UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): November 11, 2008
Dot Hill Systems Corp.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-13317
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13-3460176 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 2200 Faraday Avenue, Suite 100, Carlsbad, CA
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92008 |
| (Address of principal executive offices)
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(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))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d) On November 11, 2008, our Board of Directors (the “Board”), upon the recommendation of the
Nominating and Corporate Governance Committee of the Board, appointed Thomas H. Marmen to the Board
effective November 11, 2008. Mr. Marmen was appointed to serve as a Class I director, continuing
in office until our 2009 annual meeting of stockholders and until such time as his successor is
duly elected and qualified or until his earlier death, resignation or removal.
Upon his election to the Board, Mr. Marmen 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. Marmen 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. Marmen is
also entitled to customary director fees and reimbursements.
Mr. Marmen has also entered into Dot Hill’s standard form of indemnity agreement. The indemnity
agreement provides, among other things, that we will indemnify Mr. Marmen, 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.
Mr. Marmen was also appointed as a member of the Compensation Committee of the Board. In addition,
Kimberly Alexy, a current director, was appointed chair of the Compensation Committee of the Board
and Richard Mejia, Jr., a current director, was appointed as a member of the Audit Committee of the
Board and the Nominating and Corporate Governance Committee of the Board.
A copy of the November 14, 2008 press release announcing Mr. Marmen’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.
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| Exhibit No. |
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Description |
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99.1
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Press release of Dot Hill Systems Corp. dated November 14, 2008. |