8-K 1 form8k.htm GIGPEAK, INC. 8-K 6-3-2016
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
 
June 3, 2016
Date of Report (date of earliest event reported)
 

GIGPEAK, INC.
(Exact name of Registrant as specified in its charter)
 

Delaware
001-35520
26-2439072
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)

130 Baytech Drive
San Jose, CA 95134
(Address of principal executive offices)

(408) 522-3100
(Registrant’s telephone number, including area code)

(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 (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))
 
Item 7.01 Regulation FD Disclosure.

On June 3, 2016, GigPeak, Inc. (“GigPeak” or the “Company”) made available on the Company’s website the attached investor presentation. This presentation includes an update to the Company’s full year 2016 revenue guidance previously given by the Company to account for purchase accounting adjustments for the acquisition of Magnum Semiconductor, Inc. which closed on April 5, 2016 (the “Magnum Acquisition”) as reflected in the Company’s Current Report on Form 8-K/A Amendment No. 1 filed with the SEC on May 27, 2016 which provided audited and unaudited financial statements and pro forma financial information in connection with the Magnum Acquisition.

The Company is hereby furnishing a copy of this investor presentation as Exhibit 99.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K is being furnished solely to satisfy the requirements of Regulation FD. The Company does not intend to update this information or release similar information in the future.
 
The information under Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under Item 7.01 in this Current Report on Form 8-K will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference. The furnishing of the information under Item 7.01 in this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by the Company that the information under Item 7.01 in this Current Report on Form 8-K is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

This Item 7.01 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding the Company’s expectations for full year 2016 revenues. These statements are based on management’s current expectations. Forward-looking statements involve certain risks and uncertainties, and actual results and the timing of events may differ materially from those discussed or implied in any such statement. These risks include, but are not limited to the satisfaction of the conditions of the closing of the public offering, market conditions and other risks related to the Company’s business and operations as are discussed under the heading “Risk Factors” and in other sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and the Quarterly Report on Form 10-Q for the fiscal quarter ended March 27, 2016, and in the Company’s other current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this Item 7.01 have been made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update any forward-looking statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1*
PowerPoint Investor Presentation.

* Furnished herewith
 
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.
 
 
GIGPEAK, INC.
      
 
By:
/s/ Dr. Avi Katz
  
 
Name:
Dr. Avi Katz
 
Title:
Chief Executive Officer
     
Date: June 3, 2016
    

EXHIBIT INDEX

Exhibit
No.
  
Description
   
 
PowerPoint Investor Presentation.

* Furnished herewith.