Attached files
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| EX-99.1 - ZCO LIQUIDATING Corp | v184421_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
May
6, 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 May 6, 2010, Sunit Saxena, Chairman of the Audit
Committee of the Board of Directors (the “Board”) of OCZ Technology Group, Inc.
(“OCZ”) since he joined the Board on March
23, 2010, tendered his resignation. Mr. Saxena resigned solely because Mr.
Saxena and OCZ disagreed about the interpretation of prior discussions regarding
the level of Mr. Saxena’s compensation for his service to the
Board. Mr. Saxena has explicitly stated to OCZ that he
has not reviewed any of the following: OCZ’s internal controls, accounting
policies, procedures, practice, other accounting issues or audit findings.OCZ does not expect that this will have
any effect on the timing of disclosure of its financial statements for the year
ended February 28, 2010. Two other independent directors appointed
concurrently with Mr. Saxena, Adam Epstein and Richard Hunter, remain on both
the audit committee and the Board. Ryan Petersen, OCZ’s
President & Chief Executive Officer, and Kerry Smith, OCZ’s Chief
Financial Officer also remain member of the Board.
Mr.
Saxena’s resignation means that OCZ currently has neither a majority of
independent Board members nor three independent Board members on the audit
committee as required by NASDAQ’s corporate governance
requirements. This may trigger a deficiency letter from NASDAQ
informing OCZ that it needs to appoint a new independent Board member to both
the Board and the audit committee within the time period prescribed by NASDAQ’s
rules or face delisting. OCZ intends to appoint a successor to Mr.
Saxena to both the Board and audit committee within the time frame required by
the NASDAQ rules and thereby remain listed on NASDAQ.
Mr.
Saxena’s resignation notice is being filed with this Current Report as Exhibit
99.1. OCZ has provided Mr. Saxena a copy of this disclosure it is
making in response to this Item 5.02 no later than the date of filing of this
Current Report with the Securities and Exchange Commission
(“SEC”). OCZ will provide Mr. Saxena with the opportunity to furnish
OCZ as promptly as possible with a letter addressed to OCZ stating whether he
agrees with the statement made by OCZ in response to this Item 5.02 and, if not,
stating the respects in which he does not agree. OCZ will file any
letter received from Mr. Saxena with the SEC as an exhibit by amendment to this
Current Report within two business days after receipt by OCZ.
Item 9.01
Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
Number
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Description
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99.1
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Notice
of resignation by Mr. Sunit Saxena, dated May 6,
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: May
10, 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
& CEO
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