We have amended our 10Q for the period ended June 30, 2019 to correct the registrant's shell company designation to "No" on the cover page.true--12-31Q220190001288469falsefalsefalse 0001288469 2019-01-01 2019-06-30 0001288469 exch:XNYS 2019-01-01 2019-06-30 0001288469 2019-07-18 iso4217:USD xbrli:shares xbrli:shares


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2019
OR
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: 001-34666
MaxLinear Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
14-1896129
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
5966 La Place Court, Suite 100,
Carlsbad
California
 
92008
(Address of principal executive offices)
 
(Zip Code)
(760) 692-0711
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock
MXL
New York Stock Exchange
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     No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
 
Accelerated filer
 
 
Emerging growth company
 
Non-accelerated filer
 
 
Smaller reporting company
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No   
As of July 18, 2019, the registrant had 71,220,363 shares of common stock, par value $0.0001, outstanding.





EXPLANATORY NOTE
MaxLinear, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (the “Form 10-Q”), which was originally filed with the Securities and Exchange Commission on July 25, 2019. This Amendment is being filed solely to correct the shell company box on the cover of the Form 10-Q. The shell company box was incorrectly checked on the cover of the Form 10-Q indicating we were a shell company as filed on July 25, 2019. This was done in error. We are not a shell company. This Amendment is being filed to disclose that we are not a shell company.
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-Q or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-Q.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.


2



ITEM 6.
EXHIBITS
Exhibit Number
 
Exhibit Title
10.1^+(**)
 
31.1#
 
31.2#
 
32.1(*)
 
101.INS^
 
XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL 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.
#
Filed herewith
^
Previously filed with our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, as filed on July 25, 2019.
(*)
Previously furnished with our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, as filed on July 25, 2019.
(**)

Portions of this exhibit were omitted pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted portions of the exhibit upon request.




3



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 thereunto duly authorized.

 
 
 
 
 
MAXLINEAR, INC.
 
 
 
 
 
 
 
 
 
(Registrant)
 
 
 
 
 
Date:
October 23, 2019
 
 
 
By:
 
/s/ Steven G. Litchfield
 
 
 
 
 
 
 
Steven G. Litchfield
 
 
 
 
 
 
 
Chief Financial Officer and Chief Corporate Strategy Officer
(Principal Financial Officer and Duly Authorized Officer)


4