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:
July 3, 2007
Maxim Integrated Products, Inc.
120 San Gabriel Drive
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Sunnyvale, California 94086
(Address of principal executive offices including zip code)
(408) 737-7600
(Registrant's telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
(a). On July 3, 2007, Maxim Integrated Products, Inc. ("Maxim") received a Nasdaq Staff Determination Letter stating that
Maxim failed to comply with Nasdaq requirements to hold an annual meeting of shareholders within one-year from the end of
its fiscal year 2006 which ended June 24, 2006, to solicit proxies and to provide proxy statements to Nasdaq during this period.
These requirements are set forth in Nasdaq Marketplace Rules 4350(e) and 4350(g) and serve as an additional basis to delist
Maxim's common stock from the Nasdaq Stock Market. Maxim has been unable to engage in proxy solicitation activity and to
hold an annual meeting of stockholders at which directors are to be elected due to its inability to provide an annual report to
shareholders that must contain audited financial statements. The required audited financial statements are currently unavailable
due to the pending restatement of certain of Maxim's historical financial statements as a result of its stock option inquiry.
Maxim has submitted a request to Nasdaq's Listing and Hearing Review Council seeking its approval to waive Maxim's
compliance with Marketplace Rules 4350(e) and (4350(g) relating to its failure to hold an annual meeting within one-year from
the end of its fiscal year 2006 provided it holds an annual meeting of shareholders following the completion of its restatement
and the filing of past due periodic reports with the Securities and Exchange Commission.
Maxim also announced that it submitted a request to the Board of Directors of Nasdaq requesting that it exercise its discretion
under Nasdaq Marketplace Rule 4809 to stay any future action to suspend trading of Maxim's common stock on Nasdaq. Specifically,
Maxim requested the Board of Directors of Nasdaq for additional time within which to complete and file its past due periodic reports with
the SEC and to allow continued listing of its common stock on Nasdaq during this period. Maxim issued a press release on July 9, 2007 disclosing its receipt of this additional Nasdaq Staff Determination notice, as well as
its request to the Board of Directors of Nasdaq to exercise its discretion under Nasdaq Marketplace Rule 4809 as discussed above. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Text of press release issued by Maxim Integrated Products, Inc. dated July 9, 2007
SIGNATURES
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.
The following exhibit is filed herewith:
Maxim Integrated Products, Inc.
By: /s/ Alan Hale
Alan Hale
Vice President and Chief Financial Officer
Date: July 9, 2007
EXHIBIT INDEX
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Description |
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Text of press release issued by Maxim Integrated Products, Inc. dated July 9, 2007. PDF provided as a courtesy |