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

Date of report (date of earliest event reported): May 8, 2007

MTI Technology Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-23418		95-3601802
(Commission File Number)		(I.R.S. Employer Identification No.)


0-23418 (Commission File Number)		95-3601802 (I.R.S. Employer Identification No.)

17595 Cartwright Road
Irvine, California 92614
(Address of Principal Executive Offices) (Zip Code)

(949) 251-1101
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 \| Entry into a Material Definitive Agreement.
	Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 2.01 \| Completion of Acquisition or Disposition of Assets.
	Item 9.01 Financial Statements and Exhibits.
	Item 2.03 \| Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
	Item 3.02 \| Unregistered Sales of Equity Securities.
	Item 5.02 \| Departure of Directors or Principal Officers; Election of Directors; Appointment of Executive Officers.
	Item 9.01 \| Financial Statements and Exhibits.
SIGNATURE
Index to Exhibits
EXHIBIT INDEX
EXHIBIT 2.1
EXHIBIT 99.1
EXHIBIT 2.2
EXHIBIT 99.2
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 10.1
EXHIBIT 10.2

Item 1 3.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

AsOn ~~previously reported in a Current Report on Form~~ May 8-K, ~~filed~~2007, by MTI Technology Corporation (the “Company”) onreceived ~~June 7,~~a ~~2006,~~letter ~~the~~from ~~Company~~The ~~entered~~Nasdaq Stock ~~into~~Market ~~an Asset Purchase Agreement~~ (~~the~~ “~~Agreement~~NASDAQ”) ~~with~~formally ~~Collective~~notifying ~~Technologies,~~the ~~LLC~~Company ~~(“Collective”)~~that onit ~~June 6,~~had ~~2006.~~not ~~The~~regained ~~Company~~compliance ~~and~~with the ~~Collective~~minimum ~~entered~~bid ~~into~~price anrequirement ~~amendment~~for tocontinued ~~the~~listing ~~Agreement~~set onforth ~~June 28,~~in ~~2006~~Nasdaq ~~(“Amendment~~Marketplace ~~No.~~Rule 1”4310(c)(4) during ~~and~~the ~~a second~~180-day ~~amendment~~period previously provided to the ~~Agreement~~Company onunder ~~July 5,~~NASDAQ ~~2006~~listing ~~(“Amendment No~~rules. ~~2”).~~ ~~Amendment No. 1 amends the~~As ~~Agreement~~previously todisclosed, ~~among~~MTI ~~other~~received ~~things,~~a ~~update~~letter ~~Schedule 8.3(b)~~from ofNASDAQ ~~the~~on ~~Agreement~~November 7, ~~relating~~2006, toindicating that, because the ~~number~~bid ~~of shares~~price of ~~restricted~~the ~~stock~~Company’s ~~and~~common ~~options~~stock tohad beclosed ~~granted~~below tothe ~~former~~minimum ~~Collective~~$1.00 ~~option~~bid ~~holders.~~price ~~Amendment~~requirement ~~No. 2~~for ~~amends~~ the ~~Agreement~~prior to30 ~~provide~~consecutive ~~that~~business days, the ~~effective~~Company ~~time~~had ofbeen ~~the~~provided ~~transaction~~180 ~~is July~~calendar 2days, ~~2006.~~or ~~The~~until ~~Agreement~~May 7, ~~was~~2007, ~~filed~~to asregain ancompliance ~~exhibit~~with tothe bid price requirement. Because NASDAQ determined that the Company’s ~~Annual~~did ~~Report~~not onregain ~~Form~~compliance ~~10-K~~during ~~for~~ the ~~period~~ ~~ended~~180-day ~~April 1~~period, ~~2006,~~NASDAQ ~~which~~informed the ~~was~~Company ~~filed~~that ~~with~~ the ~~Securities~~NASDAQ ~~and~~Listing ~~Exchange~~Qualifications ~~Commission~~Panel onwill ~~June 30, 2006~~consider ~~and~~the isbid ~~incorporated~~price ~~herein~~deficiency byat the ~~reference.~~hearing ~~Copies~~previously ofscheduled ~~Amendment~~for ~~No.~~May 124, ~~and~~2007 ~~Amendment~~regarding ~~No. 2~~MTI’s ~~are filed~~continued ~~herewith~~listing ~~and~~on ~~incorporated~~the ~~herein~~NASDAQ Capital ~~by reference~~Market.

