UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 8, 2006
Date of report (Date of earliest event reported)
Integrated Device Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-12695 94-2669985
(State of (Commission (IRS Employer
Incorporation) File Number) 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:
|_| 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 1.01 Entry Into Material Definitive Agreement.
On May 3, 2006, the board of directors of Integrated Device Technology,
Inc. (the "Company"), approved certain updates to the Company's Incentive
Compensation Plan ("Incentive Compensation Plan") in which the Company's
executive officers (including the Chief Executive Officer) are eligible to
participate. The Incentive Compensation Plan provides for certain cash incentive
compensation for the Company's eligible employees for the achievement of certain
individual, unit and Company-wide performance goals. The Incentive Compensation
Plan was established to align employee goals and efforts with the Company's
goals and direction. The Incentive Compensation Plan is intended to encourage
outstanding performance, share the benefits of successful Company performance
with eligible employees, enhance teamwork and support a consistent process for
establishing, measuring and rewarding performance.
For fiscal year 2007, the board of directors approved specific threshold,
target and maximum performance values for Company-wide performance based on the
Company's non-GAAP earnings per share ("EPS"). The payout scale under the
Incentive Compensation Plan will have specific achievement levels assigned to
each EPS value, with the level of the Company's achievement of the target EPS
value resulting in an achievement factor expressed as a percentage. For fiscal
year 2007, if the Company does not meet the minimum EPS value, a 0% EPS
achievement factor is applied; if the Company meets the minimum EPS value, a
threshold 50% EPS achievement factor is applied; and if the Company meets the
target EPS value, the target 110% EPS achievement factor is applied. The maximum
EPS achievement factor for fiscal year 2007 is 200%.
In addition, on May 3, 2006, the compensation committee of the board of
directors recommended and the board of directors approved annual cash bonus
awards earned during fiscal year 2006 for certain executive officers and other
key employees under the Incentive Compensation Plan. As approved, the Company
will pay a cash bonus award to the Company's named executive officers as
follows: Gregory S. Lang $288,000, Clyde R. Hosein $117,837, Chuen-Der Lien
$111,567, Mike Hunter $116,008, and Jimmy J. M. Lee $107,808.
The Company intends to provide additional information regarding the
compensation awarded to the named executive officers for the 2006 fiscal year in
the Company's proxy statement for the 2006 Annual Meeting of Stockholders, which
is expected to be filed with the Securities and Exchange Commission in July
2006.
Item 2.02. Results of Operations and Financial Condition.
The information in this Current Report, including the Exhibit 99.1 attached
hereto, is furnished pursuant to Item 2.02 of this Form 8-K. Consequently, it is
not deemed "filed" for the purposes of Section 18 of the Securities and Exchange
Act of 1934, or otherwise subject to the liabilities of that section. It may
only be incorporated by reference in another filing under the Exchange Act or
Securities Act of 1933 if such subsequent filing specifically references this
Current Report.
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On May 8, 2006, Integrated Device Technology, Inc. (the "Company")
announced its results of operations and financial condition as of and for the
quarter ended April 2, 2006 in a 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, 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 May 8, 2006, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 8, 2006, the Company also announced that its board of directors has
approved a new $50 million share repurchase program, which the Company expects
to commence in the current quarter. The Company's prior share repurchase program
of $75 million was completed during the Company's fiscal fourth quarter of 2006.
Under the prior program, the Company repurchased approximately 5.7 million
shares.
Repurchases under the Company's new stock repurchase program may be made
from time-to-time in the open market and in negotiated transactions, including
block transactions or accelerated stock repurchase transactions, at times and at
prices considered appropriate by the Company. The repurchase program is
effective immediately and may be discontinued at any time. As of April 2, 2006,
IDT had approximately 198 million shares outstanding and approximately $296
million in cash and cash equivalents.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated May 8, 2006.
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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: May 8, 2006
INTEGRATED DEVICE TECHNOLOGY, INC.
By: /s/ Clyde R. Hosein
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Clyde R. Hosein
Vice President and Chief Financial Officer
(duly authorized officer)
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EXHIBIT INDEX
Exhibit No Description
99.1 Press Release dated May 8, 2006.
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