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EX-99.1 - EX-99.1 - Violin Memory Inc | d216308dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 22, 2016
VIOLIN MEMORY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-36069 | 20-3940944 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
4555 Great America Parkway, Santa Clara, California |
95054 | |||
(Address of principal executive offices) | (Zip Code) |
(650) 396-1500
(Registrants telephone number, including area code)
(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:
¨ | 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 8.01 | Other Events. |
On May 17, 2016, Violin Memory, Inc. (Violin) filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the Definitive Proxy Statement) in connection with Violins 2016 annual meeting of stockholders to be conducted on June 30, 2016 (the Annual Meeting). The Definitive Proxy Statement is incorporated herein by reference. The Definitive Proxy Statement includes, among other things, proposals for approval by Violins stockholders of:
An amendment of Violins Amended and Restated Certificate of Incorporation to: effect a reverse stock split of Violins common stock (the Reverse Stock Split) at a ratio of between 1-for-2 (1:2) and 1-for-10 (1:10) to be determined by Violins Board of Directors (Board) and to be effected at the sole discretion of the Board at any time within forty-five days of the Annual Meeting; and authorize any other action deemed by the Board to be necessary in connection with the Reverse Stock Split, all without further approval or authorization by Violins stockholders; and
An amendment of Violins Amended and Restated Certificate of Incorporation, as amended, to reduce the number of authorized shares of common stock from 1,000,000,000 to 250,000,000 (on a post-split basis), if and when the Reverse Stock Split is effected (the Authorized Share Reduction).
On June 22, 2016, the Board determined the Reverse Stock Split ratio to be 1-for-4, subject to approval by Violins stockholders of the Reverse Stock Split and the Authorized Share Reduction. If the Reverse Stock Split and the Authorized Share Reduction are approved by Violins stockholders, each four shares of Violins issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, subject to the terms of the reverse stock split set forth in Violins proxy materials. In addition, the authorized shares of common stock of Violin Memory will be reduced from 1.0 billion to 250 million. If the reverse stock split proposal is approved by Violins stockholders, the reverse stock split and the authorized share reduction will be effective on, and the first day of post-split trading on the New York Stock Exchange will be, July 6, 2016.
On June 24, 2016 Violin issued, pursuant to Section 202.06 of the New York Stock Exchange Listed Company Manual, a public announcement of the Reverse Stock Split ratio, subject to approval by Violins stockholders of the Reverse Stock Split and the Authorized Share Reduction. The public announcement is Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
EXHIBIT |
DESCRIPTION | |
99.1 | Public Announcement Violin Memory, Inc. issued June 24, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Violin Memory, Inc. | ||||||
Date: June 24, 2016 | By: | /s/ Cory J. Sindelar | ||||
Cory J. Sindelar, Chief Financial Officer |
EXHIBIT INDEX
EXHIBIT |
DESCRIPTION | |
99.1 | Public Announcement of Violin Memory, Inc. issued June 24, 2016. |