|
|
OMB
APPROVAL
|
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
OMB
Number:
3235-0058
Expires:
April 30, 2009
Estimated
average burden
hours
per response . . . . . . . . . . . . . .
2.50
|
|
FORM
12b-25
|
SEC
FILE NUMBER
|
|
NOTIFICATION
OF LATE FILING
|
CUSIP
NUMBER
|
|
(Check
one):
|
o
Form 10-K
o
Form
20-F
o
Form
11-K
x
Form
10-Q
o
Form
10-D
o
Form
N-SAR
o
Form
N-CSR
|
For
Period
Ended: March 27, 2009
|
|
o
|
Transition
Report on Form 10-K
|
|
|
o
|
Transition
Report on Form 20-F
|
|
|
o
|
Transition
Report on Form 11-K
|
|
|
o
|
Transition
Report on Form 10-Q
|
|
|
o
|
Transition
Report on Form N-SAR
|
For the
Transition Period
Ended: ______________________________________________________________________________________
|
Read
Instruction (on back page) 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.
|
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Silicon Graphics,
Inc.
Full
Name of Registrant
N/A
Former
Name if Applicable
1140 East Arques
Avenue
Address
of Principal Executive Office (Street and Number)
Sunnyvale, California
94085-4602
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
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 reason described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense
(b) The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, 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 subject distribution report on Form 10-D, 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.
|
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach
extra Sheets if Needed)
On March 31, 2009, Registrant entered
into an Asset Purchase Agreement with Rackable Systems, Inc., under which
Rackable agreed to purchase substantially all the operating assets of the
Registrant. On April 1, 2009, Registrant and certain of its
subsidiaries filed voluntary Chapter 11 petitions in the United States
Bankruptcy Court
for the
Southern District of New York (the “Court”), Case Number 09-11701. On
April 30, 2009, the Court approved the Asset Purchase Agreement, as amended, and
the transaction closed on May 8, 2009. The net proceeds of this
transaction will be distributed for the benefit of the secured creditors of the
Registrant. As previously announced, Registrant’s stockholders will
not receive any proceeds in respect of this sale, nor are they expected to
receive proceeds from any other transactions completed in the course of
Registrant’s Chapter 11 proceedings.
On April 23, 2009, Registrant submitted
a no-action letter to the staff of the Commission requesting relief that would
permit it to terminate its registration and reporting requirements under the
Securities Exchange Act of 1934. The request was based on the limited
number of holders of its stock, the fact that Registrant had not issued any
stock during the year other than in connection with the vesting of restricted
stock units previously granted under employee equity incentive arrangements, the
financial burden Registrant would incur to continue to prepare such reports, and
the minimal benefit that ongoing reporting would provide to stockholders who
would not receive any proceeds in respect of the Rackable transaction or
otherwise. Registrant believed in good faith that its request for
relief would be granted. On May 6, 2009, the staff informed
Registrant that it would not grant the requested relief.
Registrant has not prepared financial
statements for the quarter ended March 27, 2009 or otherwise assembled the
information required to prepare its Quarterly Report on Form 10-Q for the
quarter ended March 27, 2009, which was due on May 11, 2009. As a
result of the closing of the Asset Purchase Agreement, the former management
team and virtually all of the finance organization of the Registrant are no
longer employed at the Registrant, and the Registrant’s overall staffing has
been reduced to a skeleton group that is headed by a new chief restructuring
officer tasked with overseeing the completion of the bankruptcy
proceeding. As a result, Registrant will not be able without
unreasonable effort and expense to file its Form 10-Q. Registrant
will continue to file on Form 8-K the monthly operating reports that are filed
with the Court.
PART
IV — OTHER INFORMATION
|
(1)
|
Name
and telephone number of person to contact in regard to this
notification.
|
|
|
|
|
|
|
|
(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 answer
is no, identify report(s).
|
|
(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?
|
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.
Reasonable
estimates of the results cannot be made for the reasons described
above.
Silicon Graphics,
Inc.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Date
|
May 12,
2009
|
|
By
|
/s/ Barry
Weinert
|
|
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.
|
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
|
GENERAL
INSTRUCTIONS
|
1.
|
This
form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of
1934.
|
|
2.
|
One
signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
|
|
3.
|
A
manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
|
|
4.
|
Amendments
to the notifications must also be filed on Form 12b-25 but need not
restate information that has been correctly furnished. The form shall be
clearly identified as an amended
notification.
|
|
5.
|
Electronic Filers:
This
form shall not be used by electronic filers unable to timely file a report
solely due to electronic difficulties. Filers unable to submit reports
within the time period prescribed due to difficulties in electronic filing
should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201
or §232.202 of this chapter) or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this
chapter).
|