PEREGRINE SEMICONDUCTOR CORP - FORM 10-K/A

Attached files

file	filename
EX-31.2 - EXHIBIT 31.2 - PEREGRINE SEMICONDUCTOR CORP	december282013exhibit312a.htm
EX-31.1 - EXHIBIT 31.1 - PEREGRINE SEMICONDUCTOR CORP	december282013exhibit311a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 10-K/A

Amendment No. 1

(Mark One)



ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 28, 2013



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________to__________

Commission file number: 001-35623

_________________________________________

PEREGRINE SEMICONDUCTOR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

__________________________________________



Delaware	86-0652659
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

9380 Carroll Park Drive San Diego, California	92121
(Address of Principal Executive Offices)	(Zip Code)

(858) 731-9400

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None ____________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨		Accelerated filer	x
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No ý

As of June 28, 2013, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $290.7 million based on the closing price of the registrant’s common stock as reported on the Nasdaq Global Market of $10.91 per share on June 28, 2013. Shares of common stock held by each executive officer and director and each person who beneficially owns 5% or more of the outstanding common stock have been excluded from this calculation. This determination of affiliate status may not be conclusive for other purposes.

The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, as of February 12, 2014 was 33,055,714.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2014 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the registrant’s fiscal year ended December 28, 2013.

EXPLANATORY NOTE

Peregrine Semiconductor Corporation is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its annual report on Form 10-K for the fiscal year ended December 28, 2013, which was originally filed on February 19, 2014 (the “Original Filing”), to amend Part II, Item 9A of the Original Filing. This Amendment provides our management’s annual report on internal control over financial reporting required by Item 308 (a) of Regulation S-K. This Amendment also revises our conclusions regarding the effectiveness of our disclosure controls and procedures solely as a result of (i) our failure to file our management’s annual report on internal control over financial reporting in the Original Filing and (ii) our failure to include the language of paragraph 4(b) required by Item 601(b)(31) of Regulation S-K in the certifications filed with the Original Filing. As part of the 10-K/A, this Amendment amends Part IV, Item 15 for the sole purpose of amending and restating the Exhibit 31.1 and 31.2, Certifications of the Principal Executive Officer and Principal Financial Officer to add the language of paragraph 4(b) in accordance with Item 601(b)(31).

Except with respect to the above change, this Amendment does not modify or update any other disclosures set forth in the Original Filing.

PART II



Item 9A.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 28, 2013. The term “disclosure controls and procedures,” as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of December 28, 2013, our Chief Executive Officer and Chief Financial Officer concluded that as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level for the reasons specified in the Explanatory Note to this annual report on Form 10-K/A .

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended December 28, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

The Company acknowledges that it is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. The Company’s internal controls over financial reporting are designed to provide reasonable assurance with generally accepted accounting principles. The Company evaluated the effectiveness of its internal control over financial reporting as of December 28, 2013 using the criteria set forth in the 1992 version of the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on management’s evaluation, the Company has concluded that it maintained effective internal control over financial reporting as of December 28, 2013 based on the COSO criteria. This annual report does not include an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for emerging growth companies.

Limitations on the Effectiveness of Controls

Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected, and misstatements due to error or fraud may occur and not be detected.

PART IV



Item 15.	Exhibits, Financial Statement Schedules

(a) 1. Financial Statements.

The financial statements listed in the Index to Consolidated Financial Statements on page 51 of the Original Filing are filed as part of the Annual Report (refer to Item 8. Financial Statements and Supplementary Data on page 48 of the Original Filing) and are incorporated by reference herein.

2. Financial Statement Schedules.

The financial statement schedules have been omitted because they are not applicable or not required, or the information is included in the Consolidated Financial Statements or Notes thereto.

3. Exhibits.

The exhibits listed on the accompanying index to exhibits immediately following are filed as part of, or hereby incorporated by reference into, this item.

(b) Financial Statement Schedules

All schedules have been omitted because the information required to be presented in them is not applicable or is shown in the consolidated financial statements or related notes.

