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~~January 2321, ~~2013~~2014

~~OCZ~~ZCO ~~TECHNOLOGY~~LIQUIDATING ~~GROUP,~~CORPORATION ~~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~~OCZ ~~applicable~~Technology Group, Inc.

(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 12.0301. ~~Bankruptcy~~Completion of Acquisition or ~~Receivership~~Disposition of Assets.

AsOn ~~previously~~January 21, ~~reported~~2014, onOCZ ~~December 2~~Technology Group, ~~2013~~Inc. ~~OCZ~~(the “Company”) announced that it had completed the sale of certain assets of the Company and certain of its wholly-owned ~~domestic~~ subsidiaries, (~~together~~the ~~with~~“SSD ~~OCZ~~Assets”), ~~the~~mainly consisting of its Solid State Drive assets, to designees of Toshiba Corporation, a Japanese company (“~~Debtors~~Toshiba”), ~~filed~~pursuant to a previously disclosed Asset ~~voluntary~~Purchase ~~petitions~~Agreement, (dated December 2, 2013, between the ~~“Chapter~~Company 11and ~~Petitions”)~~Toshiba. The aggregate purchase price for ~~relief~~the ~~under~~SSD ~~Chapter~~Assets 11was $35 million, of ~~the~~which ~~United~~approximately ~~States~~$19.5 ~~Bankruptcy~~million ~~Code~~was ~~(the~~used ~~“Bankruptcy~~to ~~Code”)~~repay debtor-in-possession ~~the~~financing. ~~United~~The ~~States~~Company anticipates ~~Bankruptcy~~that ~~Court~~the ~~for~~net proceeds from the ~~District~~sale of ~~Delaware~~the (SSD Assets and from any of the ~~“Bankruptcy~~ ~~Court”). Their~~Company’s ~~Chapter~~remaining 11assets ~~cases~~will ~~are~~be ~~jointly~~used ~~administered~~principally ~~under~~to pay the ~~lead~~claims ~~case,~~of ~~captioned~~the asCompany’s Increditors. reThe ~~OCZ~~Company ~~Technology~~does ~~Group,~~not ~~Inc.~~expect etthat ~~al.,~~any ~~Case~~assets Nowill be available for distribution to stockholders. ~~13-13126.~~

~~Concurrently~~On ~~with the filing of the Chapter 11 Petitions, on December~~January 221, ~~2013~~2014, the ~~Debtors~~Company ~~also~~issued ~~filed~~a ~~their~~press ~~Motion~~release ~~For~~relating Entry of (I) an Order (A) Authorizing and Approving Bidding Procedures in Connection with the Sale of Substantially All of the Debtors’ Assets, (B) Authorizing and Approving Stalking Horse Protections, (C) Authorizing and Approving Procedures Related to the ~~Assumption~~foregoing ~~and Assignment of Executory Contracts and Unexpired Leases in Connection with the Sale Approval Hearing~~matters, (E) Approving the Form and Manner of the Notice of the Sale Hearing, and (F) Granting Certain Related Relief, and (II) an Order (A) Approving the Sale of Substantially All of the Debtors’ Assets, (B) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with the Sale, and (C) Granting Certain Related Relief [D.I. 15] (the “Sale Motion”) with clerk of the Bankruptcy Court seeking, among other things, entry of an order (the “Sale Order”) authorizing and approving: (a~~) the~~ ~~sale~~copy of ~~substantially~~which ~~all~~is offiled ~~their~~as ~~assets~~Exhibit (the “Assets”) free and clear of liens, claims, encumbrances and other interests, with all such liens, claims, encumbrances and other interests attaching with the same validity and priority to the sale proceeds, to Toshiba Corporation99.,1 ~~a Japanese company (the “Stalking Horse Bidder”) pursuant~~ to anthis ~~Asset~~Form ~~Purchase~~8-K ~~Agreement dated December 2, 2013 (the “Stalking Horse APA”);~~ and ~~(b) procedures~~is ~~for the~~incorporated ~~assumption~~herein ~~and~~by ~~assignment of executory contracts and unexpired leases (collectively, the “Assigned Contracts”)~~reference.

OnAs ~~December 23, 2013,~~previously ~~the~~disclosed ~~Court~~by ~~entered an order [D.I. 126] (~~the ~~“Bidding~~Company ~~Procedures~~in ~~Order”)~~a ~~granting~~press ~~certain~~release ofissued on ~~the relief sought in the Motion~~January 17, ~~including~~2014, ~~among~~it ~~other~~is ~~things,~~also ~~approving:~~in ~~(a)~~ the ~~bidding~~process ~~procedures for the Sale~~ of ~~the~~a ~~Assets (the~~bidding ~~“Bidding~~procedure ~~Procedures”);~~regarding ~~and (b) procedures for~~ the ~~assumption~~purchase ~~and assignment~~ of the ~~Assigned~~Company’s ~~Contracts~~power ~~(the~~management ~~“Assumption and Assignment Procedures”)~~business.

