-----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, JbJt5/VsUqzdJGSBQR76r+z/GeT8c42pDQB/cEFuLeK2epzncyzgg8NzXrJ7Uyyu 0kaVKzfQAJX7RNzKdwa2QQ== 0000950134-08-016973.txt : 20080923 0000950134-08-016973.hdr.sgml : 20080923 20080923060112 ACCESSION NUMBER: 0000950134-08-016973 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080917 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: 20080923 DATE AS OF CHANGE: 20080923 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13317 FILM NUMBER: 081083460 BUSINESS ADDRESS: STREET 1: 2200 FARADAY AVENUE STREET 2: SUITE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 760-931-5500 MAIL ADDRESS: STREET 1: 2200 FARADAY AVENUE STREET 2: SUITE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: BOX HILL SYSTEMS CORP DATE OF NAME CHANGE: 19970722 8-K 1 a43905e8vk.htm FORM 8-K e8vk
 
 
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): September 17, 2008
 
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
(Address of principal executive offices)
  92008
(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):
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))
 
 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective September 17, 2008, our Board of Directors (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Richard Mejia, Jr., to the Board. Mr. Mejia will serve as a Class III director, continuing in office until our 2011 annual meeting of stockholders and until such time as his successor is duly elected and qualified or until his earlier death, resignation or removal. Mr. Mejia was appointed by the Board to fill the vacancy caused by the expiration of the term of W.R. Sauey at the Company’s 2008 annual meeting of stockholders.
Upon his appointment, Mr. Mejia received an automatic initial grant of a non-qualified stock option to purchase 50,000 shares of our common stock (the “Initial Grant”), pursuant to the terms of our 2000 Amended and Restated Non-Employee Directors’ Stock Option Plan. The shares of common stock subject to the Initial Grant vest over a period of four years, with 25% of the shares vesting 12 months after the date of grant and the balance of the shares vesting in equal monthly installments over the remaining three-year period. Subject to his continued service as a director, Mr. Mejia will also be entitled to receive an automatic fully-vested non-qualified stock option to purchase 20,000 shares of our common stock on each annual meeting of stockholders. Mr. Mejia is also entitled to customary director fees and reimbursements.
Mr. Mejia has also entered into Dot Hill’s standard form of indemnity agreement. The indemnity agreement provides, among other things, that we will indemnify Mr. Mejia, under the circumstances and to the extent provided for therein, for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his service to Dot Hill as a director, and otherwise to the fullest extent under applicable law.
A copy of the September 22, 2008 press release announcing Mr. Mejia’s appointment to the Board is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)   Exhibits.
     
Exhibit No.   Description
 
   
99.1
  Press release of Dot Hill Systems Corp. dated September 22, 2008.

 


 

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.
 
 
  By:   /s/ Hanif I. Jamal   
    Hanif I. Jamal   
    Senior Vice President, Chief Financial
Officer and Secretary
 
 
 
Date: September 23, 2008

 


 

Exhibit Index
     
Exhibit No.   Description
 
   
99.1
  Press release of Dot Hill Systems Corp. dated September 22, 2008.

 

EX-99.1 2 a43905exv99w1.htm EXHIBIT 99.1 exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Hanif Jamal
Chief Financial Officer
Tel: 760-931-5500
investors@dothill.com
Richard Mejia, Jr. Joins Dot Hill as Director
CARLSBAD, Calif. — September 22, 2008 — Dot Hill Systems Corp. (NASDAQ:HILL) announced today that Richard Mejia, Jr. has been appointed to the Dot Hill board of directors, effective September 17, 2008.
In July 2008, Mr. Mejia retired from the San Diego office of Ernst & Young, LLP after 38 years of service where he served as partner for the last 25 years. During his 20 years in San Diego, his focus was on technology and life sciences companies. He has extensive experience with initial public offerings, secondary offerings and private and public debt financings. He has also worked closely with public company boards in implementing corporate governance initiatives and compliance requirements.
“We are very pleased that Richard Mejia has been appointed to the Dot Hill board of directors,” said Charles Christ, Dot Hill chairman. “His vast experience working with a myriad of public companies and his impressive qualifications in the areas of public accounting and corporate governance will certainly augment the board’s current composition. We anticipate his contributions to the board and to the company as a whole will be invaluable.”
Mr. Mejia’s appointment brings the total number of directors on the Dot Hill board to six, and the number of independent directors to five.
About Dot Hill Systems Corp.
Delivering innovative technology and global support, Dot Hill (NASDAQ:HILL) empowers the OEM community to bring unique storage solutions to market, quickly, easily and cost-effectively. Offering high performance and industry-leading uptime, Dot Hill’s RAID technology is the foundation for best-in-class storage solutions offering enterprise-class security, availability and data protection. The company’s products are in use today by the world’s leading service and equipment providers, common carriers, advanced technology and telecommunications companies as well as government agencies. Dot Hill solutions are certified to meet rigorous industry standards and military specifications, as well as RoHS and WEEE international environmental standards. Headquartered in Carlsbad, Calif., Dot Hill has offices and/or representatives in China, Germany, Japan, United Kingdom and the United States. For more information, visit us at http://www.dothill.com/.

 


 

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 statements regarding the contributions of Mr. Mejia to Dot Hill’s strategic initiatives and the future success of Dot Hill. 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 8-K, 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.
###

 

-----END PRIVACY-ENHANCED MESSAGE-----