Attached files
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EX-5.1 - ZCO LIQUIDATING Corp | v209184_ex5-1.htm |
EX-23.1 - ZCO LIQUIDATING Corp | v209184_ex23-1.htm |
EX-23.2 - ZCO LIQUIDATING Corp | v209184_ex23-2.htm |
United
States
Securities
And Exchange Commission
Washington,
D.C. 20549
Form
S-1
Registration
Statement Under The Securities Act Of 1933
OCZ
Technology Group, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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3572
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04-3651093
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(State or other jurisdiction
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(Primary
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(I.R.S.
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||
of
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Standard
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Employer
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||
incorporation
or
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Industrial
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Identification
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||
organization)
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Classification
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No.)
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Code
number)
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6373
San Ignacio Avenue
San
Jose, California 95119
(408)
733-8400
(Address,
including zip code, and telephone number, including area code, of Registrant’s
principal executive offices)
Ryan
M. Petersen
President
and Chief Executive Officer
OCZ
Technology Group, Inc.
6373
San Ignacio Avenue
San
Jose, California 95119
(408)
733-8400
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies
to:
Arthur
F. Knapp, Jr.
Chief
Financial Officer
OCZ
Technology Group, Inc.
6373
San Ignacio Avenue
San
Jose, California 95119
(408)
733-8400
and
Philip
J. Niehoff, Esq.
Mayer
Brown LLP
71
S. Wacker Drive
Chicago,
Illinois, 60606
(312)
701-7843
Approximate
date of commencement of proposed sale to the public:
From time
to time after the Registration Statement becomes effective.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act, check the
following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement number for the
same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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(Do not
check if smaller reporting company)
Calculation
Of Registration Fee
Title of Each Class of Securities to be
Registered
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Amount to be
Registered
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Proposed
Maximum
Offering Price
Per Unit
|
Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration
Fee
|
||||||||||||
Common
stock to be offered for resale by the Selling Stockholders, $0.0025 par
value
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4,640,525(1)
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$7.86(2)
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$36,474,526.50
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$4,234.69
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|||||||||||
Common
stock acquirable upon the exercise of warrants by Selling
Stockholders
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52,000(3)
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$5.00
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$260,000.00
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$30.19
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||||||||||||
Total
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4,692,525
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$36,734,526.50
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$4,264.88
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(1)
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Consisting
of shares of common stock issued to the Selling Stockholders
hereunder.
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(2)
|
Estimated
solely for the purposes of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act of 1933, as amended, (the “Securities
Act”) based upon the average of the high and low sales price of the
common stock on January 26, 2011, as reported on The NASDAQ Capital
Market, which was $7.86 per share.
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(3)
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Consisting
of up to (i) 25,000 shares of common stock issuable upon the exercise of
warrants, which are immediately exercisable with respect to the vested
warrant shares at an exercise price of $4.03 per share and which will
expire on May 12, 2012; (ii) 2,000 shares of common stock issuable upon
the exercise of warrants, which are immediately exercisable at an exercise
price of $4.03 per share and which will expire on November 12,
2011; and (iii) 25,000 shares of common stock issuable upon the
exercise of warrants, which are immediately exercisable at an exercise
price of $5 per share and which will expire on January 7,
2012. Estimated pursuant to Rule 457(g) under the Securities
Act solely for the purposes of calculating the registration
fee.
|
The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
Prospectus
The
information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission (“SEC”) is
effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
Subject
to Completion, dated January 28, 2011
OCZ
Technology Group, Inc.
4,640,525
Shares of Common Stock
52,000
Shares of Common Stock issuable upon the exercise of outstanding
Warrants
This
prospectus relates to the resale by selling stockholders identified in the
section entitled “Selling
Stockholders” on page 12 of up to an aggregate of 4,692,525 shares
of common stock, par value $0.0025 per share, of OCZ Technology Group, Inc.
(“OCZ”),
which consist of:
|
·
|
4,640,525
shares of Common Stock, and
|
|
·
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52,000
shares of Common Stock issuable upon the exercise of
outstanding Warrants
|
The
Selling Stockholders (which term as used herein includes their pledgees,
assignees, or other successors-in-interest) may offer and sell any of the shares
of common stock from time to time at fixed prices, at market prices or at
negotiated prices, and may engage a broker, dealer or underwriter to sell the
shares. For additional information on the possible methods of sale that
may be used by the Selling Stockholders, you should refer to the section
entitled “Plan of
Distribution” on page 17 of this prospectus. We will not
receive any proceeds from the sale of the shares of common stock by the Selling
Stockholders.
No
underwriter or other person has been engaged to facilitate the sale of shares of
our common stock in this offering. The Selling Stockholders may be
deemed underwriters of the shares of our common stock that they are
offering. We will bear all costs, expenses and fees in connection
with the registration of these shares. The Selling Stockholders will
bear all commissions and discounts, if any, attributable to their respective
sales of shares.
Our
common stock is currently listed on The NASDAQ Capital Market under the symbol
“OCZ”. On
January 26, 2011, the last reported sales price of our shares on The NASDAQ
Capital Market was $7.86 per share. You should rely only on the
information contained in this prospectus.
You should consider carefully the
risks that we have described in the section entitled “Risk
Factors” before deciding whether to invest in
our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful and complete. Any representation to the contrary is a criminal
offense.
This
prospectus is
dated ,
2011.
You should rely only on the
information contained in this prospectus. We have not authorized anyone to
provide you with information different from that contained in this
prospectus. The Selling Stockholders are offering to sell, and seeking
offers to buy, shares of our common stock only in jurisdictions where offers and
sales are permitted. The information in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of our common
stock.
3
Table
of Contents
Prospectus
Summary
|
5
|
|
Cautionary
Statements Regarding Forward Looking Statements
|
7
|
|
Use
of Proceeds
|
8
|
|
Market
Price Of and Dividends on Common Stock and Related Stock
Matters
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8
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Security
Ownership of Certain Beneficial Owners and Management
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10
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Selling
Stockholders
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12
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Plan
of Distribution
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17
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Legal
Matters
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18
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Experts
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18
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Material
Changes
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18
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Where
You Can Find More Information
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18
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Incorporation
of Certain Information by Reference
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19
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Signatures
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24
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Exhibit
Index
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25
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4
Prospectus
Summary
This
summary highlights selected information more fully described elsewhere in this
prospectus. You should read the following summary together with the entire
prospectus, including the more detailed information regarding us and the common
stock being sold in this offering and our financial statements and the related
notes appearing elsewhere in this prospectus. You should carefully
consider, among other things, the matters discussed in the section entitled
“Risk
Factors” before deciding to invest in our common stock. Unless
otherwise stated or the context requires otherwise, references in this
prospectus to “we,” “our” or “us” refer to OCZ Technology Group, Inc. and our
subsidiaries.
Overview
We are a
leading provider of high performance solid state drives (“SSDs”) and
memory modules for computing devices and systems.
Historically,
we primarily sold high performance memory modules to individual computing
enthusiasts through catalog and online retail channels. However, SSDs
have emerged as a strong market alternative to conventional disk drive
technology and are rooted in much of the same basic technological concepts as
our legacy memory module business. Today, as part of the strategy we
implemented in fiscal year 2009, our product mix is significantly more weighted
toward the sale of SSDs and the SSD product line has become central to our
business. In fact, in August 2010, we announced that we were
discontinuing certain commodity level DRAM module products. Then, on January 10,
2011 we announced that the remaining DRAM modules products would be discontinued
after our fiscal year ended February 28, 2011. As a result, our target
customers are increasingly enterprises and original equipment manufacturers
(OEMs”).
In
addition to our SSD and memory module product lines, we design, develop,
manufacture and sell other high performance components for computing devices and
systems, including thermal management solutions, AC/DC switching power supplies
(“PSUs”) and
computer gaming solutions. We offer our customers flexibility and
customization by providing a broad array of solutions which are interoperable
and can be configured alone or in combination to make computers run faster, more
reliably, efficiently and cost effectively. Through our diversified
and global distribution channel, we offer more than 450 products to 340
customers, including leading retailers, etailers, OEMs and computer
distributors.
Corporate
Information
We were
founded in 2002 and incorporated in Delaware in December 2004. We
have two subsidiaries, OCZ Canada, Inc., a Canadian corporation, and OCZ
Technology Ireland Limited, an Irish corporation.
Our principal executive offices are
located at 6373 San Ignacio Avenue, San Jose California, 95119, and our
telephone number is (408) 733-8400. Our website address is www.ocztechnology.com. The information on, or that can
be accessed through, our website is not part of this
prospectus.