AItem ~~copy of the Bidding Procedures Order, which includes the Bidding Procedures and Assumption and Assignment Procedure, is attached hereto as Exhibit 99~~5.~~2 and is incorporated herein by reference~~02. ~~All~~Departure ~~interested~~of ~~bidders~~Directors ~~should carefully read the Bidding Procedures and Bidding Procedures Order. To the extent that there are any conflicts~~ or ~~inconsistencies~~Principal ~~between~~Officers; ~~this~~Election ~~notice~~of ~~and~~Directors; ~~the~~Appointment ~~Bidding Procedures~~of orPrincipal ~~Bidding Procedures Order, the Bidding Procedures or Bidding Procedures Order, as applicable, shall govern in all respects~~Officers.

~~The Debtors~~Effective ~~are~~January 21, ~~presently~~2014, ~~soliciting~~Ralph ~~offers~~Schmitt ~~for~~and ~~the~~Rafael ~~purchase~~Torres ofeach ~~substantially~~resigned ~~all~~from of their ~~Assets~~positions ~~consistent~~as ~~with~~ the ~~Bidding~~Company’s ~~Procedures~~President, ~~and~~Chief ~~the~~Executive ~~Bidding~~Officer, and ~~Procedures~~Director ~~Order.~~and ~~Any~~the ~~Potential~~Company’s ~~Bidder~~Chief ~~that~~Financial ~~desires~~Officer, torespectively, ~~make~~and aall ~~bid~~positions ~~must~~held ~~deliver~~with ~~electronic~~any ~~and printed~~subsidiary ~~copies~~ of ~~its~~the ~~bid~~Company. ~~that~~Mr. Schmitt ~~satisfy~~and ~~each~~Mr. Torres ofresigned ~~the~~from ~~Qualified~~their ~~Bid~~positions ~~Requirements~~with ~~(as defined in~~ the ~~Bidding~~Company ~~Procedures)~~because bythey nohave ~~later~~been appointed ~~than~~as ~~12:00 p.m.~~officers ~~(Prevailing~~of ~~Eastern~~OCZ ~~Time)~~Storage ~~on Monday~~Solutions, ~~January 13, 2014 (~~the ~~“Bid Deadline”),~~Toshiba tocompany ~~each~~that ofacquired the ~~following:~~SSD Assets.

Debtors’ Counsel:		Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Attn: Michael R. Nestor, Esq. mnestor@ycst.com – and – Mayer Brown LLP 71 South Wacker Drive Chicago, IL 60606 Attn: Sean T. Scott, Esq. stscott@mayerbrown.com
Debtors’ Investment Banker:		Deutsche Bank Securities Inc. 101 California Street, 48th floor San Francisco, CA 94111 Attn: Thomas Cho Thomas.cho@db.com

Effective January 23, 2014 the Company’s board of directors appointed Timothy D. Boates of RAS Management Advisors, LLC (“RAS”), as Chief Restructuring Officer to assist the Company in its debtor-in-possession operations and related financial restructuring. Mr. Boates will have full responsibility for all of the Company’s operations, including but not limited to day to day management, and will report directly to the Company’s board of directors. Mr. Boates, age 52, is the President of RAS, a turnaround and management firm. He has been employed by RAS for the past 13 years and has been President of that organization for 5 years. RAS and Mr. Boates have served as financial advisor to the Company since December 16, 2013, pursuant to an agreement dated December 14, 2013.

IfItem ~~the~~5.03. ~~Debtors~~Amendments ~~receive qualified bids within the requirements and time frame specified by the Bidding Procedures, the Debtors will conduct an auction (the “Auction”) with respect~~ to ~~the~~Articles ~~Sale~~ of ~~their~~Incorporation ~~Assets at 10:00 a.m. (Prevailing Eastern Time) on Wednesday, January 15, 2014 (~~or ~~such~~Bylaws; ~~later~~Change ~~date as determined~~ in ~~accordance~~Fiscal ~~with the Bidding Procedures), at the offices of Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801~~Year. ~~The Auction shall be conducted in a timely fashion according to the Bidding Procedures.~~

