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 26, 2007
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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 1.01. Entry into a Material Definitive Agreement
On November 26, 2007, Semtech Corporation entered into a written Settlement
Agreement with National Union Fire Insurance Company of Pittsburgh, PA
("National Union"), under which Semtech will receive $6,500,000 in settlement of
claims brought against National Union in a lawsuit regarding insurance coverage
for a customer dispute settled in March 2003. The Settlement Agreement provides
for payment of the settlement in two installments in fiscal year 2009, contains
mutual releases with respect to the lawsuit and underlying insurance claims, and
provides for dismissal of the lawsuit.
This is the third and final insurance settlement related to the customer
dispute. Information on the $1,000,000 first settlement and $2,050,000 second
settlement is contained in the Form 8-Ks filed by Semtech on July 7, 2005 and
July 19, 2005. Legal expenses from the inception of the litigation through the
third quarter of fiscal year 2008 total approximately $5 million. On a net
basis, Semtech has recovered approximately $4.5 million of the $12 million paid
to the customer.
The foregoing description of the terms of the Settlement Agreement does not
purport to be complete and is qualified in its entirety by the Settlement
Agreement attached as Exhibit 10.1 and incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On November 27, 2007, the Company issued a press release announcing
preliminary unaudited financial results for its third quarter of fiscal year
2008 that ended October 28, 2007. 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 27, 2007, the Company issued a press release containing forward
looking statements, including with respect to its future performance and
financial results and the effect of the above-mentioned insurance settlement on
its future performance and financial results. 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.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1 Settlement Agreement between National Union Fire
Insurance Company of Pittsburgh, PA and Semtech
Corporation
Exhibit 99.1 Press Release of the Company dated November 27, 2007
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
28, 2007, 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 27, 2007 SEMTECH CORPORATION
By: /s/ Emeka Chukwu
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Emeka Chukwu
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number Description of Document
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10.1 Settlement Agreement between National Union Fire
Insurance Company of Pittsburgh, PA and Semtech
Corporation
99.1 Press Release of the Company dated November 27, 2007
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