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): June 2, 2006
Dot Hill Systems Corp.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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1-13317
(Commission File Number)
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13-3460176
(I.R.S. Employer
Identification No.) |
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| 2200 Faraday Avenue, Suite 100, Carlsbad, CA
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92008 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (760) 931-5500
Not Applicable.
(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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Effective June 2, 2006, our Board of Directors appointed Roderick M. Sherwood, III as a
director of Dot Hill Systems Corp. Mr. Sherwood was appointed to serve as a Class I director,
continuing in office until our 2009 annual meeting of stockholders and until his successor is duly
elected and qualified or until his earlier death, resignation or removal. Mr. Sherwood was also
appointed as Chairman of our Audit Committee.
On June 2, 2006, under the terms of our 2005 Non-Employee Directors’ Plan, Mr. Sherwood
received a grant of a non-qualified stock option to purchase 50,000 shares of Dot Hill’s common
stock. Mr. Sherwood is also entitled to receive customary director and retainer fees and an annual
non-qualified stock option to purchase 20,000 shares of Dot Hill’s common stock on each annual
meeting of stockholders. Mr. Sherwood will also be entering into Dot Hill’s standard form of
indemnity agreement.
A copy of the June 5, 2006 press release announcing Mr. Sherwood’s appointment is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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Press release of Dot Hill Systems Corp. dated June 5, 2006. |