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) November 30, 2006
---------------------------
Semtech Corporation
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-6395 95-2119684
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
200 Flynn Road
Camarillo, California 93012-8790
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
805-498-2111
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
(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 November 30, 2006, the Registrant issued a press release announcing
selected unaudited financial results for its third quarter of fiscal year 2007
that ended October 29, 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 November 30, 2006, the Registrant announced that it would be unable to
timely file its Form 10-Q for the fiscal quarter ended October 29, 2006 ("Third
Quarter Form 10-Q"). This will cause another instance of noncompliance with the
continued listing standard in Nasdaq Marketplace Rule 4310(c)(14). The
Registrant is working diligently to file all required reports, including the
Third Quarter Form 10-Q, as quickly as possible and thereby regain compliance
with Nasdaq's listing requirements, but it can provide no assurances that it
will be able to do so.
The press release issued by the Company on November 30, 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
Exhibit 99.1 Press Release of the Company dated November 30, 2006
Forward-Looking and Cautionary Statements
This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are statements other than historical information or
statements of current condition and relate to matters such as future financial
performance, future operational performance, the anticipated impact of specific
items on future earnings, and our plans, objectives and expectations.
Forward-looking statements involve known and unknown risks and uncertainties
that could cause actual results and events to differ materially from those
projected. Forward-looking statements should be considered in conjunction with
the cautionary statements contained in the "Risk Factors" section and elsewhere
in the Company's Annual Report on Form 10-K for the fiscal year ended January
29, 2006, in the Company's other filings with the SEC, and in material
incorporated therein by reference. Forward-looking statements should not be
regarded as representations by the Company that its objectives or plans will be
achieved or that any of its operating expectations or financial forecasts will
be realized. The Company assumes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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.
Date: November 30, 2006 SEMTECH CORPORATION
By: /s/ Emeka Chukwu
----------------------------
Emeka Chukwu
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Number Description of Document
-------------- -----------------------
99.1 Press Release of the Company dated November 30, 2006