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): February 4, 2010

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 Road 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 February 4, 2010, Silicon Storage Technology, Inc. issued a press release announcing earning results for the fourth quarter and year ended December 31, 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 February 4, 2010 entitled “SST Reports Fourth Quarter and Fiscal 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: February 4, 2010

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 February 4, 2010 entitled “SST Reports Fourth Quarter and Fiscal 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 Fourth Quarter and Fiscal 2009 Financial Results

SUNNYVALE, Calif., Feb. 4, 2010 — SST (Silicon Storage Technology, Inc.) (NASDAQ: SSTI), a leader in flash memory technology, today announced results for the fourth quarter and fiscal year 2009.

Net revenues for the fourth quarter of 2009 were $72.9 million compared with $71.3 million in the third quarter of 2009 and compared with $58.4 million in the fourth quarter of 2008. Product revenues for the fourth quarter of 2009 were $60.3 million, compared with $61.8 million in the third quarter of 2009 and with $46.3 million in the fourth quarter of 2008. Revenues from technology licensing for the fourth quarter of 2009 were $12.5 million, compared with $9.5 million in the third quarter of 2009 and with $12.1 million in the fourth quarter of 2008.

Income from operations for the fourth quarter of 2009 was $3.0 million, which compares with income from operations of $1.5 million in the third quarter of 2009 and with a loss from operations of $10.8 million in the fourth quarter of 2008.

Net income for the fourth quarter of 2009 was $2.4 million, or $0.02 per share, based on approximately 95.9 million diluted shares. By comparison, the company recorded net income of $3.1 million, or $0.03 per share based on approximately 95.9 million shares in the third quarter of 2009. For the fourth quarter of 2008, SST reported a net loss of $36.6 million, or $0.38 per share based on approximately 95.5 million diluted shares.

SST finished the fourth quarter of 2009 with $142.5 million in cash, cash equivalents, short-term investments, and long-term marketable debt securities, down approximately $1.3 million from $143.8 million at Sept. 30, 2009.

SST Reports Fourth Quarter and Fiscal 2009 Financial Results

Feb. 4, 2010

Page 2 of 6

Fiscal 2009 Financial Results

Net revenues for the year ended Dec. 31, 2009 were $252.3 million compared with $315.5 million for the year ended Dec. 31, 2008. Total gross margin for 2009 was 29.8 percent compared with 30.8 percent in 2008. Product gross margins for 2009 were 16.7 percent compared with 18.2 percent in 2008. Operating expenses for the year ended Dec. 31, 2009 were $84.5 million compared with $114.4 million in 2008. Net loss for the year ended Dec. 31, 2009 was $10.2 million, or a loss of $0.11 per share based on 95.8 million diluted shares outstanding. This compares with a net loss of $39.8 million, or a loss of $0.40 per diluted share based on 100.0 million diluted shares outstanding for the year ended Dec. 31, 2008.

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.

SST Reports Fourth Quarter and Fiscal 2009 Financial Results

Feb. 4, 2010

Page 3 of 6

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 1020 Kifer Rd., 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 Fourth Quarter and Fiscal 2009 Financial Results

Feb. 4, 2010

Page 4 of 6

Silicon Storage Technology, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except per share data)