The
Offering
Shares
outstanding prior to offering:
|
As
of December 30, 2010, we had 34,262,356 shares of our common stock issued
and outstanding.
|
|
Common
Stock offered for resale to the
public
by the Selling Stockholders:
|
Up
to 4,692,525 shares of our common stock, which consists
of:
· Up to 4,640,525 shares of common
stock, and
· Up to 52,000 shares of common
stock issuable upon the exercise of outstanding
warrants.
|
5
Use
of Proceeds:
|
Proceeds
from the sale of common stock covered by this prospectus will be received
by the Selling Stockholders. We will not receive any proceeds
from the sale of the shares of common stock covered by this
prospectus. We may receive proceeds from the exercise of the
warrants whose underlying shares of common stock are covered by this
prospectus.
|
|
The
NASDAQ Capital Market symbol for our common stock:
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“OCZ”
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|
Risk
Factors:
|
See
“Risk
Factors” and the other information included in this prospectus for
a discussion of risk factors you should carefully consider before deciding
to invest in our common stock.
|
6
Cautionary
Statement Regarding Forward-Looking Statements
Some of
the statements contained in this prospectus are forward-looking statements,
including, in particular, statements about our plans, strategies and prospects,
objectives, expectations, intentions, adequacy of resources, and industry
estimates. These statements identify prospective information and include
words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “projects” and similar expressions.
Forward-looking
statements are based on information available to us as of the date of this
prospectus. Current expectations, forecasts and assumptions involve a
number of risks, uncertainties and other factors that could cause actual results
to differ materially from those anticipated by these forward-looking statements.
We caution you therefore that you should not rely on any of these
forward-looking statements as statement of historical fact or as guarantees of
future performance. These forward-looking statements should not be relied
upon as representing our views as of any subsequent date, and we undertake no
obligation to update forward-looking statements to reflect events or
circumstances after the date they were made.
Factors
that could cause actual results to differ materially from those expressed or
implied by forward-looking statements include, but are not limited
to:
|
§
|
our ability to implement our
business strategy, including the expansion of our solid state drive
(“SSD”) product line through
distributors and direct
sales;
|
|
§
|
our ability to obtain additional
financing and continue to fund order fulfillment to match the demand for
our products;
|
|
§
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our limited operating history,
which is principally in products that are not our SSD product line, which
has emerged as our core
focus;
|
|
§
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unknown liabilities associated
with past and future
acquisitions;
|
|
§
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our ability to manage
growth;
|
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§
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significant competition amid with
technology that is rapidly
evolving;
|
|
§
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our ability to attract and retain
talented employees; and
|
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§
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other risks described under the
headings “Risk
Factors” and
“Management’s
Discussion and Analysis of Financial
Condition and Results of Operations.”
|
Market
data and industry statistics used throughout this prospectus are based on
independent industry publications and other publicly available
information. We believe these sources of information are reliable and
that the information fairly and reasonably characterizes our
industry. Although we take responsibility for compiling and
extracting the data, we have not independently verified this
information.
7
Use
Of Proceeds
We are
registering these shares pursuant to the registration rights granted to the
Selling Stockholders in connection with a registration rights agreement with the
Selling Stockholders. The Selling Stockholders will receive all of
the net proceeds from the sale of the shares of our common stock offered for
resale by them under this prospectus. We will not receive any proceeds
from the resale of shares of our common stock by the Selling Stockholders
covered by this prospectus; however, we will receive proceeds from cash payments
made in connection with the exercise of warrants held by Selling Stockholders
that are covered by this prospectus. We expect to use the proceeds
received from the exercise of the warrants, if any, for working capital and
general corporate purposes.
Market
Price Of And Dividends On Common Stock And Related Stockholder
Matters
Information
required by this section is incorporated herein by reference to Part II, Item 5
entitled “Market for
Registrant’s Common Equity. Related Stockholder matters and Issuer Purchases of
Equity Securities” of our Annual Report filed on Form 10-K with the
Securities and Exchange Commission (“SEC”) on
May 20, 2010 (“Annual
Report”).
The
following information is in addition to the information already set forth under
the corresponding captions identified below in Part II, Item 5 entitled “Market for
Registrant’s Common Equity. Related Stockholder matters and Issuer
Purchases of Equity Securities” of our Annual
Report.
From June
21, 2006 through April 1, 2009, our common stock was traded on the Alternative
Investment Market (“AIM”) of the London Stock
Exchange under the symbol “OCZ.” From April 2, 2009 to January 13, 2010,
our common stock was not publicly traded and we did not undertake any efforts to
determine whether transfers or trades occurred during this period of time and if
transfers or trades did occur, the price(s) at which such transfers or trades
occurred. On January 14, 2010 our common stock was listed on the
Over-the-Counter Bulletin Board (“OTCBB”), and was traded on the
OTCBB from February 10, 2010 to April 22, 2010. Since April 23, 2010, our
common stock has been quoted on The NASDAQ Capital Market. The
quotations below reflect the high and low bid prices for our common stock since
May 31, 2007 as reported on AIM, OTCBB and The NASDAQ Capital Market, as
applicable. The quotations below reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.
The
NASDAQ Capital Market
|
||||||||
High
|
Low
|
|||||||
2011:
|
||||||||
4th
Quarter (through January 26, 2011)
|
$ | 8.37 | $ | 3.81 | ||||
2010:
|
||||||||
3rd
Quarter (November 30, 2010)
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$ | 4.42 | $ | 1.79 | ||||
2nd
Quarter (August 31, 2010)
|
$ | 3.89 | $ | 1.80 | ||||
Period
of April 23 – May 31, 2010
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$ | 5.05 | $ | 3.30 |
OTCBB
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||||||||
High
|
Low
|
|||||||
2010:
|
||||||||
Period
of March 1 – April 22, 2010
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$ | 5.25 | $ | 4.00 | ||||
Period
of January 14 – February 28, 2010
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$ | 6.25 | $ | 5.25 |
AIM
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||||||||
High
|
Low
|
|||||||
2009:
|
||||||||
Period
of March 1 – April 1, 2009
|
$ | 0.36 | $ | 0.12 | ||||
4th
Quarter (February 28, 2009)
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$ | 0.51 | $ | 0.11 |
2008:
|
||||||||
3rd
Quarter (November 30, 2008)
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$ | 0.65 | $ | 0.38 | ||||
2nd
Quarter (August 31, 2008)
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$ | 1.25 | $ | 0.75 | ||||
1st
Quarter (May 31, 2008)
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$ | 1.88 | $ | 0.90 | ||||
2
Month Period Ended February 29, 2008
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$ | 2.28 | $ | 1.48 |
2007:
|
||||||||
4th
Quarter (December 31, 2007)
|
$ | 7.28 | $ | 2.10 | ||||
3rd
Quarter (September 30, 2007)
|
$ | 9.72 | $ | 6.00 | ||||
2nd
Quarter (June 30, 2007)
|
$ | 8.78 | $ | 5.65 |
8
The
closing sales price for our common stock on January 26, 2011 was $7.86, as
reported by The NASDAQ Capital Market.
Equity
Compensation Plan Information
In
December 2004, our Board adopted and our stockholders approved a stock incentive
plan with 1,800,000 shares of common stock authorized for issuance (the “Stock Incentive
Plan”). The number of shares subject to the Stock Incentive
Plan was subsequently increased to 5,232,873. At our Annual Meeting
of Stockholders which was held on November 15, 2010, our stockholders approved a
second increase of up to 7,732,873 total shares of common stock authorized for
issuance under the Stock Incentive Plan.
Recent
Developments
In
December 2010, Ryan M. Petersen and Arthur Armagast, our Chief Executive Officer
and a former founder of OCZ, respectively, both of whom have a substantial
interest in OCZ, sold an aggregate of 4,640,525 shares of our common stock at
$3.75 per share in a private placement. These shares were issued in the United
States in reliance of the exemption from securities registration in Section 4(1)
under the Securities Act and all recipients of our common stock were
“accredited” as defined under the rules of the SEC.
In January 2011, we issued warrant
instruments to an investor in connection with a certain securities purchase
agreement. These warrants are convertible into an aggregate of 25,000 shares of
our common stock at an exercise price of $5.00 per share and expire on January
7, 2012. The shares were offered and sold outside of the United States in
reliance upon Regulation S (“Regulation
S”) under the Securities
Act.
