8-K 1 d545638d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2013




(Exact name of registrant as specified in its charter)




Delaware   1-34650   04-3651093

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

6373 San Ignacio Avenue

San Jose, California 95119

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 733-8400

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):


¨ 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 May 28, 2013, OCZ Technology Group, Inc. (the “Company”) was notified that the NASDAQ Listing Qualifications Panel (the “Panel”) had granted the Company’s request to remain listed on The NASDAQ Stock Market, subject to the condition that the Company is current in the filing of its periodic reports with the Securities and Exchange Commission by September 16, 2013. The Company is required to promptly notify NASDAQ of significant events that occur during the exception period. The Panel reserves the right to reconsider the terms of the exception if it believes that the continued listing of the Company’s common stock on The NASDAQ Stock Market is inadvisable or unwarranted.

As previously reported, the Company has not yet filed its Forms 10-Q for the fiscal quarters ended August 31, 2012 and November 30, 2012 or its Form 10-K for the fiscal year ended February 28, 2013, or the restatement of its financial statements included in its Form 10-K for the fiscal year ended February 29, 2012 and its Form 10-Q for the fiscal quarter ended May 31, 2012 with the SEC, as required.

The Company issued a press release on May 28, 2013, disclosing the receipt of the letter from NASDAQ. A copy of the press release is filed herewith as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits.

A list of exhibits filed herewith is contained on the Exhibit Index which immediately follows the signature page of this Form 8-K and is incorporated herein by reference.


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 thereunto duly authorized.



/s/ Rafael Torres


Rafael Torres

Chief Financial Officer

Date: May 29, 2013







99.1    Press release issued by OCZ Technology Group, Inc. on May 28, 2013.