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): February 21, 2007
Sipex Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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000-27892
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04-6135748 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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233 South Hillview Drive, Milpitas,
California
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95035 |
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(Zip Code) |
Registrant’s telephone number, including area code: 408-934-7500
Not Applicable
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On February 21, 2007, Sipex Corporation (“Sipex” or the “Company”) reported its financial
results for its fiscal fourth quarter and fiscal year ended December 30, 2006. A copy of the press
release issued by the Company concerning the foregoing results is furnished herewith as Exhibit
99.1.
The information contained herein and in the accompanying exhibit shall not be incorporated by
reference into any other filing of the Company, whether made before or after the date hereof,
regardless of any general incorporation language in such filing, unless expressly incorporated by
specific reference to such filing. In accordance with General Instruction B.2 of Form 8-K, the
information in this report is being “furnished” and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
The attached press release includes non-GAAP gross profit (loss), non-GAAP loss from
operations, non-GAAP net loss and non-GAAP net loss per share. The Company excludes the following
items for non-GAAP measures:
Increased depreciation due to shorter economic life of Hillview facility – This represents
increased depreciation expense on the Milpitas facility in California after determination that the
facility had a shorter economic useful life to Sipex. The Company excludes the depreciation impact
of this infrequent event for comparability with other periods.
Stock-based compensation – These expenses primarily consisted of expenses for employee stock
options under Statement of Financial Accounting Standards (“SFAS”) No. 123 (R). The Company
excludes stock-based compensation expenses for its non-GAAP measures primarily because they are
non-cash expenses that Sipex does not believe are reflective of ongoing operating results. Further,
the Company believes that it is useful to investors to understand the impact of the application of
SFAS 123(R) to its results of operations.
Restructuring and other – The charges primarily consisted of employee severance costs for the
Company’s reduction of workforce plan in the fiscal fourth quarter of 2006, stock option
compensation expense due to vesting acceleration of stock options held by a terminated senior
executive, employee severance and retention costs relating to the closure of its wafer fabrication
facility in Milpitas, California and lease costs associated with the unused portion of its Hillview
and Billerica facilities. Sipex believes it is useful to exclude restructuring charges in
measuring Sipex’s results of operations because they are non-recurring costs.
Impairment of fixed assets — In the fiscal second quarter of 2005, Sipex
recognized an impairment charge for its long-lived assets. Based on changes in the planned use for
its wafer fabrication assets, the Company performed an impairment evaluation in accordance with
SFAS No. 144 and determined that the appropriate grouping for this impairment evaluation was the
wafer fabrication assets taken together and the associated cash flows for these assets. The Company
excludes the impairment charge as it believes that it is an infrequent event, which makes the
operating results less comparable between reporting periods.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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Description |
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99.1
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Press release dated Feb. 21, 2007 announcing Sipex’s financial
results for its fiscal fourth quarter and fiscal year of 2006. |