9
Security
Ownership of Certain Beneficial Owners and Management
The
following table contains information as of December 30, 2010 as to the number of
shares of our common stock beneficially owned by (i) each person we know to own
beneficially more than 5% of our common stock, (ii) each person who is a
director or director nominee, (iii) the executive officers for whom information
is included in the Summary Compensation Table and (iv) all persons as a group
who are directors and executive officers and as to the percentage of outstanding
shares held by these persons on that date. As of December 30,
2010, 34,262,356 shares of our common stock were issued and
outstanding. Unless otherwise indicated, all persons named as
beneficial owners of our common stock have sole voting power and sole investment
power with respect to the shares indicated as beneficially owned.
Unless
otherwise indicated, all persons named below can be reached at OCZ Technology
Group, Inc., 6373 San Ignacio Avenue, San Jose, California 95119.
Name and Address of Beneficial
Owner (1)
|
Number of Shares
Beneficially
Owned(2)
|
Percent(3)
|
||||||
Columbus
Capital Management LLC(4)
|
||||||||
One
Montgomery Street, Suite 3300,
|
||||||||
San
Francisco, CA 94104
|
1,850,000
|
5.40%
|
||||||
Empire
Capital Management LLC and Empire GP, LLC(5)
|
||||||||
1
Gorham Island,
Westport,
CT 06880
|
3,092,175
|
8.90%
|
||||||
S Squared Technology,
LLC(6)
515
Madison Avenue, #4200
New
York, NY 10022
|
1,760,993
|
5.14%
|
||||||
Ryan
M. Petersen(7)
|
2,999,998
|
8.76%
|
||||||
Alex
Mei(8)
|
319,500
|
*%
|
||||||
Arthur
Knapp(9)
|
697,117
|
2.02%
|
||||||
Richard
Singh(10)
|
276,500
|
*%
|
||||||
Adam
J. Epstein(11)
|
207,612
|
*%
|
||||||
Richard
L. Hunter(12)
|
132,614
|
*%
|
||||||
Russell
J. Knittel(13)
|
132,614
|
*%
|
||||||
Directors
and executive officers as a group (7 persons)(14)
|
4,765,955
|
13.43%
|
|
*
|
Represents
less than 1% of the issued and outstanding shares of our common stock as
of December 30, 2010.
|
|
(1)
|
Except
as otherwise indicated, the persons named in this table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them, subject to community property laws where
applicable and to the information contained in the footnotes to this
table.
|
|
(2)
|
Under the rules of the SEC, a
person is deemed to be the beneficial owner of shares that can be acquired
by such person within 60 days upon the exercise of their
options. Except as otherwise noted, options granted under our
Stock Incentive Plan are immediately exercisable, subject to our right to
repurchase unvested shares upon termination of employment or other service
at a price equal to the option exercise
price.
|
|
(3)
|
Calculated on the basis of
34,262,356 shares of common stock outstanding as of December 30, 2010,
provided that any additional shares of common stock that a stockholder has
the right to acquire within 60 days after the date of this filing are
deemed to be outstanding for the purpose of calculating that stockholder’s
percentage beneficial
ownership.
|
10
|
(4)
|
Columbus Capital Management, LLC
(“CCM”) is the general partner of
Columbus Capital Partners, L.P. (“CCP”) and Matthew D. Ockner is the
managing member of CCM. Mr. Ockner exercises sole voting and
dispositive power over the shares. CCM, CCP and Mr. Ockner each
disclaim beneficial ownership with respect to these shares, as set forth
in Schedule 13G filed with the SEC on August 12,
2010.
|
|
(5)
|
Represents shares of common stock
and immediately exercisable warrants to purchase 500,001 shares of our
common stock held by Empire Capital Partners, LP (“Empire
Capital”), Empire
Capital Partners, LTD (the “Empire
Overseas Fund”) and
Empire Capital Partners Enhanced Master Fund, LTD (the “Enhanced
Master Fund”) and
certain managed accounts (the “Managed
Accounts”, and
together with Empire Capital, the Empire Overseas Fund and Enhanced Master
Fund, the “Empire
Funds”). Empire
Capital has the power to dispose of and the power to vote the shares of
common stock beneficially owned by it, which power may be exercised by its
general partner, Empire GP, LLC (“Empire
GP”). Empire GP does not
directly own any shares of common stock and/or warrants. By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of
1934 (the “Act”), Empire GP may be deemed to
beneficially own the shares owned by Empire Capital. The Empire
Overseas Fund and the Enhanced Master Fund each have the power to dispose
of and the power to vote the shares of common stock and/or warrants
beneficially owned by them, which power may be exercised by their
investment manager, Empire Capital Management, LLC (“Empire
Management”). Empire Management
also exercises the power to dispose of and the power to vote shares of
common stock owned by certain managed accounts under its management.
Empire Management does not directly own any shares of common stock and/or
warrants. By reason of the provisions of Rule 13d-3 of the Act,
Empire Management may be deemed to beneficially own the shares owned by
the Empire Overseas Fund, the Enhanced Master Fund and the Managed
Accounts. Messrs. Scott A. Fine and Peter J. Richards are the
Members of Empire GP and Empire Capital, and in their capacities direct
the operations of Empire GP and Empire Capital. By reason of the
provisions of Rule 13d-3 of the Act, each may be deemed to beneficially
own the shares beneficially owned by Empire Capital, the Empire Overseas
Fund, the Enhanced Master Fund and the Managed Accounts. Empire
Management, Empire GP, the Empire Funds, Mr. Fine and Mr. Richards each
disclaim any beneficial ownership of the
shares.
|
|
(6)
|
Kenneth Goldblatt and Seymour L.
Goldblatt are the managing members of S Squared Capital, LLC. As such,
Kenneth Goldblatt and Seymour L. Goldblatt exercise shared voting and
dispositive power with respect to these shares. Each of Kenneth Goldblatt
and Seymour L. Goldblatt disclaims beneficial ownership of these
securities except to the extent of his or its pecuniary interest
therein.
|
|
(7)
|
All of the shares are held by the
Petersen Family Trust. Mr. Petersen, as trustee of this trust,
has voting and dispositive power over these
securities.
|
|
(8)
|
Includes 319,500 shares subject
to immediately exercisable options, of which 271,250 shares will be vested
within 60 days of December 30,
2010.
|
|
(9)
|
Includes 250,000 shares subject
to immediately exercisable options, of which 16,666 shares will be vested
within 60 days of December 30,
2010.
|
|
(10)
|
Includes 250,000 shares subject
to immediately exercisable options, of which 8,333 will be vested within
60 days of December 30,
2010.
|
|
(11)
|
Includes (i) immediately
exercisable warrants to purchase 16,666 shares of our common stock, and
(ii) 132,614 shares subject to immediately exercisable options, of which
38,636 shares will be vested within 60 days of December 30,
2010.
|
|
(12)
|
Includes
132,614 shares subject to immediately exercisable options, of which 38,636
shares will be vested within 60 days of December 30,
2010.
|
|
(13)
|
Includes
132,614 shares subject to immediately exercisable options, of which 29,469
shares will be vested within 60 days of December 30,
2010.
|
|
(14)
|
See notes 7 through
13. Includes 1,234,008 shares subject to options and
warrants that are currently exercisable or will become exercisable within
60 days of December 30, 2010 that are beneficially owned by current
executive officers and
directors.
|
11
Selling
Stockholders
An
aggregate of 4,692,525 shares of common stock, which consist of 4,640,525
shares of common stock and 52,000 shares of common stock issuable upon the
exercise of our warrants, may be offered for sale and sold from time to time
pursuant to this prospectus by the Selling Stockholders. The term
“Selling Stockholders” includes the stockholders listed below and their
pledgees, assignees, or other successors-in-interest. We have agreed to
register all of the shares offered hereby for resale by the Selling Stockholders
under the Securities Act and to pay all of the expenses in connection with such
registration and the sale of the shares, other than selling commissions and the
fees and expenses of counsel and other advisors to the Selling
Stockholders. Information concerning the Selling Stockholders may
change from time to time, and any changed information will be set forth if and
when required in prospectus supplements or other appropriate forms permitted to
be used by the SEC.
Except as
disclosed under this prospectus, none of the Selling Stockholders has held a
position or office or had a material relationship with us within the past three
years other than as a result of the ownership of our common stock or other
securities.
The
following table sets forth, for each of the Selling Stockholders to the extent
known by us, the number of shares of our common stock beneficially owned, the
number of shares of our common stock offered hereby and the number of shares and
percentage of outstanding common stock to be owned after completion of this
offering, assuming all shares offered hereby are sold.
Unless
otherwise indicated, the Selling Stockholders have sole voting and investment
power with respect to their shares of common stock. All of the information
contained in the table below is based upon information provided to us by the
Selling Stockholders, and we have not independently verified this information.
