UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

 

SEC FILE NUMBER
000-22671

CUSIP NUMBER
74837P108

 

(Check one):

 

o Form 10-K

 

o Form 20-F

 

o Form 11-K

 

x Form 10-Q

 

o Form 10-D

 

 

o Form N-SAR

 

o Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

July 2, 2006

 

 

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 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:


 

PART I — REGISTRANT INFORMATION

 

QuickLogic Corporation

Full Name of Registrant

 

 

Former Name if Applicable

 

1277 Orleans Drive

Address of Principal Executive Office (Street and Number)

 

Sunnyvale, California 94089-1138

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 reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

o

(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

o

(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.

QuickLogic Corporation (the “Company”) plans to file its Quarterly Report on Form 10-Q for the quarter ended July 2, 2006 (“Form 10-Q”) as soon as practicable, but does not expect that it will be filed on or before the fifth calendar day following the required filing date as prescribed in Rule 12b-25.

As described in its current report on Form 8-K dated July 26, 2006, the Company is conducting an internal review of its historical stock option practices and related accounting treatment under the direction of the Audit Committee of its Board of Directors. In response to this Form 8-K, on August 1, 2006 and as described in its current report on Form 8-K dated August 7, 2006, the Company received an informal inquiry from the Securities and Exchange Commission (the “SEC”) requesting certain documents and information relating to the Company’s policies, practices, procedures and public disclosures regarding its stock option grants and related accounting. The Company intends to cooperate fully with the SEC. 

At this time, the Company has neither completed its internal review, nor reached any preliminary or final conclusions about its stock option practices and the related accounting treatment. Until the internal review is complete, the Company will be unable to prepare and file its Form 10-Q. The Company intends to file its Form 10-Q as soon as practicable.

 

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.

 




 

PART IV — OTHER INFORMATION

 

(1)

 

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

 

 

Carl M. Mills

 

408

 

990-4000

 

 

(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).

 

 

 

 

 

 

 

 

 

x Yes    o 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?

 

 

 

 

 

 

 

 

 

o Yes    o 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.

 

Due to the Company's internal review described in Part III above, the Company cannot provide a reasonable estimate and comparison of the results of its operations at this time.

 

 

QuickLogic 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

August 11, 2006

 

By

/s/ Carl M. Mills

 

 

 

 

Vice President, Finance and Chief Financial 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).