-----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, HHHfluFwnZuhU4EELe01pfMo3aZh/bTrLGW9YoqsM77gCoo0/aUy3jN5QlKOf3Zl jTKwCbsbftgmdXN0OhGYyg== 0001047469-99-024643.txt : 19990621 0001047469-99-024643.hdr.sgml : 19990621 ACCESSION NUMBER: 0001047469-99-024643 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990618 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: SEC FILE NUMBER: 005-06963 FILM NUMBER: 99648752 BUSINESS ADDRESS: STREET 1: 100 CESNTURY BLVD STREET 2: 19146 LYONS ROAD CITY: WEST PALM BEACH STATE: FL ZIP: 33417 BUSINESS PHONE: 4078293500 MAIL ADDRESS: STREET 1: 100 CENTURY BOULEVARD CITY: WEST PALM BEACH STATE: FL ZIP: 3333417 FORMER COMPANY: FORMER CONFORMED NAME: IMGE INC DATE OF NAME CHANGE: 19960627 FORMER COMPANY: FORMER CONFORMED NAME: IMNET INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNICATIONS & CABLE INC DATE OF NAME CHANGE: 19890413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SYKES W DAVID CENTRAL INDEX KEY: 0001040127 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10140 MESA RIM ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194539191 MAIL ADDRESS: STREET 1: 10140 MESA RIM RD CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 nSTOR Technologies, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 67018N108 --------------------------------------------- (CUSIP Number) ----------- W. David Sykes 10140 Mesa Rim Road San Diego, CA 92121 (619) 453-9696 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 8, 1999 ----------------------------------------------------------------- (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 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 ("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).
- --------------------------------------------- ------------------------------------------- CUSIP No. 67018N108 Page 2 of 5 Pages - --------------------------------------------- ------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) W. David Sykes - ----------------------------------------------------------------------------------------------------------------------------------- 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 ITEMS 2(d) or 2(e) / / - ----------------------------------------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER 1,706,466 NUMBER OF SHARES ---------------------------------------------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH ---------------------------------------------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 1,706,466 WITH ---------------------------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,466 - ----------------------------------------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - ----------------------------------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7% - ----------------------------------------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - -----------------------------------------------------------------------------------------------------------------------------------
SCHEDULE 13D FOR W. DAVID SYKES Item 1. SECURITY AND ISSUER. Securities: Common Stock (the "Common Stock") Issuer: nSTOR Technologies, Inc. ("nSTOR") 100 Century Blvd. West Palm Beach, FL 33417 Item 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed on behalf of W. David Sykes ("Mr. Sykes"). Mr. Sykes is a citizen of the United States. Mr. Sykes is president of Andataco, Inc., a California corporation and subsidiary of nSTOR. Andataco, Inc. designs, develops, manufactures, markets and supports high performance, high availability information storage solutions for the open systems markets in the Windows NT and UNIX environments. Mr. Sykes' business address, and the address of Andataco, Inc.'s principal office, is 10140 Mesa Rim Road, San Diego, CA 92121. During the last five years, Mr. Sykes has been neither convicted in a criminal proceeding nor been a party to a civil proceeding of a judicial or administrative body which resulted in Mr. Sykes being 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 violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On June 8, 1999, Mr. Sykes sold and assigned to nSTOR a promissory note of Andataco, Inc. in favor of Mr. Sykes and in the face amount of $5,196,000, in exchange for 4,654 shares of Series F Convertible Preferred Stock of nSTOR and warrants to purchase, at $3.30 per share, 155,133 shares of nSTOR common stock. Each share of the Series F Convertible Preferred Stock is immediately convertible into 333 1/3 shares of the common stock of nSTOR. The warrants are immediately exercisable. Item 4. PURPOSE OF TRANSACTION. Mr. Sykes acquired the nSTOR preferred stock in order to eliminate his debt investment in Andataco, Inc. and attain greater liquidity in his investment. Mr. Sykes intends to convert portions of the nSTOR preferred stock into nSTOR common stock and sell portions of such common stock within the next ten months. Mr. Sykes has entered into a letter agreement with Irwin Levy, Chairman of nSTOR. Under this letter agreement, Mr. Levy has the option, through September 30, 1999, to purchase, at $3.00 per share, up to $3,200,000 worth of nSTOR common stock owned by Mr. Sykes (at an agreed upon value of $3.00 per share), less any amounts received by Mr. Sykes as a result of public sales of such shares of common stock. In addition, Mr. Levy agreed to purchase from Mr. Sykes, at Mr. Sykes' option, during the period