SEC FILE NUMBER 333-190761 | ||||
CUSIP NUMBER G6209T105 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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: December 31, 2013 | ||
¨ 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: |
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. |
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
MONTAGE TECHNOLOGY GROUP LIMITED
Full Name of Registrant
N/A
Former Name if Applicable
Room A1601, Technology Building, 900 Yi Shan Road
Address of Principal Executive Office (Street and Number)
Xuhui District, Shanghai, 200233
Peoples Republic of China
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)
¨ | (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 or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
| |||
(c) | The accountants 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, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.
Montage Technology Group Limited (the Company) has determined that it is not able to file its Annual Report on Form 10-K for the year ended December 31, 2013 within the prescribed time period without unreasonable effort or expense for the reasons described below. The Form 10-K cannot be finalized until the completion of the audit committees review of allegations contained in reports issued by Gravity Research and the completion of the audit of the Companys financial statements for the year ended December 31, 2013. As previously announced, the audit committee appointed the law firm of Jones Day to conduct an independent review of the Gravity Research report allegations and related matters. The audit committee has not yet completed its review, which is proceeding with the assistance of its outside advisors. Based on the audit committees review to date, the Company does not believe that the allegations regarding the integrity of the Companys financial statements have merit, but the audit committee has not yet completed its work nor reached final conclusions, and therefore no conclusion can be made until the completion of the ongoing review.
The Company is seeking to file the Annual Report on Form 10-K within the fifteen calendar day extension period provided under Rule 12b-25, but it is currently unable to represent that the Annual Report on Form 10-K will be filed within such extension period, because the filing could be delayed for a number of reasons, including if the audit committee, its advisors, or the Companys independent auditors require additional time or procedures prior to completion of the Annual Report, or if the Company determines it requires additional time to complete and review the Annual Report on Form 10-K in light of any determinations from the ongoing review or otherwise.
PART IV OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Mark Voll | 408 | 982-2780 | ||||||
(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 answer is no, identify report(s). Yes x 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.
As previously reported, the Company expects total revenue and net income for the year ended December 31, 2013 to increase significantly compared to the previous fiscal year. The Company expects to report total revenue for 2013 of $110.9 million, an increase of 41.7 percent compared to $78.2 million in the previous fiscal year. The Company expects to report net income for 2013 of $25.7 million, compared to $18.3 million in the previous fiscal year.
This notification on Form 12b-25 contains certain forward looking statements relating to the Companys expected audited financial results and the nature, scope, timing of, and determinations concerning the ongoing review. Forward looking statements involve assumptions, risks and uncertainties, and may prove to be incorrect. These risks and uncertainties include the possibility that more time may be required or that additional procedures may be required which could be more difficult or impracticable to complete in a timely matter or at all; that the audited financial statements may not be completed even if the audit committee concludes that allegations regarding the integrity of the financial statements lack merit; potential adverse outcomes associated with the review and legal proceedings that may relate to these matters; and expenses associated with the foregoing, including costs of matters relating to the ongoing review. The Company disclaims any intention or obligation to update or revise any forward looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. For additional information and risk factors that could affect the Company, see the Companys filings with the Securities and Exchange Commission.
MONTAGE TECHNOLOGY GROUP LIMITED
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: |
March 31, 2014 | By: | /s/ Mark Voll | |||||||
Mark Voll |