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 13, 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 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b) Departure of Principal Officer
On November 20, 2006, Alan Bennett's tenure as Interim Chief Financial Officer
ended when Emeka Chukwu assumed the Chief Financial Officer position. Mr.
Bennett remains employed by the Company as Vice President of Accounting and Tax
and Acting Corporate Controller.
(c) Appointment of Principal Officer
On November 13, 2006, the Company received Emeka Chukwu's written acceptance of
an offer to join the Company as Chief Financial Officer. Mr. Chukwu's employment
with the Company began on November 20, 2006.
Mr. Chukwu, age 43, has been employed in various financial positions at
Intersil, Inc, a manufacturer of analog semiconductors, since 2002. His most
recent position was Vice President, Finance, in which capacity he served since
February 2006. He served as the Controller of Intersil's Analog Signal
Processing Group and Worldwide Operations from May 2002 through January 2006.
From July 1999 through April 2002, he was the Corporate Controller of Elantec
Semiconductor, Inc., a manufacturer of analog integrated circuits that was
acquired by Intersil in 2002. Mr. Chukwu, who holds both a BS and MBA in
Accounting, has also held accounting positions at other high technology
companies during the past eighteen years.
Key elements of the compensation package to be provided to Mr. Chukwu are an
annual base salary of $220,000; participation in the Company's cash bonus plan,
with an annual target award level of 50% of base salary; a $50,000 cash sign-on
bonus; a monthly car allowance, assistance with relocation and temporary
housing; and three weeks vacation. Mr. Chukwu is also eligible to participate in
the Semtech Executive Compensation Plan, a non-qualified deferred compensation
plan, with the opportunity to annually defer 100% of base salary, with Company
match of the first 20% of the deferrals. With respect to equity-based
compensation, the Compensation Committee has approved a future grant of an
option to purchase 100,000 shares of the Company's common stock and a future
grant of 25,000 shares of restricted stock. These equity awards will be made at
a future date after the Company has regained compliance with Nasdaq continued
listing standards. Vesting of the equity awards is expected to be over a four
year period. Mr. Chukwu is also eligible to participate in broad-based benefit
plans and programs generally available to the Company's salaried employees,
including health, disability and life insurance programs, and a qualified 401K
plan.
Mr. Chukwu has no "family relationships," as defined in Item 404(d) of
Regulation S-K, with any director or executive officer of the Company. There are
no arrangements or understandings between Mr. Chukwu and any other person
pursuant to which Mr. Chukwu was selected as an officer. Since the beginning of
the fiscal year, there has not been any transaction and there is no currently
proposed transaction, or series of similar transactions, involving Mr. Chukwu,
or deemed to involve Mr. Chukwu, of the type described in Item 404(a) of SEC
Regulation S-K.
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This Form 8-K has been timely filed in accordance with the Instruction to Item
5.02(c) that permits a delayed filing to accommodate a public announcement of
the appointment of a new principal officer. The press release issued by the
Company on November 20, 2006 in connection with this matter is attached hereto
as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
On November 20, 2006, the Company issued a press release containing forward
looking statements. A copy of the press release is attached hereto as Exhibit
99.1.
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 20, 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. Some
forward-looking statements may be identified by use of terms such as "expects,"
"anticipates," "intends," "estimates," "believes," "projects," "should," "will,"
"plans" and similar words.
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 statement, including those with respect to
the timing of the issuance of Mr. Chukwu's equity-related compensation, 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.
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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.
Date: November 20, 2006 SEMTECH CORPORATION
By: /s/ Mohan R. Maheswaran
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Mohan R. Maheswaran
Chief Executive 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 November 20, 2006
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