September 28, 2006 8K DOC


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: September 25, 2006
(Date of earliest event reported)

Maxim Integrated Products, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware
0-16538
94-2896096
 (State of other jurisdiction of incorporation)
 (Commission File Number)
(I.R.S. Employer Identification Number)

120 San Gabriel Drive
Sunnyvale, California    94086

(Address of principal executive offices including zip code)

(408) 737-7600
(Registrant's telephone number, including area code)

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))



Item 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Maxim Integrated Products, Inc. ("Maxim") announced that it will request a hearing before the NASDAQ Listing Qualifications Panel (the "Panel") in response to the receipt of a NASDAQ Staff Determination letter dated September 25, 2006 indicating that Maxim is not in compliance with the filing requirements for continued listing as set forth in Marketplace Rule 4310(c)(14). As expected, the letter was issued in accordance with NASDAQ procedures due to the delayed filing of Maxim's Annual Report on Form 10-K for the fiscal year ended June 24, 2006. Pending a decision by the Panel, Maxim shares will remain listed on the NASDAQ Stock Market. A copy of Maxim's press release is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

Exhibit

Description

 99.1

Text of press release issued by Maxim Integrated Products, Inc. dated September 28, 2006.








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: September 28, 2006

  Maxim Integrated Products, Inc.

  By:   /s/ Carl W. Jasper
       Carl W. Jasper
       Vice President and Chief Financial Officer








EXHIBIT INDEX

Exhibit

Description

 99.1

Text of press release issued by Maxim Integrated Products, Inc. dated September 28, 2006.       PDF