The Selling Stockholders may have sold, transferred or otherwise disposed
of, or may sell, transfer or otherwise dispose of, at any time or from time to
time since the date on which it provided the information regarding the shares
beneficially owned, all or a portion of the shares beneficially owned in
transactions exempt from the registration requirements of the Securities
Act.
The
number of shares outstanding and the percentages of beneficial ownership are
based on 34,262,356 shares of our common stock issued and outstanding as of
December 30, 2010.
For the
purposes of the following table, the number of shares of our common stock
beneficially owned, has been determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and such information is not necessarily indicative of beneficial
ownership for any other purpose. Under Rule 13d-3, beneficial ownership
includes any shares as to which a selling stockholder has sole or shared voting
power or investment power and also any shares which that selling stockholder has
the right to acquire within 60 days of the date of this prospectus through the
exercise of any stock option, restricted stock unit, warrant or other
rights.
In
connection with various prior private placements, we issued shares of common
stock and warrants that are or have been exercisable for either shares of our
common stock. The transactions under which such shares of common
stock warrants have been issued and the terms of each such warrants instruments
are described below. The shares underlying each such warrant are
registered pursuant to this registration statement.
In
November 2010, we issued warrant instruments to various investors in connection
with certain service agreements. These warrants are convertible into an
aggregate of 27,000 shares of our common stock at an exercise price of $4.02 per
share and expire between November 12, 2011 and May 12, 2012. The warrants have
been issued in reliance on the exemptions provided by Section 4(2) of the
Securities Act.
In
December 2010, Ryan M. Petersen and Arthur Armagast, our Chief Executive Officer
and a former founder of OCZ, respectively, both of whom have a substantial
interest in OCZ, sold an aggregate of 4,640,525 shares of our common stock at
$3.75 per share in a private placement. These shares were issued in the United
States in reliance of the exemption from securities registration in Section 4(1)
under the Securities Act and all recipients of our common stock were
“accredited” as defined under the rules of the SEC.
In
January 2011, we issued warrant instruments to an investor in connection with a
certain securities purchase agreement. These warrants are convertible into an
aggregate of 25,000 shares of our common stock at an exercise price of $5 per
share and expire on January 7, 2012. The shares were offered and sold outside of
the United States in reliance upon Regulation S (“Regulation
S”) under the Securities Act.
12
Shares of Common Stock
Beneficially Owned Prior to this Offering
|
Shares of Common Stock
Beneficially Owned After this
Offering
|
|||||||||||||||||||||||
Name and Address of Holder
|
Number
of
Shares
Owned
Prior to
Offering
|
Total # of
Shares
Beneficially
Owned
|
% of
Outstanding
Shares
|
Number of
Offered
Shares
|
Number of
Shares
Beneficially
Owned after the
Offering
|
% of
Outstanding
Shares
|
||||||||||||||||||
First
Bank & Trust as Custodian of Ronald L. Chez IRA
820
Church Street
Evanston,
IL 60201
|
1,405,296 | 1 | 1,405,296 | 4.10 | % | 645,664 | 759,632 | 2.21 | % | |||||||||||||||
Athena
Sofios Marks
16181
Matillija Drive
Los
Gatos, CA 95030
|
60,336 | 60,336 | 0.18 | % | 60,336 | - | - | |||||||||||||||||
E.
Chez & B. Pitstick Trust 7/22/08,Eric Jason Chez Bene IRA, Marilyn J.
Chez Decd
610
Central Avenue, Suite 200
Highland
Park, IL 60035
|
12,000 | 12,000 | 0.04 | % | 12,000 | - | - | |||||||||||||||||
Empire
Capital Partners, Ltd.2
c/o
Empire Capital Management, LLC
1
Gorham Island Suite 201
Westport,
CT 06880
|
648.672 | 3 | 648,672 | 1.88 | % | 66,999 | 581,673 | 1.69 | % | |||||||||||||||
Empire
Capital Partners Enhanced Master Fund, Ltd. 2
c/o
Empire Capital Management, LLC
1
Gorham Island Suite 201
Westport,
CT 06880
|
959,031 | 4 | 959,031 | 2.78 | % | 100,923 | 858,108 | 2.49 | % | |||||||||||||||
Empire
Capital Partners, LP5
c/o
Empire Capital Management, LLC
1
Gorham Island Suite 201
Westport,
CT 06880
|
798,805 | 6 | 798,805 | 2.32 | % | 82,078 | 716,727 | 2.08 | % | |||||||||||||||
Herald
Investment Management Limited, on behalf of Herald Investment Trust
PLC7
10-11
Charterhouse Square
London,
ECIM 6EE, England
|
1,000,000 | 1,000,000 | 2.92 | % | 1,000,000 | - | - | |||||||||||||||||
Leonidas
Opportunity Fund8
450
Sansome Street,16th Floor
San
Francisco, CA 94111
|
60,000 | 60,000 | 0.18 | % | 60,000 | - | - | |||||||||||||||||
Leaf
Investment Partners, LP9
515
Madison Avenue
Suite
4200
New
York, NY 10022
|
1,760,993 | 1,760,993 | 5.14 | % | 600,000 | 1,160,993 | 3.39 | % | ||||||||||||||||
Precept
Capital Master Fund, G.P.10
200
Crescent Court,Suite 1450
Dallas,
TX 75201
|
574,998 | 11 | 574,998 | 1.67 | % | 75,000 | 499,998 | 1.45 | % | |||||||||||||||
Westpark
Capital, L.P. 12
4965
Preston Park Blvd.,Suite 220
Plano,
TX 75093
|
62,525 | 62,525 | 0.18 | % | 62,525 | - | - |
13
Connective
Capital Emerging Energy Master Fund, Ltd. 13
385
Homer Avenue
Palo
Alto, CA 94301
|
113,000 | 113,000 | 0.33 | % | 113,000 | - | - | |||||||||||||||||
Connective
Capital I Master Fund, Ltd. 14
385
Homer Avenue
Palo
Alto, CA 94301
|
267,000 | 267,000 | 0.78 | % | 267,000 | - | - | |||||||||||||||||
Connective
Capital II Cayman Master, Ltd. 15
385
Homer Avenue
Palo
Alto, CA 94301
|
100,000 | 100,000 | 0.29 | % | 100,000 | - | - | |||||||||||||||||
J. Patterson
McBainec/o Gruber & McBaine Cap
Management
50
Osgood Place, Penthouse
San
Francisco, CA 94111
|
47,000 | 47,000 | 0.14 | % | 47,000 | - | - | |||||||||||||||||
Harvest
Diversified Partners, LP16
600
Montgomery Street,Suite 2000
San
Francisco, CA 94111
|
27,750 | 27,750 | 0.08 | % | 27,750 | - | - | |||||||||||||||||
Harvest
Technology Partners, LP17
600
Montgomery Street,Suite 2000
San
Francisco, CA 94111
|
80,375 | 80,375 | 0.23 | % | 80,375 | - | - | |||||||||||||||||
Harvest
Technology Partners Offshore, Ltd. 18
600
Montgomery Street,Suite 2000
San
Francisco, CA 94111
|
2,750 | 2,750 | 0.01 | % | 2,750 | - | - | |||||||||||||||||
LLT
Limited19
Washington
Mall 1, 4th Floor, 20 Church Street
Hamilton
HM11, Bermuda
|
14,125 | 14,125 | 0.04 | % | 14,125 | - | - | |||||||||||||||||
Jon D. and
Linda W. Gruber Trust20
50
Osgood Place
San
Francisco, CA 94133
|
310,400 | 310,400 | 0.91 | % | 213,000 | 97,400 | * | % | ||||||||||||||||
Lagunitas
Partners L.P. 21
50
Osgood Place
San
Francisco, CA 94133
|
617,143 | 617,143 | 1.80 | % | 390,000 | 227,143 | * | % | ||||||||||||||||
Anthony
B. Low-Beer
c/o
Scarsdale Equities
10
Rockefeller PlazaSuite 720
New
York, NY 10020
|
300,000 | 22 | 300,000 | 0.87 | % | 50,000 | 250,000 | * | % | |||||||||||||||
Kevin
McCormack
c/o
Scarsdale Equities
10
Rockefeller PlazaSuite 720
New
York, NY 10020
|
5,000 | 5,000 | 0.01 | % | 5,000 | - | - | |||||||||||||||||
Ryan
P. McCormack
c/o
Scarsdale Equities
10
Rockefeller PlazaSuite 720
New
York, NY 10020
|
5,000 | 5,000 | 0.01 | % | 5,000 | - | - | |||||||||||||||||
Phylis
Esposito
c/o
Scarsdale Equities
10
Rockefeller PlazaSuite 720
New
York, NY 10020
|
155,000 | 23 | 155,000 | 0.45 | % | 30,000 | 125,000 | * | % |
14
Almond
Investment Fund LLC24
P.O.