	Three Months Ended December 31,					Year Ended December 31,
	2008			2009		2008			2009
Net revenues:
Product revenues	$	46,293		$	60,343	$	266,865		$	212,662
Technology licensing		12,059			12,519		48,670			39,665
Total net revenues		58,352			72,862		315,535			252,327
Cost of revenues		41,756			49,188		218,304			177,087
Gross profit		16,596			23,674		97,231			75,240
Operating expenses:
Research and development		13,860			9,913		58,955			43,160
Sales and marketing		5,491			5,071		26,605			20,345
General and administrative		5,496			5,658		26,331			20,705
Other		2,514			—		2,514			329
Total operating expenses		27,361			20,642		114,405			84,539
Income (loss) from operations		(10,765	)		3,032		(17,174	)		(9,299	)
Gain on sale of equity investments		—			731		—			1,811
Impairment of equity investments		(21,598	)		—		(21,832	)		(485	)
Other income, net		581			227		4,978			3,708
Income (loss) before provision for (benefit from) income taxes and pro rata share of loss from equity investments		(31,782	)		3,990		(34,028	)		(4,265	)
Provision for (benefit from) income taxes		1,740			1,321		(3,358	)		4,692
Income (loss) before pro rata share of loss from equity investments		(33,522	)		2,669		(30,670	)		(8,957	)
Pro rata share of loss from equity investments		3,105			309		9,145			1,280
Net income (loss)	$	(36,627	)	$	2,360	$	(39,815	)	$	(10,237	)
Net income (loss) per share - basic	$	(0.38	)	$	0.02	$	(0.40	)	$	(0.11	)
Shares used in per share calculation - basic		95,495			95,854		100,019			95,790
Net income (loss) per share - diluted	$	(0.38	)	$	0.02	$	(0.40	)	$	(0.11	)
Shares used in per share calculation - diluted		95,495			95,870		100,019			95,790

SST Reports Fourth Quarter and Fiscal 2009 Financial Results

Feb. 4, 2010

Page 5 of 6

Silicon Storage Technology, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands)

	December 31,
	2008			2009
ASSETS
Current assets:
Cash and cash equivalents	$	50,880		$	92,299
Short-term investments		48,997			30,613
Trade accounts receivable, net		20,117			37,660
Inventories		54,159			36,881
Other current assets		4,153			5,317
Total current assets		178,306			202,770
Long-term marketable debt securities		31,848			19,609
Long-term marketable equity investments		18,196			40,619
Equity investments, others		24,619			32,156
Property and equipment, net		18,913			12,051
Goodwill and intangible assets, net		14,794			12,882
Other assets		1,807			4,520
Total assets	$	288,483		$	324,607
LIABILITIES
Current liabilities:
Trade accounts payable	$	19,146		$	28,238
Accrued expenses and other liabilities		14,200			12,215
Deferred revenue		3,841			13,970
Total current liabilities		37,187			54,423
Other liabilities		8,082			10,057
Total liabilities		45,269			64,480
SHAREHOLDERS’ EQUITY
Common stock		412,312			415,267
Accumulated other comprehensive income		14,308			38,503
Accumulated deficit		(183,406	)		(193,643	)
Total shareholders’ equity		243,214			260,127
Total liabilities and shareholders’ equity	$	288,483		$	324,607

SST Reports Fourth Quarter and Fiscal 2009 Financial Results

Feb. 4, 2010

Page 6 of 6

Silicon Storage Technology, Inc. and Subsidiaries

Supplemental Data

	Percentage of Gross Product Revenue						Change in Revenue
	4Q08		3Q09		4Q09		4Q08 to 4Q09		3Q09 to 4Q09
Product Revenue By Ship-To Location
North America	8	%	4	%	6	%	2	%	54	%
Total International	92	%	96	%	94	%	37	%	(3	)%
Europe	7	%	4	%	5	%	(13	)%	18	%
Japan	13	%	12	%	11	%	12	%	(12	)%
Korea	8	%	7	%	7	%	21	%	0	%
China and Taiwan	54	%	64	%	60	%	(26	)%	16	%
Other Far East	10	%	9	%	11	%	54	%	21	%
Product Revenue by Application
Digital Consumer	26	%	24	%	22	%	7	%	(10	)%
Internet Computing	24	%	24	%	29	%	65	%	19	%
Networking	11	%	16	%	15	%	80	%	(6	)%
Wireless Communications	39	%	36	%	34	%	12	%	(9	)%
Total	100	%	100	%	100	%	34	%	(1	)%
Licensing Revenue as a % of Total Revenue	21	%	13	%	17	%	5	%	33	%