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FORM 10-Q
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[x]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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QUICKLOGIC CORPORATION
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(Exact name of registrant as specified in its charter)
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DELAWARE
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77-0188504
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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[ ]
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Accelerated Filer
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[x]
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Non-accelerated filer
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[ ] (Do not check if a smaller reporting company)
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Smaller Reporting Company
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[ ]
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Emerging growth company
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[ ]
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Page
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April 2,
2017 |
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January 1,
2017 |
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ASSETS
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Current assets:
|
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Cash and cash equivalents
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$
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26,674
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$
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14,870
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Accounts receivable, net of allowances for doubtful accounts of $0 in both periods
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1,807
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839
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Inventories
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2,861
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2,017
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Other current assets
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977
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1,123
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Total current assets
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32,319
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18,849
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Property and equipment, net
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2,566
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2,765
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Other assets
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233
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230
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TOTAL ASSETS
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$
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35,118
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$
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21,844
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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Revolving line of credit
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$
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6,000
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$
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6,000
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Trade payables
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2,498
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2,018
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Accrued liabilities
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2,016
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1,580
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Deferred revenue
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317
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—
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Current portion of capital lease obligations
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171
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209
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Total current liabilities
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11,002
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9,807
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Long-term liabilities:
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Capital lease obligations, less current portion
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42
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—
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Other long-term liabilities
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45
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49
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Total liabilities
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11,089
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9,856
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Commitments and contingencies (see Note 12)
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Stockholders' equity:
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Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued and outstanding
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—
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—
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Common stock, $0.001 par value; 100,000 shares authorized; 79,561 and 68,134 shares issued and outstanding as of April 2, 2017 and January 1, 2017, respectively
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79
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68
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Additional paid-in capital
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267,419
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251,824
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Accumulated deficit
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(243,469
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)
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(239,904
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)
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Total stockholders' equity
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24,029
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11,988
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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35,118
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$
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21,844
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Three Months Ended
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April 2,
2017 |
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April 3,
2016 |
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Revenue
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$
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3,170
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$
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2,950
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Cost of revenue
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1,797
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1,794
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Gross profit
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1,373
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1,156
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Operating expenses:
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Research and development
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2,427
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3,447
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Selling, general and administrative
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2,414
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2,693