Box 1078
Ross, CA 94957
|
1,085,000 | 25 | 1,085,000 | 3.15 | % | 430,000 | 655,000 | 1.90 | % | |||||||||||||||
Valor
Holdings, Inc.26
Attention:
Russell M. Sarachek
711
Fifth Avenue 15th Floor
New
York, NY 10022
|
354,408 | 27 | 354,408 | 1.03 | % | 100,000 | 254,408 | * | % | |||||||||||||||
J.
Kevin Moran
c/o
Investor Relations Group
11
Stone Street, 3rd
Floor
New
York, NY 10004
|
5,000 | 28 | 5,000 | 0.01 | % | 5,000 | - | - | ||||||||||||||||
Dian
Griesel
c/o
Investor Relations Group
11
Stone Street, 3rd
Floor
New
York, NY 10004
|
20,000 | 29 | 20,000 | 0.06 | % | 20,000 | - | - | ||||||||||||||||
Gemini
Strategies, LLC30
135
Liverpool Drive, Suite C
Cardiff,
CA 92007
Attention:
Steven Winters
|
2,000 | 31 | 2,000 | 0.01 | % | 2,000 | - | - | ||||||||||||||||
MICSYS
Technology Co., Ltd. 32
8F-5,
No. 16 Jian-Ba Rd.,
Chung-Ho
City, Taipei County
Taiwan
ROC
Attention:
Joy Tseng
|
25,000 | 33 | 25,000 | 0.51 | % | 25,000 | - | - |
|
*
|
Less
than one percent of the
total number of shares of common issued and
outstanding.
|
|
1.
|
Includes
166,666 shares of common stock exercisable upon exercise of outstanding
warrants.
|
|
2.
|
Empire
Capital Management, L.L.C. is the investment manager to, and has
investment discretion over, the shares held by Empire Capital
Partners, Ltd. and Empire Capital Partners Enhanced Master Fund,
Ltd. Scott A. Fine and Peter J. Richards are the managing
members of Empire Capital Management L.L.C. and, in such capacity,
have voting and dispositive power with respect to such shares. Each
of Empire Capital Partners, Ltd., Empire Capital Partners Enhanced
Master Fund, Ltd., Scott A. Fine and Peter J. Richards
disclaims beneficial ownership of these
shares.
|
|
3.
|
Includes
142,358 shares of common stock issuable upon the exercise of outstanding
warrants.
|
|
4.
|
Includes
192,208 shares of common stock issuable upon the exercise of outstanding
warrants.
|
|
5.
|
Empire GP,
L.L.C. is the general partner of, and has investment discretion over the
shares held by Empire Capital Partners, LP. Scott A. Fine
and Peter J. Richards are the managing members of Empire GP,
L.L.C. and, in such capacity, have voting and dispositive power with
respect to such shares. Each of Empire Capital Partners, LP,
Scott A. Fine and Peter J. Richards disclaims beneficial ownership of
these shares.
|
|
6.
|
Includes
165,435 shares of common stock issuable upon the exercise of outstanding
warrants.
|
|
7.
|
Herald
Investment Trust plc is the beneficial owner which has appointed Herald
Investment Management Limited as the Appointed Investment Manager. Katie
Potts, Senior Director of HIML with prime responsibility for the
management of Herald Investment Trust plc and Fraser Elms, Investment
Manager, have voting and dispositive power with respect to such
shares.
|
|
8.
|
Skiritai
Capital, LLC is the general partner of Leonidas Opportunity Fund and
Russell R. Silvestri is the managing director of Skiritai Capital, LLC. As
such, Russell R. Silvestri has voting and dispositive power over these
shares.
|
|
9.
|
S
Squared Capital, LLC is the general partner of Leaf Investment Partners,
L.P., and Kenneth Goldblatt and Seymour L. Goldblatt are the managing
members of S Squared Capital, LLC. As such, Kenneth Goldblatt and Seymour
L. Goldblatt exercise shared voting and dispositive power with respect to
these shares. Each of S Squared Capital, LLC, Kenneth Goldblatt and
Seymour L. Goldblatt disclaims beneficial ownership of these securities
except to the extent of his or its pecuniary interest
therein.
|
15
10.
|
D.
Blair Baker is the Managing Member of Precept Management, LLC (“Precept
Management”). Precept Management is the general partner
of Precept Capital Management, LP, which is the agent and attorney in fact
of Precept Capital Master Fund, G.P. Precept Management
exercises sole voting and dispositive power over these
shares.
|
11.
|
Includes
166,666 shares of common stock issuable upon the exercise of outstanding
warrants.
|
12.
|
Patrick
J. Bosnahan is the general partner of Westpark Capital L.P., and as such,
has voting and dispositive power with respect to such
shares.
|
13.
|
Connective
Capital Management, LLC is the investment manager to, and has investment
discretion over, the shares held by Connective Capital Emerging
Energy Master Fund, Ltd. Sidney Chen, the Vice President of
Operations of Connective Capital Management, LLC has voting and
dispositive power with respect to such
shares.
|
14.
|
Connective
Capital Management, LLC is the investment manager to, and has investment
discretion over, the shares held by Connective Capital I Master
Fund, Ltd. Sidney Chen, the Vice President of Operations of
Connective Capital Management, LLC has voting and dispositive power with
respect to such shares.
|
15.
|
Connective
Capital Management, LLC is the investment manager to, and has investment
discretion over, the shares held by Connective Capital II Cayman
Master, Ltd. Sidney Chen, the Vice President of Operations of
Connective Capital Management, LLC has voting and dispositive power with
respect to such shares.
|
16.
|
Kurt
King, as the portfolio manager of Harvest Diversified Partners, LP, has
sole voting and dispositive power with respect to such
shares.
|
17.
|
Kurt
King, as the portfolio manager of Harvest Technology Partners, LP, has
sole voting and dispositive power with respect to such
shares.
|
18.
|
Kurt
King, as the portfolio manager of Harvest Technology Partners Offshore,
Ltd., has sole voting and dispositive power with respect to such
shares.
|
19.
|
LLT Limited is owned 100% by
Tewksbury Investment Fund. Kurt King has voting and dispositive
power with respect to such
Shares.
|
20.
|
Jon
D. Gruber, as Trustee of the Jon D. and Linda W. Gruber Trust, has sole
voting and dispositive power with respect to these
shares.
|
21.
|
Gruber
& McBaine Capital Management, LLC (“GMCM”)
is the general partner of Lagunitas Partners, L.P., and Jon D. Gruber and
J. Patterson McBaine are the managing members of GMCM. As such, Jon D.
Gruber and J. Patterson McBaine exercise shared voting and dispositive
power with respect to these shares. Each of GMCM, Jon D. Gruber and J.
Patterson McBaine disclaims beneficial ownership of these securities
except to the extent of his or its pecuniary interest
therein.
|
22.
|
Includes
50,000 shares of common stock issuable upon the exercise of outstanding
warrants.
|
23.
|
Includes
25,000 shares of common stock issuable upon the exercise of outstanding
warrants.
|
24.
|
Charles
M. Almond, as manager of Almond Investment Fund, LLC, has sole voting and
dispositive power with respect to these shares. Mr. Almond
disclaims any beneficial ownership over such
shares.
|
25.
|
Includes
165,000 shares of common stock issuable upon the exercise of outstanding
warrants.
|
26.
|
Russell
M. Sarachek, the Managing Member of Valor Holdings, Inc., has sole voting
and dispositive power over the shares. Mr. Sarachek disclaims
beneficial ownership over these shares except to the extent of his
pecuniary interest in Valor Holdings,
Inc.
|
27.
|
Includes
50,000 shares of common stock issuable upon the exercise of outstanding
warrants.
|
28.
|
Includes
5,000 shares of common stock issuable upon the exercise of outstanding
warrants.
|
29.
|
Includes
25,000 shares of common stock issuable upon the exercise of outstanding
warrants.
|
30.
|
Steven
Winters, as the sole managing member of Gemini Strategies, LLC, has sole
voting and dispositive power over the
shares.
|
31.
|
Includes
2,000 shares of common stock issuable upon the exercise of outstanding
warrants.
|
32.
|
Miss
Joy Tseng, as owner of Micsys Technology Co., Ltd., a limited
liability company, has sole voting and dispositive power over these
shares.
|
33.
|
Includes
25,000 shares of common stock issuable upon the exercise of outstanding
warrants.
|
16
Plan
Of Distribution
Each
Selling Stockholder of the common stock of OCZ and any of their pledgees,
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of Common Stock included in this prospectus on the NASDAQ Capital
Market or any other stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. A Selling Stockholder may use any one or
more of the following methods when selling shares:
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
settlement
of short sales entered into after the effective date of the registration
statement of which this prospectus is a
part;
|
|
·
|
broker-dealers
may agree with the Selling Stockholders to sell a specified number of such
shares at a stipulated price per
share;
|
|
·
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or
otherwise;
|
|
·
|
a
combination of any such methods of sale;
or
|
|
·
|
any
other method permitted pursuant to applicable
law.
|
The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or
discounts from the Selling Stockholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be negotiated,
but, except as set forth in a supplement to this Prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in
compliance with NASD Rule 2440 of the Financial Industry Regulatory Authority
(“FINRA”);
and in the case of a principal transaction a markup or markdown in compliance
with FINRA’s NASD IM-2440.
