VIOLIN MEMORY, INC. (OTCMKTS:VMEMQ) Files An 8-K Regulation FD Disclosure
Item7.01 Regulation FD Disclosure.
Modified Securities and Exchange Commission
Reporting
As previously reported, 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 Bankruptcy 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 the
orders of the Bankruptcy Court.The Chapter 11 Case is being
administered by the Bankruptcy Court in the proceeding bearing
the caption In re Violin Memory, Inc., Case No.16-12782.
Also as previously reported, during the pendency of the Chapter
11 Case, the Company has determined to modify its reporting with
respect to its obligations under the federal securities laws.In
lieu of filing periodic reports on Forms 10-K and Forms 10-Q, the
Company will file, monthly, with the Securities and Exchange
Commission (SEC) a current report on Form 8-K that will have
attached the monthly financial report required by the Bankruptcy
Court.The Company does not intend to file future periodic reports
on Forms 10-Q and 10-K while the Chapter 11 Case is pending. The
Company will continue to file current reports on Form 8-K as
required by the federal securities laws.The Company believes that
this modified reporting program is consistent with the protection
of its investors as set forth in SEC Exchange Act Release
No.9660, dated June30, 1972.
Monthly Operating Report
On April17, 2017, the Company filed its monthly operating report
for the period from March1, 2017 through March31, 2017 with the
Bankruptcy Court (the Monthly Operating Report).The Monthly
Operating Report is attached to this Current Report on Form 8-K
as Exhibit 99.1, and is incorporated herein by reference.The
filing of and information included in this Current Report on Form
8-K, including Exhibit 99.1, should not be deemed any admission
as to the materiality of any information required to be disclosed
solely by Regulation FD.
Limitation on Incorporation by Reference
In accordance with General Instructions B.2. of Form 8-K, the
information with respect to the Company in this Item7.01 shall
not be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Cautionary Information Regarding the Monthly
Operating Report
The Company cautions investors and potential investors not to
place undue reliance upon the information contained in the
Monthly Operating Report because it was not prepared for the
purpose of providing the basis for an investment decision
relating to any of the securities of the Company.The Monthly
Operating Report is limited in scope, covers a limited time
period, has been prepared solely for the purpose of complying
with the monthly reporting requirements applicable in the Chapter
11 Case, and is in a format acceptable to the U.S. Trustee.The
Company is not required to update publicly the Monthly Operating
Report to reflect more current facts, estimates or other
information, or the occurrence of future events, including in the
event that the facts, estimates and assumptions upon which the
Monthly Operating Report is based are erroneous.The Monthly
Operating Report was not audited or reviewed by the Companys
independent registered public accounting firm, does not contain
all of the information and footnotes required by generally
accepted accounting principles under applicable law, is in a
format prescribed by applicable bankruptcy laws, and is subject
to future adjustment and reconciliation.There can be no assurance
that, from the perspective of an investor or potential investor
in the Companys securities, the Monthly Operating Report is
complete or that it provides all of the information necessary to
understand the Companys current finance position. The Monthly
Operating Report also contains information for periods which are
shorter or otherwise different from those required in the
Companys periodic reports to the Securities Exchange Act of 1934,
as amended (the Exchange Act), and the information may not be
indicative of the Companys financial condition or operating
results for the period that would be reflected in the Companys
financial statements or in its periodic reports to the Exchange
Act.Results set forth in the Monthly Operating Report should not
be viewed as indicative of future results.
Cautionary Information Regarding Forward-Looking
Statements
Certain statements and information included in this Current
Report on Form 8-K may constitute forward-looking statements that
are generally identifiable through the use of words such as
believe, expect, anticipate, intend, plan, estimate, project and
similar expressions and include any statements that are made
regarding financial expectations.The forward-looking statements
speak only as of the date of this Current Report on Form 8-K, and
the Company undertakes no obligation to update or revise such
statements to reflect new information or events as they
occur.These statements are based on a number of assumptions,
risks and uncertainties, many of which are beyond the control of
the Company.Investors are cautioned that any such statements are
not guarantees of future business or financial performance and
that actual future results may differ materially due to a variety
of factors.Factors that could cause the Companys results to
differ materially include, but are not limited to, the
following:(i) the Companys ability to obtain Bankruptcy Court
approval with respect to motions and actions in connection with a
plan of reorganization in the Chapter 11 Case; (ii)the Companys
ability to operate its business during the pendency of the
Chapter 11 Case; (iii) the effects of the filing of the Chapter
11 Case on the Companys business operations and the upon the
interests of various creditors, stockholders and other
stakeholders; (iv) the length of time the Company will operate as
a debtor in possession in the Chapter 11 Case; (
v)risks associated with motions and other actions that third
parties may take in the Chapter 11 Case, which may interfere with
the Companys ability to develop, secure approval of, and
consummate a plan of reorganization; (vi) the potential adverse
effects of the Chapter 11 Case on the Companys financial
condition, business operations, customers and potential
customers, employees, liquidity, and results of operations; and
(vii)other factors disclosed by the Company from time to time in
its filings with the SEC, including those described under the
caption Risk Factors in the Companys Quarterly Report on Form
10-Q for the period ended July31, 2016. As a result of these
factors, the Companys actual results may differ materially from
those indicated or implied by such forward-looking statements.
Cautionary Information Regarding the Chapter 11
Case
The Companys stockholders are cautioned that trading in shares of
the Companys equity securities during the pendency of its Chapter
11 Case is highly speculative and poses substantial risks,
including the risk that the Companys stock may be of little or no
value.Trading prices for
the Companys equity securities may bear little or no relationship
to the actual recovery, if any, by holders of the Companys
securities upon the conclusion of the Chapter 11 Case. The
Company anticipates cancellation of its existing equity interests
as early as April21, 2017, and that, thereafter, there will be no
market for such securities. Therefore, the Company urges extreme
caution with respect to existing and future investments in its
securities.
Except as required by law, the Company disclaims any obligation
to publicly update such statements.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
ExhibitTitle |
|
| 99.1 |
Monthly Operating Report of Violin Memory, Inc. for the period from March1, 2017 through March31, 2017. |
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 00.0000 at 0.0111 with 153,851 shares trading hands.