1 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 1. 2 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 2. 3 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 --------------------------------- W. Virginia Walker Executive Vice President, Finance and Administration, Chief Financial Officer and Secretary 3. 4 INDEX TO EXHIBITS PAGE NUMBER IN SEQUENTIALLY EXHIBIT NO. DESCRIPTION NUMBERED VERSION ----------- ----------- ---------------- 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. 4.
1 EXHIBIT 2.2 FOR IMMEDIATE RELEASE Contact: W. Virginia Walker, Chief Financial Officer (408) 468-1800 JTS CORPORATION AND ATARI CORPORATION ANNOUNCE STOCKHOLDER APPROVAL AND CLOSING OF MERGER JTS Corporation (ASE:JTS) and Atari Corporation (formerly American Stock Exchange: ATC) announced today that they each received stockholder approval of their proposal to merge the two companies. JTS and Atari have filed Certificates of Merger with authorities in Delaware and Nevada and the merger closed today. JTS Corporation will be the surviving entity in the merger, and the combined organization will be based in San Jose, California. The JTS Common Stock will commence trading on the American Stock Exchange under the symbol "JTS" on July 31, 1996. The Atari Common Stock was delisted from the American Stock Exchange following trading on July 30, 1996. Upon closing of the merger, each outstanding share of Atari Common Stock was exchanged for one share of JTS Common Stock. JTS exchanged approximately 63,850,000 shares of its Common Stock for all of the outstanding stock of Atari and JTS has 103,415,517 shares outstanding following the merger. The merger is intended to qualify as a tax-free reorganization for Federal Income Tax purposes. "This merger is another step toward our goal of becoming a leading international supplier of hard disk drives in the rapidly growing hard disk drive market," said David T. Mitchell, Chief Executive Officer and President of JTS. JTS designs, develops, manufacturers and markets hard disk drives for use in notebook computers and desktop personal computers. The Company recently introduced its new 3-inch Nordic product for notebook computers. "We are pleased to be a part of JTS Corporation, the disk drive market is growing rapidly and we continue to be excited about the prospects of the 3-inch Nordic disk drive," said Jack Tramiel, former Chairman of Atari. JTS is headquartered in San Jose, California and has its disk drive manufacturing facility in Madras, India. JTS' Atari Division licenses and markets software in the multi-platform, multimedia market. JTS employs 4300 people worldwide. 5
1 EXHIBIT 23.1 CONSENT OF ARTHUR ANDERSEN LLP As independent public accountants, we hereby consent to the incorporation by reference in this Form 8-K of our report dated April 4, 1996, included in Registration Statement File No. 333-06643. It should be noted that we have not audited any financial statements of the company subsequent to January 28, 1996, or performed any audit procedures subsequent to the date of our report. /s/ Arthur Andersen LLP Arthur Andersen LLP August 14, 1996 6
1 EXHIBIT 23.2 CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Current Report of JTS Corporation on Form 8-K of our report dated March 1, 1996 (April 8, 1996 as to Note 16) relating to the financial statements of Atari Corporation for the year ended December 31, 1995 appearing in Registration Statement No. 333-06643 of JTS Corporation. /s/ DELOITTE & TOUCHE LLP San Jose, California August 14, 1996 7