In
connection with the sale of the Common Stock or interests therein, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the Common
Stock in the course of hedging the positions they assume. The Selling
Stockholders may also sell shares of the Common Stock short and deliver these
securities to close out their short positions, or loan or pledge the Common
Stock to broker-dealers that in turn may sell these securities. The
Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions for the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction).
The
Selling Stockholders and any broker dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any
commissions received by such broker dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each Selling
Stockholder has informed the Company that it does not have any written or oral
agreement or understanding, directly or indirectly, with any person to
distribute the Common Stock.
The
Company is required to pay certain fees and expenses incurred by the Company
incident to the registration of the shares, including SEC filing
fees. The Company has agreed to indemnify the Selling Stockholders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
Selling
Stockholders may be deemed to be “underwriters” within the meaning of the
Securities Act and have advised the Company that they will comply with
applicable prospectus delivery requirements of the Securities Act. In
addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than under this prospectus. Each Selling Stockholder has advised the
Company that they have not entered into any written or oral agreements,
understandings or arrangements with any underwriter or broker-dealer regarding
the sale of the shares registered hereunder. There is no underwriter
or coordinating broker acting in connection with the proposed sale of the shares
registered hereunder by the Selling Stockholders.
17
The
Company agreed to keep this prospectus effective until the earlier of (i) the
date on which the shares may be resold by the Selling Stockholders without
registration and without regard to any volume limitations by reason of Rule 144
under the Securities Act or any other rule of similar effect; (ii) all of the
shares have been sold pursuant to the prospectus or Rule 144 under the
Securities Act or any other rule of similar effect; or (iii) three (3) years
from December 23, 2010. The shares registered hereunder will be sold
only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, such shares
may not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in
the distribution of the shares registered hereunder may not simultaneously
engage in market making activities with respect to the Common Stock for the
applicable restricted period, as defined in Regulation M, prior to the
commencement of the distribution. In addition, the Selling
Stockholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including Regulation M, which may limit
the timing of purchases and sales of shares of the Common Stock by the Selling
Stockholders or any other person. The Company will make copies of
this prospectus available to the Selling Stockholders and have informed them of
the need to deliver a copy of this prospectus to each purchaser at or prior to
the time of the sale, except where there is an exemption from such delivery
requirements under applicable securities laws.
Legal
Matters
The
validity of the common stock offered in this prospectus will be passed upon for
us by Mayer Brown LLP.
Experts
The consolidated financial statements
of OCZ Technology Group, Inc. and subsidiaries for each of the three fiscal
years in the three-year period ended February 28, 2010 have been included
in this prospectus and in the registration statement in reliance upon the
reports of both Crowe Clark Whitehill LLP (On October 1, 2010, Horwath Clark
Whitehill LLP changed its name to Crowe Clark Whitehill LLP) for the fiscal
years ended February 29, 2008 and February 28, 2009 and Crowe Horwath LLP for
the fiscal year ended February 28, 2010 , both of which are independent
registered public accounting firms, as stated in their respective reports dated
May 1, 2009 and May 20, 2010 each of which is incorporated by reference
herein, and such consolidated financial statements have been so incorporated by
reference herein in reliance upon the respective reports of such firms given
upon their authority as experts in accounting and auditing.
Material
Changes
There
have been no material changes since February 28, 2010 that have not been
described in our Annual Report on Form 10-K, a Form 10-Q or Form 8-K filed under
the Exchange Act, or this prospectus.
Where
You Can Find More Information
We have
filed with the SEC a Registration Statement on Form S-1 (such Registration
Statement, together with all amendments and exhibits thereto, being hereinafter
referred to as the “Registration
Statement”) under the Securities Act, for the registration under the
Securities Act of the shares of common stock offered hereby. This
prospectus does not contain all the information set forth in the Registration
Statement; certain parts of which are omitted in accordance with the rules and
regulations of the SEC. Reference is hereby made to the Registration
Statement which contains further information with respect to us and our common
stock. Statements herein concerning the provisions of documents filed as
exhibits to the Registration Statement are necessarily summaries of such
documents, and each such statement is qualified by reference to the copy of the
applicable document filed with the SEC.
We are
subject to the reporting requirements of the Exchange Act, and in accordance
therewith file reports, including annual and quarterly reports, proxy statements
and other information with the SEC. Such reports, proxy statements and
other information may be inspected and copied at prescribed rates at the public
reference facilities maintained by the SEC at the SEC’s Public Reference Room,
100 F Street, NE, Washington, D.C. 20549 on official business days during
the hours of 10:00 a.m. to 3:00 p.m. Please call the SEC at 1-800-SEC-0330
for more information about the operation of the Public Reference Room. Our
SEC filings are also available to the public at the SEC’s website at http://www.sec.gov.
You may
obtain a copy of any of our filings, at no cost, by writing or telephoning us
at:
6373 San
Ignacio Avenue
San Jose,
California 95119
(408)
733-8400
18
Incorporation
of Certain Information by Reference
We
are “incorporating by reference” certain documents we file with the SEC, which
means that we can disclose important information to you by referring you to
those documents. The information in the documents incorporated by
reference is considered to be part of this prospectus. Statements
contained in documents that we file with the SEC and that are incorporated by
reference in this prospectus will automatically update and supersede information
contained in this prospectus, including information in previously filed
documents or reports that have been incorporated by reference in this
prospectus, to the extent the new information differs from or is inconsistent
with the old information. Except as set forth below, the SEC file number
for the documents incorporated by reference in this prospectus is
001-3465.
We have
filed the following documents with the SEC and they are incorporated herein by
reference as of their respective dates of filing:
|
·
|
Our Annual Report on Form 10-K
for the fiscal year ended February 28, 2010, as filed with the SEC on May
20, 2010.
|
|
·
|
Our Quarterly Report on Form 10-Q
for the quarterly period ended May 31, 2010, as filed with the SEC on July
12, 2010, Amendment No. 1 thereto on Form 10Q/A, as filed with the SEC on
July 19, 2010, the Form 10-Q for the quarterly period ended
August 31, 2010, as filed with the SEC on October 15, 2010 and the Form
10-Q for the quarterly period ended November 30, 2010, as filed with the
SEC on January 13, 2011, Amendment No. 1 thereto on Form 10Q/A, as filed
with the SEC on January 14,
2011.
|
|
·
|
Our definitive Proxy Statement
filed in connection with the Annual Meeting of Stockholders held on
November 15, 2010, as filed with the SEC on October 15,
2010.
|
|
·
|
Our Current Reports on Form 8-K,
as filed with the SEC on March 26, 2010, March 29, 2010, April 8, 2010,
May 11, 2010, May 12, 2010, May 14, 2010, June 28, 2010, August 18, 2010,
October 12, 2010, November 4, 2010 and November 16,
2010.
|
A
statement contained in a document incorporated by reference into this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained in this prospectus, any prospectus
supplement or in any other subsequently filed document which is also
incorporated in this prospectus modifies or replaces such statement. Any
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
You may
request a copy of these documents, which will be provided to you at no cost, by
writing or telephoning us at:
6373 San
Ignacio Avenue
San Jose,
California 95119
(408)
733-8400
You
should rely only on the information contained in this prospectus, including
information incorporated by reference as described above, or any prospectus
supplement or that we have specifically referred you to. We have not authorized
anyone else to provide you with different information. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents or
that any document incorporated by reference is accurate as of any date other
than its filing date. You should not consider this prospectus to be an
offer or solicitation relating to the securities in any jurisdiction in which
such an offer or solicitation relating to the securities is not
authorized. Furthermore, you should not consider this prospectus to be an
offer or solicitation relating to the securities if the person making the offer
or solicitation is not qualified to do so, or if it is unlawful for you to
receive such an offer or solicitation.
