8-K

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

Date of Report (Date of earliest event reported): July 28, 2009

SILICON STORAGE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

California	000-26944	77-0225590
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1020 Kifer Street Sunnyvale, California	94086
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 735-9110

Not Applicable

(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 2.02. Results of Operations and Financial Condition.

On July 28, 2009, Silicon Storage Technology, Inc. issued a press release announcing earning results for the second quarter ended June 30, 2009. The full press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information in this Report on Form 8-K, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Silicon Storage Technology, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number	Description of Document
99.1	Press release dated July 28, 2009 entitled “SST Reports Second Quarter 2009 Financial Results”.

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, thereunto duly authorized.

Dated: July 28, 2009

SILICON STORAGE TECHNOLOGY, INC.
By:	/s/    JAMES B. BOYD
	James B. Boyd
	Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press release dated July 28, 2009 entitled “SST Reports Second Quarter 2009 Financial Results”.

EX-99.1

Exhibit 99.1

Silicon Storage Technology, Inc.

News Release

For More Information Contact:

Leslie Green

Green Communications Consulting, LLC

(650) 312-9060

SST Reports Second Quarter 2009 Financial Results

SUNNYVALE, Calif., July 28, 2009 — SST (Silicon Storage Technology, Inc.) (NASDAQ: SSTI), a leader in flash memory technology, today announced results for the second quarter, ended June 30, 2009.

Net revenues for the second quarter were $58.1 million compared with $50.1 million in the first quarter of 2009 and with $83.7 million in the second quarter of 2008. Product revenues for the second quarter of 2009 were $51.8 million, compared with $38.8 million in the first quarter of 2009 and with $71.1 million in the second quarter of 2008. Revenues from technology licensing for the second quarter were $6.3 million, compared with $11.3 million in the first quarter of 2009 and with $12.6 million in the second quarter of 2008.

Loss from operations for the second quarter was $7.5 million compared with a loss from operations of $6.3 million in the first quarter of 2009 and with a loss from operations of $5.9 million in the second quarter of 2008.

SST is in the process of completing an evaluation of a potential impairment charge during the second quarter related to its investment in Grace Semiconductor Manufacturing Corporation, (“GSMC”). SST’s preliminary net loss for the second quarter of 2009, before any such potential impairment charge, if any, was $8.2 million, or $0.09 per share, based on approximately 95.8 million diluted shares. If SST is required to further impair its investment in GSMC, its net loss will increase; however, SST cannot at this time estimate the potential range of any such impairment charge, if any. In the first quarter of 2009, the company recorded a net loss of $9.2 million, or $0.10 per share, based on approximately 95.7 million diluted shares. For the second quarter of 2008, SST reported net loss of $9.6 million, or $0.09 per share based on approximately 101.8 million diluted shares.

SST Reports Second Quarter 2009 Financial Results

July 28, 2009

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SST finished the second quarter of 2009 with $131.3 million in cash, cash equivalents, short-term investments, and long-term marketable debt securities, up approximately $5.6 million from $125.7 million at March 31, 2009.

Management Qualitative Comments

“After hitting bottom during the month of January, our product shipments rebounded and the momentum continued into the second quarter,” said Bing Yeh, chief executive officer. “The inventory replenishment by our customers, coupled with modest improvement in demand, accounted for our better-than-expected product revenues in the second quarter. Licensing revenue in the second quarter reflected the declines in our licensees’ business and is expected to rebound somewhat in the third quarter. Market conditions remain challenging in the memory space as there continues to be uncertainty over the macro-economic environment resulting in poor visibility and continued pricing pressure. We continue to experience ASP declines, particularly in commodity memory, causing pressure on our gross margins. Modest growth in revenues is expected with ASP erosion significantly offsetting unit volume increases. Given these difficult conditions, SST continues to place emphasis on cost-control as well as inventory and cash management. Further, we are focusing our resources on areas of our business that will yield the most impact over time, creating additional opportunity without additional R&D expense. We are taking a fresh look at every aspect of our business and are working hard on our goal of returning our company to profitability.”

