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 27, 2009

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 27, 2009, QuickLogic Corporation (“QuickLogic”) issued a press release regarding QuickLogic’s financial results for its fiscal third quarter ended September 27, 2009.  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:

99.1 Press release of QuickLogic Corporation announcing financial results for its fiscal third quarter ended September 27, 2009.

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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 27, 2009	QuickLogic Corporation
	/s/ Ralph S. Marimon
	Ralph S. Marimon
	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 its fiscal third quarter ended September 27, 2009.

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EX-99.1

Exhibit 99.1

Contacts: Ralph S. Marimon
Vice President of Finance
Chief Financial Officer
(408) 990-4000
rsmarimon@quicklogic.com Andrea VedanayagamDirector, Corporate
Communications(408) 990-4000andrea@quicklogic.com

QuickLogic Announces Fiscal 2009 Third Quarter Results

SUNNYVALE, Calif. — October 27, 2009 — QuickLogic Corporation (NASDAQ: QUIK), the lowest power programmable semiconductor solutions leader, today announced the financial results for its fiscal third quarter ended September 27, 2009.

Total revenue for the third quarter of 2009 was $3.3 million, up 14% from the second quarter of 2009 and down 47% from the third quarter of 2008. The sequential increase of revenue was primarily due to an increase in new product revenue and strong bookings towards the end of the second quarter. During the third quarter, new product revenue increased 67% to $1.4 million from $0.8 million in the second quarter of 2009.  This sequential increase in new product revenue was mainly due to our customer specific standard product (CSSP) customers going into production in the third quarter.

Under generally accepted accounting principles (GAAP), the net loss for the third quarter of 2009 was $3.0 million, or $0.10 per share, compared with a net loss of $3.2 million, or $0.11 per share, in the second quarter of 2009 and a net loss of $0.6 million, or $0.02 per share, in the third quarter of 2008.  Non-GAAP net loss for the third quarter of 2009 was $1.9 million, or $0.06 per share, compared with a non-GAAP net loss of $2.7 million, or $0.09 per share, in the second quarter of 2009 and a non-GAAP net loss of $0.2 million, or $0.01 per share, in the third quarter of 2008.

“We are pleased with the significant growth of new product shipments in the third quarter of this year,” said Tom Hart, QuickLogic’s Chairman of the Board and CEO.  “This increase is primarily associated with our strategic focus of driving CSSPs into high growth mobile, battery-powered handheld electronics segments, such as wireless, broadband data cards. The new product bookings were strong in the third quarter, which should lead to another increase in new product revenue in the fourth quarter.”

Conference Call

QuickLogic will hold a conference call at 2:30 p.m. Pacific Daylight Time today, October 27, 2009, 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. To participate, please call (888) 378-4361 by 2:20 p.m. Pacific Daylight 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 or (888) 203-1112 and reference the passcode: 9997974. The call recording will be archived until Friday, October 30, 2009 and the webcast will be available for 12 months.

About QuickLogic

QuickLogic Corporation (NASDAQ: QUIK) is the inventor and pioneer of innovative, customizable semiconductor solutions for mobile and portable electronics original equipment manufacturers (OEMs) and original design manufacturers (ODMs).  These silicon plus software solutions are called Customer Specific Standard Products (CSSPs).  CSSPs enable our customers to bring their products to market more quickly and remain in the market longer, with the low power, cost and size demanded by the mobile and portable electronics market.  For more information about QuickLogic and CSSPs, visit www.quicklogic.com. Code: QUIK-G

Non-GAAP Financial Measures

QuickLogic reports financial information in accordance with 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, restructuring, the write-down of the Company’s investment in Tower Semiconductor Ltd. 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. 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 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 a basis for the allocation of Company resources, management of operations and the measurement of profit-dependent cash and equity compensation paid to employees and executive officers.

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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 with 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 the revenue generating potential of new products, which is dependent on the market acceptance of our products and the level of customer orders. Actual results could differ materially from the results described in these 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.

ArcticLink, pASIC, PolarPro, QuickLogic, QuickPCI and QuickRAM are registered trademarks and Eclipse and the QuickLogic logo 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

QUICKLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended									Nine Months Ended
	September 27, 2009			September 28, 2008			June 28, 2009			September 27, 2009			September 28, 2008
Revenue	$	3,332		$	6,230		$	2,911		$	10,795		$	25,996
Cost of revenue, excluding inventory write-down and related charges and long-lived asset impairment	1,955			2,575			1,531			5,127			10,687
Inventory write-down and related charges	231			203			58			467			1,331
Long-lived asset impairment	150			—			—			150			1,545
Gross profit	996			3,452			1,322			5,051			12,433
Operating expenses:
Research and development	1,400			1,354			1,877			4,889			6,785
Selling, general and administrative	2,525			2,666			2,709			7,877			10,956
Long-lived asset impairment	—			—			—			—			468
Restructuring costs	—			—			—			—			452
Loss from operations	(2,929		)	(568		)	(3,264		)	(7,715		)	(6,228		)
Write-down of investment in Tower Semiconductor Ltd.				—									(417		)
Interest expense	(31		)	(59		)	(23		)	(78		)	(202		)
Interest income and other, net	(30		)	(46		)	45			(31		)	88
Loss before income taxes	(2,990		)	(673		)	(3,242		)	(7,824		)	(6,759		)
Provision for (Benefit from) income taxes	7			(58		)	(15		)	(4		)	(24		)
Net loss	$	(2,997	)	$	(615	)	$	(3,227	)	$	(7,820	)	$	(6,735	)
Net loss per share:
Basic	$	(0.10	)	$	(0.02	)	$	(0.11	)	$	(0.26	)	$	(0.23	)
Diluted	$	(0.10	)	$	(0.02	)	$	(0.11	)	$	(0.26	)	$	(0.23	)
Weighted average shares:
Basic	30,322			29,772			30,081			30,104			29,589
Diluted	30,322			29,772			30,081			30,104			29,589

