-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TJPaksl35Wsf52aG+votqdVkXXRagUmVRSgfRt+vmqMlKMzObPDejlBBF9gdRgo3 krwZTe36HIGKU+pplXvIvA== 0000898431-02-000134.txt : 20021018 0000898431-02-000134.hdr.sgml : 20021018 20021018153308 ACCESSION NUMBER: 0000898431-02-000134 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0001175503 IRS NUMBER: 752490943 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2740 N DALLAS PARKWAY STREET 2: STE 200 CITY: PLANO STATE: TX ZIP: 75093 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NSTOR TECHNOLOGIES INC CENTRAL INDEX KEY: 0000075448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 952094565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06963 FILM NUMBER: 02792676 BUSINESS ADDRESS: STREET 1: 100 CENTURY BLVD. CITY: WEST PALM BEACH STATE: FL ZIP: 33417 BUSINESS PHONE: 5616403125 MAIL ADDRESS: STREET 1: 100 CENTURY BLVD. CITY: W. PALM BEACH STATE: FL ZIP: 33417 FORMER COMPANY: FORMER CONFORMED NAME: IMGE INC /DE/ DATE OF NAME CHANGE: 19940525 FORMER COMPANY: FORMER CONFORMED NAME: IMNET INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IMGE INC DATE OF NAME CHANGE: 19960627 SC 13D/A 1 sched_13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) NSTOR TECHNOLOGIES, INC. ----------------------------------------------------------------- (Name of Issuer) Common Stock, $.05 par value per share ----------------------------------------------------------------- (Title of Class of Securities) 67018N 10 8 ----------------------------------- (CUSIP Number) Michael K. McCraw Pacific Technology Group, Inc. 2740 N. Dallas Parkway, Suite 200 Plano, Texas 75093 (972) 543-1500 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 8, 2002 ------------------------------------------------------- (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 [ ]. 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. Page 2 of 8 Pages SCHEDULE 13D CUSIP No. 67018N 10 8 1. NAME OF REPORTING PERSON Pacific Technology Group, Inc. -------------------------------------------- I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EIN No. 75-2490943 ---------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO ----------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Nevada NUMBER OF 7. SOLE VOTING POWER 27,027,027 SHARES BENEFICIALLY 8. SHARED VOTING POWER _____ OWNED BY EACH 9. SOLE DISPOSITIVE POWER 27,027,027 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER _____ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,027,027 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.0% ---------------- 14. TYPE OF REPORTING PERSON CO ------------------------------------------ Page 3 of 8 Pages SCHEDULE 13D CUSIP No. 67018N 10 8 1. NAME OF REPORTING PERSON Pacific Technology Services, Inc. -------------------------------------------- I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EIN No. 75-2537986 ---------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO ----------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Nevada NUMBER OF 7. SOLE VOTING POWER _____ SHARES BENEFICIALLY 8. SHARED VOTING POWER _____ OWNED BY EACH 9. SOLE DISPOSITIVE POWER _____ REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER _____ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000,000* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4%** ------------- 14. TYPE OF REPORTING PERSON CO ------------------------------------------ * As of March 1, 2002, the Issuer granted to the Reporting Person identified above (defined in this Statement as "PTS") the right and option to purchase up to 30,000,000 newly-issued shares of Common Stock for a purchase price of $.40 per share. (See Item 5(b)(ii) for additional information). ** This percentage is calculated based on the assumption that PTS exercises its option in respect of 30,000,000 shares of Common Stock and that the Issuer issues such shares to the Reporting Person identified above. Page 4 of 8 Pages SCHEDULE 13D CUSIP No. 67018N 10 8 1. NAME OF REPORTING PERSON Pacific USA Holdings Corp. -------------------------------------------- I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EIN No. 75-2255876 ---------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A ----------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas -------------------------------- NUMBER OF 7. SOLE VOTING POWER _____ SHARES BENEFICIALLY 8. SHARED VOTING POWER _____ OWNED BY EACH 9. SOLE DISPOSITIVE POWER _____ REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER _____ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,027,027* ------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.0% ------------- 14. TYPE OF REPORTING PERSON CO ------------------------------------------ * The Reporting Person identified above is the parent corporation of Pacific Technology Group, Inc. and Pacific Technology Services, Inc., and, as such, may be deemed to be the beneficial owner of the shares of capital stock referenced in this Statement. Page 5 of 8 Pages SCHEDULE 13D CUSIP No. 67018N 10 8 1. NAME OF REPORTING PERSON Pacific Electric Wire & Cable Co., Ltd. --------------------------------------- I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EIN No. N/A - Foreign Person ---------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A ----------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Taiwan, Republic of China -------------------------------- NUMBER OF 7. SOLE VOTING POWER _____ SHARES BENEFICIALLY 8. SHARED VOTING POWER _____ OWNED BY EACH 9. SOLE DISPOSITIVE POWER _____ REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER _____ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,027,027* ----------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.0% ------------- 14. TYPE OF REPORTING PERSON CO ------------------------------------------ * The Reporting Person identified above is the parent corporation of Pacific USA Holdings Corp., which is the parent corporation of Pacific Technology Group, Inc. and Pacific Technology Services, Inc., and, as such, may be deemed to be the beneficial owner of the shares of capital stock referenced in this Statement. Page 6 of 8 Pages This Amendment No. 1 amends and supplements the statement on Schedule 13D filed on June 17, 2002 by (i) Pacific Technology Group, Inc., a Nevada corporation ("Pacific Technology"), (ii) Pacific Technology Services, Inc., a Nevada corporation ("PTS"), (iii) Pacific Technology's and PTS's parent, Pacific USA Holdings Corp., a Texas corporation ("PUSA"), and (iv) PUSA's parent corporation, Pacific Electric Wire & Cable Co., Ltd., a Taiwanese corporation ("PEWC" and, collectively with Pacific Technology, PTS, and PUSA, the "Reporting Persons") (the "Schedule 13D"). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Schedule 13D. Item 4. Purpose of Transaction. The first paragraph of Item 4 is hereby deleted and replaced in its entirety with the following: On June 7, 2002, Pacific Technology acquired 22,500,000 shares of the Issuer's common stock, par value $.05 per share (the "Common Stock"), and 1,000 shares of the Issuer's Series L Convertible Preferred Stock, par value $.01 per share (the "Preferred Stock"), in exchange for all of the outstanding capital stock of Stonehouse Technologies, Inc., a Texas corporation and wholly-owned subsidiary of Pacific Technology ("Stonehouse"). On October 8, 2002, the Issuer held its annual meeting of shareholders. At such meeting, the shareholders of the Issuer voted upon and approved certain matters, including those discussed more fully in paragraph 3 of Item 4 of the Schedule 13D. As a result, the 1,000 shares of Preferred Stock beneficially owned by Pacific Technology were automatically converted into 4,527,027 shares of Common Stock. Item 5. Interest in Securities of the Issuer. Paragraph (a) (including subsections (i) and (ii)) of Item 5 is hereby deleted and replaced in its entirety to read as follows: (a) Pacific Technology directly owns 27,027,027 shares of Common Stock, constituting approximately 19.0% of the outstanding shares of the Common Stock of the Issuer (such percentage, which is rounded to the nearest tenth, is based upon the 137,549,920 shares of Common Stock of the Issuer outstanding as of July 31, 2002, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, together with the 4,527,027 shares of Common Stock acquired by Pacific Technology in connection with the automatic conversion of the Preferred Stock). Paragraph (b)(ii) of Item 5 is hereby deleted and replaced in its entirety to read as follows: (ii) In addition, PUSA and PEWC disclose that as of March 1, 2002, the Issuer and PTS entered into that certain Option One Agreement (the "Option Agreement") Page 7 of 8 Pages (which Option Agreement is referred to in Item 7 of the Schedule 13D and incorporated herein by reference), pursuant to which the Issuer granted to PTS the right and option (the "PTS Option") to purchase up to 30,000,000 newly-issued shares of Common Stock for a purchase price of $.40 per share. The term of the PTS Option commenced on March 1, 2002 and will end at midnight on November 30, 2002, unless sooner terminated. As of the filing date of this Amendment No. 1, PTS had not exercised the PTS Option in respect of any shares of Common Stock covered by the Option Agreement. If PTS exercised the PTS Option in respect of all shares covered by the Option Agreement, PTS would directly own 30,000,000 shares of Common Stock, constituting approximately 17.4% of the outstanding shares of the Common Stock of the Issuer (such percentage, which is rounded to the nearest tenth, is based upon the 137,549,920 shares of Common Stock of the Issuer outstanding as of July 31, 2002, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, together with the 4,527,027 shares of Common Stock acquired by Pacific Technology in connection with the automatic conversion of the Preferred Stock, together with the 30,000,000 shares of Common Stock that would be issued pursuant to the PTS Option). Page 8 of 8 Pages Signature. After reasonable inquiry and to the best of their knowledge and belief, the signatories below certify that the information set forth in this Statement is true, complete, and correct. PACIFIC TECHNOLOGY GROUP, INC. By: /s/ MICHAEL K. MCCRAW ------------------------------------- Michael K. McCraw President and Treasurer PACIFIC TECHNOLOGY SERVICES, INC. By: /s/ MICHAEL K. MCCRAW ------------------------------------- Michael K. McCraw Treasurer PACIFIC USA HOLDINGS CORP. By: /s/ MICHAEL K. MCCRAW ------------------------------------- Michael K. McCraw President PACIFIC ELECTRIC WIRE & CABLE CO., LTD. By: /s/ TOM C. Y. TUNG ------------------------------------- Tom C. Y. Tung President Dated: October 11, 2002 EXHIBIT 1 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned entities hereby agree to file with the Securities and Exchange Commission the Statement of Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. This Agreement of Joint Filing may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement of Joint Filing as of October 11, 2002. PACIFIC TECHNOLOGY GROUP, INC. By: /s/ MICHAEL K. MCCRAW ------------------------------------ Michael K. McCraw President and Treasurer PACIFIC TECHNOLOGY SERVICES, INC. By: /s/ MICHAEL K. MCCRAW ------------------------------------ Michael K. McCraw Treasurer PACIFIC USA HOLDINGS CORP. By: /s/ MICHAEL K. MCCRAW ------------------------------------ Michael K. McCraw President PACIFIC ELECTRIC WIRE & CABLE CO., LTD. By: /s/ TOM C. Y. TUNG ------------------------------------ Tom C. Y. Tung President -----END PRIVACY-ENHANCED MESSAGE-----