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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 21, 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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BARBARA V. SCHERER 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 21, 1996
Table of Contents
Page
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Item 5. Other Events 3
Item 7. Financial Statements and Exhibits 6
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Item 5. Other Events
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The Company's tender offer (the "Offer") for any and all of its 6%
Convertible Subordinated Debentures due March 15, 2012 ("6% Debentures")
expired as scheduled at 12:00 midnight New York City time on November 20, 1996.
The preliminary results of the Offer are as set forth in the press release
attached as Exhibit 20.1 hereto, which is incorporated herein by reference.
Pursuant to the Offer, each $1,000 principal amount of 6% Debentures validly
tendered will be exchanged for $120.00 in cash, $113.33 principal amount of the
Company's increasing rate unsecured promissory notes due 1998, 216.66667 shares
of the Company's Common Stock and five-year warrants to purchase 40 shares of
Company Common Stock.
In accordance with the requirements of the Nasdaq Stock Market, Inc.
("Nasdaq"), set forth below is an unaudited pro forma condensed consolidated
balance sheet of StreamLogic Corporation as of November 1, 1996 and an unaudited
pro forma condensed consolidated statement of operations for the one-month
period ended November 1, 1996, which have been prepared to illustrate the effect
of the Offer. The pro forma financial statements have been prepared as though
the closing of the Offer had occurred on November 1, 1996 for the purpose of the
pro forma balance sheet and as of the beginning of the month ended November 1,
1996 for the purpose of the pro forma statement of operations.
The unaudited pro forma condensed consolidated financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the consolidated financial position or consolidated results of operations of
StreamLogic Corporation that would have been reported had the closing of the
Offer occurred on the dates indicated, nor do they represent a forecast of the
consolidated financial position of StreamLogic Corporation at any future date
or the consolidated results of operations of StreamLogic Corporation for any
future period.
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STREAMLOGIC CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Historical Pro Forma
-------------------------------------- Adjustments to
Reflect the Pro Forma
Sept. 27, 1996 Nov. 1, 1996 Exchange Offier(1) Nov. 1, 1996
-------------- ------------ --------------- ------------
<S> <C> <C> <C> <C>
ASSETS
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Current assets:
Cash, cash equivalents and short-term
investments $ 22,450 $ 18,128 $ (9,425) $ 8,703
Accounts receivable, net 9,292 6,282 6,282
Inventories 13,851 15,676 15,676
Other current assets 2,266 2,409 2,409
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Total current assets 47,859 42,495 (9,425) 33,070
Property, plant and equipment, at cost,
less accumulated depreciation and
amortization 6,840 6,665 6,665
Other assets 12,073 12,161 (1,123) 11,038
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$ 66,772 $ 61,321 $(10,548) $ 50,773
========= ========= ======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
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Current liabilities:
Notes payable $ 3,200 $ 2,200 $ 2,200
Current maturities of long term debt 3,750 3,750 (3,750) 0
Accounts payable 8,794 6,915 6,915
Other accrued liabilities 14,835 14,569 155 14,724
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Total current liabilities 30,579 27,434 (3,595) 23,839
6% Convertible Subordinated Debentures
due 2012 71,250 71,250 (66,461) 4,789
Other long term debt 7,957 7,957
Deferred income taxes 1,720 1,720 1,720
Shareholders' equity (deficit):
Preferred stock 0 0 0
Common stock 16,931 16,931 15,212 32,143
Additional paid-in capital 116,037 116,037 11,327 127,364
Accumulated deficit (169,745) (172,051) 25,011 (147,040)
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Total shareholders' equity (deficit) (36,777) (39,083) 51,550 12,467
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$ 66,772 $ 61,321 $(10,549) $ 50,772
========= ========= ======== =========
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(1) To give effect to the payment of cash and the issuance of unsecured
promissory notes, Common Stock and warrants pursuant to the Exchange Offer
based on the tender of approximately $70.2 million aggregate principal
amount of the Debentures. The pro forma adjustments also reflect the
elimination of the tendered Debentures and the related current portion and
unamortized issuance cost and the recognition of estimated extraordinary
gain of approximately $25 million.
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STREAMLOGIC CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Historical
------------------------------------ Pro Forma
Three Months One Month Adjustments to Pro Forma
Ended Ended Reflect the One Month Ended
Sept. 27, 1996 Nov. 1, 1996 Exchange Offer(2) Nov. 1, 1996(3)
-------------- ------------ ----------------- ---------------
<S> <C> <C> <C> <C>
Net sales $12,947 $ 3,846 $ - $ 3,846
Cost of sales 12,001 3,039 0 3,039
Gross margin 946 807 0 807
Operating expenses:
Research and development 3,604 1,293 0 1,293
Selling, general and administrative 4,373 1,507 0 1,507
In-process research and development 1,370
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Total operating expenses $ 9,347 $ 2,800 $ - $ 2,800
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Loss from operations (8,401) (1,993) 0 (1,993)
Interest expense (1,167) (417) 350 (67)
Interest income 366 104 0 104
Other income (expense) 0 0 0 0
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Loss before income taxes (9,202) (2,306) 350 (1,956)
Income tax provision 2 0 0 0
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Loss before extraordinary item $(9,204) $(2,306) $ 350 $(1,956)
======= ======= ====== =======
Loss before extraordinary item per share $ (0.54) $ (0.14) $ (0.06)
======= ======= ====== =======
Weighted average common and common
equivalent shares outstanding 16,931 16,931 15,212 32,143
======= ======= ====== =======
</TABLE>
2. Adjustment to interest expense to give effect to Exchange at the beginning
of period presented; reduction of interest expense on Debentures of $350.
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.
3. The above pro forma consolidated statement of operations does not include
an extraordinary gain of approximately $25 million which will be recorded in the
Company's consolidated financial statements for the December 1996 quarter.
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As further required to be reported by Nasdaq, the current members of the
Audit Committee of the Company's board of directors are Ericson M. Dunstan,
Chriss W. Street and Eliott D. James.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
20.1 - Press Release dated November 21, 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 21, 1996 By: /s/ Barbara V. Scherer
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Barbara V. Scherer
Chief Financial Officer
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EXHIBIT 20.1
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.
