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) August 14, 2007
SIPEX CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-33403
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04-6135748 |
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(Commission File Number)
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(IRS Employer |
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Identification Number) |
233 South Hillview Drive
Milpitas, California 95035
(Address of principal executive offices) (Zip Code)
(408) 934-7500
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
Item 8.01
Other Events.
On
August 14, 2007, Sipex Corporation, a Delaware corporation (the “Company”), reported its
financial results for its fiscal second quarter ended June 30, 2007. A copy of the press release
issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1.
The information contained herein and in the accompanying exhibit shall not be incorporated by
reference into any other filing of the Company, whether made before or after the date hereof,
regardless of any general incorporation language in such filing, unless expressly incorporated by
specific reference to such filing. In accordance with General Instruction B.2 of Form 8-K, the
information in this report is being “furnished” and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
The attached press release includes non-GAAP gross profit (loss), non-GAAP loss from
operations, non-GAAP net loss and non-GAAP net loss per share. The Company excludes the following
items for non-GAAP measures:
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Increased depreciation due to shorter economic life of Hillview facility — This
represents increased depreciation expense on the Milpitas facility in California after
determination that the facility had a shorter economic useful life to Sipex. The
Company excludes the depreciation impact of this infrequent event for comparability
with other periods. |
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Stock-based compensation — These expenses primarily consisted of expenses for
employee stock options under Statement of Financial Accounting Standards (“SFAS”) No.
123 (R). The Company excludes stock-based compensation expenses for its non-GAAP
measures primarily because they are non-cash expenses that Sipex does not believe are
reflective of ongoing operating results. Further, the Company believes that it is
useful to investors to understand the impact of the application of SFAS 123(R) to its
results of operations. |
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Restructuring and other — The charges primarily consisted of employee severance
costs for the Company’s reduction of workforce plan in the fiscal fourth quarter of
2006, employee severance and retention costs relating
to the closure of its wafer fabrication facility in Milpitas,
California, the design center in Belgium and lease
costs associated with the unused portion of its Hillview and Billerica facilities.
Sipex believes it is useful to exclude restructuring charges in measuring Sipex’s
results of operations because they are non-recurring costs. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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| Date: August 14, 2007 |
SIPEX CORPORATION
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By: |
/s/ Clyde R. Wallin
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Name: |
Clyde R. Wallin |
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Title: |
Chief Financial Officer and Senior Vice
President of Finance |
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