OnAs ~~July 5,~~previously ~~2006,~~disclosed in ~~connection with~~ the ~~closing~~Company’s ofCurrent ~~the~~Report ~~transaction~~on ~~with~~Form ~~Collective,~~8-K ~~as discussed~~filed ~~below, the Company entered into an employment agreement~~ with ~~Edward C. Ateyeh, Jr. (~~the ~~“Employment~~Securities ~~Agreement”)~~and ~~pursuant~~Exchange toCommission ~~which~~on ~~Mr.~~March ~~Ateyeh~~14, ~~will~~2007, ~~serve~~on asMarch 8, ~~Executive~~2007 ~~Vice President of~~ the Company ~~and President~~received ofa ~~the~~NASDAQ notification ~~Company’s~~indicating ~~services~~that ~~division. Under~~ the ~~Employment~~Company ~~Agreement,~~did ~~which~~not iscomply ~~filed herewith~~with ~~and~~the ~~incorporated~~minimum ~~herein by reference, Mr.~~$35 ~~Ateyeh~~million ~~will~~market ~~receive a salary~~ value of ~~$300,000~~listed ~~per year~~securities ~~and~~requirement ~~will~~for becontinued ~~eligible~~listing toon ~~receive~~the aNASDAQ ~~cash~~Capital ~~bonus~~Market. ofAt upthe ~~to $100,000~~May ~~per year. In addition~~24, ~~Mr. Ateyeh~~2007 ~~will receive 300~~hearing,~~000~~ ~~shares~~the ofCompany ~~restricted~~will ~~stock~~present ~~and~~its ~~options~~plan to ~~purchase~~comply ~~300,000~~with ~~shares of~~ the ~~Company’s~~minimum ~~common~~market ~~stock,~~value ~~in each case upon compliance with~~of ~~applicable~~listed ~~federal and state~~ securities ~~laws. The Company~~ and ~~Mr. Ateyeh~~bid ~~also~~price ~~entered~~requirements ~~into~~for ancontinued ~~Indemnification Agreement,~~listing aon ~~form of which was previously filed with~~ the ~~Securities~~NASDAQ ~~and~~Capital ~~Exchange Commission on July~~Market. ~~11,~~The ~~2003~~NASDAQ asListing anQualifications ~~exhibit~~Panel tomay grant the Company’s request ~~Annual Report on Form 10-K~~ for ~~the~~continued ~~year ended April 5~~listing, ~~2003,~~ ~~and~~but athere ~~Change~~can ofbe ~~Control~~no ~~Agreement,~~assurance athat ~~form~~it ofwill ~~which~~do ~~was previously filed with the Securities and Exchange Commission on February 13, 2006 as an exhibit to the Company’s Current Report on Form 8-K~~so.

~~Mr. Ateyeh,~~On ~~53, served as President of Collective from~~ May ~~1994 to July 2006 and as Executive Vice President of Pencom Systems Incorporated~~11, ~~the parent company of Collective~~2007, ~~from January 1977 to~~ the ~~present.~~Company ~~Collective~~issued ~~was~~ a ~~provider~~press ofrelease ~~enterprise-class~~announcing ITits ~~infrastructure~~receipt ~~solutions prior to the closing~~ of the ~~acquisition of its assets and liabilities by the Company on July~~May 58, ~~2006~~2007 letter. ~~They provided~~A ~~these~~copy ~~services~~of tothe apress ~~diverse~~release ~~clientele~~is ~~that~~attached ~~included~~hereto ~~hundreds direct customers~~ as ~~well as several large OEM partners such as EMC, Dell, Symantec and Microsoft~~Exhibit 99.1. ~~From~~A ~~its~~copy ~~founding~~of inthe ~~1994 by Mr.~~May ~~Ateyeh~~8, ~~Collective focused on building and providing the server and storage infrastructure~~2007 ~~necessary~~letter tofrom ~~support~~Nasdaq ~~the~~is ~~complex~~attached ~~and~~hereto ~~critical~~as ~~applications that enterprise customers depend upon for running their businesses~~Exhibit 99.2.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 5, 2006, the Company closed the acquisition of assets and liabilities from Collective. Pursuant to the Agreement, the Company has acquired specified assets and liabilities of Collective for a purchase price consisting of:

• $6,000,000 in cash; • notes in the aggregate principal amount of $2,000,000 bearing interest at 5% and due in 12 quarterly payments beginning 90 days after closing (the “Notes”); • 2,272,727 shares of Company common stock; • warrants to purchase 1,000,000 shares of Company common stock at an exercise price of $1.32 per share; and • assumption of certain liabilities.

