-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F8xXtp1VBMIS74GcV/CJ+3RCw4g93BetzdnWcgpZttx6vSdPmU+iX6/Yr7YIusiW gKJG5TlJuhoZQjOMtVEktQ== 0000891618-06-000053.txt : 20060203 0000891618-06-000053.hdr.sgml : 20060203 20060203173039 ACCESSION NUMBER: 0000891618-06-000053 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051224 FILED AS OF DATE: 20060203 DATE AS OF CHANGE: 20060203 EFFECTIVENESS DATE: 20060203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE SEMICONDUCTOR CORP /DE/ CENTRAL INDEX KEY: 0000913293 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057842 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22594 FILM NUMBER: 06579100 BUSINESS ADDRESS: STREET 1: 2575 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054-2914 BUSINESS PHONE: 4088554900 MAIL ADDRESS: STREET 1: 2575 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054-2914 NT 10-Q 1 f17014ntnt10vq.htm NOTIFICATION OF LATE FILING nt10vq
 

 
 
     
  OMB APPROVAL  
 
OMB Number: 3235-0058
  
 
Expires: March 31, 2006
  
 
Estimated average burden hours per response ... 2.50
  
 
     
  SEC FILE NUMBER  
 
 
  
     
  CUSIP NUMBER  
 
 
  
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
           
(Check one):   o  Form 10-K o  Form 20-F o  Form 11-K þ  Form 10-Q o  Form 10-D o  Form N-SAR o  Form N-CSR
 
          
 
  For Period Ended:   December 24, 2005
 
     
 
          
    o   Transition Report on Form 10-K  
 
          
    o   Transition Report on Form 20-F  
 
          
    o   Transition Report on Form 11-K  
 
          
    o   Transition Report on Form 10-Q  
 
          
    o   Transition Report on Form N-SAR  
 
          
 
  For the Transition Period Ended:    
 
       

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Alliance Semiconductor Corporation
 
Full Name of Registrant
N/A
 
Former Name if Applicable
2575 Augustine Drive
 
Address of Principal Executive Office (Street and Number)
Santa Clara, California 95054-2914
 
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
           
þ
    (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
       
    (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
       
      (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
 

 

 

PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Due in part to turnover and continued re-staffing in the accounting and finance department of Alliance Semiconductor Corporation (the “Company”) during the period, it has taken the Company an increased amount of time to develop the financial information necessary to prepare the information required to be included in its Quarterly Report on Form 10-Q for the period ended December 24, 2005 and to perform the necessary control procedures. As a result, the Company could not file the Form 10-Q within the prescribed time period without unreasonable effort or expense.
SEC 1344 (03-05)   Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
(1)   Name and telephone number of person to contact in regard to this notification
         
Melvin L. Keating    (408)   855-4900 
(Name)
   (Area Code)   (Telephone Number)
(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
    Yes o     No þ
 
   
The Company’s Quarterly Report on Form 10-Q for the period ended September 24, 2005 was filed with the Securities and Exchange Commission on November 23, 2005. 
(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
    Yes o     No þ
 
    If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
   
In keeping with the Company’s previously announced intentions, the Company liquidated its remaining holdings in United Microelectronics Corporation (UMC) common stock during the third quarter of fiscal year 2006, selling 10.4 shares during the period for proceeds of approximately $58.1  million and recorded a pre-tax, non-operating gain of approximately $10.5  million. These sales significantly impact the Company’s cash and short-term investment positions as of December 31, 2005 relative to its balances as of March 31, 2005. 
 
   
As announced in a Form 8-K filed on December 6, 2005, PricewaterhouseCoopers LLP resigned as the Company’s independent registered public accounting firm effective December 6, 2005. Since the Company has not yet engaged a new public accounting firm, the Company does not anticipate that the quarterly report to be filed on or before the fifth calendar day after the prescribed due date will have been subject to a SAS 100 review by an independent registered public accounting firm. The Company intends to file an amended quarterly report after an independent registered public accounting firm has been engaged and completed such a review.
 

 

 

Alliance Semiconductor Corporation 
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
             
Date:  
  February 3, 2006   By:     /s/ Melvin L. Keating
 
           
            Melvin L. Keating
Interim President and Chief Executive Officer
INSTRUCTION:  The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

-----END PRIVACY-ENHANCED MESSAGE-----