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): July 20,
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 4.02(a) Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
On
July
20, 2007, the chairman of the audit committee of Silicon Storage Technology,
Inc., or SST, 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. A press release announcing the determination is
attached hereto as Exhibit 99.1.
As
previously announced on March 15, 2007, SST is conducting a voluntary review
of
its historical stock option grant practices covering the time from SST’s initial
public offering in 1995 through the current fiscal year. The chairman of
the
audit committee of the board of directors is conducting this review with
the
assistance of independent outside counsel and outside accounting experts.
The
chairman’s review has found instances of the use of incorrect measurement dates
for certain option grants.
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. However, the chairman has 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. Accordingly, SST advises
that
all of its financial statements and related communications for periods
commencing on or after January 1, 1997 should not be relied upon. The chairman
has discussed the matters disclosed in this Item 4.02(a) with
PricewaterhouseCoopers LLP, our independent registered public accounting
firm.
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’s independent registered public accounting firm has not
completed its review of the findings of the chairman’s review.
SST
intends to file its restated financial statements and its delinquent Annual
Report for the year ended December 31, 2006 and delinquent Quarterly Report
for
the quarter ended March 31, 2007 as soon as practicable.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
99.1
Press Release, dated July 23, 2007, entitled “SST Announces
Restatement Related to Stock-Based Compensation.”
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 July
23, 2007
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SILICON
STORAGE TECHNOLOGY, INC.
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By:
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/s/ JAMES BOYD |
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James
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 July 23, 2007, entitled “SST Announces Restatement Related
to Stock-Based Compensation.”
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