SECURITIES EXCHANGE AND COMMISSION
WASHINGTON, D. C. 20549
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): August 9, 1999
ZITEL CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-12194 94-2566313
(Commission File No.) (IRS Employer Identification No.)
47211 BAYSIDE PARKWAY,
FREMONT, CALIFORNIA 94538-6517
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (510) 440-9600
ITEM 5. OTHER EVENTS.
A. MERGER AGREEMENT.
On August 9, 1999, Zitel Corporation entered into an Agreement and
Plan of Merger and Reorganization whereby a newly formed wholly owned
subsidiary of Zitel is to be merged into MatriDigm Corporation with the
result that all of the issued and outstanding capital stock of MatriDigm will
be converted into fully paid and nonassessable Common Stock of Zitel and
Zitel will be the owner of all of the issued and outstanding capital stock of
MatriDigm. The transaction is subject to regulatory approvals and certain
other conditions and is expected to close in approximately 60 days from
August 9, 1999. Zitel expects to issue approximately 2,300,000 shares of its
authorized but unissued capital stock at the closing of the transaction.
Zitel currently owns approximately 31 percent of the stock of MatriDigm on a
fully converted basis and is represented on the Board of Directors of
MatriDigm by three of its executive officers, Jack H. King, Henry C. Harris
and Anna M. McCann. The consideration to be paid by Zitel was determined in
arm's length negotiations with MatriDigm and certain of its principal
stockholders.
Reference is made to the Exhibit filed with this report for the actual
terms of the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements and exhibit are furnished in
accordance with the provisions of Item 601 of Regulation S-K:
a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The following financial statements of MatriDigm are incorporated by
reference from Zitel's Annual Report on Form 10-K for the year ended
September 30, 1998:
Balance Sheet as of September 30, 1997 and 1998
Statement of Operations for the period August 9, 1995 (date of
inception) to September 30, 1996, and for the years ended September
30, 1997 and 1998
Statement of Changes in Shareholders' Equity (Deficit) for the
periods ended September 30, 1996, 1997 and 1998
Statement of Cash Flows for the period August 9, 1995 (date of
inception) to September 30, 1996, and for the years ended September
30, 1997 and 1998
b) PRO FORMA FINANCIAL INFORMATION.
The following pro forma financial statements will be filed by
amendment:
Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1999
Pro Forma Condensed Consolidated Statement of Operations for the Year
ended September 30, 1998
1.
Pro Forma Condensed Consolidated Statement of Operations for the Nine
Months ended June 30, 1999
c) EXHIBIT.
Exhibit
Number Exhibit
10.1 Agreement and Plan Of Merger And Reorganization Between Zitel
Corporation, ZM Acquisition Corporation And MatriDigm
Corporation Dated as of August 9, 1999.
SIGNATURE
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
Dated: August 25, 1999 By: /s/ Anna M. McCann
----------------------------------
Anna M. McCann
Chief Financial Officer
2.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
10.1 Agreement and Plan of Reorganization between Zitel Corporation, ZM
Acquisition Corporation and MatriDigm Corporation dated as of
August 9, 1999
1.