SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 22, 2004
Date of report (Date of earliest event reported)
Integrated Device Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-12695 94-2669985
(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
2975 Stender Way, Santa Clara, California 95054
(Address of principal executive offices) (Zip Code)
(408) 727-6116
(Registrant's telephone number, including area code)
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Item 7. Exhibits.
(c) Exhibits:
99.1 Financial Information for Integrated Device Technology, Inc. for
the first quarter ended June 27, 2004, and forward looking statements relating
to fiscal year 2005 as presented in a press release of July 22, 2004.
Item 12. Disclosure of Results of Operations and Financial Condition.
The information contained in this Current Report, including the Exhibit
99.1 attached hereto, is being furnished pursuant to "Item 12. Results of
Operations and Financial Condition" of Form 8-K in accordance with SEC Release
Nos. 33-8216 and 34-47583.
The information in this Current Report, including Exhibit 99.1, is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities and Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Current Report shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended.
On July 22, 2004, Integrated Device Technology, Inc. (the "Company")
issued a press release announcing its financial results for the quarter ended
June 27, 2004. A copy of the press release is attached 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, for the quarter ended June 27, 2004,
the Company has excluded a loss on an equity investment as well as
acquisition-related costs and costs and benefits associated with closing a
fabrication facility. For the quarter ended June 29, 2003, in addition to
excluding comparable acquisition-related costs and costs associated with closing
a fabrication facility, non-GAAP results also exclude restructuring costs and
benefits from Federal and state tax refunds with related interest for tax years
prior to 1996. 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.
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The foregoing description is qualified in its entirety by reference to
the Company's Press Release dated July 22, 2004, a copy of which is attached
hereto as Exhibit 99.1.
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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: July 22, 2004
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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