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Ramtron International 8-K 2009 UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): October 20,
2009
 RAMTRON
INTERNATIONAL CORPORATION
____________________________________________________________________
(Exact
name of registrant as specified in its charter)
Registrant's
telephone number, including area code: (719) 481-7000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations 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 (17CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) 1
ITEM
2.02 RESULTS
OF OPERATIONS AND FINANCIAL CONDITION:
Ramtron
International Corporation (the "Company") reported today total revenue of $11.6
million for the third quarter of 2009, compared with $17.4 million reported for
the same quarter of 2008. Third-quarter product revenue was $11.3
million, compared with product revenue of $17.1 million reported for the same
quarter last year.
Third-quarter
net income was $131,000, or $0.01 per share, compared with net income of $1.4
million, or $0.05 per share, for the same quarter a year earlier. Third-quarter
2009 results include a $40,000 restructuring charge related to restructuring and
cost saving measures that were implemented in March of this year. The results
for the third quarter also include non-cash, stock-based compensation expense of
$376,000, and an income tax provision of $107,000.
The full
text of the press release is attached as Exhibit 99.1 to this Form 8-K Current
Report.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS: On
October 20, 2009, the Compensation Committee of the Board of Directors
determined that the minimum net income target established under the 2007
Challenge Grants Program were not achievable and, as a result, the restricted
stock awards, totaling 395,000 shares of common stock, granted to the Company's
named executive officers were cancelled and returned to the status of authorized
but unissued shares available for future issuance under the Company's 2005
Incentive Award Plan. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS: (a) Financial
Statements - Not Applicable
(b) Pro-Forma
Financial Information - Not Applicable
(c) Shell
Company Transactions - Not Applicable
(d) Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
RAMTRON
INTERNATIONAL CORPORATION
/s/ Eric A.
Balzer
Eric A.
Balzer
Chief
Financial Officer
(Principal
Accounting Officer and
Duly
Authorized Officer of the
Registrant)
Dated:
October 22, 2009
2
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