8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) October 24, 2007
QuickLogic Corporation
(Exact name of registrant as specified in its charter)
Delaware	000-22671	77-0188504
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1277 Orleans Drive, Sunnyvale, CA		94089-1138
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code (408) 990-4000
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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02 Results of Operation and Financial Condition.

                On October 24, 2007, QuickLogic Corporation (“QuickLogic”) issued a press release regarding QuickLogic’s financial results for the third quarter of fiscal year 2007.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

                This information, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 — Financial Statements and Exhibits

Item 9.01(d) Exhibits.

        The following exhibit is furnished as a part of this report:

99.1Press release of QuickLogic Corporation announcing financial results for the third quarter of fiscal year 2007, dated October 24, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 24, 2007	QuickLogic Corporation
	/s/ Carl M. Mills
	Carl M. Mills
	Vice President of Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of QuickLogic Corporation announcing financial results for the third quarter of fiscal year 2007, dated October 24, 2007.

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EX-99.1

Exhibit 99.1

Contacts: Carl M. Mills
Chief Financial Officer

(408) 990-4000
cmills@quicklogic.com Andrea VedanayagamDirector, Corporate Communications(408) 990-4000andrea@quicklogic.com

QuickLogic Announces Fiscal 2007 Third Quarter Results — New Product Revenue Ramps Sequentially at Top Tier Customers

SUNNYVALE, Calif. — October 24, 2007 — QuickLogic Corporation (NASDAQ: QUIK), the lowest power programmable solutions leader, today announced the financial results for its fiscal third quarter ended September 30, 2007.

Revenue for the third quarter of 2007 was $9.0 million, up seven percent from $8.4 million in the second quarter of 2007 and up five percent from $8.6 million in the third quarter of 2006. New product revenue increased by $1.0 million sequentially; this growth was partially offset by a decline in end-of-life product revenue. Higher end-of-life and mature product revenue was a major contributor to the year-on-year increase in revenue. New products — ArcticLink™, PolarPro™, Eclipse™ II and QuickPCI^® II — contributed 18 percent of revenue in the third quarter of 2007, seven percent in the second quarter of 2007 and 25 percent of revenue in the third quarter of 2006.

Under generally accepted accounting principles (GAAP), the net loss for the third quarter of 2007 was $1.5 million, or $0.05 per share, compared with a net loss of $2.1 million, or $0.07 per share, in the second quarter of 2007 and a net loss of $3.0 million, or $0.10 per share, in the third quarter of 2006.  Non-GAAP net loss for the third quarter of 2007 was $1.0 million, or $0.04 per share, compared with a non-GAAP net loss of $1.7 million, or $0.06 per share, in the second quarter of 2007 and a non-GAAP net loss of $2.6 million, or $0.09 per share, in the third quarter of 2006.

QuickLogic reports certain financial measures, including net loss, in accordance with GAAP and also on a non-GAAP basis. Non-GAAP results, where applicable, exclude stock-based compensation recorded in accordance with Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-based Payment” and the write-off of long-lived assets. For a full reconciliation of GAAP net loss to non-GAAP net loss, please refer to the schedule on page 5 of this press release.

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 “We are pleased with our significant increase in revenue compared with the second quarter,” said E. Thomas Hart, chairman, president and CEO. “We are getting good design traction for our Customer Specific Standard Products (CSSPs) with top customers in our target markets.  The trend for these customers is to design platforms that enable them to generate multiple products.  The inherent flexibility of CSSPs serves well to “future-proof” these platforms, extending their life over several product generations. This allows our customers to bring new products to market more quickly and cost effectively with lower risk.”

Conference Call

QuickLogic will hold a conference call at 2:30 p.m. Pacific Time today, October 24, 2007, to discuss the third quarter financial results. The conference call is being webcast and can be accessed via QuickLogic’s website at www.quicklogic.com/investors. To participate, please call (888) 684-1265 by 2:20 p.m. Pacific Time. A recording of the call will be available starting one hour after completion of the call. To access the recording, please call (719) 457-0820 and reference the pass code: 5642724. The call recording will be archived until November 1, 2007 and the webcast will be available for 12 months.

