VIOLIN MEMORY, INC. (OTCMKTS:VMEMQ) Files An 8-K Other Events
Item8.01.
| Other Events. |
Entry of Order in Pending Chapter 11 Case Establishing
Notification Procedures and Approving Restrictions on Certain
Transfers of Equity Interests in Violin Memory, Inc.
As previously disclosed, on December14, 2016, Violin Memory, Inc.
(the Company) filed a voluntary petition (the Chapter 11 Case) in
the United States Bankruptcy Court for the District of Delaware
(the Court) seeking relief under the provisions of Chapter 11 of
Title 11 of the United States Code (the Bankruptcy Code). The
Company is continuing in possession of its assets and is managing
its business as a debtor in possession in accordance with the
applicable provisions of the Bankruptcy Code and orders of the
Court. The Chapter 11 Case is being administered by the Court in
the proceeding bearing the caption In re Violin Memory, Inc.,Case
No.16-12782.
On February15, 2017, the Court entered an Interim Order to
Sections 105(a) and 362 of the Bankruptcy Code
(I)Establishing Notification Procedures and Approving
Restrictions on Certain Transfers of Equity Interests in the
Debtor and (II)Scheduling a Final Hearing (the
Order). The Order was issued in response to the Companys motion
(the Motion), filed on February7, 2017 for, among other things,
an order establishing certain procedures to protect the potential
value of the Companys net operating loss carryforwards (the NOLs)
and certain other of the Companys tax attributes (together with
the NOLs, the Tax Attributes).
In the Order, the Court found that:
The Tax Attributes are property of the Companys estate and are
protected by section 362(a) of the Bankruptcy Code;
Unrestricted trading in the Companys common stock (the Companys
Stock) before the Companys emergence from chapter 11 could
severely limit the Companys ability to use the Tax Attributes for
purposes of the Internal Revenue Code of 1986, as amended; and
The notification procedures and restrictions on certain transfers
of the Companys Stock are necessary and proper to preserve the
Tax Attributes and are therefore in the best interests of the
Company, its estate, and its creditors.
to the terms of the Order, the Court ordered that:
Any acquisitions, dispositions, or trading of the Companys Stock
in violation of the restrictions set forth in the Order shall be
null and void ab initio as an act in violation
of the automatic stay under section 362 of the Bankruptcy Code
and to the Courts equitable powers under section 105(a) of the
Bankruptcy Code;
The procedures and restrictions set forth in the Order relating
to trading in the Companys Stock are approved, and more
specifically as they relate to substantial equityholders, who are
defined to include any person or entity that beneficially owns at
least 1,199,744 shares of the Companys Stock (representing
approximately 4.75% of all issued and outstanding shares of the
Companys Stock);
Any person or entity acquiring and/or disposing of the Companys
Stock in violation of the restrictions set forth in the Order, or
failing to comply with the Notice of Substantial Stock Ownership,
Notice of Intent to Purchase, Acquire or Otherwise Accumulate
Violin Stock and Notice of Intent to Sell, Trade or Otherwise
Transfer Violin Stock requirements set forth in the Order, as may
be the case, shall be subject to such sanctions as the Court may
consider appropriate to the Courts equitable power prescribed in
section 105(a) of the Bankruptcy Code;
If no objections are submitted in accordance with the procedures
outlined in the Order, the Company shall submit to the Court a
final order granting the relief requested in the Motion;
The relief granted in the Order is intended solely to permit the
Company to protect, preserve and maximize the value of its Tax
Attributes; and
The provisions of the Order shall be effective, nunc pro
tunc, to February7, 2017.
The information set forth above is a description of certain of
the material provisions and terms of the Order. The description
is not a complete description of the material provisions and
terms of the Order and is qualified in its entirety by reference
to the Order filed as Exhibit 99.1 to this Current Report on Form
8-K.
Item9.01
Financial Statements and Exhibits.
(d)
Exhibits
|
EXHIBIT NO. |
DESCRIPTION |
|
| 99.1 |
Interim Order to Sections 105(a) and 362 of the Bankruptcy Code (I)Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Equity Interests in the Debtor and (II)Scheduling a Final Hearing, entered February15, 2017. |
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.
| Violin Memory, Inc. | ||||
| Date: February17, 2017 | By: |
/s/ Cory J. Sindelar |
||
| Cory J. Sindelar, Chief Financial Officer |
EXHIBIT
INDEX
|
EXHIBIT NO. |
DESCRIPTION |
|
| 99.1 | Interim Order |
About VIOLIN MEMORY, INC. (OTCMKTS:VMEMQ)
Violin Memory, Inc. offers a class of flash-based storage solutions to bring storage performance in line with high-speed applications, servers and networks. The Company’s Flash Storage Platform is designed at each level of the system architecture to leverage the inherent capabilities of flash memory and meet the requirements of business-critical applications, virtualized environments and Big Data in enterprise data centers. The Flash Storage Platform is a vertically integrated design of software, firmware and hardware, which runs the Company’s Concerto OS 7, a single operating system with integrated continuous data protection, in-line block de-duplication and compression, stretch metro cluster and logical unit number (LUN) mirroring, as well as its suite of other Enterprise Data Services. Its products include 7300E Flash Storage Platform, 7600 Flash Storage Platform, 7700 Flash Storage Platform, 6000 Series All Flash Array and Symphony Management Suite Version 3.0. VIOLIN MEMORY, INC. (OTCMKTS:VMEMQ) Recent Trading Information
VIOLIN MEMORY, INC. (OTCMKTS:VMEMQ) closed its last trading session up +0.0010 at 0.0125 with 153,851 shares trading hands.