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): April 8, 2008
(Exact
name of registrant as specified in its charter)
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Delaware
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1-12333
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86-0385884
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
file
number)
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(I.R.S.
Employer
identification
number)
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10955
Vista Sorrento Parkway, San Diego,
CA 92130
(Address
of principal executive
offices) (Zip
Code)
(858)
314-7000
(Registrant’s
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, 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:
¨ 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)
ý 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
8.01 Other Events
On April
8, 2008, we issued a press release announcing the termination of the Share
Purchase Agreement, dated December 12, 2007, by and among Iomega Corporation
(the “Company”), ExcelStor Great Wall Technology Limited, a Cayman Islands
company, Shenzhen ExcelStor Technology Limited, a People’s Republic of China
(“PRC”) company, Great Wall Technology Company Limited, a PRC company, ExcelStor
Group Limited, a Cayman Islands company, and ExcelStor Holdings Limited, a
British Virgin Islands company (the “Purchase Agreement”). A copy of
the press release is attached hereto as Exhibit 99.1.
Concurrently
with the termination of the Purchase Agreement, and as separately announced
today, the Company entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with EMC Corporation (“EMC”). EMC will commence a cash
tender offer to purchase the outstanding shares of the Company’s common stock at
a price per share of $3.85 in cash, without interest. Pursuant to the
Merger Agreement, following the completion of the tender offer, a merger
subsidiary of EMC will merge into the Company leaving the Company as the
surviving entity and a wholly-owned subsidiary of EMC.
Item
9.01 Financial Statements and Exhibits.
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Exhibits.
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99.1
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Press
Release, dated as of April 8, 2008, announcing Iomega Corporation’s
termination of the Share Purchase Agreement with the ExcelStor
entities.
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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
duly authorized.
IOMEGA
CORPORATION
By: /s/ Jonathan S.
Huberman
Jonathan S. Huberman
Chief Executive Officer
Date: April
8, 2008
EXHIBIT
INDEX
Exhibit
No. Description
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Press Release, dated as of April
8, 2008, announcing Iomega Corporation’s termination of the Share Purchase
Agreement with the ExcelStor
Entities.
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