ALL>>>>>
We now have the info on Amber!
The Form 13D is now available and what a read it is:
sec.gov
Amber is a Cayman Island corporation. With an office in Dublin Ireland.
The sole director of Amber is Lismore Management Ltd, a British Virgin
Islands company.
The directors of Lismore are Peter Anderson and John Benbow.
Benbow and Anderson are partners in Benbow Anderson & Co., an
accounting firm with a principal business address on the Grand Cayman
Island.
Benbow and Anderson are citizens of the U.K. and permanent residents
of the Cayman Islands.
***************************************************************
<big> <big>You all are going to love this next part. Remember my post
from a week or two ago? </big></big>
Pursuant to the Securities Purchase Agreement, the Company agreed to
hold its 1998 annual meeting of stockholders no later than July 9,
1998 and to hold a special meeting of stockholders by November 30,
1997 (unless the proxy statement relating to such meeting is reviewed
by the Securities and Exchange Commission, in which case the length
of time of such review shall be added to the above date) and to
propose at such special meeting and every special or annual meeting
thereafter until adopted, an amendment (the "Amendment") to the
Certificate of Incorporation of the Company, raising the number of
authorized shares of Common Stock to at least the number of shares of
Common Stock issuable upon conversion of the Series D Shares. In
addition, the Amendment will permit holders of not less than 25% of
the outstanding voting power of the Company to call a special meeting
of stockholders. The Company agreed that it would not submit any other
proposals for stockholder approval until the Amendment is approved,
unless upon the advice of counsel the Company determines that it is
obligated to do so under the Company's charter documents, by law or
judicial order, or in order to discharge its fiduciary obligations.
The Company agreed that it would not issue any additional equity
securities or securities exercisable to purchase or convertible into
or exchangeable for equity securities until the Amendment is
approved, other than the securities reserved for issuance pursuant to
the Securities Purchase Agreement. The Company further agreed that
any additional equity securities issued after approval of the
Amendment which have a liquidation preference senior to the Series D
Preferred Shares shall be subject to a right of first refusal in favor
of the Buyers.
The Reporting Person and holders (the "Key Stockholders") of an
aggregate of 30,000,016 shares of Common Stock of the Company entered
into a Stockholders Agreement, dated September 25, 1997, pursuant to
which the Key Stockholders agreed to vote their shares of Common
Stock in favor of the Amendment at any and all meetings of
stockholders of the Company until such Amendment is adopted or
September 25, 2018, if earlier. In addition, the Key Stockholders
gave their proxy to a designee of the Reporting Person in order to
vote in favor of the Amendment. The Reporting Person disclaims the
existence of a group with the Key Stockholders.
************************************************************
And our new investor has been a busy little trader in the common stock
of JTS on the AMEX. Buying low and selling high, sometimes on the
same day:
Since July 28, 1997, the Reporting Person has disposed of 1,992,300
shares of Common Stock in transactions on the American Stock Exchange
as follows:
Date Shares Sale Price Per Share
---- ------ --------------------
8/19/97 1,000 $0.7500
8/20/97 113,300 0.7500
8/21/97 4,500 0.7500
8/22/97 4,000 0.7500
8/27/97 36,000 0.7500
8/27/97 50,000 0.8125
8/27/97 69,500 0.8750
8/28/97 7,000 0.8750
8/29/97 17,000 0.8750
9/04/97 18,500 0.7500
9/05/97 100,000 0.7500
9/09/97 25,000 0.7500
9/11/97 16,500 0.6875
9/16/97 1,477,000 0.6250
9/16/97 24,000 0.6875
9/17/97 8,000 0.6875
9/25/97 21,000 0.6250
Since July 28, 1997 the Reporting Person has acquired 12,956,600
shares of Common Stock in transactions on the American Stock Exchange
as follows:
Date Shares Purchase Price Per Share
---- ------ ------------------------
8/01/97 1,600,000 $0.6250
8/04/97 1,750,000 0.6250
8/05/97 1,000,000 0.6250
8/07/97 13,000 0.8125
8/11/97 7,600 0.6875
8/11/97 5,000 0.7500
8/13/97 6,000 0.6875
8/14/97 13,000 0.6875
8/14/97 8,000 0.7500
8/15/97 1,650,000 0.6875
8/18/97 2,000 0.6875
8/20/97 3,406,000 0.6875
8/21/97 3,306,200 0.6875
8/21/97 25,000 0.6250
8/22/97 25,000 0.6250
8/25/97 4,300 0.6250
8/26/97 3,000 0.6250
8/27/97 1,000 0.6875
9/04/97 51,000 0.6875
9/05/97 6,000 0.6875
9/08/97 20,500 0.6875
9/09/97 8,000 0.6875
9/11/97 46,000 0.6250
Since July 28, 1997 the Reporting Person has acquired an aggregate of
$80,000 principal amount of the 5.25% convertible subordinated
debentures of the Company due April 29, 2002 in transactions on the
American Stock Exchange as follows:
Date Amount of Debenture Purchase Price
---- ------------------- --------------
9/11/97 $50,000 $16,750
9/16/97 $10,000 3,013
9/16/97 $20,000 3,063
The debentures, at the option of the Reporting Person, are convertible
into Common Stock at a conversion rate of $16.3125 per share.
**************************************************************
Here is how the deal breaks out:
<small>
EXHIBIT A
SCHEDULE OF INVESTORS
Number of
Series D
Preferred
Investor Name & Address Investment Shares
- ----------------------- ---------- ------
Amber Arbitrage $20,000,750 22,858
c/o Custom House Fund
Management Limited
31 Kildare Street
Dublin 2, Ireland
cc: Tenzer Greenblatt LLP
Attn: Robert Mittman, Esq
405 Lexington Avenue
New York, NY 10174-0208
Jack Tramiel $ 3,000,375 3,429
18331 Lexington Drive
Monte Sereno, CA 95030
David T. Mitchell $ 200,375 229
JTS Corporation
166 Baypointe Parkway
San Jose, CA 95134
Sirjang L. Tandon $ 2,000,250 2,286
Tandon Associates
2125-B Madera Road
Simi Valley, CA 93065
------------------------------
TOTAL $25,201,750 28,802
</small> |