Third Quarter 2009 Outlook

SST expects its third quarter revenues to be between $61 million and $68 million. Gross margin is expected to be between 25 and 29 percent, subject to the risk of changing market conditions. Total operating expenses are expected to be between $22 million and $24 million. Net loss per share is expected to be between $0.07 and $0.03.

Conference Call Dial-in Information

SST will hold a conference call to discuss its financial results today at 1:30 p.m. PT. Those wishing to participate in the conference call should dial (800) 230-1092, international participants please dial (612) 332-0228, using the password “SST” at approximately 1:20 p.m. PT. A replay of the call will be

SST Reports Second Quarter 2009 Financial Results

July 28, 2009

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available for one week by dialing (800) 475-6701, international participants dial (320) 365-3844, using the access code 107119. A webcast replay of the conference call will be available until the company’s conference call for its third quarter financial results on the company’s Web site at http://www.sst.com/events.

About Silicon Storage Technology, Inc.

Headquartered in Sunnyvale, California, SST designs, manufactures and markets a diversified range of memory and non-memory products for high volume applications in the digital consumer, networking, wireless communications and Internet computing markets. Leveraging its proprietary, patented SuperFlash technology, SST is a leading provider of nonvolatile memory solutions with product families that include various densities of high functionality flash memory components and flash mass storage products. The company also offers its SuperFlash technology for embedded applications through its broad network of world-class manufacturing partners and technology licensees, including TSMC, which offers it under its trademark Emb-FLASH. SST’s non-memory products include NAND controller-based products, smart card ICs and modules, flash microcontrollers and radio frequency ICs and modules. Further information on SST can be found on the company’s Web site at http://www.sst.com.

Forward-Looking Statements

Except for the historical information contained herein, this news release contains forward-looking statements regarding memory and non-memory market conditions, SST’s future financial performance, including a potential impairment charge related to SST’s investment in GSMC, the ability to control expenses, manage inventory and generate cash, the launch, design cycle and performance of new products, SST’s licensing business, SST’s ability to diversify its business, the transition of SST’s products to smaller geometrics, and SST’s ability to bring new products to market, all of which involve risks and uncertainties. These risks may include timely development, acceptance and pricing of new products, the terms, conditions and revenue recognition issues associated with licensees’ royalty payments, the impact of competitive products and pricing, and general economic conditions as they affect SST’s customers, as well as other risks detailed from time to time in the company’s periodic reports, including the Annual Report on Form 10-K for the year ended December 31, 2008, Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and other reports filed from time to time with the Securities and Exchange Commission. These forward-looking statements are not guarantees

of future performance and speak only as of the date hereof, and, except as required by law, SST disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

SST Reports Second Quarter 2009 Financial Results

July 28, 2009

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For more information about SST and the company’s comprehensive list of product offerings, please call 1-888/SST-CHIP. Information can also be requested via email to literature@sst.com or through SST’s Web site at http://www.sst.com. SST’s head office is located at 1171 Sonora Court, Sunnyvale, Calif.; telephone: 408/735-9110; fax: 408/735-9036.

The SST logo and SuperFlash are registered trademarks of Silicon Storage Technology, Inc. All other trademarks or registered trademarks are the property of their respective holders.

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— FINANCIAL TABLES TO FOLLOW —