19
Through
and including 90 days after the date of this prospectus, all dealers effecting
transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the
dealers’ obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
4,640,525
Shares of Common Stock
52,000
Shares of Common Stock Issuable Upon the Exercise of Outstanding
Warrants
OCZ
Technology Group, Inc.
PROSPECTUS
January
28, 2011
20
Item
13 Other Expenses of Issuance and
Distribution
The
following table sets forth our estimates of the expenses in connection with the
sale and distribution of the securities being registered, all of which will be
paid by us.
Item
|
Amount
|
|||
SEC
registration fee
|
$
|
3,000
|
||
Legal
fees and expenses
|
$
|
45,000
|
||
Accounting
fees and expenses
|
$
|
5,000
|
||
Printing
fees and expenses
|
$
|
2,500
|
||
Transfer
Agent Fees
|
$
|
3,000
|
||
Miscellaneous
|
$
|
6,500
|
||
Total
|
$
|
65,000
|
Item
14 Indemnification of Directors and
Officers
As
permitted by the DGCL, our Certificate of Incorporation provides that our
directors will not be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability:
|
§
|
for any breach of the director’s
duty of loyalty to us or our
stockholders;
|
|
§
|
for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of
law;
|
|
§
|
under Section 174 of the
DGCL, relating to unlawful payment of dividends or unlawful stock purchase
or redemption of stock; or
|
|
§
|
for any transaction from which
the director derives an improper personal
benefit.
|
As a
result of this provision, we and our stockholders may be unable to obtain
monetary damages from a director for breach of his or her duty of
care.
Under
Section 145 of the DGCL, a corporation may indemnify a director, officer,
employee or agent of the corporation (or a person who is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) against
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
In the case of an action brought by or in the right of a corporation, the
corporation may indemnify a director, officer, employee or agent of the
corporation (or a person who is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise) against expenses (including attorneys’
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent a court finds that, in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
Section 145 of the DGCL also provides that a corporation has the power to
maintain insurance on behalf of its directors and officers against any liability
asserted against those persons and incurred by them in their capacity as
directors or officers, as applicable, whether or not the corporation would have
the power to indemnify them against liability under the provisions of Section
145 of the DGCL.
21
Our
Certificate of Incorporation and Bylaws also provide for the indemnification of
our directors and officers to the fullest extent authorized by the DGCL.
The indemnification provided under our Certificate of Incorporation and Bylaws
includes the right to be paid expenses in advance of any proceeding for which
indemnification may be payable, provided that the payment of these expenses
incurred by a director or officer in advance of the final disposition of a
proceeding may be made only upon delivery to us of an undertaking by or on
behalf of the director or officer to repay all amounts so paid in advance if it
is ultimately determined that the director or officer is not entitled to be
indemnified. We intend to maintain director and officer liability
insurance on behalf of our directors and officers.
The
foregoing summaries are necessarily subject to the complete text of the DGCL,
our Certificate of Incorporation and Bylaws.
Item
15 Recent Sales of Unregistered
Securities
Information
required by this section is incorporated herein by reference to Part II, Item 5
entitled “Market for
Registrant’s Common Equity. Related Stockholder Matters and Issuer
Purchases of Equity Securities” under the caption entitled “Recent Sales of
Unregistered Securities” of OCZ Technology Group, Inc.’s Annual
Report.
The
following information is in addition to the information already set forth under
the corresponding captions identified below in Part II, Item 5 entitled “Market for
Registrant’s Common Equity. Related Stockholder matters and Issuer Purchases of
Equity Securities” under the caption entitled “Recent Sales of
Unregistered Securities” of our Annual Report.
Recent
Sales of Unregistered Securities
In
November 2010, we issued an aggregate of 7,139,960 shares of our common stock at
$3.08125 per share in connection with a private placement. These shares
were issued in the United States in reliance of Rule 506 of Regulation D under
the Securities Act and all recipients of our common stock were “accredited” as
defined under the rules of the SEC. As part of the private placement
offering, we also issued warrants to purchase up to (i)1,784,996 shares of our
common stock at $5.25 per share (the “$5.25
Warrants”) and (ii) 214,198 shares of our common stock at $3.08125 per
share (the “$3.08125
Warrants”). The warrants have been issued in reliance on the
exemptions provided by Section 4(2) of the Securities Act. In addition, we
have a commitment to issue a warrant for up to 53,549 shares of our common stock
at $5.25 per share. The $5.25 Warrants are exercisable on May 3, 2011,
will expire on November 2, 2015 and may be exercised by the holders on a
cashless basis. The $3.08125 Warrants are immediately exercisable, will
expire on November 2, 2015 and may be exercised by the holder on a cashless
basis. In addition, the $3.08125 Warrants contain certain piggyback
registration rights.
In
November 2010, we issued warrant instruments to various investors in connection
with certain service agreements. These warrants are convertible into
an aggregate of 27,000 shares of our common stock at an exercise price of $4.02
per share and expire between November 12, 2011 and May 12, 2012. The
warrants have been issued in reliance on the exemptions provided by Section 4(2)
of the Securities Act.
In
December 2010, Ryan M. Petersen and Arthur Armagast, our Chief Executive Officer
and a former founder of OCZ, respectively, both of whom have a substantial
interest in OCZ, sold an aggregate of 4,640,525 shares of our common stock at
$3.75 per share in a private placement. These shares were issued in
the United States in reliance of the exemption from securities registration in
Section 4(1) under the Securities Act and all recipients of our common stock
were “accredited” as defined under the rules of the SEC.
In
January 2011, we issued warrant instruments to an investor in connection with a
certain securities purchase agreement. These warrants are convertible
into an aggregate of 25,000 shares of our common stock at an exercise price of
$5 per share and expire on January 7, 2012. The shares were offered
and sold outside of the United States in reliance upon Regulation S (“Regulation
S”) under the Securities Act.
Item
16 Exhibits and Financial
Statements
(a)
|
See the Exhibit Index of this
Registration Statement for a list of exhibits filed as part of this
Registration Statement, which Exhibit Index is incorporated herein by
reference.
|
(b)
|
Financial statements meeting the
requirements of Regulation S-X are incorporated herein by reference to
Part II, Item 8 entitled “Financial
Statements and Supplementary Data” of OCZ Technology Group, Inc.’s
Annual Report.
|
Item
17 Undertakings
(a)
|
The undersigned registrant hereby
undertakes:
|
(1) To file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
i. To include any prospectus required by
Section 10(a)(3) of the Securities Act;
22
ii. To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
iii. To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
(2) That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act to any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.
(b) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
23
Signatures
Pursuant
to the requirements of the Securities Act, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in San Jose, California on January 28, 2011.
OCZ
Technology Group, Inc.
|
||
By:
|
/s/
Ryan M. Petersen
|
|
Ryan
M. Petersen
|
||
President
and Chief Executive Officer
|
Power
of Attorney
Known By
All Men by these presents , that each person whose signature appears below
constitutes and appoints Ryan M. Petersen as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all Amendments hereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
Name
|
Title
|
Date
|
||
/s/
Ryan M. Petersen
|
Chief
Executive Officer and Director
|
January
28, 2011
|
||
Ryan
M. Petersen
|
(Principal
Executive Officer)
|
|||
Chief
Financial Officer
|
January
28, 2011
|
|||
/s/
Arthur F. Knapp, Jr.
|
(Principal
Financial and Accounting
Officer)
|
|||
Arthur
F. Knapp, Jr.
|
||||
/s/
Adam Epstein
|
Director
|
January
28, 2011
|
||
Adam
Epstein
|
||||
/s/
Richard L. Hunter
|
Director
|
January
28, 2011
|
||
Richard
L. Hunter
|
||||
/s/
Russell J. Knittel
|
Director
|
January
28, 2011
|
||
Russell
J. Knittel
|
24
Exhibit
Index
Exhibit
No.
