SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 26, 2007
CIRRUS LOGIC, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-17795 77-0024818
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
2901 Via Fortuna, Austin, TX 78746
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (512) 851-4000
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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
As previously announced, a special committee of the Board of Directors (the
"Special Committee") of Cirrus Logic Inc. (the "Company") has been conducting an
independent review of the Company's historical stock option granting practices
and related accounting. The Special Committee has been assisted by independent
legal counsel and independent forensic accounting consultants. On February 26,
2007, the Special Committee reported its principal findings to the Company's
Board of Directors.
Based on the report of the Special Committee and management's preliminary
conclusions and recommendations with respect to accounting measurement dates for
certain stock options granted between 1997 and 2006, the Company's Board of
Directors has concluded that the accounting measurement dates for certain stock
options granted between January 1, 1997, and December 31, 2005 differ from the
recorded measurement dates previously used for such awards. The Company
therefore expects to record non-cash charges for stock-based compensation
expenses in certain reporting periods. The Company believes that these charges
are material and expects to restate its financial statements for fiscal years
2001 through 2006 and for the first quarter of fiscal year 2007. The Company
currently estimates that the cumulative additional non-cash stock-based
compensation expense to be recorded is likely to be in the range of $22 to $24
million. Accordingly, based on the findings of the Special Committee, and the
recommendations of management and the Audit Committee, the Company's Board of
Directors has concluded that the financial statements, related notes and
selected financial data and all financial press releases and similar
communications issued by the Company and the related reports of the Company's
independent registered public accounting firm relating to fiscal periods 2001
through 2006, and the first fiscal quarter of 2007, should no longer be relied
upon.
Management of the Company and the Board of Directors are continuing to review
the Special Committee's findings and the circumstances that gave rise to the
differences in option measurement dates and are considering potential remedial
actions. Because the Company's stock option review and the audit or review of
the results thereof by Ernst & Young LLP, the Company's independent registered
public accounting firm, have not been completed, it is possible that additional
issues concerning stock option award accounting measurement dates, or the time
periods affected, could be identified.
The Company is making every effort to complete its review as quickly as possible
and currently expects to be able to file any delinquent periodic reports and all
required restatements by April 18, 2007, within the extension period that the
Nasdaq Listing Qualifications Panel has granted for the Company to continue to
be listed on the Nasdaq Global Select Market.
The Company's management and the audit committee of the Board of Directors have
discussed the matters disclosed under this Item 4.02(a) with Ernst & Young LLP,
the Company's independent registered public accounting firm.
The press release issued by the Company on March 2, 2007, announcing the
expected restatement is attached hereto as Exhibit 99.1 and is incorporated in
this Item 4.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Cirrus Logic, Inc. press release dated March 2, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CIRRUS LOGIC, INC.
Date: March 2, 2007 By: /s/ Thurman K. Case
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Name: Thurman K. Case
Title: Chief Financial Officer
Exhibit Index
Exhibit Number Description
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99.1 Cirrus Logic, Inc. press release dated March 2, 2007