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): January 2, 2008
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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
January 8, 2008, Silicon Storage Technology, Inc., or SST, announced that it
has
received a NASDAQ Staff Determination letter dated January 2, 2008 indicating
that SST is not in compliance with the filing requirements for continued listing
as set forth in Marketplace Rule 4350(e) and 4350(g) because SST did not solicit
proxies nor hold an annual meeting of shareholders during 2007. In addition,
SST
is not in compliance with Marketplace Rule 4310(c)(14) as it has not filed
its
Annual Report on Form 10-K for the year ended December 31, 2006 nor its
Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and
September 30, 2007. SST plans to file its delinquent periodic
reports with the Securities and Exchange Commission by January 15, 2008 and
submit a compliance plan with respect to Marketplace Rules 4350(e) and 4350(g)
to the NASDAQ Listing Qualifications Panel as soon as possible
thereafter. Pending a decision by the Panel, SST’s shares will remain
listed on the NASDAQ Global Market.
In
March
2007, SST announced it was conducting a voluntary review of its historical
stock
option grant practices covering the time from its initial public offering in
1995 through 2007. As a result, SST's filings with the Securities and Exchange
Commission were delayed while the chairman of the Audit Committee conducted
an
independent review. In July 2007, SST announced the chairman of the Audit
Committee had reached a preliminary conclusion that SST will need to restate
its
historical financial statements to record additional non-cash stock-based
compensation expense related to stock option grants as a result of errors in
recording the measurement date for certain stock option grants. Since that
time
SST has been working to determine those compensation charges and their related
impact and prepare its delinquent filings.
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.
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(d)
Exhibits
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Exhibit Number
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Description
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99.1
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Press
Release, dated January 8, 2008, entitled “SST Announces Receipt of NASDAQ
Notice.”
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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 January
8, 2008
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SILICON
STORAGE TECHNOLOGY, INC.
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By:
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/s/ Bing Yeh |
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Bing
Yeh
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President
and Chief Executive 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 January 8, 2008, entitled “SST Announces Receipt of NASDAQ
Notice.”
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