UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2013

OCZ TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

6373 San Ignacio Avenue

San Jose, California 95119

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 733-8400

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):

Item 1.01 Entry into a Material Definitive Agreement.

On December 2, 2013 OCZ Technology Group, Inc. (“OCZ” ) entered into an Asset Purchase Agreement (the “Agreement”) with Toshiba Corporation., a Japanese company (“Toshiba”), whereby the Company would sell to Toshiba, and Toshiba would purchase and acquire from OCZ, certain assets of OCZ and of certain of its wholly-owned subsidiaries (the “Acquired Subsidiaries”). The transaction will be subject to Sections 105, 363 and 365 of Chapter 11 of Title 11 of the United States Code, including a marketing process. The Agreement includes certain customary representations and warranties and covenants. The Agreement also provides for a $1,050,000 break-up fee payable to Toshiba in certain events, as well the reimbursement of Toshiba’s expenses (up to $750,000) in certain instances.

The Agreement provides for consideration to be paid by Toshiba in the form of assumption of obligations and payment in cash to the Company of an aggregate of $35,000,000, less (x) the amount of debtor-in-possession financing provided by Toshiba to the company (approximately $23,500,000) and (y) the amount of liabilities as of the closing date of the Acquired Subsidiaries in excess of $500,000 (excluding cash and cash equivalents) over the aggregate amount of liabilities reflected on the balance sheet for such Acquired Subsidiary as of October 31, 2013 (in each case excluding intercompany liabilities).

The transaction is subject to certain closing conditions, including:

Item 1.03 Bankruptcy or Receivership.

On December 2, 2013 OCZ and its wholly-owned domestic subsidiaries, (together with OCZ the “Debtors”) filed voluntary petitions (the “Chapter 11 Petitions”) for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Their Chapter 11 cases are jointly administered under the lead case, captioned as In re OCZ Technology Group, Inc. et al., Case No. 13-13126. The Debtors will continue to manage their properties and operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. The Debtors’ direct and indirect subsidiaries in other jurisdictions are not included in the U.S. bankruptcy filings and no bankruptcy, insolvency, or similar proceedings have been initiated with respect to any other subsidiaries.

On December 2, 2013, OCZ issued a press release relating to the foregoing matters, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

Date: December 6, 2013

EXHIBIT INDEX