Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or
Standard.
On
September 8, 2006, Sigma Designs, Inc. (the “Company”) filed a Form 12b-25,
Notification Of Late Filing - Form 10-Q, to disclose it would be unable
to file
its Form 10-Q within the prescribed due date of September 7, 2006. As
noted
in the Form 12b-25, the Company’s audit
committee is continuing to conduct an internal review relating to the Company’s
practices in administering stock option grants. The Company’s preliminary
determination is that certain of the actual measurement dates for prior
option
grants may differ from the recorded measurement dates. The Company is in
the
process of determining the specific impact on the Company’s prior financial
statements and believes its prior financial statements should not be relied
upon.
The
Company received a Nasdaq Staff Determination on September 15, 2006 indicating
that the Company failed to timely comply with the filing of its Form 10-Q
for
the period ended July 29, 2006, as required by Marketplace Rule 4310(c)(14),
and
that its securities are therefore subject to delisting from the Nasdaq
Stock
Market. The Company is filing a request for a hearing by Nasdaq relating
to the
proposed delisting. The Company intends to file its Form 10-Q upon the
completion of the option review.
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-Q, 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
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. Further
risks
and uncertainties include, but are not limited to, the timing and outcome
of the
audit committee’s review and the conclusions of the audit committee resulting
from that review, actions that may be taken or required as a result of
the audit
committee’s review, actions by the Securities and Exchange Commission or other
regulatory agencies as a result of their review of our stock option practices,
risk of delisting with Nasdaq, and litigation or other actions relating
to the
foregoing. In particular, the Company may be required to make adjustments
to its
financial results previously reported for prior periods, as a result of
the
audit committee’s review. Any adjustments could have a material adverse effect
on our results of operations for those periods. The Company disclaims any
intent
or obligation to update or revise any forward looking statements.
Item
2.02. Results of Operations and Financial Conditions.
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit
Report or Completed Interim Review.
On
September 19, 2006, the Company’s management concluded, and the Audit Committee
of the Company’s Board of Directors approved the conclusion, that the Company’s
financial statements for the fiscal years ended 2004, 2005 and 2006, the
interim
periods contained therein, and all earnings and press releases and similar
communications issued by the Company relating to periods commencing on
February
1, 2003 should no longer be relied upon. The information underlying this
conclusion is discussed above in Item 3.01. The Company’s management and the
Audit Committee have discussed the matters disclosed in this filing with
the
Company’s current and prior independent registered public accounting firms.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits
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99.1 |
Press
Release dated September 21, 2006
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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:
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/s/
KIT
TSUI
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Kit
Tsui
Chief
Financial Officer and Secretary
(Principal
Financial Officer and Accounting
Officer)
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Date:
September 21, 2006
EXHIBIT
INDEX
Exhibit
No. Description
99.1 Press
Release dated September 21, 2006