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VMEM > SEC Filings for VMEM > Form 8-K on 7-Aug-2014All Recent SEC Filings

Show all filings for VIOLIN MEMORY INC



Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement

Effective August 6, 2014, Violin Memory, Inc. ("Violin") and GCA Savvian Advisors, LLC ("Savvian") entered into a Settlement Agreement and General Release (the "Settlement Agreement") to resolve claims asserted by Savvian against Violin and cross-claims asserted by Violin against Savvian in pending litigation in the Superior Court of the State of California. The claims and cross-claims arose out of Violin's engagement in 2010 of Savvian as Violin's financial advisor in connection with certain matters.

The material terms of the Settlement Agreement are summarized below.

Violin agreed to pay or provide to Savvian the following:

$2.0 million in cash; and

That number of shares of Violin common stock worth $0.5 million and calculated in accordance with the terms and conditions of the Settlement Agreement, and issued in a private placement under the Securities Act of 1933, as amended.

In addition, the Settlement Agreement includes a number of provisions relating to, among other things, the issuance of the shares of Violin common stock, no admission of liability by either Violin or Savvian, and the dismissal of the pending litigation.

Violin previously accrued $1.8 million related to this matter. As a result, there will be a charge for the litigation settlement of $0.7 million for the quarter ended July 31, 2014.

The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


10.1                Settlement Agreement and General Release, effective August 6,
                    2014, between Violin Memory, Inc. and GCA Savvian Advisors,

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