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) August 29, 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 2.02. Results of Operations and Financial Condition
On August 29, 2006, the Registrant issued a press release announcing selected
unaudited financial results for its second quarter of fiscal year 2007 that
ended July 30, 2006. A copy of the press release is attached hereto as Exhibit
99.1.
The information contained in this Item 2.02 (including the 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, or otherwise subject to the
liabilities of that section. The information in this Item 2.02 (including the
exhibit hereto) shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference to this Item 2.02
in such filing.
Item 7.01 Regulation FD Disclosure
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 ("First Quarter Form
10-Q") and is therefore not in compliance with the continued listing standard in
Nasdaq Marketplace Rule 4310(c)(14). The Company requested a hearing before a
Nasdaq Listing Qualifications Panel ("Panel") to review the Staff Determination
and presented its case to the Panel on August 3, 2006.
On July 20, 2006, the Company announced that it expects to restate its financial
statements for fiscal years 2002 through 2006. The restatement will also affect
financial statements for earlier fiscal years and adjustments for those earlier
years will be reflected as part of the opening balances in the financial
statements for the restatement period.
On August 29, 2006 the Panel granted the Company's request for additional time
to regain compliance and set November 10, 2006 as the date by which the Company
must file all required restatements and the First Quarter Form 10-Q.
Also on August 29, 2006 the Company announced that it would be unable to timely
file its Form 10-Q for the fiscal quarter ended July 30, 2006 ("Second Quarter
Form 10-Q"). This will cause another instance of noncompliance with the
continued listing standard in Nasdaq Marketplace Rule 4310(c)(14). The Company
expects to file the Second Quarter Form 10-Q by the November 10, 2006 deadline
established by Nasdaq with respect to the First Quarter Form 10-Q.
The press release issued by the Company on August 29, 2006 in connection with
this matter is attached hereto as Exhibit 99.1 and contains forward looking
statements, including with respect to its future performance, plans, and
financial results.
The information contained in this Item 7.01 including the 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, or otherwise subject to the
liabilities of that section. The information in this Item 7.01 (including the
exhibit hereto) shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference to this Item 7.01
in such filing.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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Exhibit 99.1 Press Release of the Company dated August 29, 2006
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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: August 29, 2006 SEMTECH CORPORATION
By: /s/ David G. Franz, Jr.
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David G. Franz, Jr.
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number Description of Document
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Exhibit 99.1 Press Release of the Company dated August 29, 2006
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