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
October 1, 2014
Date of Report (date of earliest event reported)
MONTAGE
TECHNOLOGY GROUP LIMITED
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Cayman |
|
001-36064 |
|
Not applicable |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS. Employer
Identification No.) |
Room A1601, Technology Building, 900 Yi Shan Road
Xuhui District, Shanghai, 200233
Peoples Republic of China
(Address of registrants principal executive offices, including zip code)
Tel: (86 21) 6128-5678
(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 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 3.01 |
Notice of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On
October 1, 2014, Montage Technology Group Limited (the Company) received a letter from the NASDAQ Stock Market LLC (NASDAQ) indicating that, unless the Company requests a hearing before a NASDAQ Listing Qualifications
Panel (a Hearings Panel) by October 8, 2014, the Companys ordinary shares will be delisted due to the Companys noncompliance with NASDAQ Listing Rule 5250(c)(1) as a result of the Companys inability to timely file
its annual report on Form 10-K for the year ended December 31, 2013, and Form 10-Qs for the periods ended March 31, 2014 and June 30, 2014 with the Securities and Exchange Commission (SEC).
NASDAQs delisting determination will not immediately result in the delisting of the Companys ordinary shares. The Company intends to commence such
an appeal by the required deadline, which is within seven days of the date of the notice. NASDAQ will generally suspend the delisting for a period of 15 days following the date of the hearing request. NASDAQ also has the discretion to grant a
suspension of the delisting until a determination is made by the Hearings Panel. The Company expects to request to suspend the delisting through the decision date of the Hearings Panel and may request additional time for its independent auditors to
complete their audit and review procedures concerning the Companys financial statements. Under NASDAQ rules, a Hearings Panel has discretion to grant an additional extension, which cannot exceed 360 calendar days from the original
non-compliance date. There can be no assurance that the NASDAQ Hearings Panel will grant the Companys request for a suspension of delisting or continued listing on NASDAQ.
As previously disclosed, NASDAQ had granted the Company until September 29, 2014 to regain compliance with NASDAQ Listing Rule 5250(c)(1). The Company
indicated the Form 10-K and Forms 10-Q cannot be finalized until the completion of the review by the audit committee of the Companys board of directors of previously-disclosed allegations and related matters, and the completion of the audit of
the Companys financial statements for the year ended December 31, 2013 and the review of the Companys financial statements for the periods ended March 31, 2014 and June 30, 2014. The audit committee plans to complete its
report on the audit committees review on or around October 4, 2014 and thereafter present its conclusions to the Companys independent auditors.
This current report on Form 8-K contains forward-looking statements about the Companys plans, expectations and beliefs, including regarding
the Companys ability to regain compliance with NASDAQ listing standards, the timing and anticipated completion of the review by the audit committee of the Companys board of directors, and the timing and anticipated filing of the
Companys Forms 10-K and 10-Q. Forward-looking statements can be identified by terminology such as will, should, expects, anticipates, future, intends, plans,
projects, predicts, believes, estimates, forecasts, may and similar statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements may differ materially from actual results due to a variety of factors, including if the Company determines it requires additional time to complete and review its Forms 10-K and 10-Q or other factors
described under the caption Risk Factors in our most recent quarterly report on Form 10-Q and other filings with the U.S. Securities and Exchange Commission. We undertake no obligation to update these statements as a result of new
information or future events, except as may be required by law.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
|
99.1 |
Press Release dated October 2, 2014 |
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.
Dated: October 2, 2014
|
Montage Technology Group Limited |
|
/s/ Mark Voll |
Mark Voll |
Chief Financial Officer |
Exhibit Index
|
|
|
Exhibit
Number |
|
Exhibit Title |
|
|
99.1 |
|
Press Release dated October 2, 2014 |
Exhibit 99.1
Montage Receives Notice of Delisting from NASDAQ
SHANGHAI, China, October 2, 2014 Montage Technology Group Limited (Nasdaq: MONT) (Montage Technology or Montage or the
Company), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced that on October 1, 2014, Montage Technology Group Limited (the
Company) received a letter from the NASDAQ Stock Market LLC (NASDAQ) indicating that, unless the Company requests a hearing before a NASDAQ Listing Qualifications Panel (a Hearings Panel) by October 8, 2014, the
Companys ordinary shares will be delisted due to the Companys noncompliance with NASDAQ Listing Rule 5250(c)(1) as a result of the Companys inability to timely file its annual report on Form 10-K for the year ended December 31,
2013, and Form 10-Qs for the periods ended March 31, 2014 and June 30, 2014 with the Securities and Exchange Commission (SEC).
