UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 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) February 15, 2007
MIPS TECHNOLOGIES, INC.(Exact Name of Registrant as Specified in its Charter)| Delaware | 000-24487 | 77-0322161 |
|---|
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| Incorporation or Organization) | | |
1225 Charleston Road
Mountain View, CA 94043(Address of Principal Executive Offices, including zip code)(650) 567-5000(Registrant’s telephone number, including area code)N/A(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 12, 2007, MIPS Technologies, Inc. (the “Company”) filed a Form 12b-25 with the Securities and Exchange Commission to report that it will not timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2006. The Form 12b-25 included the following narrative:
The Company announced on August 30, 2006 that following a company-initiated voluntary review of historical stock-based compensation practices and related potential accounting impact, its board of directors had formed a special committee, consisting of independent directors (the "special committee"), to review the Company's historical option grant practices and the Company's accounting for its option grants. The special committee retained independent outside legal counsel to assist in its review.
On January 24, 2007, the Company announced that the special committee has completed its investigation and the findings are currently under review by the Company. As a result of the special committee's review, the Company has not filed its Annual Report on Form 10-K ("Annual Report") for the year ended June 30, 2006 and its Quarterly Report on Form 10-Q for the period ended September 30, 2006. Similarly, the Company is unable to file its Quarterly Report on Form 10-Q for the period ended December 31, 2006 at this time. The Company plans to file the Annual Report and Quarterly Reports on Form 10-Q for the periods ended September 30, 2006 and December 31, 2006 as soon as practicable after completion of review of the special committee report and of the restatement of its historical financial statements included in reports that it has previously filed with the Securities and Exchange Commission ("SEC").
Subsequent to the above Form 12b-25 filing, on February 15, 2007, the Company received a NASDAQ Additional Staff Determination notice stating that the Company is not in compliance with the requirements for continued listing as set forth in Marketplace Rule 4310(c)(14) due to the delayed filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2006. The Company plans to present its views with respect to this additional deficiency to the NASDAQ Listing Qualification Panel (the “Panel”) in writing no later than February 22, 2007. With respect to its failure to have filed the Annual Report and first fiscal quarter report, the Panel had previously granted the Company's request for continued listing on The Nasdaq Global Market subject to the condition that the Company file its Form 10-K for the fiscal year-ended June 30, 2006 and all required restatements by March 19, 2007 and Form 10-Q for the quarter-ended September 30, 2006, and any required restatements by March 26, 2007.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.01 Press Release dated February 16, 2007.
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.
Dated: February 16, 2007
| |
|---|
| MIPS TECHNOLOGIES, INC. |
| (Registrant) |
| |
| |
| |
| By: /s/ MERVIN S. KATO |
| Mervin S. Kato |
| Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit
No.
| Description
|
|---|
| 99 | .01 | Press Release dated February 16, 2007. | |
