0000950144-01-507343.txt : 20011009
0000950144-01-507343.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950144-01-507343
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010928
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: NSTOR TECHNOLOGIES INC
CENTRAL INDEX KEY: 0000075448
STANDARD INDUSTRIAL CLASSIFICATION: [9995]
IRS NUMBER: 952094565
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-06963
FILM NUMBER: 1747870
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
DATE OF NAME CHANGE: 19960627
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MARDEN BERNARD A
CENTRAL INDEX KEY: 0001089258
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 1290 SOUTH GREEN BLVD
CITY: PALM BEACH
STATE: FL
ZIP: 33480
BUSINESS PHONE: 2123552800
MAIL ADDRESS:
STREET 1: 1290 SOUTH GREEN BLVD
CITY: PALM BEACH
STATE: FL
ZIP: 33480
SC 13D
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g71841sc13d.txt
NSTOR TECHNOLOGIES, INC. SCHEDULE 13D
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)*
nStor Technologies, Inc.
------------------------
(Name of Issuer)
Common Stock, $.05 par value
----------------------------
(Title of Class of Securities)
67018N 10 8
-----------
(Cusip No.)
Bernard Marden
1290 South Ocean Boulevard
Palm Beach, Florida 33480, (561) 833-2001
-----------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 14, 2001
--------------
(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
statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 67018N 10 8
1) Name of Reporting persons S.S. or IRS Identification Nos. of above
persons
BERNARD A. MARDEN (###-##-####)
2) Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [ ]
3) SEC Use Only _____________________________________________
4) Source of Funds: PF
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: U.S.A.
Number of (7) Sole Voting Power: 6,735,711
Shares Bene-
ficially (8) Shared Voting-Power: -0-
Owned by Each
Reporting (9) Sole Dispositive Power: 6,735,711
Person
With (10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,735,711
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11):
17.0%
14) Type of Reporting Person: IN
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Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the shares of Common Stock, par value
$.05 per share (the "Shares"), of nStor Technologies, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 10140 Mesa Rim Road, San Diego, California 92121.
Item 2. Identity and Background.
a. Name: Bernard A. Marden
b. Business address: 1290 South Ocean Blvd.
Palm Beach, FL 33480
c. Present principal occupation: Investor Name and address of corporation
business is primarily conducted through:
-------------------------------------------------------
d) During the past five (5) years, Mr. Marden has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
e) During the past five (5) years, Mr. Marden has not been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in his being subject to any judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
f) Citizenship: U.S.A.
Item 3. Source and Amount of Funds of Other Consideration.
The transactions reported by Mr. Marden as described in Item 5(c) were issued to
him in connection with loans made to the Company either by Mr. Marden directly
or The Charlotte Marden 1993 Trust for which Mr. Marden is a trustee.
Item 4. Purpose of Transaction.
Purpose of acquisition of securities of the issuer: Investment.
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a. Reporting person has no specific plan or proposal to acquire additional
securities of the Company or to dispose of any securities of the
Company. However, as an investor, reporting person reviews from time to
time the performance of all of his investments, including but not
limited to the securities of the Company, and may in the future acquire
additional securities of the Company or dispose of some or all of the
securities of the Company.
b. None.
c. None.
d. None.
e. None.
f. None.
g. None.
h. None.
i. None.
j. None.
Item 5. Interest in Securities of the Issuer.
This Amendment to Schedule 13D reflects a change in the number of shares and the
percentage interest represented thereby of the Company's Common Stock held by
the reporting person as a result of the transactions described in 5(c) below.
(a) Mr. Marden is currently the beneficial owner of 6,735,711
shares of the Company's Common Stock representing 17.0% of the
Company's Common Stock. Of these, (i) 2,827,821 shares are
held directly by Mr. Marden; (ii) 820,833 shares are issuable
upon the exercise of currently exercisable warrants of which
345,833 shares are held by Mr. Marden directly and 475,000
shares are held by The Charlotte Marden 1993 Trust for which
Mr. Marden is a trustee ("CM Trust"), and; (iii) 3,087,057
shares are issuable upon the conversion of currently
outstanding shares of the Company's Series D Convertible
Preferred Stock as to 1,000,000 shares, Series E Convertible
Preferred Stock as to 333,333 shares and Series I Convertible
Preferred Stock as to 1,753,724 of which 350,667 shares are
held directly by Mr. Marden and 1,403,057 shares are held by
the CM Trust.
(b) Mr. Marden has the sole dispositive and voting power over the
6,735,711 shares of the Company's Common Stock benefically
owned by him.
(c) Since the most recent filing on Schedule 13D made by Mr.
Marden for an April 13, 2000 event (the purchase of 25,000
shares of the Company's Common Stock), Mr. Marden has effected
the following transactions involving the Company's Common
Stock:
(i) On March 14, 2001, short-term loans previously made
to the Company aggregating $1,250,000 ($250,000
loaned by Mr. Marden directly and $1,000,000 loaned
by the CM Trust) were exchanged for 8% Convertible
Promissory Notes convertible immediately into 250,000
and 1,000,000 shares, respectively, of the Company's
Common Stock. This transaction was reported on Mr.
Marden's Form 4 for March 2001.
(ii) On March 14, 2001, in connection with the convertible
notes described at 5(c)i, warrants to purchase an
aggregate of 312,500 shares were issued to Mr. Marden
of which 62,500 warrants were issued directly to Mr.
Marden and 250,000 warrants were issued to the CM
Trust. The warrants are exercisable immediately and
have an exercise price of $1.20 per share. This
transaction was reported on Mr. Marden's Form 4 for
March 2001.
(iii) Effective April 12, 2001, the convertible notes
referred to at 5(c)i were exchanged for the Company's
Series I Convertible Preferred Stock, including
$12,671 in accrued interest. Mr. Marden received 252
shares and the CM Trust received 1,010 shares of the
Series I Convertible Preferred Stock with a stated
value of $252,479 and
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$1,010,192, respectively. The shares of Series I
Convertible Preferred Stock are convertible into
350,667 and 1,403,057 shares, respectively, of the
Company's Common Stock at $.72 per share. This
transaction was reported on Mr. Marden's Form 4 for
April 2001.
(iv) On June 7, 2001, in connection with a loan made to
the Company by the CM Trust, the Company issued a
warrant to the CM Trust to purchase 225,000 shares of
the Company's Common Stock at $.47 per share. This
transaction was reported on Mr. Marden's Form 4 for
June 2001.
(v) On July 12, 2001, Mr. Marden purchased 40,000 shares
for $140,000 in a private transaction. This
transaction was reported on Mr. Marden's Form 4 for
July 2001.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits
None
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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.
Date: September 28, 2001
/s/ Bernard A. Marden
-----------------------------------------
(Signature)
Bernard A. Marden
-----------------------------------------
(Name)
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