|
Description
|
|
2.1
|
Agreement
and Plan of Merger dated December 17, 2004 of OCZ Technology Group,
Inc., an Indiana corporation, with and into OCZ Technology Group, Inc., a
Delaware corporation. (1)
|
|
2.2
|
Asset
Purchase Agreement dated May 25, 2007 by and among OCZ Technology
Group, Inc., PC Power and Cooling, Inc. and Douglas Dodson. (1)
|
|
2.3
|
Asset
Purchase Agreement dated October 25, 2007 by and among OCZ Technology
Group, Inc., Silicon Data Inc., a New York corporation, Fred Cohen, and
Eyal Akler. (1)
|
|
3.1
|
Fourth
Amended and Restated Certificate of Incorporation as filed with the
Delaware Secretary of State on September 30, 2009. (1)
|
|
3.2
|
Fourth
Amended and Restated Bylaws. (1)
|
|
3.3
|
Certificate
of Designation as filed with the Delaware Secretary of State on November
4, 2009. (4)
|
|
4.1
|
Specimen
common stock certificate of OCZ Technology Group, Inc. (1)
|
|
5.1
|
Opinion
of Mayer Brown LLP. (12)
|
|
10.1
|
OCZ
Technology Group, Inc. 2004 Stock Incentive Plan. (1)
|
|
10.2
|
Executive
Employment Agreement dated April 4, 2006 by and between OCZ
Technology Group, Inc. and Ryan M. Petersen. (1)
|
|
10.3
|
Executive
Employment Agreement dated April 4, 2006 by and between OCZ
Technology Group, Inc. and Arthur Knapp. (1)
|
|
10.4
|
Executive
Employment Agreement dated April 4, 2006 by and between OCZ
Technology Group, Inc. and Alex Mei. (1)
|
|
10.5
|
Executive
Employment Agreement dated December 17, 2008 by and between OCZ
Technology Group, Inc. and Kerry Smith. (1)
|
|
10.6
|
Offer
Letter dated June 13, 2006 memorializing the terms of Mr. George
Kynoch’s services as a non-executive director. (1)
|
|
10.7
|
Offer
Letter dated June 13, 2006 memorializing the terms of
Mr. Quentin Colin Maxwell Solt’s services as a non-executive
director. (1)
|
|
10.8
|
Sub-Sublease
dated January 30, 2009 by and between Oracle USA, Inc. and OCZ
Technology Group, Inc. for the property located in San Jose, California,
USA. (1)
|
|
10.9
|
Lease
dated April 21, 2005 by and between Buckgolf Inc., & Greengolf
Inc. and OCZ Technology Group, Inc. dated for the property located in
Markham, Ontario, Canada. (1)
|
|
10.10
|
English
translation of lease dated August 7, 2005 by and between Vrodest
Delft C.V. and OCZ Technology Group, Inc. for the property located in
Delft, The Netherlands. (1)
|
|
10.11
|
English
summary of lease for the property located in Taipei County, Taiwan. (1)
|
25
10.12
|
English
summary of lease for the property located in Lujhu Township, Taiwan. (1)
|
|
10.13
|
Form
of Indemnification Agreement for Directors and Officers of OCZ Technology
Group, Inc. (1)
|
|
10.14
|
Executive
Employment Agreement dated November 30, 2007 by and between OCZ
Technology Group, Inc. and Justin Shong. (1)
|
|
10.15
|
Loan
and Security Agreement dated July 2009 by and between OCZ Technology
Group, Inc. and Silicon Valley Bank. (1)
|
|
10.16
|
Sale
of Accounts and Security Agreement by and between OCZ Technology Group,
Inc. and Faunus Group International, Inc. dated July 6, 2009. (1)
|
|
10.17
|
Asset
Purchase Agreement dated August 31, 2009 by and between OCZ
Technology Group, Inc. and BCInet, Inc. (1)
|
|
10.18
|
Secured
Promissory Note, dated August 31, 2009, issued by BCInet, Inc. to OCZ
Technology Group, Inc. in the amount of $311,215. (1)
|
|
10.19
|
Secured
Promissory Note, dated August 31, 2009, issued by BCInet, Inc. to OCZ
Technology Group, Inc. in the amount of $170,000. (1)
|
|
10.20
|
Secured
Convertible Promissory Note, dated August 31, 2009, issued by BCInet,
Inc. to OCZ Technology Group, Inc. in the amount of $414,200. (1)
|
|
10.21
|
Series A
Preferred Stock Purchase Agreement dated August 31, 2009 by and
between BCInet, Inc. and OCZ Technology Group, Inc. (1)
|
|
10.22
|
Security
Agreement dated August 31, 2009 by and between BCI net, Inc. and OCZ
Technology Group, Inc. (2)
|
|
10.23
|
Confidential
Resignation and Consulting Agreement and General Release dated March 12,
2009 by and between OCZ Technology Group, Inc. and Arthur Knapp. (3)
|
|
10.24
|
Promissory
Note dated August 19, 2009 from OCZ Technology Group, Inc. to The Ryan
Petersen and Sarita Nuez Family Trust. (3)
|
|
10.25
|
Distribution
Agreement dated June 2009, by and between OCZ Technology Group, Inc. and
Bell Microproducts Canada. (5)
|
|
10.26
|
Securities
Purchase Agreement dated March 23, 2010 by and among OCZ Technology Group,
Inc. and the institutional and accredited investors listed therein (6)
|
|
10.27
|
Registration
Rights Agreement dated March 23, 2010 by and among OCZ Technology Group,
Inc. and the Purchasers (as defined therein). (6)
|
|
10.28
|
Form
of Warrant for the institutional and accredited investors. (6)
|
|
10.29
|
Form
of Warrant for Placement Agent (as defined therein). (6)
|
|
10.30
|
Second
Amendment to the Loan and Security Agreement dated May 10, 2010 by and
between OCZ Technology Group, Inc. and Silicon Valley Bank. (8)
|
|
10.31
|
Offer
Letter dated December 30, 2009 memorializing the terms of Mr. Adam
Epstein’s services as a non-executive director. (9)
|
26
10.32
|
Offer
Letter dated December 30, 2009 memorializing the terms of Mr. Richard
L. Hunter’s services as a non-executive director. (9)
|
|
10.33
|
Offer
Letter dated December 30, 2009 memorializing the terms of Mr. Sunit
Saxena’s services as a non-executive director. (9)
|
|
10.34
|
Lease
Extension Agreement dated May 21, 2010 by and between Buckgolf Inc., &
Greengolf Inc. and OCZ Canada, Inc. for the property located in Markham,
Ontario, Canada. (9)
|
|
10.35
|
Lease
Accommodation Agreement dated May 31, 2010 by and between OCZ Technology
Group, Inc. and Beleggingsmaatschappij Marcel B.V. for the property
located in Waddinxveen, The Netherlands. (10)
|
|
16.1
|
Letter
regarding change in certifying accountants dated April 5, 2010 from
Horwath Clark Whitehill (now Crowe Clark Whitehill). (7)
|
|
21.1
|
Subsidiaries
of OCZ Technology Group, Inc. (1)
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm – Crowe Horwath LLP.
(12)
|
|
23.2
|
Consent
of Independent Registered Public Accounting Firm – Crowe Clark Whitehill,
LLP. (12)
|
|
23.3
|
Consent
of Mayer Brown LLP (included in Exhibit 5.1)
|
|
24.1
|
Power
of Attorney (included on signature
page)
|
|
(1)
|
Incorporated by reference to
exhibit of the same number to the Registrant’s Form 10 filed on September
30, 2009.
|
|
(2)
|
Incorporated by reference to
exhibit of the same number to the Registrant’s Form 10 filed on November
12, 2009.
|
|
(3)
|
Incorporated by reference to
exhibit of the same number to the Registrant’s Form 10 filed on December
4, 2009.
|
|
(4)
|
Incorporated by reference to
Exhibit 3.1 to the Registrant’s Form 10-Q filed on January 14,
2010.
|
|
(5)
|
Incorporated by reference to
Exhibit 99.2 to the Registrant’s Form 8-K filed on January 25,
2010.
|
|
(6)
|
Incorporated by reference
Registrant’s Form 8-K filed on March 26,
2010.
|
|
(7)
|
Incorporated by reference to
Exhibit 16.1 to the Registrant’s Form 8-K filed on April 8,
2010.
|
|
(8)
|
Incorporated by reference to
Exhibit 99.1 to the Registrant’s Form 8-K filed on May 11,
2010.
|
|
(9)
|
Incorporated by reference to
exhibit of the same number to the Registrant’s Form 10-K filed on May 20,
2010.
|
|
(10)
|
Incorporated by reference to
Exhibit 99.1 to the Registrant's Form 8-K filed on May 27,
2010.
|
|
(11)
|
Incorporated by reference to
Exhibits 10.1 and 10.2, respectively, to the Registrant's Form 8-K filed
on June 3, 2010.
|
|
(12)
|
Filed
herewith.
|
27