<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
STREAMLOGIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3093858
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
21329 NORDHOFF STREET
CHATSWORTH, CALIFORNIA 91311
(818) 701-8400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
LEE N. HILBERT
CHIEF FINANCIAL OFFICER
21329 NORDHOFF STREET
CHATSWORTH, CALIFORNIA 91311
(818) 701-8400
(Name, address, including zip code, telephone number, including area code, of
agent for service)
COPY TO:
Brian G. Cartwright, Esq.
Latham & Watkins
633 West Fifth Street--Suite 4000
Los Angeles, California 90071
(213) 485-1234
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TITLE OF EACH AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SECURITY (1) PRICE (1) FEE (1)(2)
- --------------------------------------------------------------------------------
Common Stock, par value
$1.00 per share.........15,234,194 $ 1.34 $20,470,948 $6,203.32
- --------------------------------------------------------------------------------
Common Stock Purchase
Rights (3) * * * *
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee. The
proposed Maximum Aggregate Offering Price was calculated pursuant to Rule
457(c) under the Securities Act of 1933, as amended, on the basis of the
average of the high and low prices reported in the consolidated reporting
system on November 5, 1996.
(2) Amount calculated pursuant to Section 6(b) under the Securities Act.
(3) The Common Stock Purchase Rights are initially carried and traded with the
Common Stock. The value attributable to the rights, if any, is reflected in
the value of the Common Stock. Accordingly, pursuant to Rule 457(o) under
the Securities Act, which permits the registration fee to be calculated on
the basis of the maximum offering price of all securities listed, the table
does not specify by Rights as to the amount to be registered, proposed
maximum offering price per security or proposed maximum aggregate offering
price.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED NOVEMBER 7, 1996
15,234,194 SHARES
STREAMLOGIC CORPORATION
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
-----------
All of the shares of Common Stock, par value $1.00 per share ("Common Stock"),
of StreamLogic Corporation, a Delaware corporation (the "Company"), offered
hereby (the "Shares") are being offered by a stockholder of the Company (the
"Selling Stockholder") as described more fully herein. The Company will not
receive any of the proceeds from the sale of the Shares offered hereby. See "Use
of Proceeds," "Selling Stockholder" and "Plan of Distribution."
The Common Stock is traded on the Nasdaq National Market under the symbol
"STLC." On November 5, 1996, the last reported sale price of the Common Stock on
the Nasdaq National Market was $ 1 7/32 per share.
------
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus relates to (i) 12,860,034 shares of Common Stock which were
originally issued by the Company to the Selling Stockholder on November , 1996
in connection with the consummation of the Company's exchange offer (the
"Exchange Offer") for its outstanding 6% Convertible Subordinated Debentures due
2012, and (ii) 2,374,160 shares of Common Stock issuable to the Selling
Stockholder in the event of the exercise by the Selling Stockholder of warrants
to purchase Common Stock issued by the Company to the Selling Stockholder in
connection with the consummation of the Exchange Offer. The Selling Stockholder,
directly, through agents designated from time to time, or through dealers or
underwriters also to be designated, may sell the Shares from time to time on
terms to be determined at the time of sale. To the extent required, the specific
shares to be sold, public offering price, the names of any such agent, dealer or
underwriter and any applicable commission or discount with respect to a
particular offer will be set forth in an accompanying Prospectus Supplement. See
"Selling Stockholder" and "Plan of Distribution."
THE DATE OF THIS PROSPECTUS IS NOVEMBER __, 1996
<PAGE>
Certain information incorporated by reference into this Prospectus include
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. Such
statements can be identified by the use of forward-looking terminology such as
"may," "will," "should," "expect," "anticipate," "estimate," or "continue" or
the negative thereof or other variations thereon or comparable terminology. The
Company's actual results could differ materially from those discussed herein.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed under the headings "Management's Discussion and
Analysis of Financial Condition and Results of Operations"and "Cautionary
Statements for purposes of the `Safe Harbor' Provisions of the Private
Securities Litigation Reform Act of 1995" incorporated herein by reference as
well as those discussed elsewhere in this Prospectus.