from February 1, 2000 through February 5, 2000, shares of nSTOR common stock owned by Mr. Sykes for a purchase price of $3.00 per share, provided, however, that Mr. Levy shall nor be obligated to purchase more than $3.2 million of nSTOR common stock owned by Mr. Sykes (at an agreed upon value of $3.00 per share), less any amounts received by Mr. Sykes as a result of public sales of such shares of common stock. Other than as noted above, Mr. Sykes currently has no plans or proposals which relate to, or may result in: (a) The acquisition of additional securities, or disposition of securities, of nSTOR; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving nSTOR or any of its subsidiaries; (c) The sale or transfer of a material amount of assets of nSTOR or any of its subsidiaries; (d) Any change in the present board of directors or management of nSTOR 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 nSTOR; (f) Any other material change in NSTOR's business or corporate structure; (g) Changes in nSTOR's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of nSTOR by any person; (h) Causing any class of securities of nSTOR 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 nSTOR becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any similar action to any of those enumerated above. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Mr. Sykes is the beneficial owner of 4,654 shares of nSTOR Series F Convertible Preferred Stock, each of which is immediately convertible into 333 1/3 shares of nSTOR common stock. Upon conversion of the preferred stock, Mr. Sykes will have sole power to vote and dispose of all of these 1,551,333 shares of nSTOR common stock. Mr. Sykes is also the beneficial owner of immediately exercisable warrants to purchase, at $3.30 per share, 155,133 shares of nSTOR common stock. Mr. Sykes is deemed to beneficially own 7% of the nSTOR common stock outstanding. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER. Mr. Sykes has entered into a letter agreement with Irwin Levy, Chairman of nSTOR Technologies, Inc., dated June 8, 1999, which letter agreement is described in Item 4 of this Schedule 13D. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1: Letter agreement dated June 8, 1999 between W. David Sykes and Irwin Levy. SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, W. David Sykes certifies that the information set forth in this statement is true, complete and correct. Date: June 18, 1999 /s/ W. David Sykes ---------------------------------------- W. David Sykes EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 Irwin Levy c/o nSTOR Technologies, Inc. 100 Century Boulevard West Palm Beach, FL 33417 June 8, 1999 W. David Sykes 2016 Oceanfront Del Mar, CA 92014 Re: OPTIONS REGARDING COMMON STOCK OF NSTOR TECHNOLOGIES, INC. Dear David, In consideration of $10.00, the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, I hereby agree with you as follows: You represent that from the date of this letter through January 30, 2000, you intend to sell shares of common stock of nSTOR Technologies, Inc., a Delaware corporation (the "Company"), on the public market at a price of $2.50 or more per share (the "Public Sales"). At any time from the date of this letter agreement through September 30, 1999, I may deliver to you a written notice of my intent to purchase from you, at $3.00 per share, that number of shares (the "Call Shares") of common stock of the Company with a value (at $3.00 per share) equal to $3,200,000 less any amounts received by you from the Public Sales. Within ten (10) days of such notice, I will deliver to you payment for the Call Shares by delivery of a personal check. Upon receipt of payment for the Call Shares, you will deliver to me the stock certificate(s) representing the Call Shares, fully endorsed for transfer to me. At any time from February 1, 2000 through February 5, 2000, you may deliver to me a written notice of the number of shares (the "Put Shares") of common stock of the Company you will sell to me. Within ten (10) days of such notice, I will purchase the Put Shares from you, at $3.00 per share, by delivery to you of a personal check; provided, however, that under no circumstances will I be obligated to purchase from you an amount of Put Shares with a value (at $3.00 per share) greater than $3,200,000 less any amounts received by you from the Public Sales. Upon receipt of payment for the Put Shares, you will deliver to me the stock certificate(s) representing the Put Shares, fully endorsed for transfer to me. This letter agreement shall be binding upon and inure to the benefit of our respective successors and permissible assigns, except that I shall not delegate, assign or otherwise dispose of my duties under this Agreement without your prior written consent. Any communication between us under this letter agreement shall be to the respective addresses first set forth above and shall be deemed given upon the earlier of deposit in the United States mail, postage fully prepaid, or actual receipt. This letter agreement is the entire statement of the terms of the agreement between us with respect to the matters set forth herein and shall be governed by the laws of California, without regard to its conflict of laws principles. Sincerely, /s/ Irwin Levy Irwin Levy ACKNOWLEDGED AND AGREED: /s/ W. David Sykes - ------------------------------ W. David Sykes -----END PRIVACY-ENHANCED MESSAGE-----