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
April 22, 2014 (April 16, 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 April 16, 2014, Montage Technology Group Limited (the Company) received a letter (the Letter) from the NASDAQ Stock Market LLC (NASDAQ) indicating that the Company was not in compliance with the continued listing requirements under NASDAQ Listing Rule 5250(c)(1) as a result of the Companys inability to file its annual report on Form 10-K for the year ended December 31, 2013 with the Securities and Exchange Commission.
The Company disclosed in its Form 12b-25 Notification of Late Filing, filed on March 31, 2014, that its Form 10-K for the year ended December 31, 2013 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.
Pursuant to NASDAQ Listing Rule 5101, NASDAQ has elected to exercise its discretionary authority to expedite the review process and has requested that the Company, if it chooses to do so, submit a plan to regain compliance with NASDAQs requirements for continued listing no later than June 2, 2014. If NASDAQ accepts the plan, the Company will be granted an exception until September 29, 2014 to regain compliance. If the Company does not submit a plan of compliance, or if the plan is not accepted by NASDAQ, the Company may be subject to delisting procedures as set forth in the NASDAQ Listing Rules.
The Company plans to provide NASDAQ with a plan by June 2, 2014 to show that it will be able to return to compliance with the NASDAQ Listing Rules by filing its Form 10-K.
Item 8.01 Other Events.
On April 22, 2014, the Company issued a press release announcing its receipt of the report by Jones Day. A copy of the press release is attached as Exhibit 99.1 and is furnished herewith.
The audit committee of the Company, with the assistance of the law firm of Jones Day, as well as forensic accountants from FTI Consulting, has reported on the results of the review conducted to date, representing over 6,000 hours of work by the audit committees advisors. Among other things, the report details various forensic procedures performed to analyze a significant portion of the Companys cash, cash equivalents, and short-term investment balances with its financial institutions at various points in time. In addition, the report details investigative tasks conducted to analyze the Companys revenue and gross margins, which tasks included written confirmations and in-person site visits with selected participants in the manufacturing and supply chain and the distribution and sales channel, including selected Fabs, assembly/testing companies (OEMs), distributors, including LQW, and end customers. Various analyses of financial and accounting records were also performed.
As noted in a report from these advisors to the audit committee, based upon the investigative procedures performed, the information considered to date and subject to the limitations specified in the report:
| the cash, cash equivalents, and short-term investments reflected in the Companys records and/or publicly reported by the Company as of December 2011, 2012, and 2013 appear to be materially accurate; |
| no significant variances have been identified with respect to the Companys reported revenue for years 2011, 2012, and 2013; and |
| the Companys gross margins for years 2011, 2012 and 2013 appear reasonable. |
In addition, the audit committees report notes that although certain persons associated with these entities are known to members of the Companys management, the review procedures performed to date found no conclusive evidence that the Company owns or otherwise has an inappropriate relationship with the entities referred to in the Gravity Research reports as SMMT and LQW.
Based upon the audit committees report, the Company continues to believe that the allegations by Gravity Research lack merit, and the Company therefore does not anticipate any changes to its previously reported financial results. The audit committee, in consultation with its outside legal and accounting advisors and the Companys independent auditors, is evaluating what additional review procedures are necessary or appropriate for the audit committees review of the allegations in order to be able to file the Companys Form 10-K for the year ended December 31, 2013. The Company and the audit committee are continuing to work diligently on this matter, and the Company expects to file its annual report on Form 10-K as soon as practicable following completion of the audit committees review.
This current report on Form 8-K contains forward-looking statements about the Companys plans, expectations and beliefs, including regarding the timing and anticipated filing of the Companys 10-K, the timing and completion of and determinations with respect to the Companys audit and the audit committees review and anticipated financial results. 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 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, if NASDAQ does not accept the plan, 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 regarding the receipt of the Letter dated April 22, 2014 | |
99.2 | Press Release regarding the audit committee report dated April 22, 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: April 22, 2014
Montage Technology Group Limited |
/s/ Mark Voll |
Mark Voll |
Chief Financial Officer |
Exhibit Index
Exhibit Number |
Exhibit Title | |
99.1 | Press Release regarding the receipt of the Letter dated April 22, 2014 | |
99.2 | Press Release regarding the audit committee report dated April 22, 2014 |
Exhibit 99.1
Montage Receives Notice of Non-Compliance from NASDAQ
SHANGHAI, China, April 22, 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 April 16, 2014, the Company received a letter (the Letter) from the NASDAQ Stock Market LLC (NASDAQ) indicating that it was not in compliance with the continued listing requirements under NASDAQ Listing Rule 5250(c)(1) as a result of the Companys inability to file its annual report on Form 10-K for the year ended December 31, 2013 with the Securities and Exchange Commission.
