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): January 4, 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 |
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(Commission File Number)
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(I.R.S. Employer |
| incorporation)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On January 4, 2008, Dot Hill Systems Corp. (“Dot Hill”), amended the Product Purchase Agreement
(the “Amended PPA”), originally entered into with Hewlett-Packard Company (“HP”) on September 10,
2007, to allow for sales to additional divisions within HP. Dot Hill believes that as a result of
the Amended PPA, the scope and materiality of the relationship between Dot Hill and HP will
significantly increase. Under the Amended PPA, HP will purchase private-label RAID storage arrays
from Dot Hill for resale to HP customers. The Amended PPA does not contain any minimum purchase
commitments by HP. The Amended PPA’s term was increased to five years from one year. Dot Hill
announced the Amended PPA in the press release attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On January 7, 2008, Dot Hill announced certain expected financial results for the fourth quarter
ended December 31, 2007 in the press release attached hereto as Exhibit 99.1 and incorporated
herein by reference.
The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by
reference into any registration statement or other document pursuant to the Securities Act of 1933,
as amended.
Item 3.02 Unregistered Sales of Equity Securities.
On January 4, 2008 in connection with the Amended PPA, Dot Hill issued a warrant to HP to purchase
1,602,489 shares of Dot Hill’s common stock at an exercise price of $2.40 per share (the
“Warrant”). The Warrant is exercisable for a period of five years from the date of issuance. Dot
Hill relied on the exemption from registration contained in Section 4(2) of the Securities Act of
1933, as amended, and Regulation D, Rule 506 thereunder, for the issuance of the Warrant in
consideration of the Amended PPA. The foregoing description of the Warrant is qualified in its
entirety by reference to the Warrant, which attached hereto as Exhibit 4.10 and incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Exhibit Description |
4.10
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Warrant to Purchase Shares of Common Stock dated January 4, 2008 |
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99.1
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Press Release of Dot Hill Systems Corp. dated January 7, 2008 |