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) November 6, 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:

¨ 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 1.01.   Entry into a Material Definitive Agreement.

On November 6, 2006, the Board of Directors (the “Board”) of SimpleTech, Inc. (the “Company”) approved changes in the compensation paid to its non-employee directors. The Chairs of the Audit Committee and Compensation Committee shall each receive $2,000 for each regular meeting presided in person and each other member of such committees shall receive $1,000 for each regular meeting attended in person. Members of the Nominating and Corporate Governance Committee shall each receive $1,000 for each regular meeting attended in person. The fee to non-employee directors for attendance in person at each regular Board meeting remains at $5,000. Non-employee directors attending a meeting by telephone conference shall receive 50% of the foregoing director fees.

In addition to the fee changes, the Board approved a policy for the annual grant to each non-employee director of restricted stock units (“RSUs”) covering 2,000 shares of the Company’s common stock under the Stock Issuance Program of the Company’s 2000 Stock Incentive Plan upon such director’s re-election by the Company’s shareholders at the Company’s Annual Shareholders Meeting. Each RSU award will be granted on the date of the Company’s Annual Shareholders Meeting and will vest upon the non-employee director’s continuation of Board service through the one year anniversary of the date of grant. As the RSUs vest, the shares of common stock underlying those vested units will be promptly issued.

No changes were made to the other compensation arrangements for the non-employee directors. The foregoing changes to the compensation paid to the Company’s non-employee directors shall be effective beginning January 1, 2007. A summary of the Company’s current non-employee director compensation arrangements, reflecting the change referenced above, is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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	Summary of Non-Employee Director Compensation Arrangements.

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: November 6, 2006	By:	/s/ Dan Moses
		Dan Moses
		Chief Financial Officer and Executive Vice President

Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Summary of Non-Employee Director Compensation Arrangements.

EX-99.1

Exhibit 99.1

SimpleTech, Inc.

(Adopted November 6, 2006, Effective January 1, 2007)

Summary of Non-Employee Director Compensation Arrangements

Set forth below is a summary of the compensation arrangements for SimpleTech, Inc.’s (the “Company”) non-employee directors.

Meeting Fees:

Board Meetings: Each non-employee director shall receive $5,000 for attendance in person at each regular meeting of the Company’s Board of Directors (the “Board”). Non-employee directors attending a regular meeting by telephone conference shall receive 50% of the foregoing director fees.

Audit Committee Meetings: The Chair of the Audit Committee shall receive $2,000 for each regular meeting presided in person and the remaining members of the Audit Committee shall each receive $1,000 for each regular meeting attended in person. Non-employee directors attending a regular meeting by telephone conference shall receive 50% of the foregoing director fees.

Compensation Committee Meetings: The Chair of the Compensation Committee shall receive $2,000 for each regular meeting presided in person and the remaining members of the Compensation Committee shall each receive $1,000 for each regular meeting attended in person. Non-employee directors attending a regular meeting by telephone conference shall receive 50% of the foregoing director fees.

Nominating and Corporate Governance Committee Meetings: Members of the Nominating and Corporate Governance Committee shall each receive $1,000 for each regular meeting attended in person. Non-employee directors attending a regular meeting by telephone conference shall receive 50% of the foregoing director fees.

Equity Compensation:

Automatic Option Grants: Each non-employee director will, upon his initial election or appointment to the Board, receive an automatic option grant under the 2000 Stock Incentive Plan (“2000 Plan”) to purchase 30,000 shares of the Company’s common stock. The option will have an exercise price equal to the fair market value of the common stock on the grant date as measured by the closing price of the common stock as reported on the Nasdaq National Market on the date of grant and will carry a term of 10 years measured from the grant date, subject to earlier termination following the non-employee director’s cessation of service on the Board. The option will be immediately exercisable for all the option shares; however, the Company may repurchase, at the exercise price paid per share, any shares purchased under the option which are not vested at the time of the non-employee director’s cessation of Board service. The shares subject to each automatic grant will vest in a series of five successive equal annual installments

upon the non-employee director’s completion of each year of Board service over the five-year period measured from the date of grant. However, the shares will immediately vest in full upon certain changes in control or ownership of the Company or upon the non-employee director’s death or disability while serving as a Board member.

Annual Grant of Restricted Stock Units. Each non-employee director shall be granted restricted stock units (“RSUs”) covering 2,000 shares of common stock under the Stock Issuance Program of the 2000 Plan upon re-election by the shareholders at the Company’s Annual Shareholders Meeting. Each RSU award will be granted on the date of the Company’s Annual Shareholders Meeting and will vest upon the non-employee director’s continuation of Board service through the one year anniversary of the date of grant. As the RSUs vest, the shares of common stock underlying those vested units will be promptly issued. The terms and conditions of the RSUs shall be governed by the 2000 Plan.

Reimbursement of Expenses: Non-employee directors are reimbursed for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board and committees of the Board.