NASDAQs
delisting determination will not immediately result in the delisting of the Companys ordinary shares. The Company intends to commence such an appeal by the required deadline, which is within seven days of the date of the notice. NASDAQ will
generally suspend the delisting for a period of 15 days following the date of the hearing request. NASDAQ also has the discretion to grant a suspension of the delisting until a determination is made by the Hearings Panel. The Company expects to
request to suspend the delisting through the decision date of the Hearings Panel and may request additional time for its independent auditors to complete their audit and review procedures concerning the Companys financial statements. Under
NASDAQ rules, a Hearings Panel has discretion to grant an additional extension, which cannot exceed 360 calendar days from the original non-compliance date. There can be no assurance that the NASDAQ Hearings Panel will grant the Companys
request for a suspension of delisting or continued listing on NASDAQ.
As previously disclosed, NASDAQ had granted the Company until September 29, 2014 to
regain compliance with NASDAQ Listing Rule 5250(c)(1). The Company indicated the Form 10-K and Forms 10-Q cannot be finalized until the completion of the review by the audit committee of the Companys board of directors of previously-disclosed
allegations and related matters, and the completion of the audit of the Companys financial statements for the year ended December 31, 2013 and the review of the Companys financial statements for the periods ended March 31, 2014 and June
30, 2014. The audit committee plans to complete its report on the audit committees review on or around October 4, 2014 and thereafter present its conclusions to the Companys independent auditors.
About Montage Technology
Montage Technology is a global
fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. In the home entertainment market, Montages technology platform enables the Company to design highly
integrated end-to-end solutions with customized software for set-top boxes. These solutions optimize signal processing performance under demanding operating conditions typically found in emerging marketing environments. In the cloud computing
market, Montage offers high performance, low power memory interface solutions that enable memory intensive server applications. Its technology platform approach allows Montage to provide integrated solutions that meet the expanding needs of
customers through continuous innovation, efficient design and rapid product development. For more information regarding Montage please visit the Companys website at www.montage-tech.com.
Forward Looking Statements
This current report on Form 8-K contains forward-looking statements about the Companys plans, expectations and beliefs, including regarding
the Companys ability to regain compliance with NASDAQ listing standards, the timing and anticipated completion of the review by the audit committee of the Companys board of directors, and the timing and anticipated filing of the
Companys Forms 10-K and 10-Q. Forward-looking statements can be identified by terminology such as will, should, expects, anticipates, future, intends, plans,
projects, predicts, believes, estimates, forecasts, may and similar statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements may differ materially from actual results due to a variety of factors, including if the Company determines it requires additional time to complete and review its Forms 10-K and 10-Q or other factors
described under the caption Risk Factors in our most recent quarterly report on Form 10-Q and other filings with the U.S. Securities and Exchange Commission. We undertake no obligation to update these statements as a result of new
information or future events, except as may be required by law.
Company Contact:
Montage Technology
Mark Voll, CFO
P: 408-982-2780 or 86-21-6128-5678 × 8618
E:
ir@montage-tech.com
Investor Relations Contact:
Shelton Group
Leanne Sievers, EVP
P: 949-224-3874
E: lsievers@sheltongroup.com
Matt Kreps, Managing Director
P: 972-239-5119 ext. 125
E: mkreps@sheltongroup.com
MONTAGE TECHNOLOGY GROUP LTD (NASDAQ:MONT)
Historical Stock Chart
From Sep 2024 to Oct 2024
MONTAGE TECHNOLOGY GROUP LTD (NASDAQ:MONT)
Historical Stock Chart
From Oct 2023 to Oct 2024