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
Date
of
Report (Date of earliest event reported): December 28, 2007
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SILICON
STORAGE TECHNOLOGY, INC.
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(Exact
name of registrant as specified in its charter)
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California
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000-26944
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77-0225590
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1171
Sonora Court
Sunnyvale,
California
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94086
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (408)
735-9110
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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 (see General Instruction A.2. below):
[
]
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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 28, 2007, Silicon Storage Technology, Inc. paid a bonus of $80,940
to
Yaw Wen Hu, our Executive Vice President and Chief Operating Officer and a
bonus
of $22,942 to Chen Lung Tsai, our Senior Vice President, Worldwide Backend
Operations. The amount of the bonus was equal to the withholding tax
due on the gain between the exercise price and the market price of certain
non-qualified stock options exercised by Dr. Hu and Mr. Tsai that were due
to
expire during 2007. The stock options were originally incentive stock
options but have been reclassified to non-qualified status due to a change
in
their measurement date as a result of our review of our historical stock option
practices. The shares underlying such stock options were not sold during 2007
due to our inability to file our periodic reports with the Securities and
Exchange Commission during 2007. We are required to withhold and
remit these amounts pursuant to the Internal Revenue Code of 1986, as amended,
and the regulations thereunder.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
December 28, 2007, the Board of Directors amended Section 51 of our Amended
and
Restated Bylaws to provide that shares of our capital stock may be either
certificated or uncertificated. The amendment was required in order to comply
with the requirement that NASDAQ-listed securities be eligible for a Direct
Registration Program by January 1, 2008. A Direct Registration Program permits
an investor’s ownership to be recorded and maintained on the books of the issuer
or the transfer agent without the issuance of a physical stock certificate.
To
be eligible, an issuer is required to use a transfer agent that meets The
Depository Trust Company’s requirements for direct registered securities.
Further, the transfer agent must instruct The Depository Trust Company to
designate the issuer’s securities as “direct registered eligible
securities.”
Item 9.01
Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit Number
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Description
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3.2
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Amended
and Restated Bylaws of Silicon Storage
Technology, Inc.
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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, thereunto
duly authorized.
Dated January
7, 2008
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SILICON
STORAGE TECHNOLOGY, INC.
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By:
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/s/ Bing Yeh |
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Bing
Yeh
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit Number
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Description
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3.2
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Amended
and Restated Bylaws of Silicon Storage
Technology, Inc.
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