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): May 27, 2009
XILINX,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware | 0-18548 | 77-0188631 |
| (State or other | (Commission File | (IRS Employer |
| jurisdiction of | Number) | Identification No.) |
| incorporation) |
| 2100 Logic Drive, San Jose, California | 95124 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 559-7778
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 8.01 Other Events.
On May 27, 2009, Xilinx, Inc. (the "Company") received an adverse judicial ruling regarding a previously-disclosed dispute with the Internal Revenue Service (the "IRS") concerning the Company's cost sharing agreement with Xilinx Ireland.
As the Company has previously disclosed, on August 30, 2005, the Tax Court issued an opinion concerning whether the value of stock options must be included in the Company's cost sharing agreement with Xilinx Ireland. The Tax Court agreed with the Company that no amount for stock options was to be included in the cost sharing agreement, and thus, under that opinion, the Company owed no tax, interest or penalties to the IRS in connection with this dispute. The Tax Court entered its decision on May 31, 2006. On August 25, 2006, the IRS appealed the decision to the U.S. Court of Appeal for the Ninth Circuit. Although the Company opposed that appeal, believing that the Tax Court decided the case correctly, the Appeals Court has now ruled against the Company regarding this dispute. The Company is in the process of reviewing the impact of the Appeals Court decision for all years open to IRS audit.
Because the Company's Annual Report on Form 10-K for the period ended March 28, 2009 was also due on May 27, 2009, the Company must delay the filing of that Form 10-K in order to consider the impact of that ruling on the disclosure in such Form 10-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description |
|
99.1 |
Press Release dated May 28, 2009 |
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.
| XILINX, INC. | |||
| Date: May 28, 2009 | By: | /s/ Jon A. Olson | |
| Jon A. Olson | |||
| Senior Vice President, Finance | |||
| and Chief Financial Officer | |||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
99.1 |
Press Release dated May 28, 2009 |