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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
JTS CORPORATION
(NAME OF ISSUER)
COMMON STOCK, $.001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
465940 10 4
(CUSIP NUMBER)
SAM TRAMIEL
455 SOUTH MATHILDA AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 328-0900
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JULY 30, 1996
(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
/ /.
Check the following box if a fee is being paid with this statement /X/.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7.)
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.
page 1 of 6 pages
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CUSIP NO. 465940 10 4 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: Jack Tramiel
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
741,611
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
---------------------------------------------------------
8 SHARED VOTING POWER
11,753,005
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
741,611
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,753,005
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,494,616
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
page 2 of 6 pages
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.001 par value (the
"Common Stock") of JTS Corporation, a Delaware corporation, formerly known as JT
Storage, Inc. (the "Issuer"). The principal executive offices of the Issuer are
located at 166 Baypointe Parkway, San Jose, CA 95134.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Jack Tramiel. I am self-employed
and serve as a director of the Issuer, a manufacturer of hard disk drives for
computers. I serve as a director of Issuer and am a U.S. citizen. My business
address and address of Issuer is 166 Baypointe Parkway, San Jose, CA 95134.
During the last five years, I have not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) nor have I
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which I am or was 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
violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock of the Issuer reported as beneficially owned
in Item 5 hereof were acquired by me in consideration of exchanging 12,490,616
shares of common stock and options to purchase 20,000 shares of the common stock
of Atari Corporation ("Atari") pursuant to a merger of Atari with and into
Issuer. Of the 12,490,616 shares of common stock of Atari, 11,597,315 shares
were held by my wife, Helen Tramiel, and 155,690 shares were held by my wife as
trustee for the benefit of my minor grandchildren. The remaining 737,611 shares
and options to purchase 20,000 shares of common stock of Atari were held by me.
The price of common stock of Atari on the date of the aforementioned exchange
was $5.3125 per share.
ITEM 4. PURPOSE OF THE TRANSACTION
I acquired the shares of Common Stock because I believe they represent
an opportunity for an attractive return. I am considering a number of
alternatives for maximizing the return on the shares of Common Stock, including
one or more of the following:
(a) holding the Common Stock for investment;
(b) continuing to serve as a director of Issuer; and
(d) continuing to work with the management of Issuer in order to
improve Issuer's business, prospects and financial condition.
page 3 of 6 pages
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Other than the foregoing, I have yet to form any specific intent as to
the direction I intend to take with respect to the Common Stock reported as
beneficially owned in Item 5 hereof or with respect to the Issuer.
Subject to applicable legal requirements, I may purchase additional
shares of Common Stock from time to time in open market or in private
transactions, depending on my evaluation of the Issuer's business, prospects and
financial condition, the markets for the Common Stock, other developments
concerning the Issuer, other opportunities available to me, and general,
economic, money and stock market conditions. In addition, depending upon the
factors referred to above, I may dispose of all or a portion of my shares of
Common Stock at any time.
Except as disclosed in or otherwise contemplated by this Schedule 13D,
I do not have any plans or proposals which relate to or would result in any of
the following:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities by the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) any change in the present Board of Directors or management of
the Company, 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 the Company;
(f) any other material change in the Company's business or
corporate structure;
(g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) causing a class of securities of the Company 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 the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
page 4 of 6 pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
I am the beneficial owner of 12,494,616 shares of Common Stock. I
beneficially own 12.2% of the outstanding Common Stock. I have the sole power to
vote or direct the vote and the sole power to dispose or to direct the
disposition of 737,611 shares and options to purchase 4,000 shares of Common
Stock. I have the shared power to vote or direct the vote and the shared power
to dispose or to direct the disposition of 11,753,005 shares of Common Stock of
which 11,597,315 shares of Common Stock are held by my wife, Helen Tramiel, and
155,690 shares are held by my wife as trustee for the benefit of my minor
grandchildren.
The shares of Common Stock of the Issuer reported as beneficially owned
in this Item 5 were acquired by me in consideration of exchanging 12,490,616
shares of common stock and options to purchase 4,000 shares of the common stock
of Atari pursuant to a merger of Atari with and into Issuer. The price of common
stock of Atari on the date of the aforementioned exchange was $5.3125 per share.
My wife, Helen Tramiel, has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, 11,753,005
shares of Common Stock held by her and 155,690 shares held by her as trustee for
the benefit of my minor grandchildren.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
I do not have any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to the securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
page 5 of 6 pages
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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.
Dated: August 9, 1995
By: /s/ Jack Tramiel
-----------------------
Jack Tramiel
