UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
January 26, 2006
Date of Report (Date of earliest event reported)
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Integrated Device Technology, Inc.
(Exact name of registrant as specified in charter)
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Delaware 0-12695 94-2669985
(State of Incorporation) (Commission (IRS Employer
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
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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))
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Item 2.02. Results of Operations and Financial Condition.
The information in this 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 Form 8-K.
On January 26, 2006, Integrated Device Technology, Inc. (the "Company")
announced its results of operations and financial condition as of and for the
quarter ended January 1, 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.
Non-GAAP Statements of Operations are presented in the press release.
Non-GAAP Statements of Operations exclude acquisition-related charges and other
expenses and benefits that management believes are not directly related to the
Company's ongoing operations. For example, in addition to acquisition related
charges, including our merger with Integrated Circuit Systems, Inc., the results
for the quarter ended January 1, 2006 also exclude tax expense attributable to
expected repatriation of offshore cash in connection with the Homeland
Investment Act, restructuring related expenses, including the closure of our
Philippines manufacturing facility, and gains realized on the sale of assets
held in connection with the earlier closure of our Salinas manufacturing
facility. For the quarter ended October 2, 2005, we also excluded costs related
to the consolidation of our Northern California facilities. These non-GAAP
results are consistent with another way management internally evaluates results
of operations and the Company believes this presentation format may be useful to
readers of our financial results. However, the Company's non-GAAP results are
not in accordance with GAAP and may not be comparable to non-GAAP information
provided by other companies. Non-GAAP information provided in the Company's
press release should be considered a supplement to, and not a substitute for,
financial statements prepared in accordance with GAAP.
The foregoing description is qualified in its entirety by reference to the
Company's Press Release dated January 26, 2006, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated January 26, 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: January 26, 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 January 26, 2006.
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