UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 20, 2006
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Semtech Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-6395 95-2119684
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(Commission File Number) (IRS Employer Identification No.)
200 Flynn Road
Camarillo, California 93012-8790
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(Address of Principal Executive Offices) (Zip Code)
805-498-2111
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(Registrant's Telephone Number, Including Area Code)
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(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:
|_| 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
(a) On June 15, 2006 the Company received a Staff Determination letter
from the Nasdaq Stock Market indicating that the Company's securities are
subject to delisting from The Nasdaq National Market because the Company
has not yet filed its Form 10-Q for the fiscal quarter ended April 30,
2006 and is therefore not in compliance with the continued listing
standard in Nasdaq Marketplace Rule 4310(c)(14). The Company has requested
a hearing before a Nasdaq Listing Qualifications Panel to review the Staff
Determination.
The press release issued by the Company on June 20, 2006 in connection
with this matter is attached hereto as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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Exhibit 99.1 Press Release of the Company dated June 20, 2006
SIGNATURE
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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.
Date: June 20, 2006 SEMTECH CORPORATION
By: /s/ David G. Franz, Jr.
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David G. Franz, Jr.
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Number Description of Document
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Exhibit 99.1 Press Release of the Company dated June 20, 2006