U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[x] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR For the Transition Period Ended:
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Read Attached Instruction Sheet 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.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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Part I - Registrant Information
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Full Name of Registrant: Sierra Semiconductor Corporation
Former Name if Applicable:None
Address of Principal Executive Office (Street and Number)
2222 Qume Drive
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City, State and Zip Code
San Jose, CA 95131
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Part II - Rules 12b-25 (b) and (c)
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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;
[x] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20F, 11K or Form N-SAR, 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 portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25 (c) has been attached if applicable.
<PAGE>
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Part III - Narrative
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State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
The Company and the Commission have not resolved outstanding comments by
the Commission on the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, which the Company believes should be resolved before
the Company files its Annual Report for 1996. The Company responded to an
initial set of comments and the Commission requested additional information,
which the Company has provided. The Staff of the Commission has informed the
Company that the Staff has not yet had an opportunity to review this additional
information.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
Glenn C. Jones (408) 434-9300
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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 the answer is no,
identify report(s).
Yes X No
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(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?
Yes X No
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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.
The Company previously announced that its 1996 revenues and earnings
(loss) were $188,371,000 and $(48,150,000), respectively, compared to the 1995
revenues and earnings of $188,724,000 and $1,479,000, respectively. During the
third quarter of fiscal 1996 the Company announced its decision to exit from the
modem business and to restructure its non-networking product business, resulting
in charges of approximately $64,670,000 in that quarter.
<PAGE>
Sierra Semiconductor Corporation
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 1997 By /s/ Glenn C. Jones
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Glenn C. Jones, 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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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