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): December 217, 2013

OCZ TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-34650

04-3651093

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6373 San Ignacio Avenue

San Jose, California 95119

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 733-8400

Not applicable.

(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 ( see General Instruction A.2. below):

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

On December 217, 2013, OCZ Technology Group, Inc. (“OCZ” )or ~~entered into an Asset Purchase Agreement (~~the “~~Agreement~~Company”) ~~with~~received ~~Toshiba Corporation.,~~ a ~~Japanese~~letter ~~company~~from ~~(“Toshiba”),~~the ~~whereby~~Listing Qualifications ~~the~~Staff ~~Company~~of ~~would~~The ~~sell~~NASDAQ toStock ~~Toshiba,~~Market ~~and~~LLC ~~Toshiba~~(the ~~would~~“Staff”) ~~purchase~~stating ~~and~~that ~~acquire~~the ~~from~~Staff ~~OCZ,~~has ~~certain~~determined ~~assets~~that ofthe ~~OCZ~~Company’s ~~and~~securities ofwill ~~certain~~be ofdelisted ~~its~~from ~~wholly-owned~~The ~~subsidiaries~~NASDAQ ~~(the~~Stock ~~“Acquired Subsidiaries”)~~Market. The ~~transaction~~letter ~~will~~states bethat ~~subject~~the todelisting ~~Sections~~notice ~~105,~~was issued ~~363~~as ~~and~~a ~~365~~result of ~~Chapter~~OCZ’s 11announcement ofon ~~Title 11 of the United States Code~~December 6, ~~including~~2013 athat ~~marketing~~it ~~process.~~had ~~The~~filed ~~Agreement~~for ~~includes~~relief ~~certain~~under ~~customary~~Chapter ~~representations~~11 ~~and~~of ~~warranties~~the ~~and covenants~~U.S. ~~The~~Bankruptcy ~~Agreement~~Code ~~also~~on ~~provides~~December 2, ~~for a $1~~2013,~~050,000~~ ~~break-up~~and ~~fee~~that ~~payable~~the toletter ~~Toshiba~~was inissued ~~certain~~by ~~events,~~the asStaff ~~well~~pursuant ~~the~~to ~~reimbursement~~its ofdiscretionary authority ~~Toshiba’s~~under ~~expenses~~NASDAQ ~~(up~~Listing toRules ~~$750~~5101,~~000~~ 5110(b), inand ~~certain instances~~IM-5101-1.

~~The~~Per ~~Agreement~~the ~~provides~~letter, ~~for~~the ~~consideration~~Staff toadvised bethe ~~paid~~Company bythat ~~Toshiba in~~ the ~~form~~determination ofis ~~assumption~~based ofon ~~obligations and payment in cash to~~ the Company’s ofvoluntary anChapter ~~aggregate~~11 ~~of $35~~filing,~~000,000,~~ ~~less (x)~~ the ~~amount~~associated ofpublic ~~debtor-in-possession~~interest ~~financing~~concerns ~~provided~~raised by ~~Toshiba~~it; toconcerns ~~the~~regarding ~~company (approximately $23,500,000) and (y)~~ the ~~amount~~residual ofequity ~~liabilities~~interest as of the ~~closing~~existing ~~date~~listed ofsecurities ~~the~~holders; ~~Acquired Subsidiaries in excess of $500,000 (excluding cash~~ and ~~cash~~concerns ~~equivalents)~~about ~~over~~ the ~~aggregate~~Company’s ~~amount~~ability ofto ~~liabilities~~sustain compliance ~~reflected~~with onall ~~the~~requirements ~~balance sheet~~ for ~~such~~continued ~~Acquired~~listing ~~Subsidiary~~on asThe ofNASDAQ ~~October 31,~~Stock ~~2013 (in each case excluding intercompany liabilities)~~Market.

~~The~~Unless ~~transaction~~the isCompany ~~subject~~requests toan ~~certain~~appeal ~~closing~~of ~~conditions~~this determination, ~~including:~~trading of the Company’s common stock will be suspended at the opening of business on December 27, 2013 and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The NASDAQ Stock Market. The Company does not intend to file an appeal.

•After Notrading ~~law~~is suspended on The NASDAQ Stock Market, ~~judgment~~the Company’s securities may be immediately eligible for trading on the OTC Bulletin Board (the “OTCBB”) or ~~proceeding~~the ~~prohibiting~~OTC Pink Marketplace (the ~~transaction;~~“Pink Sheets”), but only if a market maker applies successfully to quote the securities. There can be no assurance that any market maker will decide to quote the Company’s securities immediately following suspension of trading or at all, and thus there is no assurance that the Company’s securities will be eligible to trade on the OTCBB or the Pink Sheets.

• Receipt of necessary competition law approvals;

• Approval by the Bankruptcy Court of the transaction;

• Compliance with covenants (certified by an officer of OCZ);

• Accuracy of representations and warranties (certified by an officer of OCZ);

• Certain customary closing deliveries;

• No material adverse effect;

• Approval by the Bankruptcy Court of the expense reimbursement and break-up fee provisions

• Approval by the Bankruptcy Court of the assumption and assignment of the contracts (including real property leases) to be transferred to Toshiba in connection with the transaction;

• Payment by OCZ of all amounts required to cure all defaults under each contract to be transferred to Toshiba as required under the Bankruptcy Code;

• Agreement of at least 80% of specified business employees and 70% of all other business employees to be employed by Buyer (or an Acquired Subsidiary) following the closing, in each case on specified terms and conditions (certified by an officer of OCZ);

• Third party consents required under specified key contracts (certified by an officer of OCZ); and

• Satisfaction of the principal amount due under the prepetition senior loans or a written instruction to Toshiba that such amount shall be paid directly (and deducted) from the purchase price.

Item 1.03 Bankruptcy or Receivership.

On December 2, 2013 OCZ and its wholly-owned domestic subsidiaries, (together with OCZ the “Debtors”) filed voluntary petitions (the “Chapter 11 Petitions”) for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Their Chapter 11 cases are jointly administered under the lead case, captioned as In re OCZ Technology Group, Inc. et al., Case No. 13-13126. The Debtors will continue to manage their properties and operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. The Debtors’ direct and indirect subsidiaries in other jurisdictions are not included in the U.S. bankruptcy filings and no bankruptcy, insolvency, or similar proceedings have been initiated with respect to any other subsidiaries.

On December 2, 2013, OCZ issued a press release relating to the foregoing matters, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number		Exhibit
99.2		Press Release dated December 2, 2013

None.

SIGNATURES

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 thereunto duly authorized.

OCZ TECHNOLOGY GROUP, INC. By: /Ss/ Rafael Torres Rafael Torres Chief Financial Officer

Date: December 618, 2013

EXHIBIT INDEX

Number		Description
99.2		Press Release dated December 2, 2013

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