UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 21, 2015
VIOLIN MEMORY, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36069 | | 20-3940944 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
4555 Great America Parkway, Santa Clara, California | | 95054 |
| (Address of principal executive offices) | | (Zip Code) |
(650) 396-1500
(Registrant’s 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:
| ¨ | 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 1.01 Entry into a Material Definitive Agreement.
On May 21, 2015, Violin Memory, Inc. (the “Company”) and Silicon Valley Bank, as sole lender and administrative agent for the sole lender (“SVB”), entered into an Amendment Letter Agreement (the “Amendment”) to the Credit Agreement, dated as of October 24, 2014, between the Company and SVB, as sole lender and administrative agent for the banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Agreement”), as amended. The Agreement provides for a line of credit of up to $20.0 million.
The material terms of the Amendment are summarized below.
The following clause (b) of the definition of “Change of Control” appearing in Section 1.1 of the Agreement is eliminated in its entirety:
“(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).”
The summary contained herein is qualified in its entirety by the Amendment which is filed as exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
EXHIBIT NO. | | DESCRIPTION |
| |
| 10.1 | | Amendment Letter Agreement between Violin Memory, Inc. and Silicon Valley Bank dated May 21, 2015. |
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.
| | | | | | |
| | | | | | | Violin Memory, Inc. |
| | | |
| Date: May 26, 2015 | | | | By: | | /s/ Cory J. Sindelar |
| | | | | | Cory J. Sindelar, Chief Financial Officer |
EXHIBIT INDEX
| | |
EXHIBIT NO. | | DESCRIPTION |
| |
| 10.1 | | Amendment Letter Agreement between Violin Memory, Inc. and Silicon Valley Bank dated May 21, 2015. |
