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): November 8, 2006
Sipex Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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000-27892
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04-6135748 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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233 South Hillview Drive, Milpitas,
California
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95035 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 408-934-7500
Not Applicable
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)
o 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.
On November 8, 2006, Sipex Corporation (“Sipex” or the “Company”) reported its financial
results for its third quarter ended September 30, 2006. 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, 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:
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.
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.
Restructuring – The charges primarily consisted of employee severance and retention costs
relating to the closure of the Company’s wafer fabrication facility in Milpitas, California and
lease costs associated with the unused portion of its Billerica facility. Sipex believes it is
useful to exclude restructuring charges in measuring Sipex’s results of operations because they are
non-recurring costs.
Impairment of fixed assets — In the second quarter of 2005, Sipex recognized an
impairment charge for its long-lived assets. Based on changes in the planned use for its wafer
fabrication assets, the Company performed an impairment evaluation in accordance with SFAS No. 144
and determined that the appropriate grouping for this impairment evaluation was the wafer
fabrication assets taken together and the associated cash flows for these assets. The Company
excludes the impairment charge as it believes that it is an infrequent event, which makes the
operating results less comparable between reporting periods.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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Description |
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99.1
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Press release dated November 8, 2006 announcing Sipex’s financial
results for its third quarter of 2006. |