================================================================================ UNITED STATES SECURITIES AND EXCHANGE 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) June 30, 2005 CAMINOSOFT CORP. (Exact name of registrant as specified in its charter) CALIFORNIA 1-12312 95-3880130 (State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.) 600 Hampshire Road, Suite 105 Westlake Village, California 91361 (Address of principal executive offices and Zip Code) (805) 370-3100 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT Pursuant to a Software License and Distribution dated as of June 30, 2005 (the "Agreement") between Computer Associates International, Inc. ("Computer Associates") and CaminoSoft Corp. ("CaminoSoft"), Computer Associates acquired the non-exclusive rights to use, market and distribute certain computer software programs and documentation owned by CaminoSoft. The products covered by the Agreement are Managed Server HSM Library Edition, Managed Client HSM for Windows XP, Managed Server HSM for Windows, Managed Server HSM, Library Edition Support, Managed Client HSM for Windows XP Support, and Managed Server HSM for Windows Support. Pursuant to the Agreement, Computer Associates will pay to CaminoSoft a royalty and a non-refundable fee in consideration of certain development work to be performed by CaminoSoft. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Title 4.1 Software License and Distribution Agreement dated as of June 30, 2005 2 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. Dated this 5th day of July, 2005. CAMINOSOFT CORP. By: /s/ Stephen Crosson ------------------------------------- Stephen Crosson Chief Financial Officer and Chief Operating Officer 3