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SECURITIES EXCHANGE AND COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 1996
JTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-21085 77-0364572
(Commission File No.) (IRS Employer Identification No.)
166 BAYPOINTE PARKWAY
SAN JOSE, CA 95134
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 468-1800
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Total number of pages: 7
Index to Exhibits at page: 4
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 30, 1996, JTS Corporation (the "Registrant" or "JTS") completed
the acquisition of Atari Corporation, a Nevada corporation ("Atari"). Atari was
acquired pursuant to an Amended and Restated Agreement and Plan of
Reorganization dated as of April 8, 1996 (the "Merger Agreement"), between the
Registrant and Atari, pursuant to which Atari was merged with and into the
Registrant ("the Merger"). Upon the closing of the Merger, approximately
63,850,000 shares of the Registrant's Common Stock were issued to the former
shareholders of Atari and 3,148,339 shares of Common Stock of the Registrant
were reserved for issuance upon the exercise of Atari options assumed by the
Registrant. The exchange ratio under the Merger Agreement was one share of JTS
Common Stock for each share of Atari Common Stock.
The Merger is intended to be accounted for as an acquisition of the
Registrant by Atari. JTS designs, develops, manufactures and markets hard disk
drives for use in notebook computers and desktop personal computers. The
Registrant intends to continue to use the assets of Atari acquired in the Merger
to conduct such business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
a. FINANCIAL STATEMENTS OF ATARI, JTS AND MODULER ELECTRONICS
Incorporated herein by reference to pages F-2--F-54 of the Registrant's
Registration Statement on Form S-4, File No. 333-06643.
b. PRO FORMA FINANCIAL INFORMATION
Incorporated herein by reference to pages 63-68 of the Registrant's
Registration Statement on Form S-4, File No. 333-06643.
c. EXHIBITS
2.1 Amended and Restated Agreement and Plan of
Reorganization dated as of April 8, 1996 between JTS
Corporation and Atari Corporation.
2.2 Press Release dated July 30, 1996.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JTS CORPORATION
Dated: August 14, 1996 By: /s/ W. Virginia Walker
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W. Virginia Walker
Executive Vice President, Finance
and Administration,
Chief Financial Officer and
Secretary
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INDEX TO EXHIBITS
PAGE NUMBER IN
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED VERSION
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2.1 Amended and Restated Agreement *
and Plan of Reorganization dated
as of April 8, 1996 between JTS
Corporation and Atari Corporation.
2.2 Press Release dated July 30, 1996. 5
23.1 Consent of Arthur Andersen LLP 6
23.2 Consent of Deloitte & Touche LLP 7
* Incorporated herein by reference to the Registrant's Registration Statement
on Form S-4, File No. 333-06643.
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