Notification of Late Filing

(Check one):

    x  Form 10-K

    ¨  Form 20-F

    ¨  Form 11-K

    ¨  Form 10-Q

    ¨  Form 10-D

    ¨  Form N-SAR

    ¨  Form N-CSR




Washington, D.C. 20549


FORM 12b-25











  For Period Ended: June 24, 2006
  ¨  Transition Report on Form 10-K
  ¨  Transition Report on Form 20-F
  ¨  Transition Report on Form 11-K
  ¨  Transition Report on Form 10-Q
  ¨  Transition Report on Form N-SAR
  For the Transition Period Ended:                                                              


Read Instructions (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:             



Maxim Integrated Products, Inc.

Full Name of Registrant



Former Name if Applicable

120 San Gabriel Drive

Address of Principal Executive Office (Street and Number)

Sunnyvale, CA 94086

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)  x


(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.


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.

Maxim Integrated Products, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended June 24, 2006 (“Form 10-K”) by the prescribed due date of September 7, 2006. As previously announced, on June 14, 2006 the Company’s Board of Directors authorized a review of certain of the Company’s past stock option grants and practices, which is being conducted by a Special Committee of the Board with the assistance of outside independent legal counsel. At this time, the Special Committee has not completed its review. Until this review is completed, the Company will not be able to file its Form 10-K. The Company intends to file the Form 10-K as soon as possible following the completion of the Special Committee’s review.

This Form 12b-25 contains forward-looking statements concerning the Company’s review of certain past stock option grants and practices. There can be no assurance concerning the outcome of the Special Committee’s review. Important factors that could cause actual results to differ materially include the final determinations of the Special Committee concerning matters relating to the Company’s stock option grants, the timing of such determinations and other actions that may be taken or required as a result of the Special Committee’s review. Forward-looking statements are made as of the date of this filing, and, except as required by law, the Company does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.




(1) Name and telephone number of person to contact in regard to this notification


Carl W. Jasper




(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).    x  Yes    ¨  No




(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    x  No

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.



Maxim Integrated Products, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date September 7, 2006   By  

/s/ Carl W. Jasper

    Carl W. Jasper

Vice President, Chief Financial Officer and Principal

Accounting Officer