UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.__)*
nStor Technologies, Inc.
(Name of Issuer)
Common Stock, $.05 par value
(Title of Class of Securities)
67018N 10 8
(Cusip No.)
Bernard Marden
1290 South Ocean Boulevard
Palm Beach, Florida 33480, (561) 833-2001
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 5, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box. _
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1
<PAGE>
CUSIP NO. 67018N 10 8
1) Name of Reporting persons S.S. or IRS Identification Nos. of above persons
BERNARD A. MARDEN (###-##-####)
2) Check the Appropriate Box if a Member of a Group
(a) _ (b) _
3) SEC Use Only _____________________________________________
4) Source of Funds: PF
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) _
6) Citizenship or Place of Organization: U.S.A.
Number of (7) Sole Voting Power: 3,973,025
Shares Bene-
ficially (8) Shared Voting-Power: -0-
Owned by Each
Reporting (9) Sole Dispositive Power: 3,973,025
Person
With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,973,025
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
_
13) Percent of Class Represented by Amount in Row (11):
16.4%
14) Type of Reporting Person: IN
2
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the shares of Common Stock, par
value $.05 per share (the "Shares"), of nStor Technologies, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company
are located at 450 Technology Park, Lake Mary, Florida 32746.
Item 2. Identity and Background.
a. Name: Bernard A. Marden
b. Business address: 1290 South Ocean Blvd.
Palm Beach, FL 33480
c. Present principal occupation: Investor
Name and address of corporation business is primarily conducted through:
_____________________________________________________
d. During the past five years, I have not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
e. During the past five years, I have not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
which resulted in my being subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
f. Citizenship: U.S.A.
Item 3. Source and Amount of Funds of Other Consideration.
The source of the funds for the purchase of the Shares and the warrants
was my personal funds. The total amount of money used to purchase the
Shares and the warrants was $5,067,590.98. Reference is made to Item 5
for a description of prior acquisitions not previously reported.
Item 4. Purpose of Transaction.
Purpose of acquisition of securities of the issuer: Investment
a. Reporting person has no specific plan or proposal to acquire additional
securities of the Company or to dispose of any securities of the Company.
However, as an investor, reporting person reviews from time to time the
performance of all of his investments, including but not limited to the
securities of the Company, and may in the future acquire additional
securities of the Company or dispose of some or all of the securities
of the Company.
b. None.
c. None.
d. None.
e. None.
f. None.
g. None.
h. None.
i. None.
j. None.
Item 5. Interest in Securities of the Issuer.
The event that requires filing of this Schedule 13D is my beneficial
ownership of more than 5% of the Company's outstanding common stock which
occurred on March 5, 1998. On the date of this Report, I beneficially own
3,973,025 Shares or approximately 16.4% of the outstanding common stock of
the Company. I have the sole power to vote and to dispose of the Shares.
There is no shared power to vote or dispose of the Shares I own. My
beneficial ownership of the Shares consists of the following:
(a) 1,523,025 shares purchased in open market transactions from December
1996 to May, 1999;
(b) Warrants to purchase 333,334 Shares exercisable during the period
from March 5, 1998 to March 5, 2001;
(c) 500,000 Shares acquired from the Company on April 8, 1999;
(d) Warrants to purchase 250,000 Shares exercisable during the period
from April 14, 1999 to April 14, 2002;
(e) 1,000 shares of Series D Convertible Preferred Stock ("Series D
Preferred Stock") convertible into 1,000,000 shares beginning April
27, 1999;
(f) 1,000 shares of Series E Convertible Preferred Stock ("Series E
Preferred Stock") convertible into 333,333 shares beginning June 8,
1999; and
(g) Warrants to purchase 33,333 Shares exercisable during the period from
June 8, 1999 to June 8, 2002.
4
<PAGE>
During the period from December 1996 to May 1999, I acquired 1,523,025 shares
in 46 open market transactions and sold -0- shares in -0- open market
transactions.
I acquired warrants to purchase 333,334 Shares from the Company on March 5,
1998 in connection with a loan that I made to the Company of $1,000,000.
I acquired the Series D Preferred Stock on October 29, 1998 from the Company
for $1,000,000 in a private placement. On April 27, 1999 the Series D
Preferred Stock became convertible into a maximum of 1,000,000 shares. I
acquired the Series E Preferred Stock and 33,333 warrants on June 8, 1999
from the Company for $1,000,000 in a private placement. I acquired 500,000
Shares on April 8, 1999 from the Company in a private placement for a
purchase price of $2.00 per Share for an aggregate purchase price of
$1,000,000 and, as part of that transaction, acquired 250,000 warrants.
