SEQUANS COMMUNICATIONS — Regulatory Filings 2012

Nov 8, 2012

6-K/A 1 d434258d6ka.htm AMENDMENT TO FORM 6-K Amendment to Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

(Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2012

Commission File Number: 001-35135

Sequans Communications S.A.

(Translation of Registrant’s name into English)

19 Le Parvis

92073 Paris-La Défense, France

Telephone : +33 1 70 72 16 00

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨ No x

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No x

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

Exhibit 99.1 to this report, furnished on Form 6-K/A, shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-177919 and 333-180487) and Form F-3 (File No. 333-182854).

EXPLANATORY NOTE

Sequans Communications S.A. (the “Company”) is furnishing this current report on Form 6-K/A to amend its current report furnished on April 26, 2012 reporting its financial results for the first quarter ended March 31, 2012 (the “April Report”). The Press Release attached as Exhibit 99.1 to the April Report (the “April Press Release”) is hereby amended and restated in its entirety as set forth in Exhibit 99.1 to this current report on Form 6-K/A.

The Company is filing this Form 6-K/A to amend the table entitled “Unaudited Reconciliation of Non-IFRS Financial Results” included on page 7 of the April Press Release to replace the full Non-IFRS statement of operations included in that table with a presentation of certain select Non-IFRS measures and an IFRS reconciliation of those measures for each reporting period presented. Other than as expressly set forth above, this Form 6-K/A does not, and does not purport to, revise, update or amend the information presented in the April Report or reflect any events that have occurred after the filing of the April Report.

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.

/s/ Deborah Choate
Deborah Choate
Chief Financial Officer

EXHIBIT INDEX

The following exhibit is filed as part of this Form 6-K/A:

Exhibit	Description
99.1	Press release dated April 26, 2012