Current Report
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
April
28, 2006
Date
of
Report (date of earliest event reported)
Sigma
Designs, Inc.
(Exact
name of registrant as specified in its charter)
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California
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000-15116
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94-2848099
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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1221
California Circle
Milpitas,
California 95035
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(Address
of principal executive offices)
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(408)
262-9003
(Registrant’s
telephone number, including area code)
(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 obligations 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
8.01 Other Events.
On
April
14, 2006, Sigma Designs, Inc. (the “Company”) filed a Form 12b-25, Notification
Of Late Filing - Form 10-K, to disclose it would be unable to file its
Form 10-K
within the prescribed due date of April 13, 2006 and indicated it would
file its
Form 10-K within fifteen calendar days of such date, or April 28, 2006.
As noted
in the Form 12b-25, the Company was in the process of
completing the testing of its internal control over financial reporting
and
management’s assessment of the Company’s internal control over financial
reporting.
Management remains in the process of finalizing its assessment of the Company's
internal control over financial reporting. As a result, the Company is
unable to
file its Form 10-K on or before April 28, 2006. The Company is in the process
of
finalizing the Form 10-K and intends to file it as soon as practicable.
Safe
Harbor Statement Under the Private Securities Litigation Reform Act of
1995:
Except for the historical information contained herein, the matters set
forth in
this Form 8-K, including the Company’s expectations as to the timing of the
filing of its Form 10-K, are forward-looking statements within the meaning
of
the “safe harbor” provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements speak only as of the date hereof
and are
subject to risks and uncertainties that may cause actual results to differ
materially. These risks and uncertainties include, but are not limited
to, the
independent registered public accounting firm’s providing an audit opinion and
the risks detailed from time to time in the Company’s periodic reports filed
under the Exchange Act, including its quarterly reports on Form 10-Q. The
Company disclaims any intent or obligation to update or revise any forward
looking statements.
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 hereunto
duly authorized.
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SIGMA
DESIGNS, INC.
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By: |
/s/ KIT
TSUI |
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Kit
Tsui
Chief
Financial Officer and Secretary
(Principal
Financial Officer and Accounting
Officer)
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