0001144204-15-045876.txt : 20150817 0001144204-15-045876.hdr.sgml : 20150817 20150803172313 ACCESSION NUMBER: 0001144204-15-045876 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150803 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150803 DATE AS OF CHANGE: 20150803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROSSROADS SYSTEMS INC CENTRAL INDEX KEY: 0001093207 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 742846643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15331 FILM NUMBER: 151023331 BUSINESS ADDRESS: STREET 1: 11000 NORTH MOPAC EXPRESSWAY CITY: AUSTIN STATE: TX ZIP: 78759 BUSINESS PHONE: 5123490300 MAIL ADDRESS: STREET 1: 11000 NORTH MOPAC EXPRESSWAY STREET 2: . CITY: AUSTIN STATE: TX ZIP: 78759 8-K 1 v416992_8k.htm FORM 8-K


 

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): August 3, 2015

 

Crossroads Systems, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   001-15331   74-2846643
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

 

11000 North MoPac Expressway #150, Austin, Texas   78759
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (512) 349-0300

 

 
(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 follow provisions:

 

¨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 August 3, 2015, Crossroads Systems, Inc. (the “Company”) issued a press release announcing the completion of its rights offering, which expired at 5:00 p.m., Eastern Time, on July 28, 2015. The Company received subscriptions and oversubscriptions for a total of 4,479,998 shares, representing approximately 39.8% of the 11,263,184 shares offered, prior to the application of the NOL Protection Mechanics described in the prospectus. After application of the NOL Protection Mechanics, a total of 3,933,879 shares were accepted, representing approximately 34.9% of the shares offered, for aggregate gross proceeds of $4,917,349. The subscriptions accepted include purchases by Lone Star Value Investors GP, LLC, the general partner of Lone Star Value Investors, LP, of which Jeffrey E. Eberwein, our Chairman of the Board, is the sole manager, and its respective affiliates, for a total of 1,537,907 shares. The Company expects American Stock Transfer & Trust Company, LLC, the subscription agent, to begin distributing the shares, the refund checks for any unfulfilled over-subscriptions and the sale proceeds this week. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Description
     
99.1   Press release dated August 3, 2015.

 

 
 

 

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.

 

  CROSSROADS SYSTEMS, INC.
   
       
Dated: August 3, 2015 By:     /s/ Jennifer Crane
    Name:    Jennifer Crane
    Title:  Chief Financial Officer

 

 

EX-99.1 2 v416992_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

PRESS RELEASE

 

Company Contacts: Investor Contact:
Jennifer Crane Mark Hood
Crossroads Systems Crossroads Systems
ir@crossroads.com ir@crossroads.com
512.928.6897 512.928.7330
   
Press Contact:  
Matthew Zintel  
Zintel Public Relations  
matthew.zintel@zintelpr.com  
281.444.1590  

 

FOR IMMEDIATE RELEASE

 

Crossroads Systems Announces Completion of Rights Offering

 

AUSTIN, TexasAugust 3, 2015Crossroads Systems, Inc. (NASDAQ:CRDS) today announced the completion of the previously disclosed rights offering, which expired at 5 p.m. Eastern Time on July 28, 2015.

 

The Company received subscriptions and oversubscriptions for a total of 4,479,998 shares, representing approximately 39.8% of the 11,263,184 shares offered, prior to the application of the NOL Protection Mechanics described in the prospectus. After application of the NOL Protection Mechanics, a total of 3,933,879 shares were accepted, representing approximately 34.9% of the shares offered, for aggregate gross proceeds of $4,917,349. The subscriptions accepted include purchases by Lone Star Value Investors GP, LLC, the general partner of Lone Star Value Investors, LP, of which Jeffrey E. Eberwein, our Chairman of the Board, is the sole manager, and its respective affiliates, for a total of 1,537,907 shares.

 

The Company reviewed and accepted subscriptions and oversubscriptions subject to the satisfaction of the guaranteed delivery provisions and the NOL protection mechanics described in the prospectus. The Company expects American Stock Transfer & Trust Company, LLC, the subscription agent, to begin distributing the shares, the refund checks for any unfulfilled oversubscriptions, and the sale proceeds this week.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. A registration statement relating to the newly subscribed shares was declared effective by the Securities and Exchange Commission on July 1, 2015. The rights offering was made only by means of a prospectus filed by the Company with the Securities and Exchange Commission on July 7, 2015.

 

 
 

 

About Crossroads Systems

Crossroads Systems, Inc. (NASDAQ:CRDS) is a global provider of data storage solutions. Through the innovative use of new technologies, Crossroads delivers customer-driven solutions that enable proactive data security, advanced data archiving, optimized performance and significant cost-savings. Founded in 1996 and headquartered in Austin, TX, Crossroads has been awarded more than 100 patents and has been honored with numerous industry awards for data archiving, storage and protection. Visit www.crossroads.com.

 

Important Cautions Regarding Forward-Looking Statements

This press release includes forward-looking statements that relate to the business and expected future events or future performance of Crossroads Systems, Inc., including statements relating to the proposed rights offering, and involve known and unknown risks, uncertainties and other factors that may cause its actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could," and similar expressions or phrases identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about Crossroads Systems' ability to implement its business strategy, including the transition from a hardware storage company to a software solutions and services provider, its ability to expand its distribution channels, its ability to maintain or broaden relationships with existing distribution channels and strategic alliances and develop new industry relationships, the performance of third parties in its distribution channels and of its strategic alliances, the potential market for our data storage products, changes in the fair value of its derivative instruments and its ability to achieve or maintain profitability. The future performance of Crossroads Systems may be adversely affected by the following risks and uncertainties: completion of the proposed rights offering, uncertainties relating to product development and commercialization, uncertain market acceptance of Crossroads Systems products, including StrongBox, intense competition in the data protection and storage markets, variations in quarterly results and a consequence of unpredictable sales cycles and other factors, the ability to obtain, maintain or protect patent and other proprietary intellectual property rights, developments in litigation to which we may be a party, technological change in the industry, future capital requirements, regulatory actions or delays and other factors that may cause actual results to be materially different from those described or anticipated by these forward-looking statements. For a more detailed discussion of these factors and risks, investors should review Crossroads Systems' prospectus included as part of the Registration Statement on Form S-1 filed by Crossroads Systems in connection with this offering and in its periodic reports filed with the Securities and Exchange Commission, which can be accessed through the SEC's website or by clicking "SEC Filings" on the company's Investor Relations website at http://investors.crossroads.com. Forward-looking statements in this press release are based on management's beliefs and opinions at the time the statements are made. Crossroads Systems undertakes no duty to update this information to reflect future events, information or circumstances.

 

©2015 Crossroads Systems, Inc., Crossroads and Crossroads Systems are registered trademarks of Crossroads Systems, Inc. All trademarks are the property of their respective owners. All specifications are subject to change without notice.

 

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