UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No.1
(Mark One)
| x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended July 31, 2011
or
| ¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number 1-6395
SEMTECH CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 95-2119684 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
200 Flynn Road, Camarillo, California, 93012-8790
(Address of principal executive offices, Zip Code)
Registrant’s telephone number, including area code: (805) 498-2111
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ | |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x
Number of shares of Common Stock, $0.01 par value per share, outstanding at September 1, 2011: 66,284,462
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2011 (the Form 10-Q), as filed with the Securities and Exchange Commission on September 9, 2011, is to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T. Exhibit 101 to this report furnishes the following items from the Company’s Form 10-Q formatted in eXtensible Business Reporting Language (XBRL): (i) the unaudited Consolidated Condensed Statements of Operations for the Three and Six Months Ended July 31, 2011 and August 1, 2010, (ii) the unaudited Consolidated Condensed Balance Sheets as of July 31, 2011 and audited Consolidated Condensed Balance Sheets as of January 30, 2011, (iii) the unaudited Consolidated Condensed Statements of Cash Flows for the Six Months Ended July 31, 2011 and August 1, 2010, and (iv) the unaudited Notes to Consolidated Condensed Financial Statements.
No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101 described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
ITEM 6. Exhibits
Documents that are not physically filed with this report are incorporated herein by reference to the location indicated.
| Exhibit |
Description |
Location | ||
| 3.1 | Restated Certificate of Incorporation of Semtech Corporation | Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarterly period ended October 26, 2003 | ||
| 3.2 | Bylaws of Semtech Corporation | Exhibit 3.2 to our Annual Report on Form 10-K for the year ended January 27, 2008 | ||
| 10.1 | Semtech Nonqualified Executive Compensation Plan Adoption Agreement and Plan Document, as amended and restated effective October 12, 2007 | Previously filed on Form 10-Q for the quarterly period ended July 31, 2011 | ||
| 31.1 | Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended | Previously filed on Form 10-Q for the quarterly period ended July 31, 2011 | ||
| 31.2 | Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended | Previously filed on Form 10-Q for the quarterly period ended July 31, 2011 | ||
| 32.1 | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Exhibit 32.1 is being furnished and shall not be deemed “filed”) | Previously filed on Form 10-Q for the quarterly period ended July 31, 2011 | ||
| 32.2 | Certification of the Chief Financial Officer Pursuant 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Exhibit 32.2 is being furnished and shall not be deemed “filed”) | Previously filed on Form 10-Q for the quarterly period ended July 31, 2011 | ||
| 101.INS | XBRL Instance Document* | Filed herewith | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document* | Filed herewith | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document* | Filed herewith | ||
| 101.DEF | XBRL Taxonomy Extension Defintion Linkbase Document* | Filed herewith | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document* | Filed herewith | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document* | Filed herewith | ||
| * | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
SIGNATURES
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, thereunto duly authorized.
| SEMTECH CORPORATION | ||
| Registrant | ||
| Date: September 30, 2011 | /s/ Mohan R. Maheswaran | |
| Mohan R. Maheswaran | ||
| Chief Executive Officer | ||
| Date: September 30, 2011 | /s/ Emeka N. Chukwu | |
| Emeka N. Chukwu | ||
| Vice President Finance, Chief Financial Officer | ||