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities of the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at the New York Regional
Office of the Commission, Seven World Trade Center, Suite 1300, New York, New
York 10048, and at the Chicago Regional Office of the Commission, Northwest
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621.
Copies of such material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. The Common Stock is listed on the Nasdaq National Market System under the
symbol "STLC". Reports, proxy materials and other information concerning the
Company can also be inspected at the offices of the Nasdaq Stock Market, Inc.,
1735 K Street, NW, Washington, DC 20006-1500.
The Company has filed with the Commission a Registration Statement on Form S-3
(together with any and all amendments, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
registration of the Common Stock and associated Rights offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto, certain portions of which have been omitted
as permitted by the rules and regulations of the Commission. In addition,
certain documents filed by the Company with the Commission have been
incorporated herein by reference. See "Incorporation of Certain Documents by
Reference." For further information regarding the Company and the Common Stock
and associated Rights offered hereby, reference is made to the Registration
Statement, including the exhibits and schedules thereto and the documents
incorporated herein by reference.
The principal executive offices of the Company are located at 21329 Nordhoff
Street, Chatsworth, California 91311; (818) 701-8400.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are incorporated herein by reference: (i) the Company's Quarterly
Report on Form 10-Q for the quarter ended June 28, 1996, and Amendment No. 1
thereto on Form 10-Q/A filed on October 16, 1996; (ii) the Company's Transition
Report on Form 10-K for the transition period from December 30, 1995 to March
29, 1996; (iii) Current Reports on Form 8-K dated May 13, 1996 as amended on May
28, 1996, August 15, 1996, October 28, 1996 and November 7, 1996; (iv) the
Company's Proxy Statement dated April 23, 1996 related to the Annual Meeting of
Stockholders held on May 22, 1996; (v) the Companys Proxy Statement dated
October 7, 1996 related to the proposed tender offer by the Company for its 6%
Convertible Subordinated Debentures due 2012 ("6% Debentures"), and the
Supplement thereto dated November 6, 1996; (vi) a Description of Capital Stock
in Amendment No. 1 to a Registration Statement filed on Form S-3 filed on April
17, 1991; and (vii) a Rights Agreement dated as of May 18, 1989 between the
Company and First Interstate Bank of California (filed
<PAGE>
June 2, 1989) as amended by Amendment No. 1 to Rights Agreement dated October 3,
1995 (filed November 13, 1995), Amendment No. 2 to Rights Agreement dated March
26, 1996 (filed July 5, 1996) and Amendment No. 3 to Rights Agreement dated May
22, 1996 (filed August 12, 1996). In addition, each document filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to termination of the
offering of Shares shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date such document is filed with the
Commission.
Any statement contained herein, or any document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained herein, or in any
subsequently filed document that also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of the Registration Statement or this Prospectus.
The Company undertakes to provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon written or oral request of any such
person, a copy of any or all of the documents incorporated by reference herein,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to:
Lee N. Hilbert, Chief Financial Officer, StreamLogic Corporation, 21329 Nordhoff
Street, Chatsworth, California 91311, (818) 701-8400.
USE OF PROCEEDS
The proceeds from the sale of the shares of Common Stock offered hereby are
solely for the account of the Selling Stockholder. Accordingly, the Company will
receive none of the proceeds from sales thereof.
SELLING STOCKHOLDER
Loomis Sayles & Company, L.P. (the "Selling Stockholder") has advised the
Company that it is the beneficial owner (within the meaning of such term in
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of
the Shares being offered hereby as advisee to certain institutional investors it
advises.
As of the date of this Prospectus, the Selling Stockholder beneficially owns
15,234,194 shares of Common Stock (approximately % of the Common Stock
outstanding as of November , 1996). Assuming the Selling Stockholder sells
all 15,234,194 shares of Common Stock offered hereby (the "Shares"), the Selling
Stockholder will no longer own beneficially any shares of Common Stock.
