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):
December 7, 2006
Integrated Silicon Solution, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-23084 | | 77-0199971 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2231 Lawson Lane
Santa Clara, California
95054
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (408) 969-6600
(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 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 7.01 Regulation FD Disclosure.
On December 7, 2006, Integrated Silicon Solution, Inc. (“ISSI” or the “Company”) was notified by the Nasdaq Listing Qualifications Panel that the Panel had determined to continue ISSI’s listing subject to the communication with the Panel about the results of the independent committee’s investigation, and the filing by February 13, 2007 of all required restatements and delinquent periodic reports, and compliance with all other requirements for continued listing on the Nasdaq Stock Market.
ISSI had previously reported that, on August 17, 2006, it had received a letter from Nasdaq indicating that as a result of its failure to file its Form 10-Q for the quarter ended June 30, 2006 with the Securities and Exchange Commission, the Company was not in compliance with the requirements for continued listing set forth in NASDAQ Marketplace Rule 4310(c)(14). ISSI had further reported that it would request a hearing before the Nasdaq Listing Qualifications Panel.
On August 9, 2006, the Company had announced that a committee of independent members of the Company’s Board of Directors had begun a review of the Company’s historical stock option granting practices since its initial public offering in February 1995 and that, until the committee completes its review, ISSI would not file its Form 10-Q for the quarter ended June 30, 2006. On October 19, 2006, the Company’s Board of Directors, with the concurrence of the independent committee, determined that the Company should restate its financial statements for various periods since the Company’s IPO in February 1995, and that the Company’s financial statements and the related reports of the Company’s independent registered public accounting firm, Ernst & Young LLP, and all related earnings press releases and communications relating to periods after the Company’s initial public offering in February 1995, should not be relied upon.
Because the independent committee has not completed its review, additional issues concerning the Company’s historical stock option granting practices and accounting practices could be identified and could result in additional material adjustments. Although the independent committee and its advisors are working diligently to complete their review, the Company is not yet able to determine whether it will be able to meet the deadlines for continued listing provided by the Nasdaq Listing Qualifications Panel.
FORWARD LOOKING STATEMENTS: Statements in this Form 8-K regarding the Company’s continued listing on Nasdaq, the possible conclusions or determinations to be made by the Company or its Board of Directors, the independent committee, or the Company’s independent auditors are forward-looking statements and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations, and involve a number of risks and uncertainties. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to, the final conclusions of the Board of Directors, the Audit Committee, the independent committee, and the Company’s independent registered public accounting firm concerning matters related to the company’s stock option grants, and any further accounting adjustments from the audit or otherwise.
SIGNATURE
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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| | | | | INTEGRATED SILICON SOLUTION, INC. |
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| Date: December 11, 2006 | | | | /s/ JIMMY S.M. LEE |
| | | | Jimmy S.M. Lee |
| | | | Chairman and Chief Executive Officer |