About QuickLogic

QuickLogic Corporation (NASDAQ: QUIK) is the leading provider of the lowest power programmable solutions for the portable electronics, industrial, communications and military markets. Our new products — ArcticLink, PolarPro, Eclipse II and QuickPCI — are being used to implement bridge and control solutions in embedded systems requiring Wi-Fi, DVB-H and IDE or CE-ATA based disk drives. QuickLogic’s proprietary ViaLink® technology offers significant benefits for programmable logic, including the lowest power, instant on capability and bulletproof intellectual property security. The Company is located at 1277 Orleans Drive, Sunnyvale, CA 94089-1138. Website www.quicklogic.com

Non-GAAP Financial Measures

QuickLogic reports financial information in accordance with generally accepted accounting principles (GAAP), but believes that non-GAAP financial measures are helpful in evaluating its operating results and comparing its performance to comparable companies. Accordingly, the Company excludes charges related to stock-based compensation and the effect of the write-off of long-lived assets in calculating non-GAAP (i) income (loss) from operations, (ii) net income (loss), (iii) net income (loss) per share, and (iv) gross margin percentage. For a full reconciliation of these GAAP measures to non-GAAP measures, please refer to the schedule on page 5 of this press release. The Company provides this non-GAAP information to enable investors to evaluate its operating results in a manner similar to how the Company analyzes its operating results and to

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provide consistency and comparability with similar companies in the Company’s industry. Management uses the non-GAAP measures, which exclude gains, losses and other charges that are considered by management to be outside of the Company’s core operating results, internally to evaluate its operating performance against results in prior periods and its operating plans and forecasts. In addition, the non-GAAP measures are used to plan for the Company’s future periods, and serve as the basis for the allocation of Company resources, management of operations and the measurement of profit-dependent cash compensation paid to employees and executive officers.

Investors should note, however, that the non-GAAP financial measures used by QuickLogic may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies. QuickLogic does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures alone or as a substitute for financial information prepared in accordance with GAAP. A reconciliation of GAAP financial measures to non-GAAP financial measures is included in the financial statements portion of this press release. Investors are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures.

Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements made by our CEO relating to design activity of our new products and the revenue generating potential of such new products, which is dependent on the market acceptance of our products and the level of customer orders. Actual results could differ materially from any such forward-looking statements. Factors that could cause actual results to differ materially include delays in the market acceptance of the Company’s new products; the ability to convert design opportunities into customer revenue; our ability to replace revenue from end-of-life products; the level and timing of customer design activity; the market acceptance of our customers’ products; the risk that new orders may not result in future revenue; our ability to introduce and produce new products based on advanced wafer technology on a timely basis; our ability to adequately market the low power, competitive pricing and short time-to-market of our new products; intense competition, including the introduction of new products by competitors; our ability to hire and retain qualified personnel; changes in product demand or supply; capacity constraints; and general economic conditions. These factors and others are described in more detail in the Company’s public reports filed with the Securities and Exchange Commission, including the risks discussed in the “Risk Factors” section in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in the Company’s prior press releases.

The QuickLogic name and logo, QuickPCI and ViaLink are registered trademarks of and ArcticLink, Eclipse and PolarPro are trademarks of QuickLogic Corporation.  All other brands or trademarks are the property of their respective holders and should be treated as such.

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Note to Editors: Financial Tables Follow

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QUICKLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended										Nine Months Ended
	September 30, 2007			October 1, 2006				July 1, 2007			September 30, 2007				October 1, 2006
Revenue	$	9,025		$		8,598		$	8,405		$	23,672			$		27,180
Cost of revenue, excluding inventory write-down and related charges	4,005			4,157				3,216			10,157				11,668
Inventory write-down and related charges	309			1,214				759			3,533				1,684
Gross profit	4,711			3,227				4,430			9,982				13,828
Operating expenses:
Research and development	2,342			2,429				2,339			6,968				7,186
Selling, general and administrative	3,953			3,994				4,387			12,933				13,205
Total operating expenses	6,295			6,423				6,726			19,901				20,391
Loss from operations	(1,584		)	(3,196			)	(2,296		)	(9,919			)	(6,563			)
Interest expense	(69		)	(65			)	(72		)	(226			)	(235			)
Interest income and other, net	189			333				317			752				966
Loss before income taxes	(1,464		)	(2,928			)	(2,051		)	(9,393			)	(5,832			)
Provision for income taxes	29			23				27			71				46
Net loss	$	(1,493	)	$		(2,951	)	$	(2,078	)	$		(9,464	)	$	(5,878		)
Net loss per share:
Basic	$	(0.05	)	$		(0.10	)	$	(0.07	)	$		(0.33	)	$	(0.21		)
Diluted	$	(0.05	)	$	(0.10		)	$	(0.07	)	$		(0.33	)	$	(0.21		)
Weighted average shares:
Basic	29,116			28,678				28,966			28,966				28,420
Diluted	29,116			28,678				28,966			28,966				28,420