Pursuant to a letter agreement between the Company and the Selling Stockholder
dated as of June 14, 1996, as amended on September 13, 1996 and October 3, 1996
(the "Tender Agreement"), the Selling Stockholder agreed to advise the
institutional investors it advises to tender the 6% Debentures held by them into
the Exchange Offer, and the Company agreed to, among other things, expand its
board of directors from four to seven members, of which two members would be
persons designated by the investors advised by the Selling Stockholder. Such
persons are expected to be appointed to the Company's board of directors in
November of 1996. The Company also agreed to take all actions reasonably
necessary to include in management's slate of persons nominated to be directors
for election at meetings of stockholders two persons designated by investors
advised by the Selling Stockholder (without in any way warranting that such
directors will be elected) until such time as such investors no longer own at
least 28% of the Company's outstanding Common Stock.
Pursuant to the Tender Agreement, the Company agreed to file and use its best
efforts to cause to be declared effective the Registration Statement of which
this Prospectus is a part. The Company has also agreed to use its best efforts
to keep the Registration Statement effective until the earlier of (A)
November , 2001 plus any "blackout" periods imposed prior to such date, and (B)
such time as no person who participated in the Exchange Offer is an "affiliate"
of the Company (as such term is defined in Rule 144 promulgated pursuant to the
Securities Act of 1933, as amended).
<PAGE>
The Company has agreed to pay its expenses of registering the Shares under the
Securities Act, including registration and filing fees, printing expenses,
administrative expenses and its own counsel fees.
PLAN OF DISTRIBUTION
The Selling Stockholder may sell Shares in any of the following transactions:
(i) through dealers; (ii) through agents; or (iii) directly to one or more
purchasers. The distribution of the Shares by the Selling Stockholder may be
effected from time to time in one or more transactions in the over-the-counter
market, in the Nasdaq National Market or in privately negotiated transactions at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholder and
any underwriters, dealers or agents that participate in the distribution of the
Shares may be deemed to be underwriters within the meaning of Section 2(11) of
the Securities Act, and any profit on the sale of the Shares by them and any
discounts, concessions or commissions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act. At the time a particular offer of Shares is made, to the extent
required, a Prospectus Supplement will be distributed which will set forth the
aggregate number of Shares being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, concessions or commissions and other items constituting compensation
from the Selling Stockholder and any discounts, commissions or concessions
allowed or reallowed or paid to dealers.
Certain of the underwriters, dealers or agents may have other business
relationships with the Company and its affiliates in the ordinary course of
business.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed upon
for the Company by Latham & Watkins, 633 West Fifth Street, Los Angeles,
California 90071.
EXPERTS
The consolidated financial statements of StreamLogic Corporation appearing in
StreamLogic Corporation's Transition Report on Form 10-K for the transition
period from December 30, 1995 to March 29, 1996, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses payable by the Company
in connection with the issuance and distribution of the securities being
registered hereunder, other than underwriting discounts and commissions. Except
for the SEC registration fee, all amounts are estimates.
<TABLE>
<S> <C>
SEC Registration Fee............................................. $ 6,203
Printing and Engraving Expenses.................................. 1,000
Legal Fees and Expenses.......................................... 5,000
Accounting Fees and Expenses..................................... 5,000
Registrar and Transfer Agent Fees and Expenses................... 1,000
Blue Sky Fees and Expenses....................................... 1,000
Miscellaneous Expenses........................................... 797
-------
Total.......................................................... $20,000
=======
</TABLE>
All of the costs identified above will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the General Corporation Law of Delaware ("Delaware Law")
enables a corporation in its original certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director to
a corporation or its stockholders for violations of the director's fiduciary
duty, except (i) for any breach of a director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware Law (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions, or (iv) for any transaction from which a director derived an
improper personal benefit. The Certificate of Incorporation of the Company, as
amended, provides in effect for the elimination of the liability of directors to
the extent permitted by Delaware Law.
Section 145 of the Delaware Law provides, in summary, that directors and
officers of Delaware corporations are entitled, under certain circumstances, to
be indemnified against all expenses and liabilities (including attorney's fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific
<PAGE>
case upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. The Company's Bylaws entitle officers and directors of the Company
to indemnification to the fullest extent permitted by Delaware Law.
