Filed Pursuant to Rule 424(b)(3)
Registration No. 333-38784
nStor Technologies, Inc.
Prospectus Supplement No. 2
(To Prospectus Dated June 12, 2000)
You should read this prospectus supplement and the related prospectus
carefully before you invest. Both documents contain information you should
consider when making your investment decision.
Pursuant to the common stock purchase agreement dated May 4, 2000,
evidencing an equity draw down facility between us and Wishmasters Limited,
Wishmasters purchased a total of 315,200 shares of our common stock at an
average purchase price of $2.28 per share during the pricing period from August
22, 2000 to September 20, 2000. These purchases resulted in aggregate proceeds
of $719,524 being paid to us by Wishmasters during September 2000. From those
proceeds, Ladenburg Thalmann & Co. Inc. received $28,781 as a placement fee in
connection with this drawdown.
As of the date of this prospectus, we have sold a total of 351,857
shares of our common stock to Wishmasters and have received aggregate proceeds
of $821,797 from Wishmasters pursuant to the stock purchase agreement. We have
paid Ladenburg a total of $32,872 as placement fees in connection with the
drawdowns.
The attached prospectus relates to the resale of shares acquired by
Wishmasters pursuant to the stock purchase agreement and pursuant to the
exercise of warrants held by Wishmasters and Ladenburg. As of the date of this
prospectus supplement, Wishmasters owns 100,000 shares of common stock and
Ladenburg owns 120,000 shares of common stock, all of which are issuable upon
the exercise of warrants. Because Wishmasters and Ladenburg may sell some or all
of these shares, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of these shares, we cannot
estimate the actual amount of shares that they will hold after the completion of
the offering.
The date of this prospectus supplement is October 3, 2000.
