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): ~~January~~February 214, 2014

ZCO LIQUIDATING CORPORATION

(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

OCZ 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 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 2.01 below is incorporated by reference into this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On ~~January~~February 217, 2014, ~~OCZ~~ZCO ~~Technology~~Liquidating ~~Group,~~Corporation ~~Inc.~~ (the “Company”) ~~announced that it had~~ completed the sale of certain assets of the Company and certain of its wholly-owned subsidiaries (the “~~SSD~~Power Supply Assets”), mainly consisting of its ~~Solid~~power ~~State~~supply ~~Drive~~and power management assets, to ~~designees~~Firepower ofTechnology, ~~Toshiba Corporation~~Inc., a ~~Japanese~~Delaware ~~company~~corporation (“~~Toshiba~~Firepower”),. ~~pursuant~~The tosale awas ~~previously~~completed ~~disclosed~~pursuant ~~Asset~~to an Asset Purchase Agreement (the “Agreement”), dated ~~December~~February 24, ~~2013~~2014, between the Company and ~~Toshiba.~~Firepower ~~The~~and ~~aggregate purchase price for the SSD Assets~~ was ~~$35~~subject ~~million, of which approximately $19.5 million was used~~ to ~~repay~~Sections ~~debtor-in-possession~~105 ~~financing.~~and ~~The~~363 ~~Company anticipates that the net proceeds from the sale~~ of ~~the~~Chapter ~~SSD~~11 ~~Assets and from any~~ of ~~the~~Title ~~Company’s~~11 ~~remaining assets will be used principally to pay the claims~~ of the ~~Company’s~~United ~~creditors.~~States ~~The~~Bankruptcy ~~Company~~Code, ~~does~~including ~~not~~a ~~expect that any assets will be~~marketing ~~available for distribution to stockholders~~process.

OnThe ~~January 21,~~Agreement ~~2014,~~provided for consideration to be paid by Firepower in the ~~Company~~form ~~issued~~of aassumption ~~press~~of ~~release~~obligations ~~relating~~and payment in cash to the ~~foregoing~~Company ~~matters~~of an aggregate of $850,000. aThe ~~copy~~Company anticipates that the net proceeds from the sale of ~~which~~ isthe ~~filed~~Power asSupply ~~Exhibit~~Assets ~~99.1~~will be used principally to ~~this~~pay ~~Form~~the ~~8-K~~claims ~~and~~of isthe ~~incorporated~~Company’s ~~herein~~creditors. byThe ~~reference~~Company does not expect that any assets will be available for distribution to stockholders.

AsItem ~~previously~~8.01. ~~disclosed~~Other ~~by the Company in a press release issued on January 17, 2014, it is also in the process of a bidding procedure regarding the purchase of the Company’s power management business~~Events.

~~Item~~As ~~5.02.~~previously ~~Departure~~reported, ofon ~~Directors~~December 2, or2013, ~~Principal~~the ~~Officers;~~Company ~~Election~~and its wholly-owned domestic subsidiaries filed voluntary petitions (the “Chapter 11 Petitions”) for relief under Chapter 11 of ~~Directors;~~the ~~Appointment~~United States Bankruptcy Code in the United States Bankruptcy Court for the District of ~~Principal~~Delaware ~~Officers~~(the “Bankruptcy Court”).

~~Effective~~On January 2116, 2014, ~~Ralph~~the ~~Schmitt~~Bankruptcy ~~and~~Court ~~Rafael~~entered ~~Torres~~an ~~each~~order ~~resigned~~(the ~~from~~“Bar ~~their~~Date ~~positions~~Order”) asestablishing the following bar dates for filing proofs of claim against the Company’s: ~~President~~(a) March 3, ~~Chief~~2014 ~~Executive~~at ~~Officer, and~~5:00 ~~Director~~p.m. ~~and~~Eastern Prevailing Time (the ~~Company’s~~“General ~~Chief~~Bar ~~Financial~~Date”) ~~Officer~~for all persons and entities other than governmental units or those noted in (c) below, ~~respectively~~(b) June 2, ~~and~~2014 at 5:00 p.m. Eastern Prevailing Time for all ~~positions~~governmental ~~held~~units ~~with~~and ~~any~~(c) the ~~subsidiary~~later of (i) the ~~Company.~~General ~~Mr. Schmitt~~Bar Date and ~~Mr.~~(ii) ~~Torres~~30 ~~resigned~~days ~~from~~following ~~their~~the ~~positions~~order ~~with~~approving the ~~Company~~rejection ~~because~~of ~~they~~an ~~have~~executory ~~been appointed~~contract asor ~~officers~~unexpired oflease ~~OCZ~~for ~~Storage~~all ~~Solutions,~~persons ~~the~~and entities ~~Toshiba~~holding ~~company~~claims ~~that~~arising ~~acquired~~from the ~~SSD~~rejection ~~Assets~~of the executory contract or unexpired lease.

~~Effective~~A ~~January 23,~~copy ~~2014~~of the ~~Company’s board~~Bar ofDate ~~directors~~Order ~~appointed~~is ~~Timothy~~available D.for ~~Boates~~inspection during ofregular ~~RAS~~business ~~Management~~hours ~~Advisors,~~at ~~LLC~~the ~~(“RAS”),~~Office asof ~~Chief~~the ~~Restructuring~~Clerk ~~Officer~~of ~~to assist~~ the ~~Company~~United inStates ~~its~~Bankruptcy ~~debtor-in-possession~~Court ~~operations and related financial restructuring. Mr. Boates will have full responsibility~~ for ~~all~~the District of ~~the~~Delaware, ~~Company’s~~3rd ~~operations~~Floor, ~~including~~824 ~~but~~N. ~~not~~Market ~~limited~~Street, ~~to day to day management~~Wilmington, ~~and~~Delaware ~~will report directly to the Company’s board of directors~~19801. ~~Mr.~~ ~~Boates,~~In ~~age 52~~addition, isa ~~the~~copy ~~President~~ of ~~RAS,~~the aBar ~~turnaround and~~Date ~~management~~Order ~~firm.~~may Hebe ~~has~~viewed ~~been~~on the ~~employed~~internet ~~by RAS~~ for ~~the~~a ~~past~~fee 13at ~~years~~the ~~and~~Bankruptcy ~~has~~Court’s ~~been~~website ~~President~~(http://www.deb.uscourts.gov) ofby ~~that~~following ~~organization~~directions for 5accessing ~~years.~~the ~~RAS~~Bankruptcy ~~and~~Court’s ~~Mr. Boates~~electronic ~~have~~filing ~~served~~system ason ~~financial~~such ~~advisor to the Company since December 16~~website, ~~2013,~~or ~~pursuant~~free toof ~~an agreement~~charge ~~dated~~on ~~December 14,~~the ~~2013~~website http://www. gcginc.com/cases/ocz.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective January 24, 2014, the Company amended its Fourth Amended and Restated Certificate of Incorporation to change its corporate name to ZCO Liquidating Corporation by means of a merger of its wholly-owned subsidiary, Oldco Technology Group, Inc., with and into the Company.

A copy of the Certificate of Ownership and Merger is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

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
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).

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.


ZCO LIQUIDATING CORPORATION

By:		/s/ Timothy D. Boates
		Timothy D. Boates
		Chief Restructuring Officer

Date: ~~January~~February 2710, 2014

~~EXHIBIT~~3 ~~INDEX~~

Number		Description
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).

Filing Compare · ZCO LIQUIDATING Corp