The Company has entered into an agreement with each of its directors and
certain officers which provide for indemnification by the Company against
certain liabilities, including liabilities under the Securities Act. In
addition, the Company maintains an insurance policy with respect to potential
liabilities of its directors and officers, including potential liabilities under
the Securities Act. Additionally, the Company has established an Indemnification
Trust for the benefit of directors and certain executive officers and has
deposited $500,000 in such trust to secure the indemnification obligations of
the Company to such persons.
See Item 17 of this Registration Statement regarding the opinion of the
Securities and Exchange Commission with respect to indemnification for
liabilities arising under the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
5.1 Opinion of Latham & Watkins
23.1 Consent of Latham & Watkins (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney of certain directors and officers of the
Company (included on Page II-3).
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act") may be permitted to directors, officers
and controlling persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer of controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
<PAGE>
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR BY THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF THIS PROSPECTUS.
----------------
TABLE OF CONTENTS
PAGE
----
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
Use of Proceeds............................................................ 3
Selling Stockholder........................................................ 3
Plan of Distribution....................................................... 3
Legal Matters.............................................................. 3
Experts.................................................................... 3
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
15,234,194 SHARES
STREAMLOGIC
CORPORATION
COMMON STOCK
(Par Value $1.00 per Share)
----------------
PROSPECTUS
----------------
November __, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on November 6,
1996.
STREAMLOGIC CORPORATION
By /s/ Lee N. Hilbert
----------------------------------
(Lee N. Hilbert,
Chief Financial Officer)
Date November 6, 1996
--------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the persons whose signature
appears below, hereby constitutes and appoints J. Larry Smart and Lee N.
Hilbert, each acting alone, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as full and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. Larry Smart Director and Principal November 6, 1996
- -------------------------------- Executive Officer
(J. Larry Smart)
/s/ Lee N. Hilbert Principal November 6, 1996
- -------------------------------- Financial Officer
(Lee N. Hilbert)
/s/ Ericson M. Dunstan November 6, 1996
- -------------------------------- Director
(Ericson M. Dunstan)
/s/ Chriss W. Street Director November 6, 1996
- --------------------------------
(Chriss W. Street)
/s/ Greg L. Reyes, Jr. November 6, 1996
- ------------------------------------ Director
(Greg L. Reyes, Jr.)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION OF EXHIBIT PAGE NO.
- ------- ---------------------- ----------
<C> <S> <C>
5.1 Opinion of Latham & Watkins
23.1 Consent of Latham & Watkins (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney of certain directors and officers of
the Company (included on Page II-3).
</TABLE>
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS APPEARS HERE]
November 6, 1996
StreamLogic Corporation
21329 Nordhoff Street
Chatsworth, CA 91311
Re: 15,234,194 Shares of Common Stock
---------------------------------
Ladies and Gentlemen:
At your request, we have examined the registration statement on Form
S-3 (the "Registration Statement") being filed by you with the Securities and
Exchange Commission in connection with the registration, under the Securities
Act of 1933, as amended, of 15,234,194 shares of common stock, par value
$1.00 per share (the "Shares"), 12,860,034 of which (the "Issued Shares") are
presently issued and 2,374,160 of which (the "Warrant Shares") are issuable
upon exercise of warrants ("Warrants").
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Shares and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we
have made such legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
and the conformity to authentic original documents of all documents submitted
to us as copies.
Subject to the foregoing and the other matters set forth herein, it
is our opinion that, as of the date hereof, the Issued Shares are duly
authorized, validly issued, fully paid and nonassessable, and the Warrant
Shares have been duly authorized, and upon issuance, delivery and payment
therefor upon exercise of the Warrants in the manner contemplated by the
Registration Statement, will be validly issued, fully paid and nonassessable.
<PAGE>
LATHAM & WATKINS
NOVEMBER 6, 1996
PAGE 2
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the prospectus included therein.
Very truly yours,
/s/Latham & Watkins
<PAGE>
EXHIBIT 23.2
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of StreamLogic
Corporation for the registration of 15,234,194 shares of its common stock and to
the incorporation by reference therein of our report dated June 28, 1996,
with respect to the consolidated financial statements of StreamLogic Corporation
included in its Transition Report (Form 10-K) for the period from December 30,
1995 to March 29, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Los Angeles, California
November 4, 1996
