Current Report Filing (8-k)
October 28 2016 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 27, 2016
VIOLIN MEMORY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36069
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20-3940944
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4555 Great America Parkway,
Santa Clara, California
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95054
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(Address of Principal Executive Offices)
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(Zip Code)
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(650) 396-1500
(Registrants telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On October 27, 2016, the New York Stock Exchange (NYSE) issued a press release announcing that
the staff of NYSE Regulation determined to suspend trading immediately and commence proceedings to delist the common stock of Violin Memory, Inc. (Violin) (ticker symbol: VMEM) from the NYSE. On October 28, 2016, the NYSE notified Violin
in writing of the determination to suspend trading and commence proceedings.
The notification states that NYSE Regulation reached its
determination pursuant to Section 802.01B of the NYSEs Listed Company Manual because Violin is not in compliance with the NYSEs continued listing standard requiring listed companies to maintain an average global market
capitalization over a thirty trading-day period of at least $15,000,000.
The notification further states that Violin has a right to a
review of NYSE Regulations determination by a Committee of the Board of Directors of the NYSE, and that the NYSE will apply to the Securities and Exchange Commission to delist Violins common stock upon completion of all application
procedures, including any appeal by Violin of NYSE Regulations determination. Violin will consider all of its options, including its option to pursue a review, in responding to the notification.
Violins common stock commenced trading on the OTCQX Market on October 28, 2016, and trading will continue under the
VMEM ticker symbol.
Item 7.01 Regulation FD Disclosure.
As required under the NYSEs rules, Violin issued a press release on October 28, 2016, announcing the NYSEs press release and
notification, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in
this Item 7.01, including the press release, is being furnished under Item 7.01 of Form 8-K and shall not be deemed filed 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 such information and exhibit be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Exhibit Title
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99.1
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Press release of Violin Memory, Inc., dated October 28, 2016
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SIGNATURES
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.
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Violin Memory, Inc.
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Date: October 28, 2016
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By:
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/s/ Cory J. Sindelar
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Cory J. Sindelar, Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Exhibit Title
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99.1
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Press release of Violin Memory, Inc., dated October 28, 2016
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