AEffective HEARING TO CONSIDER APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS TO THE STALKING HORSE BIDDER OR OTHER SUCCESSFUL BIDDER THEREFOR (THE “SALE HEARING”) IS PRESENTLY SCHEDULED TO TAKE PLACE ON THURSDAY, JANUARYJanuary 1624, 2014 ~~AT 2:30 P.M. (PREVAILING EASTERN TIME) (BEFORE THE HONORABLE PETER J. WALSH IN COURTROOM 2 IN THE UNITED STATES BANKRUPTCY COURT~~, ~~824~~ ~~MARKET~~the ~~STREET~~Company N,amended ~~3RD~~its ~~FLOOR,~~Fourth ~~WILMINGTON,~~Amended ~~DELAWARE~~and ~~19801.~~Restated ~~OBJECTIONS~~Certificate TOof ~~THE~~Incorporation ~~SALE, IF ANY, MUST BE FILED ON OR BEFORE THURSDAY, JANUARY 9, 2014 AT 4:00 P.M. (PREVAILING EASTERN TIME) (THE “SALE OBJECTION DEADLINE”). Any Person or entity who fails~~ to ~~timely~~change ~~make~~its ancorporate ~~objection~~name to ~~the Sale on or before the Sale Objection Deadline in accordance with the Bidding Procedures Order shall be forever barred from asserting any~~ZCO ~~objection~~Liquidating toCorporation ~~the~~by ~~Sale,~~means ~~including with respect to the transfer~~ of ~~the~~a ~~Purchased~~merger ~~Assets free and clear~~ of ~~all~~its ~~liens,~~wholly-owned ~~claims~~subsidiary, ~~encumbrances~~Oldco ~~and~~Technology ~~other Interests (as defined in the Bidding Procedures)~~Group, ~~except as set forth in the Stalking Horse APA or any Modified Agreement (as applicable)~~Inc., ~~Any~~with ~~creditor that receives notice of the Sale Hearing~~ and ~~fails~~into ~~to timely file an objection to~~ the ~~Sale shall be deemed to have consented under section 363(f)(2) of the Bankruptcy Code to a sale free and clear of such creditor’s Interests, if any~~Company.

InA ~~addition to the~~ copy of the Certificate ~~Bidding Procedures Order attached hereto, copies~~ of ~~the~~Ownership ~~Sale Motion, the Stalking Horse APA,~~ and ~~the~~Merger ~~proposed~~is ~~Sale~~filed ~~Order~~as ~~are~~Exhibit ~~available~~3.1 ~~at no cost upon request~~ to ~~the~~this ~~Debtor’s~~Form ~~Noticing~~8-K and ~~Claims~~is ~~Agent,~~incorporated ~~GCG,~~herein ~~Inc., at (877) 899-5510 (or outside the U.S. at (614) 763-6122), or may be obtained electronically~~ by ~~visiting the website maintained in the Debtors’ Chapter 11 cases at www~~reference.~~gcginc.com/cases/ocz.~~

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

As previously reported, on December 2, 2013, the Company and its wholly-owned domestic subsidiaries filed voluntary petitions (the “Chapter 11 Petitions”) for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Due to the Chapter 11 Petitions and matters related thereto, the Company is unable to provide any pro forma financial information which may be required by this Item.

(d) Exhibits.

Number		Exhibit
99.2		Bidding Procedures Order entered December 23, 2013
3.1		Certificate of Ownership and Merger merging Oldco Technology Group, Inc. with and into its parent corporation, OCZ Technology Group, Inc.
99.1		Press release issued by OCZ Technology Group, Inc. dated January 21, 2014 (Toshiba Corporation Completes Acquisition of OCZ Technology Group’s Assets and Launches New Subsidiary, OCZ Storage Solutions).

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~~ZCO ~~TECHNOLOGY~~LIQUIDATING ~~GROUP,~~CORPORATION ~~INC.~~ By: /Ss/ ~~Rafael~~Timothy ~~Torres~~D. ~~Rafael~~Boates ~~Torres~~Timothy D. Boates Chief ~~Financial~~Restructuring Officer

Date: January 327, 2014

EXHIBIT INDEX

Number		Description
99.2		Bidding Procedures Order entered December 23, 2013
3.1		Certificate of Ownership and Merger merging Oldco Technology Group, Inc. with and into its parent corporation, OCZ Technology Group, Inc.
99.1		Press release issued by OCZ Technology Group, Inc. dated January 21, 2014 (Toshiba Corporation Completes Acquisition of OCZ Technology Group’s Assets and Launches New Subsidiary, OCZ Storage Solutions).

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