SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: December 31, 1998
Zitel Corporation
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(Exact name of registrant as specified in its charter)
California 0-12194 94-256613
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State of incorporation (Commission (IRS Employer
of organization File Number) Identification No.)
47211 Bayside Parkway, Fremont, California 94538
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(Address of principal executive offices) Zip Code
Registrant's telephone number including ar(510) 440-9600
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N/A
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(Former name or former address, if changed since last report)
Item 5 - Other Events:
On October 5, 1998, Zitel Corporation (the "Company"), Millennium Holding
Corp., a Delaware corporation and a wholly-owned subsidiary of the Company
("Holdco"), Millennium Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Holdco, Zenith Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Holdco, and MatriDigm
Corporation, a California corporation ("MatriDigm"), entered into an
Agreement and Plan of Reorganization and Merger (the "Merger Agreement").
On December 16, 1998, the parties to the Merger Agreement mutually agreed
to terminate the Merger Agreement. The termination and release agreement
(the "Termination and Release Agreement") is attached hereto as Exhibit 2.1
and is incorporated by reference herein. The press release issued by the
Company on December 21, 1998 is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 7. - Financial Statements and Exhibits
(c) The following exhibits are filed with this report:
2.1 Termination and Release Agreement.
99.1 Press Release.
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 thereunto duly authorized.
ZITEL CORPORATION
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(Registrant)
Date: December 31, 1998 /s/ Jack H. King
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Jack H. King
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
2.1* Termination and Release Agreement
99.1* Press Release
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*Filed herewith.