-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C16TiFoiWBCtcQ6pnxUQ3lFbLRKLbh3uh7gaStSb2aPjvC488PvZF8Lq3eB4v7P+ UzXo95RwFZRTfvq2XMfKLw== 0000936392-06-000222.txt : 20060316 0000936392-06-000222.hdr.sgml : 20060316 20060316161054 ACCESSION NUMBER: 0000936392-06-000222 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060313 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20060316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOT HILL SYSTEMS CORP CENTRAL INDEX KEY: 0001042783 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 133460176 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13317 FILM NUMBER: 06692116 BUSINESS ADDRESS: STREET 1: 6305 EL CAMINO REAL CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: 2129894455 MAIL ADDRESS: STREET 1: 6305 EL CAMINO REAL CITY: CARLSBAD STATE: CA ZIP: 92009 FORMER COMPANY: FORMER CONFORMED NAME: BOX HILL SYSTEMS CORP DATE OF NAME CHANGE: 19970722 8-K 1 a18698e8vk.htm FORM 8-K e8vk
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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): March 13, 2006
 
Dot Hill Systems Corp.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation)
  1-13317
(Commission File Number)
  13-3460176
(I.R.S. Employer
Identification No.)
         
6305 El Camino Real, Carlsbad, California
(Address of principal executive offices)
  92009
(Zip Code)
Registrant’s telephone number, including area code: (760) 931-5500
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 3.01 Notice of delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1


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Item 3.01 Notice of delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
     (b) On March 13, 2006, we notified the NASDAQ National Market that we were in noncompliance with NASD Marketplace Rule 4350(d)(2)(A) due to the passing of Norman Farquhar, a director of Dot Hill. Rule 4350(d)(2)(A) requires an issuer to, among other things, have an audit committee comprised of at least three independent directors, one of whom must be a financial expert. Mr. Farquhar was the third independent director and the financial expert on our audit committee. Pursuant to NASD Marketplace Rule 4350(d)(4)(B), we have until our next annual stockholders meeting to cure our failure to comply with the requirements in Rule 4350(d)(2)(A). We will begin a search to fill the vacancy created by Mr. Farquhar’s death as soon as reasonably practicable.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     On March 13, 2006, we learned that Norman Farquhar, a director of Dot Hill, had passed away.
     Also on March 13, 2006, Preston Romm notified us that he will resign as our Chief Financial Officer, effective March 24, 2006.
     On March 16, 2006, Shad Burke, age 32, was appointed as our Chief Financial Officer, effective March 24, 2006, on an interim basis until such time as we identify an appropriate candidate to fill the Chief Financial Officer position on a permanent basis. Mr. Burke was also appointed as our Vice President of Finance and Corporate Controller and Assistant Secretary and has served as our Corporate Controller since July 2005. From April 2004 to July 2005, Mr. Burke held the position of corporate controller at PeopleSupport, Inc., a business process outsourcer. From July 2002 to April 2004, he was a senior manager in the assurance practice of the Los Angeles office of Deloitte & Touche, a public accounting firm. From September 1995 to July 2002, Mr. Burke held various assurance positions with Arthur Anderson, a public accounting firm. Mr. Burke received a degree in business economics from University of California, Santa Barbara and is a C.P.A.
     A copy of the March 16, 2006 press release announcing Mr. Romm’s resignation and Mr. Burke’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1      Press release of Dot Hill Systems Corp. dated March 16, 2006.

 


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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.
         
  DOT HILL SYSTEMS CORP.
 
 
Date: March 16, 2006  By:   /s/ Preston Romm    
    Preston Romm   
    Chief Financial Officer, Vice President,
Finance, Secretary and Treasurer
 
 

 


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INDEX TO EXHIBITS
     
Exhibit No.   Description
99.1
  Press release of Dot Hill Systems Corp. dated March 16, 2006.

 

EX-99.1 2 a18698exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
Contact:
Kirsten Garvin
Director of Investor Relations
Tel: 760-476-3811
Email: kirsten.garvin@dothill.com
Dot Hill Announces Resignation of Preston Romm, CFO
CARLSBAD, Calif. — March 16, 2006 — Dot Hill Systems Corp. (NASDAQ:HILL) today announced that its chief financial officer, Preston S. Romm will resign from his position with the company, effective March 24, 2006 to pursue another opportunity.
“Preston has been an important part of Dot Hill’s accomplishments during his tenure with the company over the last nearly seven years,” said Dana Kammersgard, Dot Hill’s president and chief executive officer. “He has helped to set the framework for the company’s future and we wish him success with his new opportunity.
“We have accomplished much in the past year from implementing a new enterprise resource planning software package, moving our corporate facilities, augmenting our leadership and accounting resources and achieving a clean internal control opinion with no material weaknesses as evidenced in our Form10-K filing with the Securities and Exchange Commission. In all, we have an extremely capable and dedicated finance team which will help grow the company as we execute on all of the opportunities that lie ahead. Shad Burke, our vice president of finance and corporate controller will be acting CFO on an interim basis as we seek to fill this position with a world-class candidate.”
Dot Hill is the market leader in providing flexible storage offerings and responsive service and support to OEMs and system integrators, from engagement through end of life. Founded in 1984, Dot Hill has more than two decades of expertise in developing high-quality, competitively priced storage products. Focused on delivering global 24x7x365 technical support, the company has more than 100,000 systems in use worldwide and numerous OEM and indirect partners. With its patented technology and award-winning SANnet® II and RIO Xtreme™ families of storage and its Dot Hill Storage Services, Dot Hill makes storage easy. Headquartered in Carlsbad, Calif., Dot Hill has offices in China, Germany, Israel, Japan, Netherlands, United Kingdom and the United States. More information is available at www.dothill.com.
Certain statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding Dot Hill’s position for growth and as a leader in the storage industry and its ability to deliver new products and attract new customers. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The risks that contribute to the uncertain nature of the forward-looking statements include: the extremely competitive nature of the industry in which the company operates; increasing cost pressures; the company’s reliance on a limited number of key customers and suppliers; the company’s ability to manage growth and attract and retain talented personnel; changing customer preferences in the Open Systems computing market; and other unforeseen supply, technological, intellectual property or engineering issues. However, there are many other risks not listed here that may affect the future business and financial results of Dot Hill, as well as the forward-looking statements contained herein. To learn about such risks and uncertainties, you should read the risk factors set forth in Dot Hill’s public filings with the SEC, including the Forms 10-K and 10-Q most recently filed by Dot Hill. All forward-looking statements contained in this press release speak only as of the date on which they were made. Dot Hill undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
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