SST Reports Second Quarter 2009 Financial Results

July 28, 2009

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Silicon Storage Technology, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2009			2008			2009
Net revenues:
Product revenues	$	71,073		$	51,766		$	140,771		$	90,553
Technology licensing		12,627			6,317			24,014			17,659
Total net revenues		83,700			58,083			164,785			108,212
Cost of revenues		59,751			44,574			115,127			79,109
Gross profit		23,949			13,509			49,658			29,103
Operating expenses:
Research and development		15,223			11,250			30,835			22,664
Sales and marketing		6,918			5,166			14,401			10,126
General and administrative		7,721			4,636			14,904			9,796
Other		—			—			—			329
Total operating expenses		29,862			21,052			60,140			42,915
Loss from operations		(5,913	)		(7,543	)		(10,482	)		(13,812	)
Other income, net		976			688			1,850			1,185
Loss before provision for (benefit from) income taxes and pro rata share of loss from equity investments		(4,937	)		(6,855	)		(8,632	)		(12,627	)
Provision for (benefit from) income taxes		2,390			1,048			(4,660	)		3,922
Loss before pro rata share of loss from equity investments		(7,327	)		(7,903	)		(3,972	)		(16,549	)
Pro rata share of loss from equity investments		2,241			254			4,137			849
Net loss	$	(9,568	)	$	(8,157	)	$	(8,109	)	$	(17,398	)
Net loss per share - basic and diluted	$	(0.09	)	$	(0.09	)	$	(0.08	)	$	(0.18	)
Shares used in per share calculation - basic and diluted		101,793			95,747			102,698			95,726

SST is in the process of completing an evaluation of a potential impairment of its investment in GSMC. SST is unable to estimate the potential range of any such charge, if any, at this time. If SST is required to incur such a charge, SST will reflect the charge in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 to be filed with the Securities and Exchange Commission. Any such charge will increase SST’s net loss and net loss per share.

SST Reports Second Quarter 2009 Financial Results

July 28, 2009

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Silicon Storage Technology, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands)

	December 31, 2008			June 30, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	50,880		$	51,206
Short-term investments		48,997			49,664
Trade accounts receivable, net		20,117			31,421
Inventories		54,159			33,323
Other current assets		4,153			3,972
Total current assets		178,306			169,586
Property and equipment, net		18,913			15,243
Long-term marketable equity investments		18,196			26,846
Long-term marketable debt securities		31,848			30,467
Goodwill and intangible assets, net		14,794			13,407
Other assets		26,426			26,037
Total assets	$	288,483		$	281,586
LIABILITIES
Current liabilities:
Trade accounts payable	$	19,146		$	21,660
Accrued expenses and other liabilities		14,200			11,493
Deferred revenue		3,841			2,304
Total current liabilities		37,187			35,457
Other liabilities		8,082			10,052
Total liabilities		45,269			45,509
SHAREHOLDERS’ EQUITY
Common stock		412,312			414,256
Accumulated other comprehensive income		14,308			22,625
Accumulated deficit		(183,406	)		(200,804	)
Total shareholders’ equity		243,214			236,077
Total liabilities and shareholders’ equity	$	288,483		$	281,586

SST is in the process of completing an evaluation of a potential impairment of its investment in GSMC. SST is unable to estimate the potential range of any such charge, if any, at this time. If SST is required to incur such a charge, SST will reflect the charge in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 to be filed with the Securities and Exchange Commission. Any such charge will decrease the carrying value of SST’s investment in GSMC and will be reflected in other assets.

SST Reports Second Quarter 2009 Financial Results

July 28, 2009

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Silicon Storage Technology, Inc. and Subsidiaries

Supplemental Data

	Percentage of Gross Product Revenue						Change in Revenue
	2Q08		1Q09		2Q09		2Q08 to 2Q09		1Q09 to 2Q09
Product Revenue By Ship-To Location
North America	5	%	6	%	4	%	(48	)%	(14	)%
Total International	95	%	94	%	96	%	(27	)%	38	%
Europe	7	%	7	%	4	%	(64	)%	(29	)%
Japan	9	%	7	%	11	%	0	%	109	%
Korea	4	%	3	%	7	%	23	%	214	%
China and Taiwan	70	%	68	%	66	%	(30	)%	3	%
Other Far East	5	%	9	%	8	%	6	%	19	%
Product Revenue by Application
Digital Consumer	32	%	29	%	23	%	(50	)%	11	%
Internet Computing	21	%	22	%	21	%	(29	)%	27	%
Networking	12	%	17	%	15	%	(12	)%	12	%
Wireless Communications	35	%	32	%	41	%	(16	)%	85	%
Total	100	%	100	%	100	%	(28	)%	35	%
Licensing Revenue as a % of Total Revenue	15	%	23	%	11	%	(50	)%	(44	)%