Date of Report (Date of earliest event reported) September 19, 2006
| Delaware | 000-24487 | 77-0322161 |
|---|---|---|
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| Incorporation or Organization) |
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))
On September 19, 2006, the Board of Directors of MIPS Technologies, Inc. (the "Company") adopted a Special Committee Directors' Compensation Program for the members of the Special Committee conducting the independent investigation into the Company's historical stock option practices and the accounting for its option grants. The program provides for the payment of fees on a per meeting basis, with the fee in each case being based on the length of the meeting. The program is attached hereto as Exhibit 99.01, which exhibit is incorporated herein by this reference.
MIPS Technologies, Inc. announced that it received a NASDAQ Staff Determination notice on September 19, 2006, 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 Annual Report on Form 10-K for the fiscal year ended June 30, 2006. The Company plans to request a hearing before the NASDAQ Listing Qualifications Panel (the "Panel"). Pending a decision of the Panel, the Company's shares will continue to be listed on the NASDAQ Global Market.
As previously announced, a special committee of the Company's Board of Directors is conducting a review of the historical option grant practices and the accounting for its option grants. The Company intends to file the Form 10-K as soon as practicable after the review is completed.
(d) Exhibits
99.01 Special Committee Directors' Compensation Program.
99.02 Press Release dated September 19, 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.
Dated: September 20, 2006
| MIPS TECHNOLOGIES, INC. | |
| (Registrant) | |
| By: /s/ MERVIN S. KATO | |
| Mervin S. Kato | |
| Chief Financial Officer and Treasurer |
| Exhibit No. |
Description | ||
|---|---|---|---|
| 99 | .01 | Special Committee Directors' Compensation Program. | |
| 99 | .02 | Press Release dated September 19, 2006. | |
Exhibit 99.01
Special Committee Directors’ Compensation Program
In consideration of the formation of the Special Committee to investigate and review the Company’s historical option practices and the Company’s accounting for its option grants, the Board approved on September 19, 2006, the additional compensation for the director members of the Special Committee:
• For phone meeting lasting less than 30 minutes, $500.00 per meeting.
• For meetings lasting 2 hours or less, $1,000.00 per meeting.
• For meetings lasting more than 2 hours, $1,500.00 per meeting.
Exhibit 99.02
| Media Contact: | Investor Contact: | |
|---|---|---|
| Jodi Guilbault MIPS Technologies, Inc. +1 650-567-5035 jodi@mips.com |
Deborah Stapleton Stapleton Communications Inc. +1 650 470-0200 ir@mips.com |
MIPS Technologies Receives Notice from NASDAQ
MOUNTAIN VIEW, Calif., September 19, 2006 — MIPS Technologies, Inc. (NASDAQ: MIPS), today announced that the Company will request a hearing before the NASDAQ Listing Qualifications Panel in response to the receipt of a NASDAQ Staff Determination letter today that the Company is not in compliance with the filing requirements for continued listing as set forth in Marketplace Rule 4310(c)(14). The notice was issued in accordance with standard NASDAQ procedures due to the delayed filing of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006. Pending a decision of the Panel, the Company’s shares will continue to be listed on the NASDAQ Global Market.
On August 30, 2006, MIPS Technologies announced 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, to review the Company’s historical option grant practices and the accounting for its option grants. MIPS Technologies intends to file the Form 10-K as soon as practicable after the review is completed, but has determined it will not complete the review by September 28, 2006 — the extended deadline for the Form 10-K. The Company voluntarily contacted the Securities and Exchange Commission staff (“SEC”) to inform them about the on-going review, and the SEC has recently requested that the Company provide them with certain information relating to the Company’s stock option practices.
About MIPS Technologies
MIPS Technologies, Inc. is a leading
provider of industry standard processor architectures and cores for digital consumer and
business applications. The company drives the broadest architectural alliance that is
delivering 32- and 64-bit embedded RISC solutions. The company licenses its intellectual
property to semiconductor companies, ASIC developers, and system OEMs. MIPS Technologies
and its licensees offer the widest range of robust, scalable processors in standard,
custom, semi-custom and application-specific products. The company is based in Mountain
View, California and can be reached at (650) 567-5000 or www.mips.com.
Forward Looking Statements
This
press release contains forward-looking statements, including those regarding MIPS
Technologies’ expectations. Actual events or results may differ materially from
those anticipated in these forward-looking statements as a result of a number of
different risks and uncertainties, including but not limited to: the fact that there can
be no assurance as to the length, cost, or outcome of the special committee’s review
of historical option grant practices and the Company’s accounting for its option
grants, or as to the potential impact of that review (including any possible accounting
impact); our products may fail to achieve market acceptance, changes in our research and
development expenses, the anticipated benefits of our partnering relationships may be
more difficult to achieve than expected, the timing of or delays in customer orders,
delays in the design process, the length of MIPS Technologies’ sales cycle, MIPS
Technologies’ ability to develop, introduce and market new products and product
enhancements, and the level of demand for semiconductors and end-user products that
incorporate semiconductors. For a further discussion of risk factors affecting our
business, we refer you to the documents we file from time to time with the Securities and
Exchange Commission, including our Annual Report on Form 10-K for the year ended June 30,
2005 and subsequent Forms 10-Q and 8-K.