-----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, BRp75HHKwJtKSUiaQGW4QGPgJSoKSj7tBuYUmSugWmD/jnlKayWhARVpXhzka3uP e2NBFNc08l8auOi4qv1Q0w== 0000950134-06-011056.txt : 20060605 0000950134-06-011056.hdr.sgml : 20060605 20060605090030 ACCESSION NUMBER: 0000950134-06-011056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060602 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: 20060605 DATE AS OF CHANGE: 20060605 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: 06884829 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 a21134e8vk.htm FORM 8-K DATED JUNE 2, 2006 Dot Hill Systems Corp.
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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): June 2, 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.)
     
2200 Faraday Avenue, Suite 100, Carlsbad, CA   92008
(Address of principal executive offices)   (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 (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT 99.1


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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     Effective June 2, 2006, our Board of Directors appointed Roderick M. Sherwood, III as a director of Dot Hill Systems Corp. Mr. Sherwood was appointed to serve as a Class I director, continuing in office until our 2009 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. Mr. Sherwood was also appointed as Chairman of our Audit Committee.
     On June 2, 2006, under the terms of our 2005 Non-Employee Directors’ Plan, Mr. Sherwood received a grant of a non-qualified stock option to purchase 50,000 shares of Dot Hill’s common stock. Mr. Sherwood is also entitled to receive customary director and retainer fees and an annual non-qualified stock option to purchase 20,000 shares of Dot Hill’s common stock on each annual meeting of stockholders. Mr. Sherwood will also be entering into Dot Hill’s standard form of indemnity agreement.
     A copy of the June 5, 2006 press release announcing Mr. Sherwood’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
         
  99.1    
Press release of Dot Hill Systems Corp. dated June 5, 2006.

 


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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 hereunto duly authorized.
         
  DOT HILL SYSTEMS CORP.
 
 
  By:   /s/ Shad L. Burke    
    Shad L. Burke   
    Interim Chief Financial Officer, Vice President of Finance, Corporate Controller and Assistant Secretary   
 
Date: June 5, 2006

 


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INDEX TO EXHIBITS
         
  99.1    
Press release of Dot Hill Systems Corp. dated June 5, 2006.

 

EX-99.1 2 a21134exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
FOR IMMEDIATE RELEASE
     Contacts:
         
Shad Burke  
Kirsten Garvin
   
Interim Chief Financial Officer  
Director of Investor Relations
   
Tel: 760-931-5500  
Tel: 760-476-3811
   
Email: investors@dothill.com  
Email: kirsten.garvin@dothill.com
   
Roderick M. Sherwood, III Joins Dot Hill as Director
CARLSBAD, Calif. — June 5, 2006 — Dot Hill Systems Corp. (NASDAQ:HILL) announced today that Roderick M. Sherwood, III has been appointed to the Dot Hill board of directors.
Mr. Sherwood has served as chief financial officer, operations for The Gores Group, LLC, a private equity firm since 2005. Prior to joining the Gores Group, Mr. Sherwood was senior vice president and chief financial officer for Gateway, Inc. where he was responsible for corporate financial processes and controls, treasury activities and cost reduction programs. He was also integrally involved in the company’s acquisition of eMachines. Mr. Sherwood has over 25 years experience in successful financial and operations capacities for companies such as Chrysler Corporation, Opsware, Inc. (formerly Loudcloud, Inc.) and Hughes Electronics Corporation. Mr. Sherwood received his MBA from Harvard Graduate School of Business and holds an Honors Bachelor of Arts Degree, with Distinction, in Economics from Stanford University.
“We are delighted that Rod Sherwood has been appointed to the Dot Hill board of directors,” said Charles Christ, Dot Hill chairman. “With his impressive qualifications in the areas of finance and operations, we anticipate his contributions to the board and to the company as a whole will be invaluable.”
Mr. Sherwood’s appointment brings the total number of directors on the Dot Hill board to six, and the number of independent directors to four. Mr. Sherwood will also assume the role of chairman for the board’s Audit Committee.
“I look forward to contributing to the efforts of the Dot Hill board of directors,” said Mr. Sherwood. “It is exciting to be involved with an innovative technology company that is poised for success, and I am eager to participate in the strategic decisions that will enable the future growth of Dot Hill.”
Dot Hill is a 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 24 X 7 X 365 technical support, Dot Hill 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.
Dot Hill, the Dot Hill logo, SANnet, SANpath, SANscape, RIVA and RIO Xtreme are trademarks of Dot Hill Systems Corp. All other products and names mentioned herein are trademarks or registered trademarks of their respective owners.
Certain statements contained in this press release regarding matters that are not historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include the performance of Dot Hill stock as a result of Mr. Sherwood’s presence on the board of directors. The risks that contribute to the uncertain nature of the forward-looking statements include: unforeseen technological, intellectual property, supply or engineering issues and changing customer preferences. However, there are many other risks not listed here that may affect the future business 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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