SST Press Release dated March 15, 2007
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): March
15, 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))
Item
2.02. Results of Operations and Financial Condition.
The
information set forth below under “Item 2.06. Material Impairments” is
incorporated by reference herein.
Item
2.06. Material Impairments.
On
January 24, 2007, Silicon Storage Technology, Inc., or SST, issued a press
release announcing our preliminary fourth quarter and fiscal 2006 operating
results. We have subsequently reviewed the carrying value of our equity
investments for impairment. During our review of our non-marketable securities,
we became aware of certain pending equity transactions by Grace Semiconductor
Manufacturing Corporation, or GSMC, at a price per share expected to be below
our carrying value. We consider this impairment to be other than temporary.
Accordingly, we expect to record an impairment charge related to our investment
in GSMC of approximately $35 million. This charge will be reflected in our
statement of operations for the year ended December 31, 2006.
The
press
release announcing the impairment charge is attached hereto as Exhibit 99.1
and
incorporated by reference herein.
Item
8.01. Other Events.
Stock
Option Review
On
March
15, 2007, we issued a press release announcing that we will conduct a voluntary
review of our historical stock option grant practices covering the time from
our
initial public offering in 1995 through the current fiscal year. The chairman
of
the audit committee of the board of directors will conduct this review with
the
assistance of independent outside counsel. SST has voluntarily contacted the
Securities and Exchange Commission staff to inform them of the review. Any
additional non-cash stock-based compensation expense that may be recorded,
if
any, will not affect SST’s cash position or reported revenue for the recently
completed year or previous periods.
As
a
result of the pending review, we are unable to file our Annual Report on Form
10-K for the year ended December 31, 2006 by the required filing date of March
16, 2007 and we do not currently anticipate that the Form 10-K will be filed
on
or before the fifteenth calendar day following the required due date according
to Rule 12b-25.
Dismissal
of Securities Class Action Lawsuit
On
March
15, 2007, we issued a press release announcing that on March 9, 2007, the United
States District Court in the Northern District of California dismissed, with
prejudice, a securities class action lawsuit filed in 2005 against SST and
several of our current and former officers and directors alleging violations
of
federal securities laws during the period from April 21, 2004 to December 20,
2004, and on March 12, 2007, entered judgment in favor of all defendants.
Plaintiffs have 30 days from entry of judgment to appeal the dismissal. A
derivative action filed in 2005 with substantially identical claims remains
pending in California Superior Court in the County of Santa Clara.
The
press
release announcing the stock option review and the dismissal of securities
class
action lawsuit is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
99.1 Press
Release, dated March 15, 2007, entitled “SST to Review Stock Option Practices.”
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
March 15, 2007
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SILICON
STORAGE TECHNOLOGY, INC.
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By:
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/s/
William Kinzie
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William
Kinzie
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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 March 15, 2007, entitled “SST to Review Stock Option
Practices.”
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