<PAGE> 1
SECURITIES EXCHANGE AND COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
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 30, 1996
JTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-21085 77-0364572
(Commission File No.) (IRS Employer Identification No.)
166 BAYPOINTE PARKWAY
SAN JOSE, CA 95134
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 468-1800
1.
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Total number of pages: 7
Index to Exhibits at page: 4
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 30, 1996, JTS Corporation (the "Registrant" or "JTS") completed
the acquisition of Atari Corporation, a Nevada corporation ("Atari"). Atari was
acquired pursuant to an Amended and Restated Agreement and Plan of
Reorganization dated as of April 8, 1996 (the "Merger Agreement"), between the
Registrant and Atari, pursuant to which Atari was merged with and into the
Registrant ("the Merger"). Upon the closing of the Merger, approximately
63,850,000 shares of the Registrant's Common Stock were issued to the former
shareholders of Atari and 3,148,339 shares of Common Stock of the Registrant
were reserved for issuance upon the exercise of Atari options assumed by the
Registrant. The exchange ratio under the Merger Agreement was one share of JTS
Common Stock for each share of Atari Common Stock.
The Merger is intended to be accounted for as an acquisition of the
Registrant by Atari. JTS designs, develops, manufactures and markets hard disk
drives for use in notebook computers and desktop personal computers. The
Registrant intends to continue to use the assets of Atari acquired in the Merger
to conduct such business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
a. FINANCIAL STATEMENTS OF ATARI, JTS AND MODULER ELECTRONICS
Incorporated herein by reference to pages F-2--F-54 of the Registrant's
Registration Statement on Form S-4, File No. 333-06643.
b. PRO FORMA FINANCIAL INFORMATION
Incorporated herein by reference to pages 63-68 of the Registrant's
Registration Statement on Form S-4, File No. 333-06643.
c. EXHIBITS
2.1 Amended and Restated Agreement and Plan of
Reorganization dated as of April 8, 1996 between JTS
Corporation and Atari Corporation.
2.2 Press Release dated July 30, 1996.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
2.
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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, thereunto duly authorized.
JTS CORPORATION
Dated: August 14, 1996 By: /s/ W. Virginia Walker
---------------------------------
W. Virginia Walker
Executive Vice President, Finance
and Administration,
Chief Financial Officer and
Secretary
3.
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INDEX TO EXHIBITS
PAGE NUMBER IN
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED VERSION
- ----------- ----------- ----------------
2.1 Amended and Restated Agreement *
and Plan of Reorganization dated
as of April 8, 1996 between JTS
Corporation and Atari Corporation.
2.2 Press Release dated July 30, 1996. 5
23.1 Consent of Arthur Andersen LLP 6
23.2 Consent of Deloitte & Touche LLP 7
* Incorporated herein by reference to the Registrant's Registration Statement
on Form S-4, File No. 333-06643.
4.
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EXHIBIT 2.2
FOR IMMEDIATE RELEASE
Contact: W. Virginia Walker, Chief Financial Officer
(408) 468-1800
JTS CORPORATION AND ATARI CORPORATION ANNOUNCE
STOCKHOLDER APPROVAL AND CLOSING OF MERGER
JTS Corporation (ASE:JTS) and Atari Corporation (formerly American Stock
Exchange: ATC) announced today that they each received stockholder approval of
their proposal to merge the two companies. JTS and Atari have filed
Certificates of Merger with authorities in Delaware and Nevada and the merger
closed today. JTS Corporation will be the surviving entity in the merger, and
the combined organization will be based in San Jose, California. The JTS Common
Stock will commence trading on the American Stock Exchange under the symbol
"JTS" on July 31, 1996. The Atari Common Stock was delisted from the American
Stock Exchange following trading on July 30, 1996.
Upon closing of the merger, each outstanding share of Atari Common Stock
was exchanged for one share of JTS Common Stock. JTS exchanged approximately
63,850,000 shares of its Common Stock for all of the outstanding stock of Atari
and JTS has 103,415,517 shares outstanding following the merger. The merger is
intended to qualify as a tax-free reorganization for Federal Income Tax
purposes.
"This merger is another step toward our goal of becoming a leading
international supplier of hard disk drives in the rapidly growing hard disk
drive market," said David T. Mitchell, Chief Executive Officer and President of
JTS. JTS designs, develops, manufacturers and markets hard disk drives for use
in notebook computers and desktop personal computers. The Company recently
introduced its new 3-inch Nordic product for notebook computers.
"We are pleased to be a part of JTS Corporation, the disk drive market is
growing rapidly and we continue to be excited about the prospects of the 3-inch
Nordic disk drive," said Jack Tramiel, former Chairman of Atari.
JTS is headquartered in San Jose, California and has its disk drive
manufacturing facility in Madras, India. JTS' Atari Division licenses and
markets software in the multi-platform, multimedia market. JTS employs 4300
people worldwide.
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EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K of our report dated April 4, 1996, included in
Registration Statement File No. 333-06643. It should be noted that we have not
audited any financial statements of the company subsequent to January 28, 1996,
or performed any audit procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
August 14, 1996
6
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EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Current Report of JTS
Corporation on Form 8-K of our report dated March 1, 1996 (April 8, 1996 as to
Note 16) relating to the financial statements of Atari Corporation for the year
ended December 31, 1995 appearing in Registration Statement No. 333-06643 of JTS
Corporation.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
August 14, 1996
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