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Total operating expenses
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4,841
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6,140
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Loss from operations
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(3,468
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)
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(4,984
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)
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Interest expense
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(61
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)
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(38
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)
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Interest income and other (expense), net
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—
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(7
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)
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Loss before income taxes
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(3,529
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)
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(5,029
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)
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Provision for income taxes
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36
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64
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Net loss
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$
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(3,565
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)
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$
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(5,093
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)
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Net loss per share:
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Basic
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$
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(0.05
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)
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$
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(0.09
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)
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Diluted
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$
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(0.05
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)
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$
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(0.09
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)
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Weighted average shares:
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Basic
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68,794
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58,371
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Diluted
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68,794
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58,371
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Three Months Ended
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April 2,
2017 |
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April 3,
2016 |
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Cash flows from operating activities:
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Net loss
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$
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(3,565
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)
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$
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(5,093
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Depreciation and amortization
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355
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312
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Stock-based compensation
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318
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562
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Write-down of inventories
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104
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3
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Changes in operating assets and liabilities:
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Accounts receivable
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(968
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)
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46
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Inventories
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(948
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)
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(455
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)
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Other assets
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183
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240
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Trade payables
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267
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(414
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)
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Accrued liabilities
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75
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348
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Deferred revenue
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317
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—
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Other long-term liabilities
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(4
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)
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(6
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)
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Net cash used in operating activities
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(3,866
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)
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(4,457
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)
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Cash flows from investing activities:
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Capital expenditures for property and equipment
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(15
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)
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(1,051
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)
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Net cash used in investing activities
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(15
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)
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(1,051
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)
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Cash flows from financing activities:
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Payment of debt and capital lease obligations
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(122
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)
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(75
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)
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Proceeds from line of credit
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—
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1,000
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Proceeds from issuance of common stock
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17,069
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10,000
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Stock issuance costs
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(1,242
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)
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(1,200
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)
