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SEC Comment Letter for QUICKLOGIC Corp (QUIK) (CIK 0000882508) (QUIK) — Mar 13, 2007

QUICKLOGIC Corp (QUIK) (CIK 0000882508)
Date: March 13, 2007 · CIK: 0000882508 · Accession: 0000000000-07-012961

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
March 13, 2007
Author
Kevin L. Vaughn
Form
UPLOAD
Company
QUICKLOGIC Corp (QUIK) (CIK 0000882508)

Letter

March 13, 2007 Via Facsimile and U.S. Mail E. Thomas Hart Chief Executive Officer QuickLogic Corporation 1277 Orleans Drive Sunnyvale, CA 94089

Re: QuickLogic Corporation Form 10-K for the Fiscal Year Ended January 1, 2006 Form 8-K filed January 31, 2007 File No. 0-22671

Dear Mr. Hart:

We have reviewed your letter dated on February 14, 2007 and have the following comments. Where indicated, we think you should revise your future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspects of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

E. Thomas Hart QuickLogic Corporation March 13, 2007 Page 2 Form 8-K filed January 31, 2007

1. We note that you present a non-GAAP statement of operations. This presentation may be confusing to investors as it also reflects several non-GAAP measures, including but not limited to non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP operating expenses, non-GAAP inco me (loss) from operations and non-GAAP income (loss) before income taxes, which have not been adequately described to investors. In fact, it appears that management does not use these non-GAAP measures but they are shown here as a result of the presentation format. Please note that Instruction 2 to Item 2.02 of Form 8-K requires that when furnishing information under this item you must provide all the disclosures required by paragraph (e)(1)(i) of Item 10 of Regulation S-K, including a reconciliation to the directly comparable GAAP measure for each non-GAAP measure presented and explain why you believe the measures provide useful information to investors.

• To eliminate investor confusion, please remove the non-GAAP statements of operations from all future filings and instead disclose only those non-GAAP measures used by management that you wish to highlight for investors, with the appropriate reconciliations.

• Please note that in the event that your Form 8-K is incorporated by reference into a 33 Act registration statement, we may have additional questions relating to the appropriateness of this information being included in a document filed with, and not just furnished to, the Commission. At that time, we may request an amendment to the Form 8-K.

As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

You may contact Eric Atallah, Staff Acc ountant, at (202) 551-3663 or me at (202) 551-3643 if you have questions regarding these co mments. In this regard, do not hesitate to contact Martin James, the Senior A ssistant Chief Accountant, at (202) 551-3671.

S i n c e r e l y ,

Kevin L. Vaughn B r a n c h C h i e f

E. Thomas Hart QuickLogic Corporation March 13, 2007 Page 3

Show Raw Text
Mail Stop 6010

     March 13, 2007

Via Facsimile and U.S. Mail

E. Thomas Hart
Chief Executive Officer
QuickLogic Corporation
1277 Orleans Drive
Sunnyvale, CA  94089

 Re: QuickLogic Corporation
  Form 10-K for the Fiscal Year Ended January 1, 2006
   Form 8-K filed January 31, 2007
  File No. 0-22671

Dear Mr. Hart:

We have reviewed your letter dated on February 14, 2007 and have the following
comments.  Where indicated, we think you should revise your future filings in response
to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

E. Thomas Hart
QuickLogic Corporation
March 13, 2007 Page 2
Form 8-K filed January 31, 2007

1. We note that you present a non-GAAP statement of operations. This presentation may be confusing to investors as it also reflects several non-GAAP measures, including but not limited to non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP operating expenses, non-GAAP inco me (loss) from operations and
non-GAAP income (loss) before income taxes, which have not been adequately described to investors. In fact, it appears that management does not use these non-GAAP measures but they are shown here as a result of the presentation format.  Please note that Instruction 2 to Item 2.02 of Form 8-K requires that when furnishing information under this item you must provide all the disclosures required by paragraph (e)(1)(i) of Item 10 of Regulation S-K, including a reconciliation to the directly comparable GAAP measure for each non-GAAP measure presented and explain why you believe the measures provide useful information to investors.

• To eliminate investor confusion, please remove the non-GAAP statements of operations from all future filings and instead disclose only those non-GAAP measures used by management that you wish to highlight for investors, with the appropriate reconciliations.

• Please note that in the event that your Form 8-K is incorporated by reference into a 33 Act registration statement, we may have additional questions relating to the appropriateness of this information being included in a document filed with, and not just furnished to, the Commission.  At that time, we may request an amendment to the Form 8-K.

As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

You may contact Eric Atallah, Staff Acc ountant, at (202) 551-3663 or me at (202)
551-3643 if you have questions regarding these co mments.  In this regard, do not hesitate
to contact Martin James, the Senior A ssistant Chief Accountant, at (202) 551-3671.

        S i n c e r e l y ,

        Kevin L. Vaughn
        B r a n c h  C h i e f

E. Thomas Hart
QuickLogic Corporation
March 13, 2007 Page 3