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EX-99.2 - EXHIBIT 99.2 - CIRRUS LOGIC INCa50541172ex99_2.htm
EX-99.1 - EXHIBIT 99.1 - CIRRUS LOGIC INCa50541172ex99_1.htm


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):        January 24, 2013


 

CIRRUS LOGIC, INC.

(Exact name of Registrant as specified in its charter)



Delaware

 

0-17795

 

77-0024818

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)


 

800 W. 6th Street, Austin, TX

   

78701

(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code:   (512) 851-4000


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 January 24, 2013, the Company issued a press release announcing its results for the third quarter and nine-months ended in fiscal year 2013.  The full text of the press release is attached as Exhibit No. 99.1 to this Current Report on Form 8-K.  

Item 7.01     Regulation FD.

On January 24, 2013, in addition to issuing a press release, the Company posted on its website a shareholder letter to investors summarizing the financial results for the third quarter and first nine months of fiscal year 2013.  The full text of the shareholder letter is attached as Exhibit No. 99.2 to this Current Report on Form 8-K.

Use of Non-GAAP Financial Information

To supplement Cirrus Logic's financial statements presented on a GAAP basis, Cirrus has provided non-GAAP financial information, including non-GAAP operating expenses, non-GAAP net income, non-GAAP income from operations, non-GAAP operating margin and non-GAAP diluted earnings per share. A reconciliation of the adjustments to GAAP results is included in the tables below. Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes. In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company. As a note, the non-GAAP financial information used by Cirrus Logic may differ from that used by other companies.  These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.

The information contained in Items 2.02, 7.01, and 9.01 in this Current Report on Form 8-K and the exhibits attached hereto contain forward-looking statements regarding the Company and cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.  In addition, this information 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.

Item 9.01     Financial Statements and Exhibits.

 

(d)               Exhibits

 

Exhibit

Description

 

Exhibit 99.1

Cirrus Logic, Inc. press release dated January 24, 2013

Exhibit 99.2

Cirrus Logic, Inc. shareholder letter dated January 24, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

CIRRUS LOGIC, INC.

 

 

Date:

January 24, 2013

By:

/s/ Thurman K. Case

 

Name: Thurman K. Case

 

Title:  Chief Financial Officer


EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Registrant’s press release dated January 24, 2013

99.2

Cirrus Logic, Inc. shareholder letter dated January 24, 2013