Form 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

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