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OMB APPROVAL
UNITED STATES -------------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, DC 20549 Expires: April 30, 2009
Estimated average burden
FORM 12b-25 hours per response...2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-19724
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CUSIP NUMBER
(Check One): [_]Form 10-K [_]Form 20-F [_]Form 11-K 743697 10 4
[X]Form 10-Q [_]Form 10-D[_]Form N-SAR
[_]Form N-CSR
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For Period Ended: October 29, 2006
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[_] 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:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Semtech Corporation
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Full Name of Registrant
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Former Name if Applicable
200 Flynn Road
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Address of Principal Executive Office (Street and Number)
Camarillo, California 93012-2111
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City, State and Zip Code
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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.)
(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, Form 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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR or the transition report or portion thereof, could not be filed within the
prescribed time period.
As previously reported, on June 15, 2006 the Company received a Staff
Determination letter from the Nasdaq Stock Market indicating that the Company's
securities are subject to delisting from The Nasdaq National Market because the
Company has not yet filed its Form 10-Q for the fiscal quarter ended April 30,
2006 ("First Quarter Form 10-Q") and is therefore not in compliance with the
continued listing standard in Nasdaq Marketplace Rule 4310(c)(14). On July 20,
2006, the Company announced that it expects to restate its financial statements
for fiscal years 2002 through 2006 ("Restated Historical Financials") to record
additional non-cash compensation expense related to stock options. The
restatement will also affect financial statements for earlier fiscal years and
adjustments for those earlier years will be reflected as part of the opening
balances in the financial statements for the restatement period. Also as
previously reported, a Nasdaq Listing Qualifications Panel (the "Panel") granted
the Company's request for additional time to regain compliance and initially set
November 10, 2006 as the date by which the Company would be required to file all
required restatements and the First Quarter Form 10-Q.
On August 29, 2006 the Company announced that it would be unable to timely file
its Form 10-Q for the fiscal quarter ended July 30, 2006 ("Second Quarter Form
10-Q"), and stated its intention to file it by the November 10 deadline
established by Nasdaq with respect to the other reports. On October 27, 2006,
the Company updated the Panel on its progress toward filing and requested an
extension of the deadline until November 27, 2006. On November 6, 2006, the
Panel granted the Company's request for additional time to regain compliance and
set November 27, 2006 as the date by which the Company would be required to file
all required restatements, the First Quarter Form 10-Q, and the Second Quarter
Form 10-Q.
On November 27, 2006, in response to the Company's request, the Nasdaq Listing
and Hearing Review Council ("Listing Council") notified the Company that it had
called the Panel's decision for review and has stayed any future Panel
determinations to suspend the Company's securities from trading until the review
process runs its course. If the Listing Council determines it is appropriate, it
may grant the Company additional time to regain compliance, until the earlier of
60 days from the date of its decision or 180 days from the Panel's decision.
On November 30, 2006 the Company announced that because of the pending
restatement, it would be unable to timely file its Form 10-Q for the fiscal
quarter ended October 29, 2006 ("Third Quarter Form 10-Q"). On December 14, 2006
the Company received an Additional Staff Determination letter from Nasdaq
indicating that the Company's securities are subject to delisting from The
Nasdaq Global Market because the Company has not yet filed the Third Quarter
Form 10-Q and is therefore not in compliance with the continued listing standard
in Nasdaq Marketplace Rule 4310(c)(14).
The Company continues to cooperate with Nasdaq and will present its views with
respect to the Additional Staff Determination by December 21, 2006, as requested
by Nasdaq. The Company also continues to work diligently to file all required
reports with the SEC as quickly as possible and thereby regain compliance with
Nasdaq's continued listing requirements, but it can provide no assurances that
it will be able to do so.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Emeka Chukwu (805) 498-2111
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required 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 the answer is
no, identify report(s). |_| Yes |X| No
The Company filed a Form 12b-25 on June 9, 2006, with respect to the
First Quarter Form 10-Q. The Company also filed a Form 12b-25 on
September 8, 2006 with respect to the Second Quarter Form 10-Q. The
Company is working diligently to file the Restated Historical
Financials, the First Quarter Form 10-Q, the Second Quarter Form 10-Q,
and the Third Quarter Form 10-Q as quickly as possible.
(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? |X| Yes |_| 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.
As previously announced by the Company in the Form 8-K filed on November
30, 2006 and the press release attached as an exhibit thereto (together,
the "November 30 Form 8-K"), net sales for the third quarter of fiscal
year 2007 were $63.7 million, up 5 percent from $60.9 million in the
third quarter of fiscal year 2006 and down 2 percent sequentially when
compared to the second quarter of fiscal year 2007. New orders for the
third quarter of fiscal year 2007 exceeded shipments, resulting in a
positive book-to-bill ratio for the quarter. The Company had $326.4
million of cash, cash equivalents and marketable securities as of
October 29, 2006, which was up $19.0 million from the balance on July
30, 2006. Operating expenses for the third quarter of fiscal year 2007
included approximately $4.9 million related to the stock options
investigation, SEC inquiry, the grand jury subpoena, the previously
announced derivative litigation, the restatement, and related matters.
Because of the pending restatement of the Company's historical financial
statements, additional results for the third fiscal quarter will not be
available until the Restated Historical Financials have been filed and
all financial numbers presented here and in the November 30 Form 8-K
should be considered estimates. For additional information regarding the
pending restatement, see the Company's Report on Form 8-K filed on July
20, 2006.
This Form 12b-25 contains forward-looking statements, including
statements regarding financial results for the third quarter and the
Company's expectations with respect to filing the Restated Historical
Financials, the First Quarter Form 10-Q, the Second Quarter Form 10-Q,
and the Third Quarter Form 10-Q. Forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those projected. Forward-looking statements should be
considered in conjunction with the cautionary statements contained in
the "Risk Factors" section and elsewhere in the Company's Annual Report
on Form 10-K for the fiscal year ended January 29, 2006, in the
Company's other filings with the SEC, and in material incorporated
therein by reference. Forward-looking statements should not be regarded
as representations by the Company that its objectives or plans will be
achieved or that any of its operating expectations or financial
forecasts will be realized. The Company assumes no obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In addition, there are a number
of risks associated with matters relating to the Company's historical
stock option practices. The Company cannot predict when the restatement
will be completed and there may be negative tax or other implications
for the Company resulting from the accounting adjustments. The Company
cannot predict the outcome of the SEC inquiry, the internal
investigation, or any lawsuit or other proceeding related to the
Company's stock option practices. There can be no assurance that the
Company will maintain its Nasdaq listing. The Company could also be
subjected to other lawsuits and could become the subject of other
regulatory investigations in addition to those now underway. Dealing
with matters related to historical stock option practices could divert
management's attention from operations and expenses arising from
management's review, the investigation conducted by a Special Committee
of the Board of Directors, the restatement, related litigation and other
associated activities are expected to continue to be significant.
Current and former employees, officers and directors have sought, and
will likely continue to seek, indemnification or advancement or
reimbursement of expenses from the Company, including attorneys' fees,
with respect to current or future proceedings related to stock option
practices. These events could adversely affect the Company's business
and the price of its common stock.
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Semtech Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 18, 2006 By: /s/ Emeka Chukwu
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Name: Emeka Chukwu
Title: Chief Financial Officer