0001321711-11-000045.txt : 20110902 0001321711-11-000045.hdr.sgml : 20110902 20110902162038 ACCESSION NUMBER: 0001321711-11-000045 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110902 DATE AS OF CHANGE: 20110902 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCZ TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0001355128 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85403 FILM NUMBER: 111073859 BUSINESS ADDRESS: STREET 1: 6373 SAN IGNACIO AVENUE CITY: SAN JOSE, STATE: CA ZIP: 95119-1200 BUSINESS PHONE: 408-733-8400 MAIL ADDRESS: STREET 1: 6373 SAN IGNACIO AVENUE CITY: SAN JOSE, STATE: CA ZIP: 95119-1200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Empire Capital Management, L.L.C. CENTRAL INDEX KEY: 0001321711 IRS NUMBER: 133888075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 203-454-1019 MAIL ADDRESS: STREET 1: 1 GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G 1 sc13g-ocz083111.htm sc13g-ocz083111.htm
FORM SC 13G

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
 
Amendment No.__
 
OCZ TECHNOLOGY GROUP
(Name of Issuer)
 
Common Stock, $0.0025 par value per share
(Title of Class of Securities)
 
67086E303
(CUSIP Number)
 
August 29, 2011
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 9 Pages)

______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
 
 
CUSIP No. 67086E303
13G
 Page 2 of 9
     
1
NAMES OF REPORTING PERSONS
Empire Capital Management, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
2,500,000 Shares of Common Stock
   550,000 Shares of Common Stock underlying Call Options
   450,000 Shares of Common Stock underlying Warrants
 
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,500,000 Shares of Common Stock
   550,000 Shares of Common Stock underlying Call Options
   450,000 Shares of Common Stock underlying Warrants
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 Shares of Common Stock
   550,000 Shares of Common Stock underlying Call Options
   450,000 Shares of Common Stock underlying Warrants
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12
TYPE OF REPORTING PERSON
OO

 
 
 
 
 

    CUSIP No. 67086E303
  13G
  Page 3 of 9
 
1
NAMES OF REPORTING PERSONS
Scott A. Fine
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
2,500,000 Shares of Common Stock
   550,000 Shares of Common Stock underlying Call Options
   450,000 Shares of Common Stock underlying Warrants
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
2,500,000 Shares of Common Stock
   550,000 Shares of Common Stock underlying Call Options
   450,000 Shares of Common Stock underlying Warrants
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 Shares of Common Stock
   550,000 Shares of Common Stock underlying Call Options
   450,000 Shares of Common Stock underlying Warrants
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12
TYPE OF REPORTING PERSON
IN

 
 
 
 
    CUSIP No. 67086E303
  13G
  Page 4 of 9
 

1
NAMES OF REPORTING PERSONS
Peter J. Richards
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
2,500,000 Shares of Common Stock
   550,000 Shares of Common Stock underlying Call Options
   450,000 Shares of Common Stock underlying Warrants
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
2,500,000 Shares of Common Stock
   550,000 Shares of Common Stock underlying Call Options
   450,000 Shares of Common Stock underlying Warrants
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 Shares of Common Stock
   550,000 Shares of Common Stock underlying Call Options
   450,000 Shares of Common Stock underlying Warrants
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.7%
12
TYPE OF REPORTING PERSON
IN

 
 
 
    CUSIP No. 67086E303
  13G
  Page 5 of 9
 


 
This statement on Schedule 13G (the "Schedule 13G") relates to the Common Stock (as defined below) of the Company (as defined below).
   
Item 1 (a).
NAME OF ISSUER.
   
 
The name of the issuer is OCZ TECHNOLOGY GROUP (the "Company").

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 
The Company's principal executive offices are located at 6373 San Ignacio Avenue, San Jose, CA  95119-1200.

Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by:
   
 
(i)
Empire Capital Management, LLC, a Delaware limited liability company ("Empire Management") with respect to the shares of Common Stock directly held by certain funds to which Empire Management serves as investment manager (the “Empire Funds”);
 
 
(ii)
Mr. Scott A. Fine ("Mr. Fine"), with respect to the shares of Common Stock directly held by the Empire Funds.  Mr. Fine disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities pursuant to Section 13 of the Act; and 
 
 
(iii)
Mr. Peter J. Richards ("Mr. Richards"), with respect to the shares of Common Stock directly held by the Empire Funds.  Mr. Richards disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities pursuant to Section 13 of the Act.
 
     
     
   
 
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
Empire Management serves as the investment manager to and has investment discretion over the securities held by the Empire Funds.  Mr. Fine and Mr. Richards are the only Managing Members of Empire Management.
 
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person.

 
 
 
 
 
    CUSIP No. 67086E303
  13G
  Page 6 of 9
 

 
Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of each of the Reporting Persons is 1 Gorham Island, Suite 201, Westport, CT 06880.

Item 2(c).
CITIZENSHIP:

 
Empire Management is a limited liability company organized under the laws of the State of Delaware. Messrs. Fine and Richards are each a United States citizen.
 

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common stock, $0.0025 par value per share (the "Common Stock").

Item 2(e).
CUSIP NUMBER:
 
 67086E303
   

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
¨
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)
¨
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
¨
Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
¨
Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
 
(h)
¨
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
¨
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
 
(j)
¨
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:
   

 
 
 
 
 
 
    CUSIP No. 67086E303
  13G
  Page 7 of 9
 

    
Item 4.
OWNERSHIP.

   
The percentages set forth in this Schedule 13G are calculated based upon 51,724,945 shares of Common Stock issued and outstanding, which is the number of shares of Common Stock issued and outstanding as of August 9, 2011 as reported by the Company in its Schedule 14A filed on August 18, 2011, plus the 450,000 Shares of Common Stock underlying certain warrants deemed to be outstanding pursuant to Rule 13d-3(1)(i) because such shares may be obtained and beneficially owned upon the exercise (within sixty days) of derivative securities currently owned by the Reporting Persons.
 
The information as of the filing date required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
 
 

Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Not applicable.

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Note applicable.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable.
 
 
 
 

 
 
 
 
 
 
    CUSIP No. 67086E303
  13G
  Page 8 of 9
 

 
Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  September 2, 2011

     
     
By:
/s/ Scott A. Fine
    
Name:           Scott. A. Fine
    
Title:          Individually, and as Managing Member of Empire Capital Management, L.L.C.
    
     
     
                         /s/ Peter J. Richards
    
Name:           Peter J. Richards
    
Title:           Individually, and as Managing Member of Empire Capital Management, L.L.C.
    
     


 
 
 
 
 
 
 
    CUSIP No. 67086E303
  13G
  Page 9 of 9
 

 
 
EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
DATED:  September 2, 2011

     
     
By:
/s/ Scott A. Fine
    
Name:           Scott. A. Fine
    
Title:           Individually, and as Managing Member of Empire Capital Management, L.L.C.
    
     
     
                        /s/ Peter J. Richards
    
Name:           Peter J. Richards
    
Title:           Individually, and as Managing Member of Empire Capital Management, L.L.C.