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Taxes for net issuance of stock awards
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(20
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)
|
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(51
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)
|
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Net cash provided by financing activities
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15,685
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9,674
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Net increase in cash and cash equivalents
|
11,804
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|
|
4,166
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Cash and cash equivalents at beginning of period
|
14,870
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|
19,136
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Cash and cash equivalents at end of period
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$
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26,674
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$
|
23,302
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Supplemental schedule of non-cash investing and financing activities :
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Capital lease obligation to finance capital expenditures
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$
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213
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$
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414
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Purchase of equipment included in accounts payable
|
$
|
15
|
|
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$
|
385
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As of
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||||||
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April 2,
2017 |
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January 1,
2017 |
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(in thousands)
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Inventories:
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|
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|
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Work-in-process
|
$
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2,239
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$
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1,538
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Finished goods
|
622
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|
479
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$
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2,861
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|
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$
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2,017
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Other current assets:
|
|
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|
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Prepaid expenses
|
$
|
836
|
|
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$
|
960
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Other
|
141
|
|
|
163
|
|
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|
$
|
977
|
|
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$
|
1,123
|
|
Property and equipment:
|
|
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|
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Equipment
|
$
|
11,552
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|
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$
|
11,524
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Software
|
2,749
|
|
|
2,624
|
|
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Furniture and fixtures
|
41
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|
|
41
|
|
||
Leasehold improvements
|
708
|
|
|
708
|
|
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|
15,050
|
|
|
14,897
|
|
||
Accumulated depreciation and amortization
|
(12,484
|
)
|
|
(12,132
|
)
|
||
|
$
|
2,566
|
|
|
$
|
2,765
|
|
|
|
|
|
||||
Accrued liabilities:
|
|
|
|
||||
Employee related accruals
|
$
|
1,632
|
|
|
$
|
1,222
|
|
Other
|
384
|
|
|
358
|
|
||
|
$
|
2,016
|
|
|
$
|
1,580
|
|
|
As of
|
||||||
|
April 2,
2017 |
|
January 1,
2017 |
||||
|
(in thousands)
|
||||||
Debt and capital lease obligations:
|
|
|
|
|
|
||
Revolving line of credit
|
$
|
6,000
|
|
|
$
|
6,000
|
|
Capital leases
|
213
|
|
|
209
|
|
||
|
6,213
|
|
|
6,209
|
|
||
Current portion of debt and capital lease obligations
|
(6,171
|
)
|
|
(6,209
|
)
|
||
Long term portion of debt and capital lease obligations
|
$
|
42
|
|
|
$
|
—
|
|
|
April 2, 2017
|
|
January 1, 2017
|
||||||||||||||||||||||||||||
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Total
|
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Level 1
|
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Level 2
|
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Level 3
|
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Total
|
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Level 1
|
|
Level 2
|
|
Level 3
|
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Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
(1)
|
$
|
26,152
|
|
|
$
|
16,285
|
|
|
$
|
9,867
|
|
|
$
|
—
|
|
|
$
|
14,692
|
|
|
$
|
1,338
|
|
|
$
|
13,354
|
|
|
$
|
—
|
|
Total assets
|
$
|
26,152
|
|
|
$
|
16,285
|
|
|
$
|
9,867
|
|
|
$
|
—
|
|
|
$
|
14,692
|
|
|
$
|
1,338
|
|
|
$
|
13,354
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
Cost of revenue
|
$
|
33
|
|
|
$
|
38
|
|
Research and development
|
139
|
|
|
291
|
|
||
Selling, general and administrative
|
146
|
|
|
233
|
|
||
Total costs and expenses
|
$
|
318
|
|
|
$
|
562
|
|
|
Shares
Available for Grant
|
|
|
(in thousands)
|
|
Balance at January 1, 2017
|
2,632
|
|
Options forfeited or expired
|
80
|
|
RSUs granted
|
(136
|
)
|
RSUs forfeited or expired
|
101
|
|
Balance at April 2, 2017
|
2,677
|
|
|
Number of Shares
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average
Remaining Term
|
|
Aggregate
Intrinsic Value
|
|||||
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Balance outstanding at January 1, 2017
|
4,979
|
|
|
$
|
2.35
|
|
|
|
|
|
||
Forfeited or expired
|
(80
|
)
|
|
$
|
3.01
|
|
|
|
|
|
||
Exercised
|
(53
|
)
|
|
1.31
|
|
|
|
|
|
|||
Balance outstanding at April 2, 2017
|
4,846
|
|
|
$
|
2.35
|
|
|
3.88
|
|
$
|
1,136
|
|
Exercisable at April 2, 2017
|
3,976
|
|
|
$
|
2.61
|
|
|
2.74
|
|
$
|
449
|
|
Vested and expected to vest at April 2, 2017
|
4,685
|
|
|
$
|
2.39
|
|
|
3.70
|
|
$
|
999
|
|
|
RSUs & PRSUs Outstanding
|
|||||
|
Number of Shares
|
|
Weighted Average
Grant Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Nonvested at January 1, 2017
|
1,370
|
|
|
$
|
1.68
|
|
Granted
|
136
|
|
|
1.70
|
|
|
Vested
|
(52
|
)
|
|
1.72
|
|
|
Forfeited
|
(101
|
)
|
|
—
|
|
|
Nonvested at April 2, 2017
|
1,353
|
|
|
$
|
1.68
|
|
|
Three Months Ended
|
||||
|
April 2,
2017 |
|
April 3,
2016 |
||
Expected term (months)
|
6.00
|
|
|
6.00
|
|
Risk-free interest rate
|
0.57
|
%
|
|
0.31
|
%
|
Volatility
|
48.69
|
%
|
|
57.16
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
Revenue by product line
(1)
:
|
|
|
|
|
|
||
New products
|
$
|
1,912
|
|
|
$
|
1,492
|
|
Mature products
|
1,258
|
|
|
1,458
|
|
||
Total revenue
|
$
|
3,170
|
|
|
$
|
2,950
|
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
Revenue by geography:
|
|
|
|
|
|
||
Asia Pacific
(1)
|
$
|
1,733
|
|
|
$
|
1,727
|
|
North America
(2)
|
1,133
|
|
|
819
|
|
||
Europe
|
304
|
|
|
404
|
|
||
Total revenue
|
$
|
3,170
|
|
|
$
|
2,950
|
|
|
Three Months Ended
|
||||
|
April 2,
2017 |
|
April 3,
2016 |
||
Distributor "A"
|
30
|
%
|
|
28
|
%
|
Distributor "E"
|
10
|
%
|
|
*
|
|
Customer "B"
|
*
|
|
|
18
|
%
|
Customer "G"
|
22
|
%
|
|
35
|
%
|
Customer "H"
|
13
|
%
|
|
*
|
|
|
April 2,
2017 |
|
January 1,
2017 |
||
Distributor "A"
|
35
|
%
|
|
32
|
%
|
Distributor "G"
|
*
|
|
|
11
|
%
|
Distributor "H"
|
*
|
|
|
13
|
%
|
Distributor "I"
|
*
|
|
|
15
|
%
|
Customer "G"
|
15
|
%
|
|
*
|
|
Customer "I"
|
*
|
|
|
12
|
%
|
Customer "K"
|
26
|
%
|
|
*
|
|
*
|
Represents less than 10% of accounts receivable as of the date presented.
