Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or
Standard; Transfer of Listing.
On
October 26, 2006, Sigma Designs, Inc. (the “Company”) appeared in front of the
Nasdaq Listing Qualifications Panel (the “Nasdaq Panel”) to discuss the
potential delisting of the Company from The Nasdaq Stock Market for failing
to
timely file its Form 10-Q for the quarter ended July 29, 2006 and its Form
10-Q
for the quarter ended October 28, 2006, in violation of Nasdaq Marketplace
Rule
4310(c)(14). On January 3, 2007, the Nasdaq Panel notified the Company
that the
Nasdaq Panel has determined to continue the Company’s listing to allow it to
become current on its reporting obligations.
The
Company’s continued listing is subject to the filing on or before March 14, 2007
of any required restatements and the Company’s Form 10-Q’s for the quarters
ended July 29, 2006 and October 28, 2006, production of specified information
to
the Nasdaq Panel about the results of the review by the Audit Committee
of the
Company’s Board of Directors of the Company’s stock option grant practices and
compliance with all other requirements for continued listing on The Nasdaq
Stock
Market. There is no assurance that the Nasdaq Panel will deem the information
we
provide as being sufficient to satisfy the condition or that we will be
current
in our filings by the prescribed deadline.
Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Previous Independent Registered Public Accounting Firm.
Grant
Thornton LLP ("Grant Thornton") informed Sigma Designs, Inc. (the "Company")
that its client-auditor relationship has ceased effective January 3, 2007.
The
Company previously reported in its Form 8-K filed with the Securities and
Exchange Commission on September 21, 2006 that the Company’s financial
statements for the fiscal years ended January 31, 2004, January 29, 2005
and
January 28, 2006 should no longer be relied upon. As a result of the
September 21, 2006 Form 8-K filing, the report of Grant Thornton on the
financial statements of the Company for the fiscal year ended January 28,
2006
and management's report on the effectiveness of internal control over financial
reporting as of January 28, 2006 has been withdrawn and should no longer
be
relied upon. Grant Thornton did not serve as the Company’s
independent registered public accounting firm for the fiscal years ended
January
31, 2004 and January 29, 2005.
During
the fiscal year ended January 28, 2006 and through January 3, 2007, there
were
no disagreements with Grant Thornton of any matter of accounting principles
or
practices, financial statement disclosure or auditing scope or procedure,
which
disagreements, if not resolved to the satisfaction of Grant Thornton, would
have
caused Grant Thornton to make reference thereto in its reports and there
were no
reportable events (as outlined in Regulation S-K Item 304(a)(1)(v)),
except for the following:
In
Item 9A of its Annual Report on Form 10-K for the fiscal year ended
January 28, 2006, management of the Company reported that it had assessed
the effectiveness of the Company's internal control over financial reporting
as
of January 28, 2006 and had identified the following material weakness
in the
Company’s internal control over financial reporting: inadequate controls to
ensure that financial information is adequately analyzed to detect misstatements
including the lack of understanding of generally accepted accounting principles,
or GAAP, and Securities Exchange Commission, or SEC, reporting matters.
This
material weakness in the Company’s internal control over financial reporting
resulted in an adverse opinion from Grant Thornton on the effectiveness
of the
Company's internal control over financial reporting. For additional details
regarding this material weakness, please see the Company’s Annual Report on Form
10-K for the fiscal year ended January 28, 2006.
The
Company has provided a copy of this disclosure to Grant Thornton and requested
that Grant Thornton provide a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above statements.
A copy of
such letter dated January 8, 2007, is attached hereto as Exhibit 16.1 to
this Form 8-K.
Item
9.01 Financial
Statements and Exhibits.
|
|
16.1 |
Letter
from Grant Thornton LLP to the Securities and Exchange Commission
dated
January 8, 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 hereunto
duly authorized.
|
Dated:
January 9, 2007
|
|
SIGMA
DESIGNS, INC.
|
| |
|
|
| |
By:
|
/s/
KIT
TSUI
|
|
| |
|
Kit
Tsui
Chief
Financial Officer and Secretary
(Principal
Financial Officer and Accounting
Officer)
|
Exhibit
Index
|
Exhibit
Number
|
Description
|
|
16.1
|
Letter
from Grant Thornton LLP to the Securities and Exchange Commission
dated
January 8, 2007.
|