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
29, 2008
MoSys,
Inc.
(Exact
name of registrant as specified in its charter)
000-32929
(Commission
File Number)
|
Delaware |
|
77-0291941 |
|
(State or other jurisdiction of incorporation)
|
|
(I.R.S. Employer Identification No.) |
|
755 N. Mathilda Avenue Sunnyvale, California 94085 |
|
(Address of principal executive offices, with zip code) |
(408) 731-1800
(Registrant’s
telephone number, including area code)
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)
⃞ 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
2.02 Results of Operations and Financial Condition.
On April 29, 2008, MoSys, Inc., or the Company, issued a press release
announcing its financial results for the first quarter ended March 31,
2008. A copy of this press release is furnished as Exhibit 99.1 to this
report. The press release should be read in conjunction with the
statements regarding forward-looking statements, which are included in
the text of the release.
In addition to disclosing financial results calculated in accordance
with U.S. generally accepted accounting principles (GAAP), the Company's
earnings release contains non-GAAP financial measures that exclude the
statement of operation effects of stock-based compensation and
amortization of intangibles in connection with the Company’s purchase of
certain intellectual property assets during a prior period. Management
of the Company primarily reviews gross margin, operating expenses
(research and development and sales, general and administrative),
operating loss, net loss and net loss per share exclusive of share-based
compensation and non-recurring charges such as those related to
amortization of intangibles in connection with the acquisition of assets
or other businesses for planning and forecasting future periods. Because
management reviews these financial measures calculated without taking
into account these items, these financial measures are treated as
"non-GAAP financial measures" under Securities and Exchange Commission
rules. Management uses the non-GAAP financial measures for internal
managerial purposes, to evaluate the Company's performance over
comparable periods, and to compare the Company's results to those of
other companies in its sector. In addition, management cites these
measures when publicly disclosing forward-looking statements about
expected future results of operations.
Management and the Board of Directors will continue to compare the
Company's historical consolidated results of operations (revenue, gross
margin, research and development, selling, general and administrative
expenses, operating loss, net loss and net loss per share), excluding
share-based compensation and the charges for amortization of intangibles
described above, to assess the business and compare operating results to
the Company's performance objectives. For example, the Company's
budgeting and planning process utilizes these non-GAAP financial
measures, along with other types of financial information. Also,
historically, profit-dependent cash incentive pay to eligible employees,
including senior management, has been calculated with reference to
operating results excluding all share-based compensation. The Company
discloses these non-GAAP financial measures to the public as an
additional means by which investors can assess the Company's performance
and to identify the Company's operating results for investors on the
same basis applied by management. The non-GAAP financial measures
disclosed by the Company should not be considered a substitute for, or
superior to, financial measures calculated in accordance with GAAP, and
the financial results calculated in accordance with GAAP and
reconciliations to those financial statements should be carefully
evaluated. The non-GAAP financial measures used by the Company may be
calculated differently from, and therefore may not be comparable to,
similarly titled measures used by other companies. The Company has
provided reconciliations of the non-GAAP financial measures to the most
directly comparable GAAP financial measures in the press release
furnished as Exhibit 99.1
Moreover, although these non-GAAP financial measures adjust expense,
they should not be viewed as a pro forma presentation reflecting the
elimination of the underlying share-based compensation programs, as
those programs are an important element of the Company's compensation
structure and GAAP requires that all forms of share-based payments
should be valued and included, as appropriate, in results of operations.
Management believes these expenses are a material part of the Company's
operating results.
The information contained in this report and the exhibit attached hereto
is furnished solely pursuant to Item 2.02 of Form 8-K and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that
section. The information contained herein and the exhibit attached
hereto shall not be incorporated by reference into any filing with the
Securities and Exchange Commission made by MoSys, Inc., whether made
before or after the date hereof, except as shall be expressly set forth
by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
|
Exhibit No. |
Description |
|
| 99.1 | Press Release by MoSys, Inc. dated April 29, 2008. |
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 hereunto duly authorized.
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MOSYS, INC. |
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| Date: | April 29, 2008 | By: |
/s/ James W. Sullivan |
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James W. Sullivan |
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Vice President of Finance and |
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Chief Financial Officer |
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EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 99.1 |
Press Release by MoSys, Inc. dated April 29, 2008. |