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): November 13,
2007
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SILICON
STORAGE TECHNOLOGY, INC.
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(Exact
name of registrant as specified in its charter)
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California
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000-26944
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77-0225590
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1171
Sonora Court
Sunnyvale,
California
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94086
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (408)
735-9110
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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))
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of
Listing.
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On November
19, 2007, Silicon Storage Technology, Inc., or SST, announced that it has
received a NASDAQ Staff Determination letter dated November 13, 2007
indicating that SST is not in compliance with the filing requirements for
continued listing as set forth in Marketplace Rule 4310(c)(14) because SST
has
not filed its Quarterly Report on Form 10-Q for the quarter ended September
30,
2007. On April 26, 2007, SST attended a hearing before a NASDAQ Listing
Qualifications Panel in connection with the delay in the filing of SST’s Annual
Report on Form 10-K for the year ended December 31, 2006. The filing of
SST’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and
June 30, 2007 has also been delayed and SST has subsequently provided the Panel
with additional information to consider in rendering its decision. Pending
a decision by the Panel, SST’s shares will remain listed on
the NASDAQ Global Market.
At
this
time, the chairman of the audit committee of the board of directors has
substantially completed a review of the company’s historical stock option
practices and related accounting matters covering the time from SST’s initial
public offering in 1995 through the current fiscal year with the assistance
of
independent legal counsel and outside accounting experts. As previously
announced, the chairman of the audit committee has preliminarily determined
that
SST’s previously-issued financial statements for the fiscal years 1997 through
2005 and for the quarters ended March 31, 2006, June 30, 2006 and September
30,
2006 will need to be restated to correct errors related to accounting for
stock-based compensation expense.
The
stock-based compensation charges incurred will have the effect of decreasing
reported net income or increasing reported loss from operations and decreasing
the reported retained earnings figures contained in SST’s historical financial
statements for the periods noted above. SST does not expect that the anticipated
restatements will have any impact on its historical revenues or cash position
for any period.
SST
intends to file its restated financial statements and its delinquent Annual
Report for the year ended December 31, 2006 and delinquent Quarterly Reports
for
the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 by
the
end of 2007. SST continues to provide Nasdaq with information
regarding the progress of its restatement and intention to hold its 2007
annual
meeting of shareholders as soon as possible following the filing of its restated
financial statements and delinquent reports with the Securities and Exchange
Commission. The Nasdaq Listing Qualifications Council has
granted SST an exception to demonstrate compliance with all the continued
listing requirements until January 18, 2008.
A
copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
99.1 Press
Release, dated November 19, 2007, entitled “SST Announces Receipt of NASDAQ
Notice.”
SIGNATURE
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.
Dated November
19, 2007
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SILICON
STORAGE TECHNOLOGY, INC.
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By:
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/s/ James B. Boyd |
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James
B. Boyd
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
Release, dated November 19, 2007, entitled “SST Announces Receipt of
NASDAQ Notice.”
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