UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10QA (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 1995 or ( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0-12194 ZITEL CORPORATION (Exact name of Registrant as specified in its charter) California 94-2566313 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 47211 Bayside Parkway 94538-6517 Fremont, California (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (510) 440-9600 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- ---- The number of shares of the Registrant's Common Stock outstanding as of December 31, 1995 was 7,297,187. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 10.28 - Series A Preferred Stock Purchase Agreement between the Company and MatriDigm Corporation dated November 17, 1995. (Confidential treatment has been requested for a portion of this exhibit. The confidential portion has been omitted and filed separately with the Commission.) (b) No reports on Form 8-K were filed during the quarter for which this report is filed. Page 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ZITEL CORPORATION Date: December 16, 1996 Henry C. Harris Henry C. Harris Vice President, Finance & Administration (Chief Financial and Accounting Officer) Page 3