Washington, D.C. 20549



Form 8-K



Current Report

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2012



Dot Hill Systems Corp.

(Exact name of registrant as specified in its charter)




Delaware   1-13317   13-3460176

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

1351 S. Sunset Street, Longmont, CO   80501
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (303) 845-3200

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 (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Material Definitive Agreement.

On May 15, 2012, we amended the Product Purchase Agreement (the “Amendment”) originally entered into with Hewlett-Packard Company (“HP”) on September 10, 2007. The Amendment provides that we will make a $2 million lump-sum cash payment and provide other concessions to HP in connection with resolving certain power supply issues.


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.



/s/ Hanif I. Jamal

  Hanif I. Jamal
  Senior Vice President, Chief Financial Officer and Secretary

Date: May 18, 2012