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
July 19, 2012
Date of Report (Date of earliest event reported)
STEC, INC.
(Exact name of registrant as specified in its charter)
| California | 000-31623 | 33-0399154 | ||
| (State of Incorporation) | (Commission File Number) |
(IRS Employer Identification Number) |
3001 Daimler Street
Santa Ana, California 92705-5812
(Address of principal executive offices) (Zip Code)
(949) 476-1180
(Registrant’s telephone number, including area code)
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 8.01 | Other Events. |
As disclosed previously, on July 19, 2011, the Staff of the United States Securities and Exchange Commission (the “Commission”) notified STEC, Inc., a California corporation (the “Company”), that it was considering recommending that the Commission initiate a civil injunctive action against the Company, Manouch Moshayedi, its Chairman and Chief Executive Officer, and Mark Moshayedi, its President, charging them with violations of the federal securities laws. On July 19, 2012, the Commission filed a civil action against Mr. Manouch Moshayedi. The Commission also notified the Company that it would not bring an enforcement action against the Company or any of its other executive officers. The Commission’s civil complaint, filed in the United States District Court for the Central District of California, alleges that Mr. Moshayedi violated the antifraud provisions of the federal securities laws. The complaint seeks (1) an injunction against future violations of the federal securities laws; (2) disgorgement of any ill-gotten gains as well as pre-judgment interest; (3) civil monetary penalties; and (4) a bar from serving as an officer or director of a public company.
July 19, 2012, the Company issued a press release announcing the Commission’s complaint. The press release is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description of Exhibit | |
| 99.1* | Press Release dated July 19, 2012 | |
| * | Furnished and not “filed” herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless the Company specifically incorporates the foregoing information into those documents by reference. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STEC, Inc. | ||||
| By: | /s/ Robert M. Saman | |||
| Date: July 19, 2012 | Robert M. Saman Chief Legal Officer, General Counsel and Secretary | |||
Exhibit 99.1
STEC Announces SEC Civil Charges
SANTA ANA, Calif., July 19, 2012 — STEC, Inc. (Nasdaq:STEC) announced today the United States Securities and Exchange Commission filed a civil action against Manouch Moshayedi, the Company’s chairman and chief executive officer, in connection with the Staff of the Commission’s previously announced investigation into possible violations of the federal securities laws. The Commission also notified the Company that it would not bring an enforcement action against the Company or any of its other executive officers. The Commission’s civil complaint, filed in the United States District Court for the Central District of California, alleges that Mr. Moshayedi violated the antifraud provisions of the federal securities laws. The complaint seeks (1) an injunction against future violations of the federal securities laws; (2) disgorgement of any ill-gotten gains as well as pre-judgment interest; (3) civil monetary penalties; and (4) a bar from serving as an officer or director of a public company.
“With the conclusion of the investigation, we remain confident that an independent trier of fact will find that the Commission’s allegations against Manouch Moshayedi, our chief executive officer, are without merit,” said Kevin C. Daly, Ph.D., the Company’s lead independent director.
About STEC, Inc. (Nasdaq:STEC)
STEC, Inc. is a leading global provider of solid-state drive (SSD) technologies and solutions tailored to meet the high-performance, high-reliability needs of original equipment manufacturers (OEMs). With headquarters in Santa Ana, California and locations worldwide, STEC leverages almost two decades of solid-state knowledge and experience to deliver the most comprehensive line of SSDs to the storage industry.
STEC and the STEC logo are either registered trademarks or trademarks of STEC, Inc. in the United States and certain other countries. All other trademarks or brand names referred to herein are the property of their respective owners.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, statements concerning the potential outcome of civil litigation against one of the Company’s executive officers. 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. Although STEC believes that the forward-looking statements contained in this release are reasonable, it can give no assurance that its expectations will be fulfilled. Important factors which could cause actual results to differ materially from those expressed or implied in the forward-looking statements are detailed in filings with the Securities and Exchange Commission made from time to time by STEC, including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. Special attention is directed to the portions of those documents entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The information contained in this press release is a statement of STEC’s present intention, belief or expectation. STEC may change its intention, belief, or expectation, at any time and without notice, based upon any changes in such factors, in STEC’s assumptions or otherwise. STEC 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.
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CONTACTS:
Jerry Steach
Press and Media Relations
STEC, Inc.
(415) 222-9996
pr@stec-inc.com
Mitch Gellman
Vice President of Investor Relations
STEC, Inc.
(949) 260-8328
ir@stec-inc.com