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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 (Date of earliest event reported):
September 14, 2000
Storage Computer Corporation
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(Exact Name of Registrant as specified in its charter)
DELAWARE 1-13616 02-045093
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11 Riverside Street, Nashua, NH 03062-1373
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (603) 880-3005
No Change
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(Registrant's Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 14, 2000, Storage Computer Corporation (the "Registrant")
acquired CyberStorage Systems Corporation, a Delaware corporation
("CyberStorage"), by way of the merger (the "Merger") of Cyber Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of the
Registrant ("Cyber Acquisition Corp."), with and into CyberStorage. The Merger
was consummated pursuant to an Agreement and Plan of Reorganization dated as of
August 22, 2000, by and among the Registrant, Cyber Acquisition Corp. and
CyberStorage, as amended by Amendment No. 1 to Agreement and Plan of
Reorganization, dated as of September 14, 2000 (together, the "Merger
Agreement"). As a result of the Merger, CyberStorage became a wholly-owned
subsidiary of the Registrant. Pursuant to the Merger Agreement, the outstanding
capital stock and authorized warrants of CyberStorage were exchanged for an
aggregate of 2,101,070 shares of common stock and warrants to purchase common
stock of Registrant and the Registrant assumed obligations under outstanding
options of CyberStorage for the issuance of 98,930 shares of common stock of the
Registrant. The aggregate merger consideration for CyberStorage was determined
through arms-length negotiations between the parties, taking into account the
value of companies comparable to CyberStorage. The Merger was structured as and
will be treated by the Registrant as a purchase for accounting purposes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Pursuant to Item 7 of Form 8-K, the financial information required by Item
7(a) will be filed by amendment within 60 days of the date of on which the
initial report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
Pursuant to Item 7 of Form 8-K, the financial information required by Item
7(b) will be filed by amendment within 60 days of the date on which the
initial report on Form 8-K must be filed.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated as of August 22, 2000 by and
among Storage Computer Corporation, Cyber Acquisition Corporation, and
CyberStorage Systems Corporation.
2.2 Amendment No. 1 to Agreement and Plan of Reorganization dated as of
September 14, 2000 by and among Storage Computer Corporation, Cyber Acquisition
Corporation, and CyberStorage Systems Corporation.
99 Press release issued by Storage Computer Corporation on September 14, 2000.
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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.
Date: September 29, 2000 STORAGE COMPUTER CORPORATION
By: /s/ Theodore J. Goodlander
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Name: Theodore J. Goodlander
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Agreement and Plan of Reorganization dated as of August 22, 2000
by and among Storage Computer Corporation, Cyber Acquisition
Corporation, and CyberStorage Systems Corporation (filed
herewith).
2.2 Amendment No. 1 to Agreement and Plan of Reorganization dated as
of September 14, 2000 by and among Storage Computer Corporation,
Cyber Acquisition Corporation, and CyberStorage Systems
Corporation (filed herewith).
99 Press release issued by Storage Computer on September 14, 2000
(filed herewith).
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