|
|
Three Months Ended
|
|||
|
April 2,
2017 |
April 3,
2016 |
||
Revenue
|
100
|
%
|
100
|
%
|
Cost of revenue
|
57
|
%
|
61
|
%
|
Gross profit
|
43
|
%
|
39
|
%
|
Operating expenses:
|
|
|
||
Research and development
|
77
|
%
|
117
|
%
|
Selling, general and administrative
|
76
|
%
|
91
|
%
|
Loss from operations
|
(110
|
)%
|
(169
|
)%
|
|
|
|
||
Interest expense
|
(2
|
)%
|
(1
|
)%
|
Interest income and other (expense), net
|
—
|
%
|
—
|
%
|
Loss before income taxes
|
(112
|
)%
|
(170
|
)%
|
Provision for income taxes
|
1
|
%
|
2
|
%
|
Net loss
|
(113
|
)%
|
(172
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
April 2, 2017
|
|
April 3, 2016
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue by product line
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New products
|
$
|
1,912
|
|
|
60
|
%
|
|
$
|
1,492
|
|
|
51
|
%
|
|
$
|
420
|
|
|
28
|
%
|
Mature products
|
1,258
|
|
|
40
|
%
|
|
1,458
|
|
|
49
|
%
|
|
(200
|
)
|
|
(14
|
)%
|
|||
Total revenue
|
$
|
3,170
|
|
|
100
|
%
|
|
$
|
2,950
|
|
|
100
|
%
|
|
$
|
220
|
|
|
7
|
%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
April 2, 2017
|
|
April 3, 2016
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
Revenue
|
$
|
3,170
|
|
|
100
|
%
|
|
$
|
2,950
|
|
|
100
|
%
|
|
$
|
220
|
|
|
7
|
%
|
Cost of revenue
|
1,797
|
|
|
57
|
%
|
|
1,794
|
|
|
61
|
%
|
|
3
|
|
|
—
|
%
|
|||
Gross Profit
|
$
|
1,373
|
|
|
43
|
%
|
|
$
|
1,156
|
|
|
39
|
%
|
|
$
|
217
|
|
|
19
|
%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
April 2, 2017
|
|
April 3, 2016
|
|
Change
|
|||||||||||||||
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
% of Total
Revenues
|
|
Amount
|
|
Percentage
|
|||||||||
R&D expense
|
$
|
2,427
|
|
|
77
|
%
|
|
$
|
3,447
|
|
|
117
|
%
|
|
$
|
(1,020
|
)
|
|
(30
|
)%
|
SG&A expense
|
2,414
|
|
|
76
|
%
|
|
2,693
|
|
|
91
|
%
|
|
(279
|
)
|
|
(10
|
)%
|
|||
Total operating expenses
|
$
|
4,841
|
|
|
153
|
%
|
|
$
|
6,140
|
|
|
208
|
%
|
|
$
|
(1,299
|
)
|
|
(21
|
)%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
April 2,
2017 |
|
April 3,
2016 |
|
Amount
|
|
Percentage
|
|||||||
Interest expense
|
$
|
(61
|
)
|
|
$
|
(38
|
)
|
|
$
|
23
|
|
|
(61
|
)%
|
Interest income and other (expense), net
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|
100
|
%
|
|||
|
$
|
(61
|
)
|
|
$
|
(45
|
)
|
|
$
|
16
|
|
|
(36
|
)%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
April 2,
2017 |
|
April 3,
2016 |
|
Amount
|
|
Percentage
|
|||||||
Provision for income taxes
|
$
|
36
|
|
|
$
|
64
|
|
|
$
|
(28
|
)
|
|
(44
|
)%
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
Net cash used in operating activities
|
$
|
(3,866
|
)
|
|
$
|
(4,457
|
)
|
Net cash used in investing activities
|
(15
|
)
|
|
(1,051
|
)
|
||
Net cash provided by financing activities
|
15,685
|
|
|
9,674
|
|
|
Payments Due by Period
|
||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
More than
3 Years
|
||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating leases
|
$
|
1,873
|
|
|
$
|
847
|
|
|
$
|
812
|
|
|
$
|
214
|
|
Wafer purchases
(1)
|
1,472
|
|
|
1,472
|
|
|
—
|
|
|
—
|
|
||||
Other purchase commitments
|
882
|
|
|
880
|
|
|
2
|
|
|
—
|
|
||||
Total contractual cash obligations
|
4,227
|
|
|
3,199
|
|
|
814
|
|
|
214
|
|
||||
Other commercial commitments
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving line of credit
|
6,000
|
|
|
6,000
|
|
|
—
|
|
|
—
|
|
||||
Capital lease obligations
(3)
|
213
|
|
|
171
|
|
|
42
|
|
|
—
|
|
||||
Total commercial commitments
|
6,213
|
|
|
6,171
|
|
|
42
|
|
|
—
|
|
||||
Total contractual obligations and commercial commitments
|
$
|
10,440
|
|
|
$
|
9,370
|
|
|
$
|
856
|
|
|
$
|
214
|
|
(1)
|
