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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 4)
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STREAMLOGIC CORPORATION
(Name of Issuer)
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STREAMLOGIC CORPORATION
(Name of Person(s) Filing Statement)
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6% Convertible Subordinated Debentures due March 15, 2012
(Title of Class of Securities)
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863238-AA-5
(CUSIP Number of Class of Securities)
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Barbara V. Scherer
Chief Financial Officer
21329 Nordhoff Street
Chatsworth, California 91311
(818) 701-8400
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Brian G. Cartwright, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 891-7941
October 7, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
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PAGE 1 OF 4 PAGES
EXHIBIT INDEX ON PAGE 4
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This Amendment No. 4 amends and supplements the Rule 13E-4 Transaction
Statement relating to the offer by StreamLogic Corporation, a Delaware
corporation (the "Company"), to exchange, for each $1,000 principal amount of 6%
Debentures, $120.00 in cash, $113.33 principal amount of the Company's
increasing rate unsecured promissory notes due 1998, 216.66667 shares of its
Common Stock, $1.00 par value per share ("Common Stock") and five-year warrants
to purchase 40 shares of Common Stock for any and all of its 6% Convertible
Subordinated Debentures due March 15, 2012 ("6% Debentures"), upon the terms and
subject to the conditions set forth in the Offer to Exchange dated October 7,
1996, as amended (the "Offer to Exchange"), and in the related Letter of
Transmittal (which together constitute the "Offer").
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in Schedule 13E-4 or
in the Offer to Exchange.
ITEM 8. ADDITIONAL INFORMATION
Item 8 is hereby amended by adding the following thereto:
The Offer expired at 12:00 midnight, New York City time, on Wednesday,
November 20, 1996. The preliminary results of the Offer are as set forth in
Exhibit (a)(14) hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit No. Description
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(a)(1)* Offer to Exchange dated October 7, 1996.
(a)(2)* Letter of Transmittal.
(a)(3)* Notice of Guaranteed Delivery.
(a)(4)* Letter from the Company to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(5)* Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6)* Letter from the Company to 6% Debenture Holders.
(a)(7)* Text of Press Releases dated June 17, 1996, September 16,
1996 and October 6, 1996.
(a)(8)* Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a)(9)* Supplement to Offer to Exchange dated November 6, 1996.
(a)(10)* Supplemental Letter from the Company to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(11)* Text of Press Release dated November 13, 1996.
(a)(12)* Text of Press Release dated November 15, 1996.
(a)(13)* Text of Press Release dated November 18, 1996.
(a)(14) Text of Press Release dated November 21, 1996.
(b) * Not applicable.
(c)(1)* Letter Agreement dated as of June 14, 1996 between the
Company and Loomis Sayles & Co., L.P.
(c)(2)* Letter Agreement dated September 13, 1996 between the Company
and Loomis Sayles & Co., L.P.
(c)(3)* Letter Agreement dated as of October 3, 1996 between the
Company and Loomis Sayles & Co., L.P.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
* previously filed
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 21, 1996 STREAMLOGIC CORPORATION
BY /s/ Barbara V. Scherer
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NAME: Barbara V. Scherer
TITLE: CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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<S> <C> <C>
(a)(14) Text of Press Release dated November 21, 1996.
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Exhibit (a)(14)
[LETTERHEAD OF STREAMLOGIC CORPORATION]
FOR IMMEDIATE RELEASE
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StreamLogic Exchange Offer Consummated and NASDAQ
National Market System Listing Requirements Maintained
Chatsworth, Calif., November 21, 1996 -- StreamLogic Corporation (NASDAQ:STLC)
announced that as a result of the successful consummation of its Exchange Offer
for any and all of its 6% Convertible Subordinated Debentures due 2012, the
Company has now complied with the requirements for continued listing on the
NASDAQ National Market System. Specifically, the Company has net tangible assets
(as defined by NASDAQ) as of November 1, 1996, on a pro forma basis including
the results of the Exchange Offer, of $12,467,000.
StreamLogic also today announced that the Exchange Offer was approved by the
holders of approximately 52.4% of the outstanding shares of StreamLogic common
stock.
"On behalf of all of us at StreamLogic, I want to express my appreciation to the
shareholders and the bondholders for supporting this transaction. The Exchange
Offer was critical to our ability to maintain our NASDAQ NMS listing, and it has
reduced the Company's outstanding debt by $62.2 million. Completing this
transaction will also allow senior management to spend more time on the business
actions needed to improve the Company's financial performance", commented J.
Larry Smart, Chairman and CEO.
Based on a preliminary count by Chase Mellon Shareholder Services LLC, the
exchange agent for the offer, approximately $70.2 million aggregate principal
amount of the Debentures were tendered pursuant to the offer. In accordance with
the terms of the offer, StreamLogic will accept for exchange all of the
Debentures properly tendered. Assuming that approximately $70.2 million
aggregate principal amount of Debentures are tendered, approximately $4.8
million aggregate principal amount of Debentures will remain outstanding.
Additionally, assuming that such amount of Debentures are tendered, the Company
will issue as consideration for the tendered Debentures a total of approximately
$8.4 million in cash, $8.0 million principal amount of two-year unsecured
increasing rate promissory notes, 15.2 million shares of StreamLogic common
stock and five-year warrants to purchase 2.8 million shares of Common Stock.
The Exchange Offer expired as scheduled at 12:00 midnight New York City time on
November 20, 1996. Delivery of the Exchange Offer consideration for the tendered
Debentures is expected to be made in approximately seven to ten business days.
StreamLogic develops and markets leading-edge video delivery systems, digital
media storage, and network RAID subsystems and data management solutions.
Current product offerings include VIDEON, the industry's first family of video
server systems, the innovative VDR 110 video editing appliance, the
award-winning FWB Hammer storage product line and the industry leading RAIDION
family of fault-tolerant network RAID and data management solutions. The
company sells to OEMs and system integrators, and has a well-established
international network of distribution and dealer channel partners. StreamLogic
corporate headquarters are currently located in Chatsworth, California, but the
Company has announced plans to consolidate in Northern California by April
1997.
StreamLogic, VIDEON, Hammer, and RAIDION are trademarks or registered trademarks
of StreamLogic Corporation. Additional information on StreamLogic can be found
at www.streamlogic.com.
For more information, please contact: Barbara V. Scherer (818) 701-8402
Vivien Avella (818) 701-8419
