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 21, 2014

ZCO LIQUIDATING CORPORATION

(Exact name of registrant as specified in its charter)

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):

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 21, 2014, OCZ Technology Group, 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 Assets”), mainly consisting of its Solid State Drive assets, to designees of Toshiba Corporation, a Japanese company (“Toshiba”), pursuant to a previously disclosed Asset Purchase Agreement, dated December 2, 2013, between the Company and Toshiba. The aggregate purchase price for the SSD Assets was $35 million, of which approximately $19.5 million was used to repay debtor-in-possession financing. The Company anticipates that the net proceeds from the sale of the SSD Assets and from any of the Company’s remaining assets will be used principally to pay the claims of the Company’s creditors. The Company does not expect that any assets will be available for distribution to stockholders.

On January 21, 2014, the Company issued a press release relating to the foregoing matters, a copy of which is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

As previously disclosed 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.

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

Effective January 21, 2014, Ralph Schmitt and Rafael Torres each resigned from their positions as the Company’s President, Chief Executive Officer, and Director and the Company’s Chief Financial Officer, respectively, and all positions held with any subsidiary of the Company. Mr. Schmitt and Mr. Torres resigned from their positions with the Company because they have been appointed as officers of OCZ Storage Solutions, the Toshiba company that acquired the SSD Assets.

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.

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.

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.

Date: January 27, 2014

EXHIBIT INDEX

Exhibit 3.1

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

OLDCO TECHNOLOGY GROUP, INC.

WITH AND INTO

OCZ TECHNOLOGY GROUP, INC.

Pursuant to Section 253 of the Delaware General Corporation Law

OCZ Technology Group, Inc., a Delaware corporation (the “Corporation”), which desires to merge (the “Merger”) OldCo Technology Group, Inc., a Delaware corporation and a wholly owned subsidiary of the Corporation (“Subsidiary”), with and into the Corporation on the terms set forth below and in the Plan of Merger (as defined below), pursuant to the terms and provisions of Section 253 of the Delaware General Corporation Law, as amended (the “DGCL”), DOES HEREBY CERTIFY AS FOLLOWS:

FIRST: That the Corporation owns 100% of the outstanding shares of each class of outstanding capital stock of Subsidiary.

SECOND: That the Board of Directors (the “Board”) of the Corporation, by the following resolutions duly adopted during a telephonic meeting held on January 23, 2014, determined to effect the Merger as follows:

WHEREAS, the Board deems it desirable and in the best interests of the Corporation to change the name of the Corporation to “ZCO Liquidating Corporation”;

WHEREAS, pursuant to the terms and provisions of Section 253(b) of the DGCL the Board may effect the change of name of the Corporation without stockholder approval upon forming a subsidiary, causing the subsidiary to merge with and into the Corporation and setting forth in a Certificate of Ownership and Merger to be filed with the Office of the Delaware Secretary of State a provision providing for the change of name of the Corporation;

WHEREAS, the Corporation has formed OldCo Technology Group, Inc., a Delaware corporation, of which the Corporation owns beneficially and of record 100% of the issued and outstanding capital stock;

WHEREAS, the Board deems it desirable and in the best interests of the Corporation to merge Subsidiary with and into the Corporation, such that the Corporation shall be the surviving corporation of the Merger and pursuant to the terms and provisions of which the Corporation shall effect a change of name to “ZCO Liquidating Corporation”; and

WHEREAS, there has been presented to the Board a Plan of Merger (the “Plan of Merger”) which provides for, among other things, the merger of Subsidiary with and into the Corporation, such that the Corporation shall be the surviving corporation of the Merger and pursuant to the terms and provisions of which the Corporation shall effect a change of name to “ZCO Liquidating Corporation”.

NOW THEREFORE, BE IT RESOLVED, that, in accordance with the DGCL (including, without limitation, Section 253 of the DGCL), the Board hereby authorizes, adopts and approves in all respects the Plan of Merger;

BE IT FURTHER RESOLVED, that the President, the Chief Restructuring Officer, any Vice President, the Secretary and the Treasurer of the Corporation (each, an “Authorized Officer”) are each hereby authorized, in the name and on behalf of the Corporation, to execute a Certificate of Ownership and Merger to be filed with the Office of the Delaware Secretary of State and to execute and deliver any such other certificates, instruments or documents, if any, as any of such Authorized Officers may deem necessary or appropriate to consummate the Merger and the purposes and transactions contemplated by the terms and provisions of the Plan of Merger;

FURTHER RESOLVED, that the Authorized Officers of the Corporation are each hereby authorized to take from time to time, in the name and on behalf of the Corporation, such actions and to execute and deliver from time to time, in the name and on behalf of the Corporation, such certificates, instruments, notices and documents as may be required or as such officer may deem necessary, advisable or proper in order to carry out the purposes and intent of the foregoing resolutions; all such acts and things done or caused to be done, and all such certificates, instruments, notices and documents, to be performed, executed and delivered in such form as the Authorized Officer performing or executing the same may approve, the performance or execution thereof by such Authorized Officer to be conclusive evidence of the approval thereof by such Authorized Officer and by this Board;

FURTHER RESOLVED, that any and all action heretofore or hereafter taken by each Authorized Officer of the Corporation in accordance with the foregoing resolutions is hereby approved, ratified and confirmed as the act and deed of the Corporation.

