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): June 17, 2014
CROSSROADS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15331 | 74-2846643 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
11000 North Mo-Pac Expressway
Austin, Texas 78759
(Address of principal executive offices)
(512) 349-0300
Registrant’s telephone number, including area code)
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 June 17, 2014, Lone Star Value Investors, LP entered into a stock purchase plan (the “Purchase Plan”) pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Pursuant to the Purchase Plan, shares of common stock of Crossroads Systems, Inc. (the “Company”) would be periodically purchased on behalf of Lone Star Value Investors, LP as described below. Jeffrey E. Eberwein, Chairman of the Board of the Company, is the founder of Lone Star Value Investors, LP, and may be deemed to beneficially own shares of the Company’s common stock purchased or held by Lone Star Value Investors, LP.
The Purchase Plan becomes effective on June 27, 2014 and will terminate on June 30, 2015, unless earlier terminated in accordance with its terms. Under the Purchase Plan, a broker dealer will make periodic purchases of the Company’s common stock at prevailing market prices, subject to price thresholds specified in the plan, daily maximum share purchase amounts, and a maximum aggregate amount of share purchases over the life of the Purchase Plan. Transactions under the Purchase Plan will be reported to the Securities and Exchange Commission where required by applicable securities laws, rules and regulations.
The Purchase Plan is intended to comply with the Company’s insider trading policy and the guidelines specified in Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended, which permit an officer, director or employee who is not then in possession of material non-public information to enter into a pre-arranged plan for buying or selling Company stock under specified conditions and at specified times.
The Company does not undertake to report Rule 10b5-1 plans that may be adopted by any directors, officers or other employees in the future, or to report any modifications or termination of any publicly announced trading plan, except to the extent required by law.
Prior to the adoption of the Purchase Plan, Lone Star Value Investors, LP provided the Company with an exemption request under the Company’s Tax Benefit Preservation Plan (“Rights Plan”) to allow Lone Star Value Investors, LP to acquire additional shares of the Company’s common stock pursuant to the Purchase Plan without becoming an Acquiring Person (as defined in the Rights Plan). On June 17, 2014 the disinterested members of the Board granted the exemption request.
SIGNATURE
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.
| CROSSROADS SYSTEMS, INC. | ||
| Date: June 18, 2014 | By: | /s/ Jennifer Crane |
| Name: Jennifer Crane | ||
| Title: Chief Financial Officer | ||