Attached files
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| EX-99.1 - ZCO LIQUIDATING Corp | v178952_ex99-1.htm |
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
March
23, 2010
Date
of earliest event reported
OCZ
TECHNOLOGY GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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000-53633
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04-3651093
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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6373
San Ignacio Avenue, San Jose, California 95119
(Address
of Principal Executive Offices)
(408)
733-8400
Registrant’s
Telephone Number, Including Area Code
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
23, 2010, holders of a majority of the outstanding stock of OCZ Technology
Group, Inc. ( “OCZ”), by
written consent, elected to OCZ’s Board of Directors (the “Board”)
Messrs. Adam Epstein, Richard L. “Dick” Hunter and Sunit Saxena, all of whom
have been determined to be independent directors. Messrs. Epstein, Hunter
and Saxena will serve as a Class I director, Class II director and Class III
director, respectively, effective as of March 23, 2010. All three new
directors will serve on OCZ’s Audit Committee, of which Mr. Saxena will serve as
Chairman. In addition, each of Messrs. Epstein and Hunter will serve on
OCZ’s Remuneration and Nominating and Governance Committees.
Mr. Epstein, age 44, is the founding
principal of Third Creek Advisors, LLC, which provides corporate finance advice
to management and directors of small companies. He has been with that firm
since January 2010. From 2003 to 2009, Mr. Epstein was a principal at
Enable Capital Management, LLC, an investment firm that provides growth
financing to publicly-traded companies and which he co-founded. Mr. Epstein
previously held managerial roles with Surge Components, Inc., MailEncrypt, Inc.,
Tickets.com, Inc., and Achilles' Wheels, Inc. Mr. Epstein started his career as
an attorney at the law firm of Brobeck, Phleger & Harrison. He received a
bachelor’s degree, cum laude, from Vassar College, and a J.D. from Boston
University.
Mr. Hunter, age 57, since 2008 has been
a partner with Daylight Partners, a venture capital firm. From 1998 to
2008, Mr. Hunter was with Dell, Inc., a computer manufacturer and services
company, where he most recently served as Vice President of Consumer Technical
Support and Customer Service and was responsible for managing over 14,000
customer service agents. For seven years, Mr. Hunter led Dell’s Americas
manufacturing operations. Mr. Hunter previously served in managerial roles
with Matco Electronics, Texas Instruments, Incorporated, Ericcson/General
Electric, Ryan Homes, Exide Electronics and General Electric Company. He
currently serves on the boards of several privately held companies. Mr.
Hunter received a bachelor’s degree in mechanical engineering from Georgia
Tech.
Mr. Saxena, age 51, in 2002 co-founded
Altierre Corporation, a privately-held provider of wireless solutions for large
retail chains, including sensors, digital display tags and signage, and has
served since then as its President and Chief Executive Officer. He
previously held managerial roles in several companies, including Alliance
Semiconductor Corporation and Sandcraft, Inc. Mr. Saxena holds a master’s degree
in computer engineering from Syracuse University and a master’s degree in solid
state physics from the Indian Institute of Technology in Delhi,
India.
OCZ’s compensation for Board service
for the new directors will be as follows: $5,000 as a quarterly stipend; $1,000
per meeting of the Board if he attends in person; $500 per meeting of the Board
if he attends via telephone; $5,000 annually if he serves on the Audit
Committee; $2,500 annually for each of the Board committee; and $7,500 annually
for being a chair of any of the Board committees. In addition, each of the
new directors will receive options to purchase up to 110,000 shares of common
stock at an exercise price to be valued at fair market value as determined by
the Board at the meeting immediately following the appointment. The options
will vest ratably monthly over a thirty-six month period.
Item
8.01 Other Events
On March
29, 2010, OCZ issued a press release announcing the appointment of the new
directors to the Board, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference herein as furnished
but not filed.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press
release of OCZ Technology Group, Inc. issued March 29,
2010.
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SIGNATURES
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 hereunto
duly authorized.
Date: March
29, 2010
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OCZ
TECHNOLOGY GROUP, INC.
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By:
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/s/
Ryan M. Petersen
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Ryan
M. Petersen
President
&
Chief
Executive Officer
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