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EX-99.1 - EXHIBIT 99.1 TO FORM 8-K DATED JULY 1, 2012 - INTEGRATED DEVICE TECHNOLOGY INCa8-kq1fy13exhibit99.htm


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) July 25, 2012
  ______________
Integrated Device Technology, Inc.
(Exact name of registrant as specified in its charter)
  ______________
 
Delaware
0-12695
94-2669985  
(State of
Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

6024 Silver Creek Valley Road, San Jose, California  95138
(Address of principal executive offices) (Zip Code)
 
(408) 284-8200
(Registrant's telephone number, including area code)
 
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:
 
x    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.
 
The information in this Current Report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 of this Current Report.  Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Current Report.
 
On July 30, 2012, Integrated Device Technology, Inc. (the “Company”) announced its results of operations and financial condition as of and for the three months ended July 1, 2012, in a publicly disseminated press release that is attached hereto as Exhibit 99.1.
 
The Company's press release contains non-GAAP financial measures.  Pursuant to the requirements of Regulation G and Item 10(e)(1)(i) of Regulation S-K, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures included in the press release.
 
The foregoing description is qualified in its entirety by reference to the Company's press release dated July 30, 2012, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.  


Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 25, 2012, Mr. Lewis Eggebrecht notified the Board of Directors of the Company (the “Board”) of, and the Board accepted, his decision not to stand for re-election at the Company's 2012 Annual Meeting of Stockholders.  Mr. Eggebrecht will remain a director of the Company until the 2012 Annual Meeting of Stockholders.  Mr. Eggebrecht's decision is for personal reasons and is not due to any disagreement with the Company or the Board on any matter relating to the Company's operations, policies or practices.
 
 
Item 9.01 Financial Statements and Exhibits.
 
(d)       Exhibits.
 
Exhibit No.
Description
 
 
99.1
Press Release Dated July 30, 2012.
 
 






 
SIGNATURE
 
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.
 
Dated:
July 30, 2012
 
 
INTEGRATED DEVICE TECHNOLOGY, INC.
 
 
 
 
By:  
/S/ Richard D. Crowley, Jr.
 
Richard D. Crowley, Jr.
 
Vice President and Chief Financial Officer
(duly authorized officer)


 
EXHIBIT INDEX
 
Exhibit No.
Description
 
 
99.1
Press Release Dated July 30, 2012.