-----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, T9gB2LCXOplluDQdOqA6DrePqItvUMVjydtewtudZtdKIJGcXD1HcGET4FElbVDe 6vBOyJNJZJqCkctmC14X7g== 0000075448-03-000010.txt : 20030415 0000075448-03-000010.hdr.sgml : 20030415 20030415115527 ACCESSION NUMBER: 0000075448-03-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030328 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030415 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12895 FILM NUMBER: 03649893 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 8-K 1 form8k.txt FORM 8-K FILED APRIL 15,2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 15, 2003 Date of Filing of Form 8-K March 28, 2003 Date of Report (Date of earliest event reported) nSTOR TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 000-08354 95-2094565 - ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 6190 Corte Del Cedro CARLSBAD, CALIFORNIA, 92009 (Address of principal executive offices) (760) 683-2500 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) 2 Item 5. Other Events On April 14, 2003, we announced the passing of Maurice A. Halperin, the chairman of our Board of Directors, and the election by the board of H. Irwin Levy, our Chief Executive Officer, one of our principal shareholders and former Chairman of the Board, to serve as its Chairman. Pursuant to an agreement we reached with Halco Investors, L.C. ("Halco"), our largest shareholder, effective March 28, 2003 (the "Conversion Date"), Halco, an entity formerly controlled by Mr. Halperin, converted its $3.1 million note, plus approximately $200,000 of accrued interest, into 11,015,048 shares of our common stock, based on a conversion price of $.30 per share. The closing market price of our common stock on March 27, 2003, the day immediately prior to the Conversion Date, was $.27 per share. In addition, effective April 1, 2003, we reached an agreement with Mr. Levy under which, at our request, Mr. Levy will convert or cause to be converted certain debt which we owe to Mr. Levy or entities controlled by Mr. Levy into shares of our capital stock (the "Conversion"). The amount of debt which Mr. Levy has agreed to convert will consist of the amount required to cause our net worth to be at least $6 million in order to satisfy the continued listing requirements of the American Stock Exchange. If deemed necessary, the Conversion will occur effective June 27, 2003 based on a conversion price equal to 85% of the average of the high and low trading prices on the three trading dates immediately prior to June 27, 2003. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release dated April 14, 2003 99.2 Press Release dated April 1, 2003 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. nSTOR TECHNOLOGIES, INC. By: /s/ Jack Jaiven -------------------------------- Name: Jack Jaiven Title: Vice President and Treasurer Date: April 15, 2003 EX-99 3 exhibit99-1.txt EXHIBIT 99.1 - PRESS REL 4/14/03 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: H. Irwin Levy nStor Technologies, Inc. Tel: 561-640-3100 nStor Announces the Passing of Its Chairman nStor Takes a Moment of Silence to Remember Maurice Halperin Carlsbad, CA - April 14, 2003 - nStor Technologies, Inc. (AMEX: NSO) regretfully announces the untimely passing of Maurice Halperin, Chairman of its Board of Directors. H. Irwin Levy, the Company's Chief Executive Officer, expressed his personal regrets over the loss of a long-time business associate of nStor. He stated that "Mr. Halperin's advice has been invaluable in supporting the Company over the years and he will be missed by our board and management from both a personal and business perspective." Mr. Halperin was 82 years old. The Company also announced that the Board of Directors has elected Mr. Levy, the former Chairman of the Board, to serve as its Chairman. About nStor Headquartered in Carlsbad, California, nStor Corporation, Inc., a wholly owned subsidiary of nStor Technologies, Inc. (AMEX: NSO), designs, develops and manufactures external data storage solutions, including high density storage enclosures, storage management software and its recently announced Wahoo controller technology. The Company's product lines support a variety of operating systems including Windows NT, Windows 2000, UNIX, Macintosh and Linux. Designed for storage intensive environments and mission-critical applications, the Company's products are offered in various architectures including Fibre Channel, Fibre-to-SCSI and SCSI. nStor markets its products through a direct sales force and a global network of reseller and OEM partners. Additional information can be found by visiting nStor's web site at www.nstor.com. This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimated," "project," "expect," "anticipate," or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the Company's inability to increase sales to current customers and to expand its customer base, continued acceptance of the Company's products in the marketplace, the Company's inability to improve the gross margin on its products, competitive factors, dependence upon third-party vendors, outcome of litigation, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. nStor and StorView are registered trademarks of nStor Technologies, Inc. ### EX-99 4 exhibit99-2.txt EXHIBIT 99.2 - PRESS REL 4/1/03 EXHIBIT 99.2 FOR IMMEDIATE RELEASE Contact: Jack Jaiven, Vice President/Treasurer nStor Technologies, Inc. Tel 561.640.3105 E-mail: jack@cenrec.com nStor's Largest Shareholders Agree to Convert Debt to Equity Carlsbad, CA - April 1, 2003 -- nStor Technologies, Inc. (AMEX: NSO) has reached an agreement with its two largest shareholders to convert Company debt, held or controlled by them, into shares of nStor common stock. Thomas Gruber, nStor's Acting President and Chief Financial Officer, stated that "privately held Halco Investments, L.C., controlled by Maurice Halperin, Chairman of our Board of Directors, has agreed to immediately convert its $3.1 million note, plus $200,000 of accrued interest, into 11,015,048 shares of nStor common stock, based on a conversion price of $.30 per share. As our largest shareholder, Halco recognized the importance of improving our net worth at a time when several large international companies have chosen nStor's new storage solutions." The Company also announced that H. Irwin Levy, its Vice Chairman and Chief Executive Officer, has committed that by June 30, 2003, at the request of nStor, he will convert sufficient debt owed by nStor to entities controlled by Mr. Levy into shares of nStor common stock, to cause the Company's net worth to be at least $6 million. "Mr. Levy's commitment and Halco's debt conversion will strengthen our financial position and satisfy the continued listing requirement of the American Stock Exchange," Mr. Gruber added. About nStor Headquartered in Carlsbad, California, nStor Technologies, Inc. operates in two business segments: nStor Corporation, Inc. designs, develops and manufactures external data storage solutions, including high density storage enclosures, storage management software and its recently announced Wahoo controller technology. The Company's product lines support a variety of operating systems including Windows NT, Windows 2000, Unix, Macintosh and Linux. Designed for storage intensive environments and mission-critical applications, the Company's products are offered in various architectures including Fibre Channel, Fibre-to-SCSI and SCSI. nStor markets its products through a direct sales force and a global network of reseller and OEM partners. Additional information can be found by visiting nStor's web site at www.nstor.com. Stonehouse Technologies, Inc. is a provider of telecommunication software and services that help large enterprises manage their communications expenses, assets and processes. These solutions include a suite of modular applications and consulting services, which allow enterprises to manage voice, data and wireless services by providing a systematic approach to automate order processing, monitor expenses, manage vendor invoices, track asset inventory and allocate costs. Additional information can be found by visiting Stonehouse's web site at www.stonehouse.com. This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe", "estimated", "project", "expect", "anticipate", or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the Company's inability to increase sales to current customers and to expand its customer base, continued acceptance of the Company's products in the marketplace, the Company's inability to improve the gross margin on its products, competitive factors, dependence upon third-party vendors, outcome of litigation, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. nStor is a registered trademark of nStor Technologies, Inc. -----END PRIVACY-ENHANCED MESSAGE-----