press release issued by
StreamLogic Corporation on November 5, 1996 regarding the Company's announcement
of an extension of time granted it by the Nasdaq Stock Market, Inc. for
continued listing on the Nasdaq National Market System, and an amendment of the
Company's agreement with FWB Software LLC. A copy of this press release is filed
herewith as Exhibit 20.1 and is hereby incorporated by reference to this Item 5.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
20.1 - Press Release dated November 5, 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 7, 1996 By: /s/ Lee N. Hilbert
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Lee N. Hilbert
Chief Financial Officer
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EXHIBIT 20.1
[LETTERHEAD OF STREAMLOGIC]
FOR IMMEDIATE RELEASE
STREAMLOGIC ANNOUNCES EXTENSION OF NASDAQ LISTING,
AMENDMENT TO AGREEMENT WITH FWB SOFTWARE
CHATSWORTH, Calif., November 5, 1996 - StreamLogic Corporation
(NASDAQ:STLC) today announced that it has received a determination from The
Nasdaq Stock Market, Inc. that its listing on the Nasdaq National Market System
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.
"StreamLogic is very pleased with Nasdaq's decision and believes that the
extension of time will be sufficient for the company to consummate the exchange
offer currently under way for its $75 million 6% Convertible Subordinated
Debentures," said Lee Hilbert, Chief Financial Officer of StreamLogic
Corporation. "The company is in the process of preparing a supplementary
mailing of the exchange offer documentation pursuant to regulatory requirements
and anticipates completion of the transaction by November 21 after which the
company expects to have regained compliance with all Nasdaq rules for continued
listing on the National Market System."
Completion of the exchange offer is dependent on, among other things,
participation in the offer to exchange by at least 95% of all debenture holders,
the satisfaction of all necessary regulatory requirements and shareholder
approval, as described in the company's October 6, 1996 press release and the
Offer to Exchange. As a result, there can be no assurance that the exchange
offer will be completed as currently anticipated.
In another development, StreamLogic today announced the amendment of its
July 1, 1996 agreement with FWB Software LLC. The amended agreement calls for
StreamLogic to deliver to FWB Software LLC a package of $500,000 cash, an
additional 1,380,000 shares of newly issued StreamLogic common stock and a
variable rate secured promissory note of $1.25 million payable in eight equal
quarterly installments. In addition, StreamLogic will reduce its percentage
equity ownership in FWB Software LLC from 11% to 7.5%.
The original agreement with FWB Software LLC announced on July 11, 1996
called for the issuance of approximately 1.25 million shares of StreamLogic
common stock with an initial value of $7.5 million with additional shares
issued if a decline in market price of StreamLogic common stock were experienced
during the month of October 1996.
"We consider the revised agreement to be favorable to the company, as it
minimizes both the number of additional shares of common stock to be issued, and
near term cash outflows," Hilbert continued. "The company supports FWB Software
LLC's continued development and marketing of its software products, including
its ToolKit product lines and is pleased to continue its investment."
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As previously reported, StreamLogic and FWB Software LLC have an OEM
license agreement which provides for the future development of software products
by FWB Software LLC for StreamLogic.
StreamLogic develops and markets leading edge video delivery, digital media
storage, and networking RAID and data management solutions. Current product
offerings include VIDEON, the industry's first family of video-on-demand server
subsystems, the innovative Video Disk Recorder (VDR) video editing appliance,
the award-winning Hammer high-performance storage products, and the industry
leading RAIDION family of fault-tolerant network RAID and data management
solutions. The company sells to OEMs and systems integrators and has a well-
established international network of distribution and dealer channel partners.
StreamLogic corporate headquarters are located in Chatsworth, California, with
marketing, sales, engineering, customer service, and manufacturing operations in
Menlo Park and Chatsworth, California.
StreamLogic, VIDEON, Hammer, and RAIDION, are trademarks or registered
trademarks of StreamLogic Corporation. Additional information on StreamLogic can
be found at http://www.streamlogic.com
For more information, please contact: Lee Hilbert (818) 701-8404
Barbara Scherer (818) 701-8402
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