Certain of our wafer manufacturers require us to forecast wafer starts several months in advance. We are committed to accept the delivery of and pay for a portion of forecasted wafer volume. Wafer and finished goods purchase commitments of
$1.5 million
include firm purchase commitments as of
April 2, 2017
.
|
(2)
|
Other commercial commitments are included as liabilities on our balance sheet as of
April 2, 2017
.
|
(3)
|
For a detailed explanation, see Note 5 to the Condensed Unaudited Consolidated Financial Statements.
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Amended and Restated Certificate of Incorporation of QuickLogic Corporation filed with the Secretary of State of Delaware as of April 27, 2017.
|
10.1
|
|
2009 Stock Plan, as amended
|
10.2
|
|
2009 Employee Stock Purchase Plan, as amended.
|
31.1
|
|
Certification of Brian C. Faith, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Suping (Sue) Cheung, Chief Financial Officer , pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of Brian C. Faith, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification of Suping (Sue) Cheung, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted 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
|
|
|
QUICKLOGIC CORPORATION
|
|
|
|
|
|
/s/ Suping (Sue) Cheung
|
Date:
|
May 11, 2017
|
Suping (Sue) Cheung
|
|
|
Chief Financial Officer
(as Principal Accounting and Financial Officer and on behalf of the
Registrant)
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Amended and Restated Certificate of Incorporation of QuickLogic Corporation filed with the Secretary of State of Delaware as of April 27, 2017.
|
10.1
|
|
2009 Stock Plan, as amended
|
10.2
|
|
2009 Employee Stock Purchase Plan, as amended.
|
31.1
|
|
Certification of Brian C. Faith, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Suping (Sue) Cheung, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of Brian C. Faith, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification of Suping (Sue) Cheung, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted 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
|
FIRST:
|
The name of this corporation is QuickLogic Corporation (the "Corporation").
|
SECOND:
|
The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
|
THIRD:
|
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
|
FOURTH:
|
The Corporation is authorized to issue two classes of stock to be designated respectively Common Stock and Preferred Stock. The total number of shares of all classes of stock which the Corporation has authority to issue is two hundred ten million (210,000,000), consisting of two hundred million (200,000,000) shares of Common Stock, $0.001 par value (the "Common Stock"), and ten million (10,000,000) shares of Preferred Stock, $0.001 par value (the "Preferred Stock").
The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of each such series of Preferred Stock, including without limitation authority to fix by resolution or resolutions, the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issue of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions
thereof stated in the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
|
FIFTH:
|
The Corporation is to have perpetual existence.
|
SIXTH:
|
The election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
|
SEVENTH:
|
The number of directors which constitute the whole Board of Directors of the Corporation shall be designated in the Bylaws of the Corporation.
|
EIGHTH:
|
In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation.
|
NINTH:
|
To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Corporation may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation.
Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
|
TENTH:
|
At the election of directors of the Corporation, each holder of stock of any class or series shall be entitled to one vote for each share held. No stockholder will be permitted to cumulate votes at any election of directors.
The number of directors which constitute the whole Board of Directors of the Corporation shall be fixed exclusively by one or more resolution adopted from time to time by the Board of Directors. The Board of Directors shall be divided into three classes
designated as Class I, Class II, and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the date hereof, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the date hereof, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the date hereof, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.
Vacancies created by newly created directorships, created in accordance with the Bylaws of this Corporation, may be filled by the vote of a majority, although less than a quorum, of the directors then in office, or by a sole remaining director.
|
ELEVENTH:
|
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the laws of the State of Delaware) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
The stockholders of the Corporation may not take any action by written consent in lieu of a meeting, and must take any actions at a duly called annual or special meeting of stockholders and the power of stockholders to consent in writing without a meeting
is specifically denied.
|
TWELFTH:
|
Advance notice of new business and stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the Corporation.
|
THIRTEENTH:
|
Notwithstanding any other provisions of this Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of the capital stock required by law or this Restated Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds (2/3) of the combined voting power of all of the then-outstanding shares of the Corporation
entitled to vote shall be required to alter, amend or repeal Articles NINTH, TENTH, ELEVENTH or TWELFTH hereof, or this Article THIRTEENTH, or any provision thereof or hereof, unless such amendment shall be approved by a majority of the directors of the Corporation.
|
FOURTEENTH:
|
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred
herein are granted subject to this reservation.
|
•
|
to attract and retain the best available personnel for positions of substantial responsibility;
|
•
|
to provide additional incentive to Employees, Directors and Consultants; and
|
•
|
to promote the success of the Company’s business.
|
1.
|
PURPOSE
.
|
21.
|
NOTICES
.
|
23.
|
TERM OF PLAN
.
|
1.
|
hereby elects to participate in the QuickLogic Corporation 2009 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.
|
1.
|
I hereby authorize payroll deductions from each paycheck in the amount of
________
% of my Compensation on each payday (from 0 to 20%) during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted and only one reduction is allowed during each 6-month period according to our plan document.)
|
2.
|
I understand that said payroll deductions will be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option and purchase Common Stock under the Employee Stock Purchase Plan.
|
3.
|
I have received a copy of the complete Employee Stock Purchase Plan and its accompanying prospectus. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan.
|
4.
|
Shares of Common Stock purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of
(Eligible Employee or Eligible Employee and Spouse only).
|
5.
|
I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares) or 1 year after the Exercise Date, whichever is later, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares.
I hereby agree to notify the Company in writing within 30 days after the date of any disposition of my shares and I will make adequate provisions for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock.
The Company may, but will not be obligated to, withhold from my compensation the minimum statutory amounts of applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year and 1-year holding periods, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (a) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (b) 15% of the fair
|
6.
|
I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock Purchase Plan.
|
7.
|
In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of QuickLogic Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 11, 2017
|
|
|
|
|
|
|
/s/ Brian C. Faith
|
|
|
Brain C. Faith
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of QuickLogic Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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May 11, 2017
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/s/ Suping (Sue) Cheung
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Suping (Sue) Cheung
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Chief Financial Officer
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•
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the Quarterly Report on Form 10-Q of the Company for the quarter ended
April 2, 2017
(the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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•
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
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Date:
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May 11, 2017
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By:
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/s/ Brian C. Faith
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Name:
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Brian C. Faith
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Title:
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President and Chief Executive Officer
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•
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the Quarterly Report on Form 10-Q of the Company for the quarter ended
April 2, 2017
(the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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•
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
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Date:
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May 11, 2017
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By:
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/s/ Suping (Sue) Cheung
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Name:
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Suping (Sue) Cheung
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Title:
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Chief Financial Officer
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