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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 27, 2009			September 28, 2008			June 28, 2009			September 27, 2009			September 28, 2008
GAAP loss from operations	$	(2,929	)	$	(568	)	$	(3,264	)	$	(7,715	)	$	(6,228	)
Adjustment for stock-based compensation within:
Cost of revenue	110			49			71			232			220
Research and development	213			89			138			439			443
Selling, general and administrative	535			251			358			1,138			1,308
Adjustment for long-lived asset impairment within:
Cost of revenue	150			—			—			150			1,545
Operating expenses	—			—			—			—			468
Adjustment for the write-off of equipment within:
Cost of revenue	96			30			—			96			30
Selling, general and administrative	2			—			—			2			15
Adjustment for restructuring costs	—			—			—			—			452
Non-GAAP loss from operations	$	(1,823	)	$	(149	)	$	(2,697	)	$	(5,658	)	$	(1,747	)
GAAP net loss	$	(2,997	)	$	(615	)	$	(3,227	)	$	(7,820	)	$	(6,735	)
Adjustment for stock-based compensation within:
Cost of revenue	110			49			71			232			220
Research and development	213			89			138			439			443
Selling, general and administrative	535			251			358			1,138			1,308
Adjustment for long-lived asset impairment within:
Cost of revenue	150			—			—			150			1,545
Operating expenses	—			—			—			—			468
Adjustment for the write-off of equipment within:
Cost of revenue	96			30			—			96			30
Selling, general and administrative	2			—			—			2			15
Other expense	—			—			—			13			—
Adjustment for restructuring costs	—			—			—			—			452
Adjustment for write-down ofinvestment in Tower Semiconductor Ltd.	—			—			—			—			417
Non-GAAP net loss	$	(1,891	)	$	(196	)	$	(2,660	)	$	(5,750	)	$	(1,837	)
GAAP net loss per share	$	(0.10	)	$	(0.02	)	$	(0.11	)	$	(0.26	)	$	(0.23	)
Adjustment for stock-based compensation	0.03			0.01			0.02			0.06			0.07
Adjustment for long-lived asset impairment	0.01			—			—			0.01			0.07
Adjustment for write-off of equipment			*	—			—					*	—
Adjustment for restructuring costs	—			—			—			—			0.02
Adjustment for write-down ofinvestment in Tower Semiconductor Ltd.	—			—			—			—			0.01
Non-GAAP net loss per share	$	(0.06	)	$	(0.01	)	$	(0.09	)	$	(0.19	)	$	(0.06	)
GAAP gross margin percentage	29.9		%	55.4		%	45.4		%	46.8		%	47.8		%
Adjustment for stock-based compensation	3.3			0.8			2.5			2.1			0.8
Adjustment for write-off of long-lived asset	4.5			—			—			1.4			5.9
Adjustment for write-off of equipment	2.9			0.5			—			0.9			0.2
Non-GAAP gross margin percentage	40.6		%	56.7		%	47.9		%	51.2		%	54.7		%

* Figures were not considered in the reconciliation of Non-GAAP net loss per share due to the insignificant amount.

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QUICKLOGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	September 27, 2009			December 28, 2008 (1)
ASSETS
Current assets:
Cash and cash equivalents	$	13,886		$	19,376
Short-term investment in Tower Semiconductor Ltd.	823			116
Accounts receivable, net	1,981			1,746
Inventories	1,844			1,900
Other current assets	612			833
Total current assets	19,146			23,971
Property and equipment, net	3,008			3,493
Investment in Tower Semiconductor Ltd.	414			59
Other assets	461			903
TOTAL ASSETS	$	23,029		$	28,426
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Revolving line of credit	$	2,000		$	2,000
Trade payables	2,136			1,992
Accrued liabilities	1,114			1,537
Deferred income on shipments to distributors	7			282
Deferred royalty revenue	63			—
Current portion of debt and capital lease obligations	436			753
Total current liabilities	5,756			6,564
Long-term liabilities:
Debt and capital lease obligations, less current portion	264			—
Total liabilities	6,020			6,564
Stockholders’ equity:
Common stock, at par value	30			30
Additional paid-in capital	171,751			169,846
Accumulated other comprehensive income	1,062			—
Accumulated deficit	(155,834		)	(148,014		)
Total stockholders’ equity	17,009			21,862
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	23,029		$	28,426

(1)Derived from the December 28, 2008 audited balance sheet included in the 2008 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 2009		Q3 2008		Q2 2009		Q3 2008 to Q3 2009		Q2 2009 to Q3 2009
COMPOSITION OF REVENUE
Revenue by product (1):
New products	41	%	23	%	28	%	-4	%	67	%
Mature products	57	%	74	%	65	%	-59	%	2	%
End-of-life products	2	%	3	%	7	%	-68	%	-72	%
Revenue by geography:
North America	47	%	33	%	47	%	-23	%	17	%
Europe	20	%	14	%	19	%	-26	%	15	%
Rest of world	26	%	42	%	19	%	-66	%	63	%
Japan	7	%	11	%	15	%	-69	%	-51	%

(1)New products include ArcticLink, PolarPro II, 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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