Attached files
file | filename |
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EX-99.1 - EXHIBIT 99.1 - SEMTECH CORP | c09444exv99w1.htm |
EX-99.2 - EXHIBIT 99.2 - SEMTECH CORP | c09444exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2010
Semtech Corporation
(Exact name of registrant as specified in its charter)
Delaware | 1-6395 | 95-2119684 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
200 Flynn Road Camarillo, California |
93012-8790 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 805-498-2111
Not applicable
(Former name or former address, if changed since last report.)
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:
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 (17 CFR 240.14d-2(b)) | |
o | 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 December 1, 2010, the Registrant issued a press release announcing its financial results for the
fiscal quarter ended October 31, 2010. A copy of the press release is attached as Exhibit 99.1 to
the Registrants Current Report on Form 8-K furnished to the U.S. Securities and Exchange
Commission (the SEC) on December 1, 2010 (the December 1st 8-K).
The Registrant issued a press release on December 8, 2010, which is furnished herewith as Exhibit
99.1 and is incorporated by reference herein. On December 5, 2010, the Registrant and lead
plaintiffs entered into an agreement in principle to settle all claims asserted against all
defendants in the putative class action concerning the Registrants stock option accounting
practices captioned In re Semtech Corporation Securities Litigation, Case No. 207:-cv-07114-CAS
(C.D. Cal), which provides for the payment of $20 million in cash by the Registrant. The agreement
in principle contemplates the negotiation and execution of a final settlement agreement, and the
settlement is subject to preliminary approval by the Court, notice to the putative class and final approval by the Court overseeing
the matter.
The agreement in principle was entered into after the Registrant announced its preliminary results
of operations for the three and nine month period ended October 31, 2010 but prior to the filing of
the Registrants Quarterly Report on Form 10-Q with the SEC for the three and nine month period
ended October 31, 2010. In that the Registrants financial
statements have not been issued, U.S. Generally Accepted
Accounting Principles require recognition of this subsequent
event, in its financial statements for the three and nine months ended October 31, 2010.
As such, the Registrant recorded a charge of $10 million for the three months ended October 31,
2010, to add to its previous estimate of $10 million which had been recorded in the fourth quarter
of the Registrants fiscal year 2010. The additional $10 million has been recorded and is
reflected in the accompanying exhibit hereto. This action resulted in additional expense of $10
million reported in Selling, general, and administrative expenses on the Registrants
consolidated statements of income. This liability is also reflected in Accrued liabilities on the
Registrants consolidated balance sheets. The Registrant is filing this Current Report on Form 8-K
to reflect the impact of the agreement in principle on the Registrants results of operations for
the three and nine month periods ended October 31, 2010. The Registrants updated earnings per
share for the three and nine month periods ended October 31, 2010 were $0.25 and $0.73
respectively, compared to $0.37 and $0.85 as reported in the Registrants December 1st 8-K. Payment
of the $20 million in cash by the Registrant will be deductible for U.S Federal tax purposes.
The information contained in this Item 2.02 of this Current Report (including the accompanying
exhibit hereto) is being furnished and shall not be deemed filed for the 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. The information in this Item 2.02 of this Current Report
(including the accompanying exhibit hereto) shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language contained in such filing, but except
as shall be expressly set forth by specific reference to this Item 2.02 in such filing.
Item 8.01. Other Events.
The Registrant issued a press release on December 8, 2010, which is furnished herewith as Exhibit
99.1 and is incorporated by reference herein. On December 5, 2010, the Registrant and lead
plaintiffs entered into an agreement in principle to settle all claims asserted against all
defendants in the putative class action concerning the Registrants stock option accounting
practices captioned In re Semtech Corporation
Securities Litigation, Case No. 207:-cv-07114-CAS (C.D. Cal), which provides for the payment of $20
million in cash by the Registrant. The agreement in principle contemplates the negotiation and
execution of a final settlement agreement, and the settlement is
subject to preliminary approval by the Court, notice to the putative
class and final approval by the court overseeing the matter. Final approval of a final settlement
agreement would fully resolve all claims against the Registrant and all current (and certain
former) officers and directors of the Registrant named in the lawsuit.
Item 9.01. Financial Statements and Exhibits.
(d) | ||
Exhibits * | ||
99.1 | Press Release of the Registrant dated December 8, 2010
announcing the Registrant and lead plaintiffs entered
into an agreement in principle to settle all claims
asserted against all defendants in the putative class
action concerning the Registrants stock option
accounting practices captioned In re Semtech Corporation
Securities Litigation, Case No. 207:-cv-07114-CAS (C.D.
Cal) |
|
99.2 | The Registrants selected unaudited financial information
as of October 31, 2010. |
* | The information contained in Exhibits 99.1 and 99.2 hereto are being furnished and shall not be deemed filed for the 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. The information contained in Exhibits 99.1 and 99.2 hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language contained in such filing, but except as shall be expressly set forth by specific reference to Exhibit 99.1 or 99.2, as applicable, in such filing. |
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.
December 8, 2010 | SEMTECH CORPORATION |
|||
By: | /s/ Emeka Chukwu | |||
Name: | Emeka Chukwu | |||
Title: | Chief Financial Officer | |||
Exhibit Index
Exhibit | ||
No. * | ||
99.1 | Press Release of the Registrant dated December 8, 2010
announcing the Registrant and lead plaintiffs entered
into an agreement in principle to settle all claims
asserted against all defendants in the putative class
action concerning the Registrants stock option
accounting practices captioned In re Semtech Corporation
Securities Litigation, Case No. 207:-cv-07114-CAS (C.D.
Cal) |
|
99.2 | The Registrants selected unaudited financial information
as of October 31, 2010. |
* | The information contained in Exhibits 99.1 and 99.2 hereto are being furnished and shall not be deemed filed for the 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. The information contained in Exhibits 99.1 and 99.2 hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language contained in such filing, but except as shall be expressly set forth by specific reference to Exhibit 99.1 or 99.2, as applicable, in such filing. |