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
May 22, 2014 (May 20, 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 May 20, 2014, Montage Technology Group Limited (the Company) received a letter (the Letter) from the NASDAQ Stock Market LLC (NASDAQ) indicating that NASDAQ has determined that the Companys failure to file its Form 10-Q for the period ended March 31, 2014 with the Securities and Exchange Commission serves as an additional basis to delist the ordinary shares of the Company pursuant to NASDAQ Listing Rule 5250(c)(1).
The Company disclosed in its Form 12b-25 Notification of Late Filing, filed on May 16, 2014, that its Form 10-Q for the period ended March 31, 2014 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 period ended March 31, 2014.
As previously disclosed, 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 of up to 180 calendar days from March 31, 2014, or 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 Forms 10-K and 10-Q.
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-Q, 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 8.01 Other Events.
On May 22, 2014, the Company issued a press release announcing its receipt of the Letter. A copy of the press release is attached as Exhibit 99.1 and is furnished herewith.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 | Press Release dated May 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: May 22, 2014
Montage Technology Group Limited |
/s/ Mark Voll |
Mark Voll |
Chief Financial Officer |
Exhibit Index
Exhibit Number |
Exhibit Title | |
99.1 | Press Release dated May 22, 2014 |
Exhibit 99.1
Montage Receives Notice of Non-Compliance from NASDAQ
SHANGHAI, China, May 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 May 20, 2014, Montage Technology Group Limited (the Company) received a letter (the Letter) from the NASDAQ Stock Market LLC (NASDAQ) indicating that NASDAQ has determined that the Companys failure to file its Form 10-Q for the period ended March 31, 2014 with the Securities and Exchange Commission serves as an additional basis to delist the ordinary shares of the Company pursuant to NASDAQ Listing Rule 5250(c)(1).
The Company disclosed in its Form 12b-25 Notification of Late Filing, filed on May 16, 2014, that its Form 10-Q for the period ended March 31, 2014 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 period ended March 31, 2014.
As previously disclosed, 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 of up to 180 calendar days from March 31, 2014, or 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 Forms 10-K and 10-Q.
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 timing and anticipated filing of the Companys 10-Q, 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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