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): August 14, 2006
Applied Micro Circuits Corporation
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 000-23193 | 94-2586591 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
215 Moffett Park Drive, Sunnyvale California 94089
(Address of Principal Executive Offices)
(858) 450-9333
(Registrants 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | 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 August 15, 2006, Applied Micro Circuits Corporation (NASDAQ: AMCC) (the “Company” or “AMCC”) issued a press release reporting that the Company received an additional Staff Determination Letter on August 14, 2006 from The Nasdaq Stock Market indicating that as a result of the Company’s failure to file with the Securities and Exchange Commission the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, the Company is not in compliance with the Nasdaq requirements for continued listing set forth in Nasdaq Marketplace Rule 4310(c)(14). AMCC previously reported that it had received an initial Staff Determination Letter from Nasdaq on June 30, 2006 as a result of AMCC’s failure to timely file its Annual Report on Form 10-K for the year ended March 31, 2006. Nasdaq Marketplace Rule 4310(c)(14) requires the Company to make on a timely basis all filings with the Securities and Exchange Commission, as required by the Securities Exchange Act of 1934, as amended.
The additional Staff Determination Letter stated that the Company’s failure to timely file the Form 10-Q serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market. As previously announced, the Company requested a hearing with the Nasdaq Listing Qualifications Panel in response to the initial Staff Determination Letter. The hearing is scheduled for August 17, 2006.
AMCC has delayed filing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 as a result of the self-initiated review by the Company’s Audit Committee of the Company’s historical stock option grant practices and related accounting. The Audit Committee is being assisted by outside legal counsel and accounting experts. Until the Audit Committee’s review is complete, the Company will be unable to complete and file its Annual Report on Form 10-K for the year ended March 31, 2006 or its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. The Company intends to file its Annual Report on Form 10-K and its Quarterly Report on Form 10-Q as soon as practicable after the completion of the Audit Committee’s review.
There can be no assurance that the Nasdaq Listing Qualifications Panel will grant the Company’s request for the continued listing of the Company’s common stock on The Nasdaq Stock Market.
A copy of the press release issued by the Company on August 15, 2006 announcing its receipt of the additional Staff Determination Letter from The Nasdaq Stock Market is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 3.01 by reference.
This Current Report on Form 8-K contains forward-looking statements that reflect the Company’s current view with respect to future events and performance. These forward-looking statements are only predictions based on current information and expectations and are subject to certain risks and uncertainties, including, but not limited to: the results of the Audit Committee’s review of the Company’s historical stock option grant practices and related accounting; the impact of any actions that may be taken or required as a result of such review; the effect of AMCC’s failure to timely file all required reports under the Securities Exchange Act of 1934, as amended; the potential delisting of AMCC’s common stock from The Nasdaq Stock Market; the risks that may be associated with potential claims and proceedings relating to such matters; and other risks described in AMCC’s filings with the Securities and Exchange Commission. More information about potential factors that could affect the Company’s business and financial results is included under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2005, and the Company’s other filings with the Securities and Exchange Commission. Actual results could differ materially, as a result of such factors, from those set forth in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date any such statement is made.
| Item 8.01. | Other Events. |
The information disclosed in Item 3.01 above is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| 99.1 | Press release of AMCC issued on August 15, 2006. |
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.
| APPLIED MICRO CIRCUITS CORPORATION | ||||||||
| Date: August 15, 2006 | By: | /s/ Cynthia J. Moreland | ||||||
Cynthia J. Moreland Vice President, General Counsel and Secretary | ||||||||