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UNITED STATES OMB NUMBER
SECURITIES AND EXCHANGE COMMISSION 3235-0058
WASHINGTON, D.C. 20549 SEC FILE NUMBER
000-12046
FORM 12B-25 CUSIP NUMBER
863238-AA-9
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NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: March 28, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:____________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
STREAMLOGIC CORPORATION
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Former Name if Applicable
1555 ADAMS DRIVE
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Address of Principal Execution Office (Street and Number)
MENLO PARK, CA 94025
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
/X/
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(ATTACH EXTRA SHEETS IF NEEDED)
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Concurrent with this Notification of Late Filing, StreamLogic Corporation
(the "Company") filed a voluntary petition in the United States Bankruptcy Court
for the Northern District of California, San Francisco Division (the "Bankruptcy
Court"), seeking protection under Chapter 11 of the United States Bankruptcy
Code. Based upon the bankruptcy proceedings, the Company also today applied to
the Securities and Exchange Commission (the "Commission") to modify its
reporting obligations under Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules promulgated thereunder. In
lieu of Section 13(a) reports, the Company proposed to file with the Commission,
under cover of Current Reports on Form 8-K, copies of the periodic financial
reports required to be filed by the Company with the Bankruptcy Court. If the
Commission grants the Company's request, the Company will follow the foregoing
modified reporting procedure in lieu of filing its Annual Report on Form 10-K
and other periodic reports specified under the Exchange Act.
Additionally, as set forth in the Company's Current Report on Form 8-K
filed on June 5, 1997, the Company changed its certifying accountants on May 30,
1997, and appointed Deloitte & Touche, LLP ("D&T") as its independent auditors.
To date, the Company has not prepared its financial statements or Annual Report
on Form 10-K based on the necessity of the Company to prudently utilize its
limited financial and human resources in connection with the bankruptcy
proceedings and matters related thereto. Accordingly, D&T has not completed its
audit of the Company's financial statements. The statement of D&T required by
Rule 12b-25(c) is attached hereto.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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<CAPTION>
<S> <C> <C>
T. Hale Boggs, Esq. 310 312-4269
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
STREAMLOGIC CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date June 25, 1997 By /s/ Mark M. Glickman
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Mark M. Glickman
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C.1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulations S-T (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).
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EXHIBIT A
Statement of Independent Auditors
StreamLogic Corporation:
We have read PART III -- NARRATIVE of this Form 12b-25 of StreamLogic
Corporation (the Company), and concur with the reasons stated therein regarding
our inability to complete our audit of the Company's consolidated financial
statements for the year ended March 28, 1997 prior to June 26, 1997, the date
for timely filing of the Company's Form 10-K.
/s/ DELOITTE & TOUCHE, LLP
San Jose, California
June 25, 1997
