Attached files
| file | filename |
|---|---|
| EX-4.3 - FORM OF WARRANT FOR INVESTORS - ZCO LIQUIDATING Corp | v178704_ex4-3.htm |
| EX-4.2 - FORM OF REGISTRATION RIGHTS AGREEMENT - ZCO LIQUIDATING Corp | v178704_ex4-2.htm |
| EX-4.1 - FORM OF SECURITIES PURCHASE AGREEMENT - ZCO LIQUIDATING Corp | v178704_ex4-1.htm |
| EX-99.1 - PRESS RELEASE OF OCZ TECHNOLOGY GROUP, INC. DATED MARCH 24, 2010 - ZCO LIQUIDATING Corp | v178704_ex99-1.htm |
| EX-4.4 - FORM OF WARRANT FOR PLACEMENT AGENT - ZCO LIQUIDATING Corp | v178704_ex4-4.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
March
23, 2010
Date
of Report (Date of earliest event reported)
OCZ
TECHNOLOGY GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
000-53633
(Commission
File Number)
|
04-3651093
(IRS
Employer Identification Number)
|
|
6373
San Ignacio Avenue, San Jose, CA
(Address
of principal executive offices)
|
95119
(Zip
Code)
|
6373 San
Ignacio Avenue, San Jose, CA 95119
(Mailing
Address)
(408)
733-8400
(Registrant’s
telephone number, including area code)
N/A
(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.
|
The
information contained in Item 3.02 below is incorporated by reference
herein.
|
Item
3.02
|
Unregistered
Sales of Equity Securities.
|
On March
23, 2010, OCZ Technology Group, Inc., a Delaware corporation (“OCZ”),
consummated a private placement of 5,151,662 shares of its common stock at $3.00
per share under the terms and conditions of a Securities Purchase Agreement,
dated March 23, 2010, between OCZ and each of several institutional and
accredited individual investors listed therein (the “Purchase
Agreement”). OCZ received gross proceeds of approximately
$15.45 million. The investors also received warrants to purchase up
to an aggregate of 2,575,831 shares of common stock at an exercise price of
$5.25 per share (the “Purchase
Warrants”). The warrants were exercisable upon issuance, will
expire on March 23, 2015 and may be exercised by the holders on a cashless
basis. Among other terms, the warrants provide for certain
anti-dilution provisions and, in the event of a change-in-control, the holders
may elect to receive a cash payment equal to the value of the warrants at such
time based on a Black-Scholes option pricing model.
OCZ sold
the shares and issued the warrants without registration under the Securities Act
of 1933, as amended (the “Act”), or
state securities laws, in reliance on the exemptions provided by Section 4(2) of
the Act and/or Regulation D promulgated thereunder and in reliance on similar
exemptions under applicable state securities laws. OCZ has agreed,
under a Registration Rights Agreement between OCZ and each of the investors (the
“Registration
Agreement”), to file a registration statement with the Securities and
Exchange Commission covering the shares of common stock sold to the investors
and the shares of common stock underlying the Purchase Warrants on or prior to
May 21, 2010.
In
connection with the offering, OCZ paid a placement agent commission of $1.08
million in cash and 4,000 shares of common stock. In addition, OCZ
issued a warrant (the “Placement Agent
Warrant”) under which the placement agent has both the right to purchase
up to 154,440 shares of common stock at an exercise price of $3.00 per share,
and at the time of such exercise, receive a subsequent warrant to purchase
proportionate number of shares of an aggregate of 77,275 shares of common stock
at an exercise price of $5.25 per share. Although the former warrant
is exercisable upon issuance, the latter warrant is not to be issued, and
therefore may not be exercised, unless and until the former warrant has been
exercised. The Placement Agent Warrant and any subsequent warrant (if
and when issued) are exercisable until March 23, 2015 and may be exercised on a
cashless basis.
The
foregoing description of the Purchase Agreement, the Purchase Warrants, the
Registration Agreement and the Placement Agent Warrant are qualified in their
entirety by the full text of such documents which are filed as Exhibits 4.1,
4.2, 4.3 and 4.4, respectively, to this report and incorporated by reference
into this Item 3.02.
|
Item
8.01
|
Other
Events.
|
On March
24, 2010, OCZ issued a press release disclosing the private placement of its
shares, a copy of which is attached hereto as Exhibit 99.1, and is furnished but
not filed with this Current Report on Form 8-K.
The
information contained in this Current Report on Form 8-K about the private
placement, including within the exhibits, does not constitute an offer to sell
or solicitation of offers to buy the shares or any other
securities.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits.
|
The
exhibits required to be filed as a part of this Current Report on Form 8-K are
listed in the Exhibit Index attached hereto and incorporated herein by
reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
OCZ
TECHNOLOGY GROUP, INC.
|
|||
|
By:
|
/s/ Kerry T.
Smith
|
||
|
Kerry
T. Smith
|
|||
|
Chief
Financial Officer
|
|||
Date: March
26, 2010
EXHIBIT
INDEX
|
Exhibit
No.
|
Document
Description
|
|
|
4.1
|
Form
of Securities Purchase Agreement
|
|
|
4.2
|
Form
of Registration Rights Agreement
|
|
|
4.3
|
Form
of Warrant for Investors
|
|
|
4.4
|
Form
of Warrant for Placement Agent
|
|
|
99.1
|
Press
Release of OCZ Technology Group, Inc. dated March 24,
2010
|