Entorian Technologies Inc - Current report filing (8-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 27, 2008

Entorian Technologies Inc.
(Exact name of registrant as specified in its charter)

	000-50553
	(Commission File Number)
Delaware		56-2354935
(State or other jursidiction of incorporation)		(IRS Employer Identification No.)

8900 Shoal Creek Blvd, Suite 125

Austin, Texas 78757

(Address of principal executive offices, including zip code)

(512) 454-9531
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

	On February 27, 2008, Entorian Technologies Inc., formerly Staktek Holdings, Inc. (the "Company") issued a press release announcing its fourth quarter and full year 2008 results. The full text of the press release is attached as Exhibit No. 99.1 to this Current Report on Form 8-K. The press release contains forward-looking statements regarding the Company and cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.


	The information contained in Items 2.02 and 9.01 in this Current Report on Form 8-K and the exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


	Use of Non-GAAP Financial Information


	The Company provides a non-GAAP measure of operating income, net income and earnings per diluted share on a basis excluding non-cash charges for stock-based compensation, amortization and impairment of acquisition intangibles and the associated income tax effect in its earnings release. The presentation is intended to be a supplemental measure of performance. The Company has chosen to provide this information to investors because it believes that excluding these charges represents a better basis for the comparison of its current results to the results of its peer companies. In addition, the Company believes that it provides a means to highlight the results of core, ongoing operations to investors. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP.


	The non-GAAP financial measures included in the press release have been reconciled to the corresponding GAAP financial measures as required under the rules of the Securities and Exchange Commission regarding the use of non-GAAP financial measures.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

	Effective February 27, 2008, the Company changed its name from Staktek Holdings, Inc. to Entorian Technologies Inc. In connection with the change in corporate name, effective February 28, 2008, the ticker symbol for the Company’s common stock, which is listed on the NASDAQ market, will change to ‘ENTN,’ and the Company’s new CUSIP number is 29383P 100. Stockholders are not required to exchange currently outstanding stock certificates for new stock certificates.


	The change in the Company’s name to Entorian Technologies Inc. was effected by means of a merger pursuant to Section 253 of the Delaware General Corporation Law, of a wholly owned subsidiary of the Company (formed solely for the purpose of implementing the name change) with and into the Company, with the Company continuing as the surviving company. In connection with the merger, Article I of the Company’s Amended and Restated Certificate of Incorporation was amended, at the effective time of the merger, to reflect the new corporate name, and the Company’s By-Laws were amended to replace all references to "Staktek Holdings, Inc." with "Entorian Technologies Inc."

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A copy of the Certificate of Ownership and Merger, as filed with the Delaware Secretary of State, is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


3.1		Certificate of Ownership and Merger, as filed on February 26, 2008, with the Delaware Secretary of State.

99.1.		Press Release issued February 27, 2008 announcing, among other things, fourth quarter and full year 2008 financial results

99.2		Press Release issued February 27, 2008, announcing the Company’s name change

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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.

		ENTORIAN TECHNOLOGIES INC.

Date:	February 27, 2008	By:	/s/ Stephanie Lucie
			Stephanie Lucie
			Senior Vice President, General Counsel and
			Corporate Secretary

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EXHIBIT INDEX

Exhibit No.

3.1		Certificate of Ownership and Merger, as filed on February 26, 2008, with the Delaware Secretary of State.

99.1		Press Release issued February 27, 2008 announcing, among other things, fourth quarter and full year 2008 financial results

99.2		Press Release issued February 27, 2008, announcing the Company’s name change