THIRD: That the Corporation does hereby merge Subsidiary with and into the Corporation on the terms set forth in the Plan of Merger, with the Corporation being the surviving corporation of the Merger.

FOURTH: That the name of the surviving corporation in the Merger is OCZ Technology Group, Inc.

FIFTH: The certificate of incorporation of the Corporation, as amended and restated and in effect immediately prior to the Effective Time shall be the amended and restated certificate of incorporation of the surviving corporation upon the effectiveness of the Merger except that Article First thereof shall be amended in its entirety to read as follows:

Article First: The name of the corporation is: ZCO Liquidating Corporation

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SIXTH: That the Merger shall become effective upon the filing of this Certificate of Ownership and Merger with the Secretary of State of the State of Delaware.

* * * * *

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed its duly authorized officer as of this 24th day of January, 2014.

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Exhibit 99.1

Toshiba Corporation Completes Acquisition of OCZ Technology Group’s Assets and

Launches New Subsidiary, OCZ Storage Solutions

OCZ Storage Solutions - a Toshiba Group Company - Will Serve the Solid-State Storage Industry

with Both Client and Enterprise SSD Solutions and Software

SAN JOSE, CA—January 21, 2014—Toshiba Corporation, a global technology leader and manufacturer of NAND flash memory, today announced that the Company has finalized the purchase of substantially all assets of OCZ Technology Group (PINKSHEETS: OCZTQ), making it a wholly owned subsidiary and Toshiba Group Company. Effective immediately, the Group company will operate independently as OCZ Storage Solutions, a leading provider of high-performance solid state drives (SSDs) for computing devices and systems.

The acquisition provides Toshiba with OCZ’s enterprise and client SSD businesses and enables the established OCZ brand to continue in full force with a current product portfolio that includes SATA and PCIe consumer drives for high-performance and mainstream applications, and SATA, SAS and PCIe enterprise drives supported by virtualization, cache and acceleration software. OCZ Storage Solutions will leverage Toshiba’s cutting-edge NAND and combine it with the Company’s proprietary controllers, firmware and software to provide both client and enterprise customers with innovative and cost-effective solid-state storage solutions.

“The acquisition of OCZ further expands our solid-state storage capabilities and represents Toshiba’s commitment to this high-growth area,” said Mr. Seiichi Mori, Vice President of Toshiba’s Semiconductor and Storage Company and Corporate Vice President of Toshiba. “Our goal is to offer a leading edge portfolio of solid state solutions to address the storage challenges faced by both client and enterprise customers, and the acquisition of OCZ is an ideal addition to our team in realizing this strategy.”

“We are very excited to be part of the Toshiba family where we will continue to develop new and unique solid-state storage technologies that position the new entity as a market leader,” said Ralph Schmitt, CEO for OCZ Storage Solutions. “With Toshiba’s financial strength and portfolio of leading-edge NAND flash memory, OCZ is now in a advantageous position as one of the few companies in the SSD industry with advanced controller IP and NAND flash supply under one global organization, which in turn will help enable more robust and competitive solid-state solutions going forward while expanding our market presence in the rapidly growing SSD market.”

As a Toshiba Group Company, OCZ Storage Solutions will continue to maintain its established worldwide sales channels. The new Company’s headquarters will remain in San Jose, California, with strategic design centers located in Irvine (California), Tel Aviv (Israel), and Abingdon (UK).

For more information about OCZ and its complete product portfolio, please visit www.ocz.com.

For OCZ enterprise products, please visit www.ocz.com/enterprise.

For OCZ consumer products, please visit www.ocz.com/consumer.

About Toshiba

Toshiba is a world-leading diversified manufacturer, solutions provider and marketer of advanced electronic and electrical products and systems. Toshiba Group brings innovation and imagination to a wide range of businesses: digital products, including LCD TVs, notebook PCs, retail solutions and MFPs; electronic devices, including semiconductors, storage products and materials; industrial and social infrastructure systems, including power generation systems, smart community solutions, medical systems and escalators & elevators; and home appliances. Toshiba was founded in 1875, and today operates a global network of more than 590 consolidated companies, with 206,000 employees worldwide and annual sales surpassing 5.8 trillion yen (US$61 billion). Visit Toshiba’s web site at www.toshiba.co.jp/index.htm

About OCZ Storage Solutions

OCZ Storage Solutions – a Toshiba Group Company is a leading provider of high performance client and enterprise solid-state storage products and is a wholly-owned subsidiary of Toshiba Corporation. Offering a complete spectrum of solid-state drives (SSDs), OCZ Storage Solutions leverages proprietary technology to provide SSDs in a variety of form factors and interfaces to address a wide range of applications. Having internally developed firmware and controllers, virtualization, cache and acceleration software, and endurance extending and data reliability technologies, the Company delivers vertically integrated solutions enabling transformational approaches to how digital data is captured, stored, accessed, analyzed and leveraged by customers. More information is available at www.ocz.com.

CONTACT INFORMATION

Toshiba Press Contact:

Tatsuro Oishi

Public Relations & Investor Relations Office

Corporate Communications Div.

81-3-3457-2100

tatsuro.oishi@toshiba.co.jp

OCZ Storage Solutions Press Contact:

Scott Harlin

Director of Marketing Communications

(408) 440-3484

sharlin@ocztechnology.com

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