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QUICKLOGIC CORPORATION

SUPPLEMENTAL RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended												Nine Months Ended
	September 30, 2007				October 1, 2006				July 1, 2007				September 30, 2007				October 1, 2006
GAAP loss from operations	$	(1,584		)	$		(3,196	)	$	(2,296		)	$	(9,919		)	$		(6,563	)
Adjustment for the write-off of long-lived assets within:
Cost of revenue	5				33				—				5				33
Selling, general and administrative	2				1				—				2				1
Adjustment for stock-based compensation within:
Cost of revenue	67				36				54				176				138
Research and development	94				57				94				273				321
Selling, general and administrative	291				197				280				812				686
Non-GAAP loss from operations	$	(1,125		)	$		(2,872	)	$	(1,868		)	$	(8,651		)	$		(5,384	)
GAAP net loss	$	(1,493		)	$		(2,951	)	$	(2,078		)	$	(9,464		)	$		(5,878	)
Adjustment for the write-off of long-lived assets within:
Cost of revenue	5				33				—				5				33
Selling, general and administrative	2				1				—				2				1
Adjustment for stock-based compensation within:
Cost of revenue	67				36				54				176				138
Research and development	94				57				94				273				321
Selling, general and administrative	291				197				280				812				686
Non-GAAP net loss	$	(1,034		)	$	(2,627		)	$	(1,650		)	$	(8,196		)	$	(4,699		)
GAAP net loss per share	$		(0.05	)	$	(0.10		)	$		(0.07	)	$	(0.33		)	$	(0.21		)
Adjustment for the write-off of long-lived assets and stock-based compensation	0.01				0.01				0.01				0.05				0.04
Non-GAAP net loss per share	$		(0.04	)	$	(0.09		)	$	(0.06		)	$		(0.28	)	$	(0.17		)
GAAP weighted average shares	29,116				28,678				28,966				28,966				28,420
Adjustment for the write-off of long-lived assets and stock-based compensation	—				—				—				—				—
Non-GAAP weighted average shares	29,116				28,678				28,966				28,966				28,420
GAAP gross margin percentage	52.2			%	37.5			%	52.7			%	42.2			%	50.9			%
Adjustment for the write-off of long-lived assets and stock-based compensation	0.8			%	0.8			%	0.6			%	0.7			%	0.6			%
Non-GAAP gross margin percentage	53.0			%	38.3			%	53.3			%	42.9			%	51.5			%

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QUICKLOGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	September 30, 2007			December 31, 2006(1)
ASSETS
Current assets:
Cash and cash equivalents	$	20,846		$	24,621
Short-term investment in Tower Semiconductor Ltd.	1,601			1,530
Accounts receivable, net	2,583			2,839
Inventory	4,838			9,064
Other current assets	1,395			1,894
Total current assets	31,263			39,948
Property and equipment, net	4,786			5,480
Investment in Tower Semiconductor Ltd.	806			769
Other assets	3,142			4,038
TOTAL ASSETS	$	39,997		$	50,235
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	3,002		$	4,383
Accrued liabilities	2,644			2,462
Deferred income on shipments to distributors	1,159			1,152
Deferred royalty revenue	548			960
Current portion of debt and capital lease obligations	1,544			2,292
Total current liabilities	8,897			11,249
Long-term liabilities:
Debt and capital lease obligations, less current portion	912			1,618
Total liabilities	9,809			12,867
Stockholders’ equity:
Common stock, at par value	29			29
Additional paid-in capital	166,314			164,138
Accumulated other comprehensive income	834			726
Accumulated deficit	(136,989		)	(127,525		)
Total stockholders’ equity	30,188			37,368
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	39,997		$	50,235

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(1)   Derived from the December 31, 2006 audited balance sheet included in the 2006 Annual Report on Form 10-K of QuickLogic Corporation.

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QUICKLOGIC CORPORATION

SUPPLEMENTAL DATA

(Unaudited)

	Percentage of Revenue						Change in Revenue
	Q3		Q3		Q2		Q3 2006 to		Q2 2007 to
	2007		2006		2007		Q3 2007		Q3 2007
COMPOSITION OF REVENUE
Revenue by product (1):
New products	18	%	25	%	7	%	(24	)%	165	%
Mature products	50	%	50	%	52	%	6	%	4	%
End-of-life products	32	%	25	%	41	%	32	%	(16	)%
Revenue by geography:
North America	50	%	45	%	60	%	16	%	(11	)%
Europe	22	%	40	%	20	%	(43	)%	15	%
Japan	9	%	7	%	9	%	36	%	6	%
Rest of world	19	%	8	%	11	%	151	%	100	%
Revenue by end-customer segment:
Instrumentation and test	47	%	38	%	32	%	29	%	59	%
Military and aerospace systems	15	%	10	%	19	%	68	%	(16	)%
Datacom and telecom	14	%	37	%	26	%	(59	)%	(40	)%
Graphics and imaging	19	%	12	%	20	%	63	%	3	%
Computing	5	%	3	%	3	%	58	%	57	%

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(1)The Company changed the definition of its product families this quarter. New products include ArcticLink, PolarPro, Eclipse II and QuickPCI II products. Mature products include QuickRAM, pASIC 3, Eclipse, QuickDSP and QuickFC products, as well as royalty revenue, programming hardware and software. End-of-life products include pASIC 1, pASIC 2, V3, QuickPCI and QuickMIPS products.

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