The open market transactions were on the American Stock Exchange and were
made on my behalf by Cohmed Securities and/or J. W. Genesis Securities Corp.,
both securities broker dealers. The table below lists the transaction date
for each transaction, number of shares purchased and total purchase price:
Number of
Transaction Shares Price Total
Date Purchased Per Share Purchase Price
- ----------- --------- --------- --------------
12/05/96 100,000 2.7694 276,940.00
12/11/96 25,000 2.935 73,375.00
12/11/96 25,000 2.9925 74,812.50
01/23/97 12,500 2.8425 35,531.25
01/23/97 22,500 2.905 65,362.50
01/27/97 15,000 2.8425 42,637.50
08/28/97 2,000 2.07 4,140.00
08/28/97 10,000 2.0075 20,075.00
08/28/97 25,000 2.07 51,750.00
09/03/97 5,000 2.07 10,350.00
09/05/97 200 2.102 420.40
09/05/97 38,100 2.07 78,867.00
09/18/97 25,000 2.07 51,750.00
09/22/97 20,000 2.1325 42,650.00
09/24/97 21,000 2.195 46,095.00
10/16/97 1,500 2.57 3,855.00
10/17/97 33,700 2.5292 85,234.04
10/21/97 3,500 2.57 8,995.00
10/28/97 3,000 2.445 7,335.00
10/28/97 11,925 2.5075 29,901.93
5
<PAGE>
08/14/98 5,000 .5825 2,912.50
08/14/98 6,500 .7075 4,598.75
08/14/98 33,000 .6450 21,285.00
08/12/98 55,500 .6445 35,769.75
09/03/98 15,000 .5177 7,765.50
09/03/98 76,000 .6427 48,845.20
09/03/98 8,000 .4554 3,643.20
09/03/98 1,000 .5802 580.20
10/19/98 42,200 .6441 27,181.02
10/19/98 12,200 .5817 7,096.74
11/06/98 90,000 .9652 86,868.00
12/09/98 26,000 2.54 66,040.00
01/06/99 25,000 3.03 75,750.00
01/14/99 50,000 3.03 151,500.00
01/15/99 165,500 3.25 537,875.00
01/20/99 50,000 2.97 148,500.00
01/21/99 13,000 3.03 39,390.00
01/22/99 10,000 3.16 31,600.00
01/22/99 43,200 3.02 130,464.00
01/26/99 55,000 3.02 166,100.00
01/28/99 50,000 2.90 145,000.00
02/22/99 100,000 3.3963 396,300.00
03/03/99 50,000 3.46 173,000.00
04/23/99 50,000 2.53 126,500.00
05/10/99 25,000 2.965 74,125.00
05/13/99 66,000 3.265 215,490.00
I have not sold any of the shares which have been acquired.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
On March 5, 1998 I made a loan to the Company of $1,000,000. Such loan is
evidenced by a promissory note issued by the Company bearing interest at the
rate of 10% per annum and payable, together with accrued interest, on
September 5, 1999. In connection with that loan, I received warrants to
purchase 333,334 Shares at an exercise price of $1.50 per Share, exercisable
from March 5, 1998 to March 5, 2001. On September 27, 1998, I agreed to
extend the maturity date of the loan to September 5, 2000 upon the same terms
and conditions. In consideration of such extension, the exercise price of
the warrants was reduced to $1.00 per Share.
6
<PAGE>
In October 1998, I invested $1,000,000 to purchase 1,000 shares of the Series
D Preferred Stock from the Company in a private placement. The Series D
Preferred Stock accrues dividends at 8% per annum, payable quarterly and each
share is convertible into 1,000 shares of the Company's common stock,
beginning April 27, 1999. If the shares of Series D Preferred stock are not
converted into the Company's common stock within three years from the date of
issuance, the Series D preferred Stock is automatically converted into common
stock.
On April 8, 1999 I invested $1,000,000 to purchase 500,000 Shares from the
Company in a private placement of Shares. In connection with such purchase,
I acquired a warrant to purchase 250,000 Shares exercisable during the period
from April 14, 1999 to April 14, 2002.
On June 8, 1999, I invested $1,000,000 to purchase 1,000 shares of the Series
E Preferred Stock from the Company in a private placement. The Series E
Preferred Stock pays quarterly dividends of 8% during the first year, 9%
during the second year and 10% thereafter, and each share is convertible into
333.33 shares of the Company's common stock. As part of that transaction, I
also received warrants to purchase 33,333 Shares for an exercise price of
$3.30 per Share exercisable from June 8, 1999 until June 8, 2002.
Item 7. Material to be Filed as Exhibits
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: July 9, 1999
/S/ Bernard A. Marden
____________________________________
(Signature)
Bernard A. Marden
____________________________________
(Name)
7
<PAGE>
