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): August 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
August
16, 2007, Silicon Storage Technology, Inc., or SST, announced that it had
received a NASDAQ Staff Determination letter dated August 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 June 30, 2007. On
April 26, 2007, SST attended a hearing before a NASDAQ Listing Qualifications
Panel, or the 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 Report on Form 10-Q for the quarter ended March 31, 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.
As
previously announced, the chairman of the audit committee of the board of
directors is conducting 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. The chairman
of the audit committee is conducting this review with the assistance of
independent outside counsel and outside accounting experts. As also
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. At this time the
chairman has not completed the forensic review of the option grants and the
financial impact of using incorrect measurement dates has not been
finalized.
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 and June 30, 2007 as soon as
practicable.
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 August 16, 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 August
17, 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 August 16, 2007, entitled “SST Announces Receipt of NASDAQ
Notice.”
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