The Company disclosed in its Form 12b-25 Notification of Late Filing, filed on March 31, 2014, that its Form 10-K for the year ended December 31, 2013 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.
Pursuant to NASDAQ Listing Rule 5101, NASDAQ has elected to exercise its discretionary authority to expedite the review process and has requested that the Company, if it chooses to do so, submit a plan to regain compliance with NASDAQs requirements for continued listing no later than June 2, 2014. If NASDAQ accepts the plan, the Company will be granted an exception until September 29, 2014 to regain compliance. If the Company does not submit a plan of compliance, or if the plan is not accepted by NASDAQ, the Company may be subject to delisting procedures as set forth in the NASDAQ Listing Rules.
The Company plans to provide NASDAQ with a plan by June 2, 2014 to show that it will be able to return to compliance with the NASDAQ Listing Rules by filing its Form 10-K.
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 press release contains forward-looking statements about the Companys plans, expectations and beliefs, including regarding the timing and anticipated filing of the Companys 10-K, the timing and completion of and determinations with respect to the Companys audit and the audit committees review and anticipated financial results. 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 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, if NASDAQ does not accept the plan, 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 x8618
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
Exhibit 99.2
Montage Announces Report Concerning Audit Committee Review
SHANGHAI, China, April 22, 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 the audit committee of the Company, with the assistance of the law firm of Jones Day, as well as forensic accountants from FTI Consulting, has reported on the results of the review conducted to date, representing over 6,000 hours of work by the audit committees advisors. Among other things, the report details various forensic procedures performed to analyze a significant portion of the Companys cash, cash equivalents, and short-term investment balances with its financial institutions at various points in time. In addition, the report details investigative tasks conducted to analyze the Companys revenue and gross margins, which tasks included written confirmations and in-person site visits with selected participants in the manufacturing and supply chain and the distribution and sales channel, including selected Fabs, assembly/testing companies (OEMs), distributors, including LQW, and end customers. Various analyses of financial and accounting records were also performed.
As noted in a report from these advisors to the audit committee, based upon the investigative procedures performed, the information considered to date and subject to the limitations specified in the report:
| the cash, cash equivalents, and short-term investments reflected in the Companys records and/or publicly reported by the Company as of December 2011, 2012, and 2013 appear to be materially accurate; |
| no significant variances have been identified with respect to the Companys reported revenue for years 2011, 2012, and 2013; and |
| the Companys gross margins for years 2011, 2012 and 2013 appear reasonable. |
In addition, the audit committees report notes that although certain persons associated with these entities are known to members of the Companys management, the review procedures performed to date found no conclusive evidence that the Company owns or otherwise has an inappropriate relationship with the entities referred to in the Gravity Research reports as SMMT and LQW.
Based upon the audit committees report, the Company continues to believe that the allegations by Gravity Research lack merit, and the Company therefore does not anticipate any changes to its previously reported financial results. The audit committee, in consultation with its outside legal and accounting advisors and the Companys independent auditors, is evaluating what additional review procedures are necessary or appropriate for the audit committees review of the allegations in order to be able to file the Companys Form 10-K for the year ended December 31, 2013. The Company and the audit committee are continuing to work diligently on this matter, and the Company expects to file its annual report on Form 10-K as soon as practicable following completion of the audit committees review.
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 press release contains forward-looking statements about the Companys plans, expectations and beliefs, including regarding the timing and anticipated filing of the Companys 10-K, the timing and completion of and determinations with respect to the Companys audit and the audit committees review and anticipated financial results. 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 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, if NASDAQ does not accept the plan, 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 x8618
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
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