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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
nSTOR Technologies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
67018N108
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(CUSIP Number)
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W. David Sykes
10140 Mesa Rim Road
San Diego, CA 92121
(619) 453-9696
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 8, 1999
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(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
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
*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 ("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).
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CUSIP No. 67018N108 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
W. David Sykes
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7. SOLE VOTING POWER
1,706,466
NUMBER OF
SHARES ----------------------------------------------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,706,466
WITH
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,466
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7%
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14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
FOR
W. DAVID SYKES
Item 1. SECURITY AND ISSUER.
Securities: Common Stock (the "Common Stock")
Issuer: nSTOR Technologies, Inc. ("nSTOR")
100 Century Blvd.
West Palm Beach, FL 33417
Item 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed on behalf of W. David Sykes ("Mr. Sykes").
Mr. Sykes is a citizen of the United States. Mr. Sykes is president of Andataco,
Inc., a California corporation and subsidiary of nSTOR. Andataco, Inc. designs,
develops, manufactures, markets and supports high performance, high availability
information storage solutions for the open systems markets in the Windows NT and
UNIX environments. Mr. Sykes' business address, and the address of Andataco,
Inc.'s principal office, is 10140 Mesa Rim Road, San Diego, CA 92121.
During the last five years, Mr. Sykes has been neither convicted in a
criminal proceeding nor been a party to a civil proceeding of a judicial or
administrative body which resulted in Mr. Sykes being subject to a 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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 8, 1999, Mr. Sykes sold and assigned to nSTOR a promissory
note of Andataco, Inc. in favor of Mr. Sykes and in the face amount of
$5,196,000, in exchange for 4,654 shares of Series F Convertible Preferred
Stock of nSTOR and warrants to purchase, at $3.30 per share, 155,133 shares of
nSTOR common stock. Each share of the Series F Convertible Preferred Stock is
immediately convertible into 333 1/3 shares of the common stock of nSTOR. The
warrants are immediately exercisable.
Item 4. PURPOSE OF TRANSACTION.
Mr. Sykes acquired the nSTOR preferred stock in order to eliminate his
debt investment in Andataco, Inc. and attain greater liquidity in his
investment. Mr. Sykes intends to convert portions of the nSTOR preferred stock
into nSTOR common stock and sell portions of such common stock within the next
ten months. Mr. Sykes has entered into a letter agreement with Irwin
Levy, Chairman of nSTOR. Under this letter agreement, Mr. Levy has the
option, through September 30, 1999, to purchase, at $3.00 per share, up to
$3,200,000 worth of nSTOR common stock owned by Mr. Sykes (at an agreed upon
value of $3.00 per share), less any amounts received by Mr. Sykes as a result
of public sales of such shares of common stock. In addition, Mr. Levy agreed
to purchase from Mr. Sykes, at Mr. Sykes' option, during the period from
February 1, 2000 through February 5, 2000, shares of nSTOR common stock owned
by Mr. Sykes for a purchase price of $3.00 per share, provided, however, that
Mr. Levy shall nor be obligated to purchase more than $3.2 million of nSTOR
common stock owned by Mr. Sykes (at an agreed upon value of $3.00 per share),
less any amounts received by Mr. Sykes as a result of public sales of such
shares of common stock.
Other than as noted above, Mr. Sykes currently has no plans or
proposals which relate to, or may result in:
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(a) The acquisition of additional securities, or disposition of
securities, of nSTOR;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving nSTOR or any of its
subsidiaries;
(c) The sale or transfer of a material amount of assets of nSTOR or
any of its subsidiaries;
(d) Any change in the present board of directors or management of
nSTOR including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of nSTOR;
(f) Any other material change in NSTOR's business or corporate
structure;
(g) Changes in nSTOR's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of nSTOR by any person;
(h) Causing any class of securities of nSTOR to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of nSTOR becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any similar action to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Sykes is the beneficial owner of 4,654 shares of nSTOR Series F
Convertible Preferred Stock, each of which is immediately convertible into
333 1/3 shares of nSTOR common stock. Upon conversion of the preferred
stock, Mr. Sykes will have sole power to vote and dispose of all of these
1,551,333 shares of nSTOR common stock. Mr. Sykes is also the beneficial
owner of immediately exercisable warrants to purchase, at $3.30 per share,
155,133 shares of nSTOR common stock. Mr. Sykes is deemed to beneficially
own 7% of the nSTOR common stock outstanding.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Sykes has entered into a letter agreement with Irwin Levy, Chairman
of nSTOR Technologies, Inc., dated June 8, 1999, which letter agreement is
described in Item 4 of this Schedule 13D.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1: Letter agreement dated June 8, 1999 between W. David
Sykes and Irwin Levy.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
W. David Sykes certifies that the information set forth in this statement is
true, complete and correct.
Date: June 18, 1999 /s/ W. David Sykes
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W. David Sykes
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EXHIBIT 99.1
Irwin Levy
c/o nSTOR Technologies, Inc.
100 Century Boulevard
West Palm Beach, FL 33417
June 8, 1999
W. David Sykes
2016 Oceanfront
Del Mar, CA 92014
Re: OPTIONS REGARDING COMMON STOCK OF NSTOR TECHNOLOGIES, INC.
Dear David,
In consideration of $10.00, the mutual covenants contained herein and other good
and valuable consideration, the receipt of which is hereby acknowledged, I
hereby agree with you as follows:
You represent that from the date of this letter through January 30, 2000, you
intend to sell shares of common stock of nSTOR Technologies, Inc., a Delaware
corporation (the "Company"), on the public market at a price of $2.50 or more
per share (the "Public Sales").
At any time from the date of this letter agreement through September 30, 1999, I
may deliver to you a written notice of my intent to purchase from you, at $3.00
per share, that number of shares (the "Call Shares") of common stock of the
Company with a value (at $3.00 per share) equal to $3,200,000 less any amounts
received by you from the Public Sales. Within ten (10) days of such notice, I
will deliver to you payment for the Call Shares by delivery of a personal check.
Upon receipt of payment for the Call Shares, you will deliver to me the stock
certificate(s) representing the Call Shares, fully endorsed for transfer to me.
At any time from February 1, 2000 through February 5, 2000, you may deliver to
me a written notice of the number of shares (the "Put Shares") of common stock
of the Company you will sell to me. Within ten (10) days of such notice, I will
purchase the Put Shares from you, at $3.00 per share, by delivery to you of a
personal check; provided, however, that under no circumstances will I be
obligated to purchase from you an amount of Put Shares with a value (at $3.00
per share) greater than $3,200,000 less any amounts received by you from the
Public Sales. Upon receipt of payment for the Put Shares, you will deliver to me
the stock certificate(s) representing the Put Shares, fully endorsed for
transfer to me.
This letter agreement shall be binding upon and inure to the benefit of our
respective successors and permissible assigns, except that I shall not delegate,
assign or otherwise dispose of my duties under this Agreement without your prior
written consent. Any communication between us under this letter agreement shall
be to the respective addresses first set forth above and shall be deemed given
upon the earlier of deposit in the United States mail, postage fully prepaid, or
actual receipt. This letter agreement is the entire statement of the terms of
the agreement between us with respect to the matters set forth herein and shall
be governed by the laws of California, without regard to its conflict of laws
principles.
Sincerely,
/s/ Irwin Levy
Irwin Levy
ACKNOWLEDGED AND AGREED:
/s/ W. David Sykes
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W. David Sykes
