-----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, KLUSpttze+kPhWIPxyWTu7JxPJzAkjE9t9RqgGqL6/2ajRo6st68Oksx9H8yot7d 1G0qrgY8k8rEh8972QNP5g== 0001193125-06-143652.txt : 20060710 0001193125-06-143652.hdr.sgml : 20060710 20060710084115 ACCESSION NUMBER: 0001193125-06-143652 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060710 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060710 DATE AS OF CHANGE: 20060710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIMPLETECH INC CENTRAL INDEX KEY: 0001102741 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 330399154 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31623 FILM NUMBER: 06952559 BUSINESS ADDRESS: STREET 1: 3001 DAIMLER ST CITY: SANTA ANA STATE: CA ZIP: 92705-5812 BUSINESS PHONE: 8003677330 MAIL ADDRESS: STREET 1: 3001 DAIMLER ST CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLE TECHNOLOGY INC DATE OF NAME CHANGE: 20000106 8-K 1 d8k.htm FORM 8-K 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) July 10, 2006

SIMPLETECH, INC.

(Exact name of registrant as specified in charter)

 

California   000-31623   33-0399154
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

3001 Daimler Street, Santa Ana, California   92705-5812
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (949) 476-1180

N/A

(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 7.01.  Regulation FD Disclosure.

On July 10, 2006, SimpleTech, Inc. (the “Registrant”) issued a press release announcing that its board of directors has authorized the Registrant to repurchase up to $10 million of its common stock over an 18-month period commencing two business days following its earnings announcement of its financial results for the second quarter of 2006. A copy of the press release issued by the Registrant on July 10, 2006 is furnished herewith as Exhibit 99.1.

The information furnished under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless the Registrant specifically incorporates the foregoing information into those documents by reference.

 

ITEM 9.01.  Financial Statements and Exhibits.

 

  (d) Exhibits.

The following exhibit is furnished as part of this report:

 

Exhibit
Number
  

Description of Exhibit

99.1    Press Release of SimpleTech, Inc., dated July 10, 2006, announcing the stock repurchase program (pursuant to Item 7.01).


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 thereunto duly authorized.

 

   

SimpleTech, Inc.

Date: July 10, 2006

   

By:

 

/s/ Dan Moses

       

Dan Moses

Chief Financial Officer


Exhibit Index

 

Exhibit
Number
  

Description of Exhibit

99.1    Press Release of SimpleTech, Inc., dated July 10, 2006, announcing the stock repurchase program (pursuant to Item 7.01).
EX-99.1 2 dex991.htm PRESS RELEASE OF SIMPLETECH, INC. Press Release of SimpleTech, Inc.

Exhibit 99.1

SimpleTech Board Approves $10 Million Stock Repurchase Program

SANTA ANA, Calif., July 10, 2006 – SimpleTech, Inc. (Nasdaq: STEC), a designer, developer, manufacturer and marketer of custom and open-standard memory solutions based on Flash memory and DRAM technologies, and external storage solutions, today announced that its board of directors has authorized the company to repurchase up to $10 million of its common stock over an 18-month period commencing two business days following its earnings announcement of its financial results for the second quarter of 2006.

SimpleTech’s CEO and Chairman, Manouch Moshayedi stated, “Based on the strength of our financial position, confidence in our company and belief that SimpleTech’s current stock price does not reflect the underlying value of the company, our Board concluded that the repurchase program is consistent with our overall commitment to deliver value to our shareholders.”

Shares of common stock may be purchased from time to time at prevailing market prices through open market or unsolicited negotiated transactions, depending on market conditions and other considerations. There is no guarantee as to the exact number of shares that will be repurchased by SimpleTech, and the company may discontinue purchases at any time that management determines that additional purchases are not warranted. SimpleTech may enter into a Rule 10(b)5-1 plan designed to facilitate the purchase of shares under the repurchase program. Repurchased shares would be returned to the status of authorized but un-issued shares of common stock. As of June 30, 2006, SimpleTech had approximately 46 million common shares outstanding.

About SimpleTech, Inc. (Nasdaq: STEC)

SimpleTech, Inc. designs, develops, manufactures and markets custom and open-standard memory solutions based on Flash memory and DRAM technologies, and external storage solutions. Headquartered in Santa Ana, California, the company specializes in developing high-density DRAM memory modules and high-speed, high-capacity solid-state Flash drives and memory cards used in sensitive and highly-volatile environments. For information about SimpleTech, Inc., and to subscribe to the


company’s “Email Alert” service, please visit our web site at www.simpletech.com, click “Investors” and then Email Alert.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This release may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, statements concerning the strength of our financial position, confidence in the company, belief that our stock price does not reflect the underlying value of the company, the implementation of the stock repurchase plan, and our expectations with respect to future stock repurchases, including the timing and amount of such repurchases. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. Important factors which could cause actual results to differ materially from those expressed or implied in the forward-looking statements are detailed under “Risk Factors” in filings with the Securities and Exchange Commission made from time to time by SimpleTech, including our Annual Report on Form 10-K, our quarterly reports on Form 10-Q, and our current reports on Form 8-K. Other factors that could cause our actual results to differ materially from those expressed or implied in the forward-looking statements include the following risks: market demand for our products may grow more slowly than our expectations; we may not repurchase any shares under the stock repurchase program; the effects of seasonality in sales of consumer products; changes in our product or customer mix; the volume of our product sales and pricing concessions on volume sales; difficulty competing in sectors characterized by aggressive pricing and low margins; higher than anticipated product returns, inventory write-downs, price protection and rebate charges; our inability to become more competitive in new and existing markets; new customer and supplier relationships may not be implemented successfully; adverse global economic and geo-political conditions, including acts of terror, business interruption due to natural disasters and potential impact of high energy prices and other global events outside of our control which could adversely impact consumer confidence and hence reduce demand for our products. The information contained in this press release is a statement of SimpleTech’s present intention, belief or expectation. SimpleTech may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in SimpleTech’s assumptions or otherwise. SimpleTech undertakes no obligation to release


publicly any revisions to any forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

CONTACT:

SimpleTech, Inc.

Investors and Financial Media:

Mitch Gellman

(949) 260-8328

ir@simpletech.com

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