The shares issued as consideration in the transaction are subject to a 12 month lock-up agreement and have piggyback registration rights. Pursuant to the terms of the Notes, payments under the Notes may be accelerated in the event of default and upon the termination of Mr. Ateyeh’s employment without cause and for good reason. The Company common stock and warrants issued in connection with the transaction were issued pursuant to the exemptions from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D.

Mr. Ateyeh is a stockholder in Pencom Systems Incorporated (“Pencom”), the sole member of Collective. As a result of his ownership interest in Pencom, Mr. Ateyeh received, through a distribution by Collective of the consideration it received in the acquisition and a subsequent distribution by Pencom to its stockholders, a note with a principal amount of $581,613, warrants to purchase 300,000 shares of Company common stock and 851,100 shares of Company common stock. In addition, as a stockholder of Pencom, Mr. Ateyeh may have an indirect interest in any other consideration received by Collective in the transaction that has not been distributed to Pencom and its stockholders.

The Company will also issue up to 282,262 shares of restricted stock and 1,619,138 stock options to former employees of Collective. In addition to these shares of restricted stock and options, the Company will issue 300,000 shares of restricted stock and an option to purchase 300,000 shares of the Company’s common stock to Mr. Ateyeh, as discussed in Item 1.01 above and 150,000 shares of restricted stock to options pursuant to the Company’s employment agreements with Mr. Ateyeh, William Kerley, the former Chief Financial Officer and Chief Operating Officer of Collective and currently the Chief Operating Officer of the Company’s services division, in each case pursuant to their respective employment agreement with the Company and upon compliance with applicable federal and state securities laws, and all valued at fair market value on the date of grant. The Company has filed a Registration Statement on Form S-8 with respect to these securities and is in the process of complying with applicable state securities laws.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed under Item 2.01 hereof is incorporated herein by this reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed under Item 2.01 hereof is incorporated herein by this reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Executive Officers.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Description~~
2.1		Amendment No. 1 to Asset Purchase Agreement, dated June 28, 2006, by and among the Company, Collective and Pencom
99.1	Press Release, dated May 11, 2007.
2.2		Amendment No. 2 to Asset Purchase Agreement, dated July 5, 2006, by and among the Company, Collective and Pencom
99.2	Letter, dated May 8, 2007, from The Nasdaq Stock Market to MTI Technology Corporation.
4.1		Form of Common Stock Purchase Warrant
4.2		Registration Rights Agreement, dated July 5, 2006, by and between the Company and Collective
10.1		Form of Promissory Note
10.2		Employment Agreement, dated July 5, 2006, by and between the Company and Edward C. Ateyeh, Jr.

***

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include statements regarding the Company’s expectations, hopes, beliefs or intentions regarding the future, including but not limited to statements regarding the Company’s efforts to maintain its listing on The Nasdaq Capital Market. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include the volatility of the Company’s stock price and other factors affecting the Company’s business and its ability to regain compliance with applicable Nasdaq rules. Other important factors are set forth from time to time in the Company’s periodic and other filings with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended April 1, 2006. All forward-looking statements in this document are made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.

***

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

	MTI TECHNOLOGY CORPORATION
Date: July 11, 2006	By:	/s/ Scott J. Poteracki
Date: May 11, 2007	By:	/s/ SCOTT J. POTERACKI
		Scott J. Poteracki
		Executive Vice President, Chief Financial Officer and Secretary

~~Index~~EXHIBIT ~~to Exhibits~~INDEX

Exhibit No.	Description	~~Description~~
2.1		Amendment No. 1 to Asset Purchase Agreement, dated June 28, 2006, by and among the Company, Collective and Pencom
99.1	Press Release, dated May 11, 2007.
2.2		Amendment No. 2 to Asset Purchase Agreement, dated July 5, 2006, by and among the Company, Collective and Pencom
99.2	Letter, dated May 8, 2007, from The Nasdaq Stock Market to MTI Technology Corporation.
4.1		Form of Common Stock Purchase Warrant
4.2		Registration Rights Agreement, dated July 5, 2006, by and between the Company and Collective
10.1		Form of Promissory Note
10.2		Employment Agreement, dated July 5, 2006, by and between the Company and Edward C. Ateyeh, Jr.

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