Amended Statement of Ownership: Solicitation (sc 14d9/a)
08 September 2015 - 10:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
DOT HILL
SYSTEMS CORP.
(Name of Subject Company)
DOT HILL
SYSTEMS CORP.
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
25848T109
(CUSIP Number of Class of Securities)
Dana W.
Kammersgard
President and Chief Executive Officer
Dot Hill Systems Corp.
1351 S. Sunset Street
Longmont, CO 80501
(303)
845-3200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With
copies to:
Rama Padmanabhan, Esq.
Thomas A. Coll, Esq.
Cooley LLP
4401 Eastgate
Mall
San Diego, CA 92121
(858) 550-6000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 1 to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed by Dot
Hill Systems Corp., a Delaware corporation (Dot Hill), with the Securities and Exchange Commission on September 1, 2015, relating to the offer by Seagate HDD Cayman, an exempted company with limited liability organized under the
laws of the Cayman Islands (Parent) and Denali Acquisition Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser), to purchase all of the outstanding shares of Dot Hills common stock,
$0.001 par value per share (the Shares), at a purchase price of $9.75 per Share,without interest, subject to any required withholding of taxes upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
September 1, 2015, and the related Letter of Transmittal, each of which may be amended or supplemented from time to time.
Item 8. |
Additional Information. |
Item 8 of the Schedule 14D-9 is hereby amended and restated by deleting
the paragraph under the heading Legal Proceedings on page 49 of the Schedule 14D-9 and replacing it with the following paragraph:
Beginning on August 25, 2015, five putative class-action lawsuits challenging the Merger (captioned Jerry A. Sacks IRA v. Kammersgard,
C.A. No. 11428-VCN (filed August 25, 2015); Ahmadi v. Christ, C.A. No. 11432-VCN (filed August 26, 2015); Trager v. Dot Hill Systems Corp., C.A. No. 11439-VCN (filed August 27, 2015); Morris
Akerman v. Dot Hill Systems, Corp., C.A. No. 11455-VCN (filed September 1, 2015); and Thomas Qiong Shen v. Dot Hill Systems, Corp., C.A. No. 11466 (filed September 3, 2015)) were filed in the Court of Chancery for
the State of Delaware (the Stockholder Litigation). The Stockholder Litigation was filed against: (i) each member of our Board of Directors; (ii) Ultimate Parent; (iii) Parent; and (iv) Merger Sub. The complaints
generally allege that our directors breached their fiduciary duties in connection with the proposed acquisition by, among other things, (a) agreeing to sell Dot Hill at an inadequate price, (b) implementing an unfair process, and
(c) agreeing to certain provisions of the Merger Agreement that allegedly deter alternative bids. The complaints also allege that Dot Hill, Ultimate Parent, Parent, and Merger Sub aided and abetted these alleged breaches of fiduciary duty. The
plaintiffs seek, among other things, an injunction against the consummation of the Transaction and an award of costs and expenses, including a reasonable allowance for attorneys and experts fees. On September 3, 2015, plaintiffs
filed a motion to consolidate the five cases and to appoint lead counsel. Dot Hill intends to defend these lawsuits vigorously.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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DOT HILL SYSTEMS, CORP. |
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By: |
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/s/ Dana W. Kammersgard |
Name: |
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Dana W. Kammersgard |
Title: |
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President and Chief Executive Officer |
Dated: September 8, 2015
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