<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JULY 8, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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STREAMLOGIC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-3093858
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
21329 NORDHOFF STREET
CHATSWORTH, CALIFORNIA 91311
(Address of principal executive offices) (Zip Code)
------------------
THE STOCK OPTION PLAN FOR EXECUTIVE AND
KEY EMPLOYEES OF STREAMLOGIC CORPORATION
------------------
Copy to:
LEE N. HILBERT BRIAN G. CARTWRIGHT, ESQ.
CHIEF FINANCIAL OFFICER LATHAM & WATKINS
STREAMLOGIC CORPORATION 633 WEST FIFTH STREET
21329 NORDHOFF STREET SUITE 4000
CHATSWORTH, CALIFORNIA 91311 LOS ANGELES, CALIFORNIA 90071
(818) 701-8400 (213) 485-1234
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
=======================================================================================
Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Share (2) Price Fee (2)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value (1) 750,000 $3.75 $2,812,500 $1,069.83
Preferred Share
Purchase Rights (3) 750,000 (3) (3) (3)
</TABLE>
(Cover continued on next page)
<PAGE>
(1) The Stock Option Plan for Executive and Key Employees of StreamLogic
Corporation (the "Employee Plan") authorizes the issuance of a maximum of
3,150,000 shares. However, 2,400,000 of the shares that may ultimately be
issued upon exercise of options under the Employee Plan have already been
registered pursuant to Form S-8 Registration Statements Nos. 33-64706,
33-22619, 33-29469, 33-42454 and 33-55737.
(2) Pursuant to Rule 457(c), the proposed maximum offering price per share and
the amount of the registration fee are based upon the average of the high
and low prices for the Company's Common Stock in the over-the-counter
market, as reported on the NASDAQ National Market System on July 1, 1996.
(3) Rights are attached to and trade with Common Stock of the Company. The value
attributable to such Rights, if any, is reflected in the market price of the
Common Stock, and the full fee based on such market price is being paid.
2
<PAGE>
PART I
This Registration Statement covers additional securities registered
for issuance under The Stock Option Plan for Executive and Key Employees of
StreamLogic Corporation. The contents of the prior Form S-8 Registration
Statements of StreamLogic Corporation relating to said plan, Nos. 33-64706,
33-22619, 33-29469, 33-42454 and 33-55737, are incorporated herein by reference.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by StreamLogic
Corporation, a Delaware corporation (the "Company"), are incorporated as of
their respective dates in this Registration Statement by reference:
A. The Company's Transition Report on Form 10-K, as amended, for
transition period ended March 29, 1996;
B. All other reports filed by the Company pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934 since March 29, 1996;
and
C. Description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-3 filed with the Commission on March
15, 1991 (No. 33-39411).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, are incorporated by
reference in this Registration Statement and are a part hereof from the date of
filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
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 a part of this
Registration Statement.
Item 8. Exhibits
5.1 Opinion of Latham & Watkins
23.1 Consent of Ernst & Young LLP
23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
24 Power of Attorney (included on page 4)
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chatsworth, California, on this 28th day of June,
1996.
STREAMLOGIC CORPORATION
By: /s/ Lee N. Hilbert
-----------------------------
Lee N. Hilbert
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes J. Larry Smart and Lee N. Hilbert, or either of them, as
attorney-in-fact, with full power of substitution, to sign on his behalf,
individually and in such capacity stated below, and to file any amendments,
including post-effective amendments or supplements, to this Registration
Statement.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ J. Larry Smart President, Chairman of the June 28, 1996
- ------------------------ Board and Director (Principal
J. Larry Smart Executive Officer)
/s/ Lee N. Hilbert Chief Financial Officer June 28, 1996
- ------------------------ (Principal Financial
Lee N. Hilbert and Accounting Officer)
/s/ Ericson M. Dunstan Director June 28, 1996
- ------------------------
Ericson M. Dunstan
/s/ Chriss W. Street Director June 28, 1996
- ------------------------
Chriss W. Street
/s/ Greg L. Reyes, Jr. Director June 28, 1996
- ------------------------
Greg L. Reyes, Jr.
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<C> <S> <C>
5.1 Opinion of Latham & Watkins 6
23.1 Consent of Independent Auditors 7
</TABLE>
<PAGE>
[LETTERHEAD OF LATHAM & WATKINS]
June 28, 1996
StreamLogic Corporation
21329 Nordhoff Street
Chatsworth, California 91311
Re: StreamLogic Corporation Common Stock
par value $1.00 per share
------------------------------------
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement"), which you intend to file with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of an additional 750,000 shares of Common Stock, par value
$1.00 per share (the "Shares"), to be sold by StreamLogic Corporation (the
"Company") under The Stock Option Plan for Executive and Key Employees of
StreamLogic Corporation (the "Employee Plan"). We are familiar with the
proceedings undertaken in connection with the authorization, issuance and sale
of the Shares. Additionally, we have examined such questions of law and fact as
we have considered necessary or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized, and upon the issuance of the Shares under the terms of the
Employee Plan and delivery and payment therefor of legal consideration in
excess of the aggregate par value of the Shares issued, the Shares will be
validly issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ LATHAM & WATKINS
Exhibit 5.1
6
<PAGE>
Exhibit 23.1
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to The Stock Option Plan for Executive and Key Employees of
StreamLogic Corporation of our report dated June 28, 1996, with respect to the
consolidated financial statements and schedule of StreamLogic Corporation
included in its Transition Report (Form 10-K) for the three months ended March
29, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
June 28, 1996
