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Dilog of Irvine OKs Acquisition by Clearpoint : Computers: The O.C. maker of storage systems for Digital Equipment Corp. has been troubled. The Massachusetts firm will go public.

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TIMES STAFF WRITER

Distributed Logic Corp., a struggling maker of storage systems for Digital Equipment Corp. computers, agreed to be acquired Tuesday by a Massachusetts computer company in a stock transaction.

Clearpoint Research Corp. will acquire 87% of Dilog’s stock in the deal, known as a reverse acquisition. In exchange, Dilog shareholders will receive 13% of a newly formed company, to be called Clearpoint Technology Inc. The assets and liabilities of Clearpoint will be transferred to Dilog. Clearpoint will also provide interim financing for Dilog.

Other financial terms of the deal were not disclosed. The transaction--contingent upon approval by directors and shareholders of both companies--will allow privately held Clearpoint to acquire Dilog and become a public company.

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Clearpoint Research makes memory components for the computer workstation market and has annual revenue of about $70 million. Leonard J. Guida, Clearpoint’s chief executive, said Dilog is attractive because of its presence in Europe and its improving financial condition.

After a spate of layoffs and losses, Dilog posted earnings of $43,387 on sales of $16.2 million for the six months ended April 30, in contrast with a loss of $1.6 million on sales of $22.4 million fo the year-earlier period.

“We believe they have stabilized, and they need an infusion of confidence, more than anything else,” Guida said.

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Thomas Anderson, Dilog’s chief financial officer, said he did not know what would happen to Dilog management or the firm’s 140 employees.

“We don’t know what the resulting organization will look like,” Anderson said. “We did this because Dilog has been needing additional capital to take advantage of its technology for some time.”

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