Attached files

file filename
EX-99.1 - EX-99.1 - MONTAGE TECHNOLOGY GROUP LTDd733469dex991.htm

 

 

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

May 22, 2014 (May 20, 2014)

Date of Report (date of earliest event reported)

 

 

MONTAGE TECHNOLOGY GROUP LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Cayman   001-36064   Not applicable

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS. Employer

Identification No.)

Room A1601, Technology Building, 900 Yi Shan Road

Xuhui District, Shanghai, 200233

People’s Republic of China

(Address of registrant’s principal executive offices, including zip code)

Tel: (86 21) 6128-5678

(Registrant’s telephone number, including area code)

N/A

(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:

 

¨ 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 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 20, 2014, Montage Technology Group Limited (the “Company”) received a letter (the “Letter”) from the NASDAQ Stock Market LLC (“NASDAQ”) indicating that NASDAQ has determined that the Company’s failure to file its Form 10-Q for the period ended March 31, 2014 with the Securities and Exchange Commission serves as an additional basis to delist the ordinary shares of the Company pursuant to NASDAQ Listing Rule 5250(c)(1).

The Company disclosed in its Form 12b-25 Notification of Late Filing, filed on May 16, 2014, that its Form 10-Q for the period ended March 31, 2014 cannot be finalized until the completion of the audit committee’s review of allegations contained in reports issued by Gravity Research and the completion of the audit of the Company’s financial statements for the period ended March 31, 2014.

As previously disclosed, pursuant to NASDAQ Listing Rule 5101, NASDAQ has elected to exercise its discretionary authority to expedite the review process and has requested that the Company, if it chooses to do so, submit a plan to regain compliance with NASDAQ’s requirements for continued listing no later than June 2, 2014. If NASDAQ accepts the plan, the Company will be granted an exception of up to 180 calendar days from March 31, 2014, or September 29, 2014, to regain compliance. If the Company does not submit a plan of compliance, or if the plan is not accepted by NASDAQ, the Company may be subject to delisting procedures as set forth in the NASDAQ Listing Rules.

The Company plans to provide NASDAQ with a plan by June 2, 2014 to show that it will be able to return to compliance with the NASDAQ Listing Rules by filing its Forms 10-K and 10-Q.

This current report on Form 8-K contains “forward-looking” statements about the Company’s plans, expectations and beliefs, including regarding the timing and anticipated filing of the Company’s 10-Q, the timing and completion of and determinations with respect to the Company’s audit and the audit committee’s review and anticipated financial results. Forward-looking statements can be identified by terminology such as “will”, “should”, “expects”, “anticipates”, “future”, “intends”, “plans”, “projects”, “predicts”, “believes”, “estimates”, “forecasts”, “may” and similar statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may differ materially from actual results due to a variety of factors, including if the audit committee, its advisors, or the Company’s independent auditors require additional time or procedures prior to completion of the Annual Report, or if the Company determines it requires additional time to complete and review the Annual Report on Form 10-K in light of any determinations from the ongoing review or otherwise, if NASDAQ does not accept the plan, or other factors described under the caption “Risk Factors” in our most recent quarterly report on Form 10-Q and other filings with the U.S. Securities and Exchange Commission. We undertake no obligation to update these statements as a result of new information or future events, except as may be required by law.

Item 8.01 Other Events.

On May 22, 2014, the Company issued a press release announcing its receipt of the Letter. A copy of the press release is attached as Exhibit 99.1 and is furnished herewith.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

99.1    Press Release dated May 22, 2014


Signature

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: May 22, 2014

 

Montage Technology Group Limited

/s/ Mark Voll

Mark Voll
Chief Financial Officer


Exhibit Index

 

Exhibit

Number

  

Exhibit Title

99.1    Press Release dated May 22, 2014