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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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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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Xxx X. Xxxxxxx
Chief Financial Officer
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
(000) 000-0000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Xxxxx X. Xxxxxxxxxx, Esq.
Xxxxxx & Xxxxxxx
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
(000) 000-0000
October 7, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction valuation* Amount of
filing fee
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$42,750,000 $8,550
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* This amount is based upon the exchange of $75,000,000 aggregate principal
amount of 6% Debentures, with a market value (determined in accordance with
Rule 0-11(a)(4)) of $42,750,000 based on the last reported sale price for
the 6% Debentures prior to the date hereof of $57 per $100 face amount,
reported on September 26, 1996. Pursuant to, and as provided by, Rule 0-
11(b)(1), the amount required to be paid with the filing of this Schedule
13E-4 is $8,550.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: _______________
Form or Registration No.: _____________
Filing Party: _________________________
Date Filed: ___________________________
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PAGE 1 OF 6 PAGES
EXHIBIT INDEX ON PAGE 6
ITEM 1. SECURITY AND ISSUER.
(a) The name of the Issuer is StreamLogic Corporation, a Delaware
corporation (the "Company"). The Company's principal executive office is
located at 00000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000.
(b) This Issuer Tender Offer Statement on Schedule 13E-4 (this
"Statement") relates to a tender offer by 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 the $75 million outstanding principal amount 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 (the "Offer to Exchange") and in the related Letter of Transmittal (the
"Letter of Transmittal"). The Offer to Exchange and the Letter of Transmittal
together constitute the "Offer" and are annexed to and filed with this Statement
as Exhibits (a)(1) and (a)(2), respectively. No 6% Debentures are to be
purchased from any officer, director or affiliate of the Company pursuant to the
Offer, except as set forth in Item 4 hereof.
(c) The information set forth in "PRICE RANGE OF 6% DEBENTURES AND
COMMON STOCK" of the Offer to Exchange is incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "THE EXCHANGE OFFER--General,"
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION--Liquidity and
Capital Resources," "DESCRIPTION OF CAPITAL STOCK," "DESCRIPTION OF
PROMISSORY NOTES" and "DESCRIPTION OF WARRANTS" of the Offer to Exchange is
incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) The information set forth in the "SUMMARY" and "THE EXCHANGE OFFER
--Acceptance of 6% Debentures; Delivery of Tender Offer Consideration," "THE
EXCHANGE OFFER--Terms of the Exchange Offer," "SPECIAL FACTORS--Purposes of the
Exchange Offer," "SPECIAL FACTORS--Consequences for Untendered 6% Debentures,"
and "BACKGROUND OF THE EXCHANGE OFFER" of the Offer to Exchange is incorporated
herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "INTERESTS IN 6% DEBENTURES" of the Offer to
Exchange is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The information set forth in "BACKGROUND OF THE EXCHANGE OFFER--Tender
Agreement" and "CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO 6% DEBENTURES" of the Offer to Exchange is incorporated herein by
reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in "THE EXCHANGE OFFER--Fees and Expenses" of the
Offer to Exchange is incorporated by reference herein.
ITEM 7. FINANCIAL INFORMATION.
The incorporation by reference herein of the financial information
described below does not constitute an admission that such information is
material to the Debentures holders' decision to tender, sell or hold the 6%
Debentures being sought in the Offer.
(a)-(b) The information set forth in "CAPITALIZATION," "UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS" and "FINANCIAL STATEMENTS" of the
Offer to Exchange is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "THE EXCHANGE OFFER--Conditions" of
the Offer to Exchange is incorporated herein by reference. The Company must
comply with various sections of the Securities Act of 1933, as amended and the
Exchange Act, and certain of the rules promulgated thereunder. The Company must
also comply with the various requirements of state "blue sky" laws.
(c) Not applicable.
(d) None.
(e) The information set forth in the Offer to Exchange and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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.
(b) Not applicable.
(c)(1) Letter Agreement dated as of June 14, 1996 between the Company
and Xxxxxx Xxxxxx & Co., L.P.
(c)(2) Letter Agreement dated September 13, 1996 between the Company
and Xxxxxx Xxxxxx & Co., L.P.
(c)(3) Letter Agreement dated as of October 3, 1996 between the
Company and Xxxxxx Xxxxxx & Co., L.P.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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: October 7, 1996 STREAMLOGIC CORPORATION
BY /s/ Xxx X. Xxxxxxx
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NAME: XXX X. XXXXXXX
TITLE: CHIEF FINANCIAL OFFICER
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
(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.
(c)(1) Agreement dated as of June 14, 1996 between the Company and Xxxxxx
Xxxxxx & Co., L.P.
(c)(2) Letter Agreement dated September 13, 1996 between the Company and
Xxxxxx Xxxxxx & Co., L.P.
(c)(3) Letter Agreement dated October 3, 1996 between the Company and
Xxxxxx Xxxxxx & Co., L.P.