INDEX TO EXHIBITS



		Incorporated by Reference				Filed Herewith
Exhibit No.	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation.	8-K	001-35623	3.1	August 17, 2012
3.2	Amended and Restated Bylaws.	8-K	001-35623	3.2	August 17, 2012
4.1	Reference is made to Exhibits 3.1 and 3.2.
4.2	Seventh Amended and Restated Investor Rights Agreement, dated August 17, 2006, by and among the Registrant, certain stockholders, and the investors listed on the signature pages thereto.	S-1	333-170711	4.3	November 19, 2010
4.5	Warrant to Purchase Stock issued June 18, 2003 to Silicon Valley Bank.	S-1	333-170711	4.5	November 19, 2010
4.6	Amendment to Warrant Agreement, dated April 2008, between SVB Financial Group and the Registrant.	S-1	333-170711	4.6	November 19, 2010
10.1†	Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.	S-1	333-170711	10.1	February 16, 2011
10.2†	Peregrine Semiconductor Corporation 1996 Stock Plan.	S-1	333-170711	10.2	November 19, 2010
10.3†	Form of 1996 Stock Plan Stock Option Agreement.	S-1	333-170711	10.3	November 19, 2010
10.4†	Peregrine Semiconductor Corporation 2004 Stock Plan.	S-1	333-170711	10.4	February 16, 2011
10.5†	Form of 2004 Stock Plan Stock Option Agreement.	S-1	333-170711	10.5	November 19, 2010
10.6†	Peregrine Semiconductor Corporation 2012 Equity Incentive Plan and forms of agreements thereunder.	S-1	333-170711	10.6	April 27, 2012
10.7†	Peregrine Semiconductor Corporation 2012 Employee Stock Purchase Plan.	S-1	333-170711	10.7	April 27, 2012
10.8†	2012 Executive Incentive Bonus Plan.	S-1	333-170711	10.8	April 27, 2012
10.9	Industrial Lease, dated April 20, 2000, between The Irvine Company and Continuous Computing Corporation.	S-1	333-170711	10.9	February 16, 2011
10.10	Consent to Assignment and Amendment to Lease dated March 19, 2007.	S-1	333-170711	10.10	February 16, 2011
10.11	First Amendment to Lease, dated August 23, 2005, between The Irvine Company and Continuous Computing Corporation.	S-1	333-170711	10.11	February 16, 2011
10.12	Second Amendment to Lease dated June 27, 2007.	S-1	333-170711	10.12	February 16, 2011
10.13	Mutual Assignment of Lease Agreement, dated March 1, 2007, between Continuous Computing Corporation and the Registrant.	S-1	333-170711	10.13	February 16, 2011
10.14	Third Amendment to Lease, dated August 6, 2010, between The Irvine Company and the Registrant.	S-1	333-170711	10.14	February 16, 2011
10.15	Distributor Agreement, dated December 23, 2010, between Richardson Electronics, Ltd. and the Registrant.	S-1	333-170711	10.15	February 16, 2011
10.16	Distribution Agreement, dated June 30, 2008, between Clavis (a division of Macnica, Inc.) and the Registrant.	S-1	333-170711	10.16	February 16, 2011

Incorporated by Reference

Filed

Herewith

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

10.17

Addendum I to Distribution Agreement, dated June 30, 2010, between Clavis (a division of Macnica, Inc.) and the Registrant.

S-1

333-170711

10.17

February 16, 2011

10.18

Second Amended and Restated Loan and Security Agreement, dated June 23, 2010, between Silicon Valley Bank and the Registrant.

S-1

333-170711

10.18

November 19, 2010

10.19†

Letter Agreement, dated April 26, 2010, between David R. Shepard and the Registrant.

S-1

333-170711

10.23

February 16, 2011

10.20†

Letter Agreement, dated April 26, 2012, between James S. Cable, Ph.D. and the Registrant.

S-1

333-170711

10.24

April 27, 2012

10.21†

Letter Agreement, dated April 26, 2012, between Jay C. Biskupski and the Registrant.

S-1

333-170711

10.25

April 27, 2012

10.22

First Amendment to Second Amended and Restated Loan and Security Agreement, dated April 22, 2011, between Silicon Valley Bank and the Registrant.

S-1

333-170711

10.26

April 2, 2012

10.23

Second Amendment to Second Amended and Restated Loan and Security Agreement, dated December 30, 2011, between Silicon Valley Bank and the Registrant.

S-1

333-170711

10.27

April 2, 2012

10.24#

Supply and Prepayment Agreement, dated March 23, 2012, between the Registrant and Murata Manufacturing Company, Ltd.

S-1

333-170711

10.28

April 12, 2012

10.25

Third Amendment to Second Amended and Restated Loan and Security Agreement, dated February 14, 2013, by and

between Silicon Valley Bank and Peregrine Semiconductor Corporation

10-Q

333-170711

10.25

May 6, 2013

10.26

Fourth Amendment to Second Amended and Restated Loan and Security Agreement, dated May 3, 2013, by and

between Silicon Valley Bank and Peregrine Semiconductor Corporation

10-Q

333-170711

10.26

May 6, 2013

10.27##

License Agreement between Peregrine Semiconductor Corporation and Murata Manufacturing Company, Ltd. dated May 28, 2013

10-Q

333-170711

10.27

August 5, 2013

10.28

Employment agreement between Carl Burrow and Peregrine Semiconductor Corporation

21.1

List of subsidiaries.

S-1

333-170711

21.1

November 19, 2010

23.1

Consent of Independent Registered Public Accounting Firm.

24.1

Power of Attorney (contained in the signature page to this report).

31.1

Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended

31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Filed
Herewith

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document



†	Indicates a management contract or compensatory plan.
#	Registrant has omitted portions of the referenced exhibit pursuant to an order granting confidential treatment under the Securities Act, issued August 7, 2012.
##	Registrant has omitted portions of the referenced exhibit pursuant to a request for confidential treatment.
*	In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.
**	Previously filed as like-numbered exhibit to Original Filing and incorporated by reference herein

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



	PEREGRINE SEMICONDUCTOR CORPORATION

Date: September 9, 2014	By:	/s/ Jay Biskupski
		Jay Biskupski
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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