SEC FILE NUMBER _________
CUSIP NUMBER 82656510
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING |
(Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D
¨ Form N-SAR ¨ Form N-CSR
| For Period Ended: January 28, 2006 | ||
| [ ] Transition Report on Form 10-K | ||
| [ ] Transition Report on Form 20-F | ||
| [ ] Transition Report on Form 11-K | ||
| [ ] Transition Report on Form 10-Q | ||
| [ ] Transition Report on Form N-SAR | ||
| For the Transition Period Ended:_____________________________ |
Nothing in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Sigma Designs, Inc.
Full Name of Registrant
Former Name if Applicable
1221 California Circle
Address of Principal Executive Office (Street and Number)
Milpitas, California 95035
City State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
| x | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | ||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.
The registrant will not file its Form 10-K by April 13, 2006 because it is in the process of completing the testing of its internal control over financial reporting and management’s assessment of the registrant’s internal control over financial reporting.
PART IV— OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
Kit Tsui | 408 | 262-9003 | ||
(Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). x Yes ¨ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨ Yes x No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Sigma Designs, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | April 14, 2006 | By: | /s/ Kit Tsui | |||
Kit Tsui Chief Financial Officer and Secretary | ||||||