UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
nStor Technologies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
449-684-10-91
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(CUSIP Number)
Mr. Mark F. Levy, Vice President
nStor Technologies, Inc.
100 Century Boulevard, West Palm Beach, FL 33417, 561/640-3133
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 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 ___.
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) 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 ("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).
<PAGE>
CUSIP NO. 449-684-10-91
1) Names of Reporting Persons S.S. or IRS Identification Nos. of
Above Person ###-##-####
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
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(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) PF
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5) Check 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 United States
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Number of (7) Sole Voting Power 2,989,700
Shares Bene- -----------------
ficially (8) Shared Voting Power 0
Owned by -----------------
Each (9) Sole Dispositive Power 2,989,700
Reporting -----------------
Person
With (10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person 2,989,700
-----------------
12) Check if the Aggregate Amount in
Row (11) Excludes Certain Shares
(See Instructions)
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13) Percent of Class Represented by Amount in Row (11) 11.75%
--------
14) Type of Reporting Person (See Instructions) IN
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Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates
is the shares of common stock .05 par value per share (the
"Shares") of nStor Technologies, Inc. (the "Company"). The
principal executive offices of nStor Technologies, Inc. is located
at 100 Century Boulevard, West Palm Beach, FL 33417.
Item 2. Identity and Background.
This statement is being filed by Maurice A. Halperin. My business
address is 2500 North Military Trail, Suite 225, Boca Raton,
Florida 33431. I am a private investor. During the last five
years, I have not been convicted in a criminal proceeding
(excluding traffic violations or other similar misdemeanors) and I
have not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in my
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. I am a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds for the purchase of the Shares was my
personal funds. The total amount of money used to purchase the
Shares was $3,199,848.
Item 4. Purpose of Transaction.
The purpose for the acquisition of the Shares is investment.
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 30, 1999. Effective May 8,
1999, I beneficially own 2,989,700 shares or approximately 11.75%
of the outstanding common stock. I have the sole power to vote and
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) 172,700 Shares purchased in open market transactions;
(b) Series A Convertible Preferred Stock (the "Series A Preferred
Stock") convertible into 1,667,000 Shares beginning July 7, 1999.
(c) Warrants to purchase 200,000 Shares, exerciseable during the
period from January 26, 1999 to January 25, 2002;
(d) Series D Convertible Preferred Stock (the "Series D Preferred
Stock"), convertible into 700,000 Shares beginning April 27, 1999;
and
(e) 250,000 Shares acquired in satisfaction of a $500,000 loan I
made to the Company.
During the period from March 7 to May 6, 1999, I acquired 70,400
Shares in ten open market transactions and sold 1,500 Shares in one
open market transaction. The 250,000 Shares acquired in
satisfaction of the $500,000 loan were in a private transaction,
effective March 30, 1999. Also, on April 27, 1999, I obtained the
right to convert 700,000 shares of the Series D Preferred Stock
into a maximum of 700,000 Shares. I acquired the Series D Preferred
Stock on October 29 , 1999 for $700,000.
The open market transactions were on the American Stock Exchange
and were made on my behalf by CIBC Oppenheimer Corporation, a
securities broker dealer. The table below lists the transaction
date for each transaction, number of shares purchased, price per
share and total purchase price.
<TABLE>
<CAPTION>
Transaction Number of Shares Price Total
Date Purchased Per Share Purchase Price
<S> <C> <C> <C>
03/10/99 18,000 2 13/16 $50,625.00
03/12/99 500 2 13/16 1,406.25
03/12/99 9,700 2.60 26,675.00
03/16/99 3,000 2.50 7,875.00
03/16/99 7,200 2 9/16 18,450.00
03/16/99 10,000 2 11/16 26,875.00
03/22/99 5,000 2 9/16 12,887.50
03/24/99 5,000 2.30 11,950.00
03/25/99 6,000 2.30 14,325.00
03/26/99 6,000 2.40 15,075.00
</TABLE>
On April 8, 1999, I sold 1,500 of the Shares at $2.20 per share,
for a total amount of $3,326.03, in an open market transaction
through CIBC Oppenheimer Corporation.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
On July 7, 1998, the Company borrowed $1,000,000 from me in a
private transaction under an 8% convertible subordinated debenture,
payable on September 25, 1998, as extended. In September 1998, the
debenture was converted into 1,667 shares of the Series A Preferred
Stock. The Series A Preferred Stock accrues dividends at 8% per
annum, payable quarterly, is convertible into shares of the
Company's common stock based at a fixed conversion price of 60
cents per share (for a maximum of 1,667,000 shares). The conversion
date begins on July 7, 1999 with automatic conversion into common
stock on July 7, 2000.
In October 1998, I invested $700,000 in a private placement of
the Series D Preferred Stock. The Series D Preferred Stock accrues
dividends at 8% per annum, payable quarterly and is convertible
into shares of the Company's common stock based on a fixed
conversion price of $1.00 per share, beginning April 27, 1999. If
the preferred shares 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 to common stock.
On January 29, 1999, pursuant to the terms of a promissory note, I
loaned the Company $600,000. The principal amount accrues interest
at the rate of 8% per year, payable monthly, until the date when
this sum is paid in full. The principal amount plus accrued
interest is due and payable in full on September 5, 2000. As
further consideration for the loan, I received a warrant to
purchase 200,000 restricted shares of the Company's common stock in
a private transaction at a price of $3.00 per share. The exercise
period for the warrant began on January 26, 1999 and expires on
January 25, 2002.
On March 15, 1999, I loaned the Company $500,000. Before the date
that the loan was due to be repaid, the Company and I agreed,
effective March 30, 1999, that I would receive 250,000 shares of
the Company's common stock in satisfaction of the $500,000 loan.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
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 accurate.
DATE : May 6, 1999
/S/ Maurice A. Halperin
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Signature
Maurice A. Halperin
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Name and Title
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of this filing person), evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
