SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 2, 1999
nSTOR TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 08354 95-2094565
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
450 Technology Park, Lake Mary, Florida 32746
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (407) 829-3500
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(Former Name or Former Address; if Changed Since Last Report)
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This Form 8-K/A amends the information contained in Items 5 and 7 of
the Form 8-K filed by the Registrant with the Commission on June 23, 1999, as
follows:
Item 5. Other Events
Item 5 is hereby amended in its entirety to read as follows:
On June 8, 1999, the Registrant sold 3,500 shares of newly-issued
Series E Preferred Stock (convertible into 1,166,667 shares of the Registrant's
common stock based on a price of $3.00 per share), and three-year warrants to
purchase an aggregate of 116,667 shares of the Registrant's common stock at a
price of $3.30 per share, to three private investors in a privately-negotiated
transaction. The total purchase price for the Series E Convertible Preferred
Stock and warrants was $3.5 million. Hilcoast Development Corp., an affiliate of
Levy, purchased $1,500,000 of the Series E Preferred Stock and warrants to
purchase 50,000 additional shares of the Registrant's common stock. The Series E
Convertible Preferred Stock requires quarterly dividends at the following annual
rates: 8% during the first year, 9% during the second year and 10% thereafter.
A copy of the Press Release issued by the Registrant on June 9, 1999,
announcing the closing of the acquisition and the private placement is attached
hereto as Exhibit 99, and is incorporated herein by reference from the Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
The note to the following section of the Notes to the Unaudited Pro Forma
Condensed Combined Financial Statements: Adjustments to Unaudited Pro Forma
Condensed Combined Statement of Operation - Adjustments Resulting from Completed
Transactions, is hereby amended to read as follows:
Interest expense has not been adjusted since the adjustment would not
be material. Pro forma basic and diluted net loss per common
share, excluding the effect of the Anticipated Acquisition of
Minority Shares, equals $0.75 and $0.16 for the year ended
December 31, 1998 and the three months ended March 31, 1999,
respectively
(c) Exhibits.
The Exhibits to this Form 8-K/A are listed on the Exhibit Index and are
incorporated herein by reference from the Form 8-K.
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SIGNATURE
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.
Date: July 2, 1999 nSTOR TECHNOLOGIES, INC.
By: /s/ Jack Jaiven
Name: Jack Jaiven
Title: Treasurer/Principal Financial Officer
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Exhibit Index
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Exhibit No.:
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2.1 Purchase Agreement, dated as of March 2, 1999, by and among the Registrant, W. David Sykes
and the Sykes Children's Trust of 1993 dated November 22, 1993
2.2 Amendment No. 1 to Purchase Agreement, dated as of April 26, 1999, by and among the
Registrant, W. David Sykes, the Sykes Family Trust and the Sykes Children's Trust of 1993
dated November 22, 1993
2.3 Amendment No. 2 to Purchase Agreement, dated as of June 8, 1999, by and among the Registrant,
W. David Sykes, the Sykes Family Trust and the Sykes Children's Trust of 1993 dated November
22, 1993
4.1 Certificate of Designation of Series E Convertible Preferred Stock of the Registrant
4.2 Certificate of Designation of Series F Convertible Preferred Stock of the Registrant
4.3 Warrant, dated June 8, 1999, issued to W. David Sykes
4.4 Form of Warrant, dated June 8, 1999, issued to purchasers of Series E Convertible Preferred
Stock
4.5 9.5% Subordinated Note, dated June 8, 1999, issued to the Sykes Children's Trust of 1993
4.6 9.5% Subordinated Note, dated June 8, 1999, issued to the Sykes Family Trust
4.7 Registration Rights Agreement, dated June 8, 1999, by and between nSTOR Technologies, Inc.
and W. David Sykes
4.8 Form of Registration Rights Agreement, dated June 8, 1999, issued to the purchasers of Series
E Convertible Preferred Stock
4.9 Form of Employment Agreement between the Registrant and W. David Sykes
4.10 Letter Agreement, dated June 8, 1999, by and between Irwin Levy and W. David Sykes
99.1 Press Release issued by the Registrant on June 9, 1999
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