Attached files
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| EX-99.1 - ZCO LIQUIDATING Corp | v185058_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
11, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As
previously reported in the Current Report on Form 8-K filed by OCZ Technology
Group, Inc. (the “Company”) with the Securities and Exchange Commission, Mr.
Sunit Saxena had resigned as a member of the Company’s Board of Directors (the
“Board”) and as chairman of its Audit Committee effective as of May 6,
2010. The Company notified The Nasdaq Stock Market (“Nasdaq”) of Mr.
Saxena’s resignation on the same date that the Company received the resignation
notice.
As
expected, on May 11, 2010, the Company received a letter from Nasdaq, indicating
that, as a result of Mr. Saxena’s resignation, the Company no longer complies
with Nasdaq Listing Rule 5605, which requires that the Board be comprised of a
majority of independent directors and that the Audit Committee be comprised of
at least three independent directors. The Company currently has four
directors, of whom two qualify as independent directors. The Company
intends to comply with Nasdaq’s Board and audit committee requirements as set
forth in Rule 5605 within the cure period provided by Nasdaq.
Pursuant
to Rules 5605(b)(1) and 5605(c)(4)(A), the Company has been provided with a cure
period in order to regain compliance as follows:
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·
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Until
the earlier of the Company’s next annual stockholders’ meeting or May 6,
2011; or
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·
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If
the next annual stockholders’ meeting is held before November 2, 2010,
then the Company must evidence compliance no later than November 2,
2010.
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The
Company must submit to Nasdaq documentation, including biographies of any new
directors, evidencing compliance with the Rule no later than this
date. The Company intends to comply with Nasdaq’s Board and audit
committee requirements as set forth in the Rule within the cure period provided
by Nasdaq and will evidence such compliance to Nasdaq no later than this
date.
Statements
herein relating to future performance, conditions or strategies and other
business matters, including expectations regarding the timing of curing the
non-compliance with Nasdaq Listing Rule 5605 are forward-looking statements
within the meaning of the Private Securities Litigation Reform
Act. The Company cautions that these forward-looking statements are
subject to numerous assumptions, risks and uncertainties, which change over
time. Factors that may cause actual results to differ materially from
the results discussed in the forward-looking statements or historical experience
include risks and uncertainties, including the Company’s ability to attract
qualified individuals to serve on its Board, the cash and equity compensation
such individuals might require to serve on the Board, and the timing of such
elections. Further information on the factors and risks that could
affect the Company’s business, financial conditions and results of operations,
is contained in the Company’s filings with the U.S. Securities and Exchange
Commission, which are available at www.sec.gov. These forward-looking
statements speak only as of the date of this Current Report on Form
8-K.
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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Nasdaq
notification letter, dated May 11,
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
14, 2010
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OCZ
TECHNOLOGY GROUP, INC.
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By
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/s/
Kerry T. Smith
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Kerry
T. Smith
Chief
Financial Officer
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