SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 21, 2004
Date of report (Date of earliest event reported)
Integrated Device Technology, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-12695 94-2669985
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(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)
Item 2.02 and Item 7.01. 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 and Item 7.01 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 October 21, 2004, Integrated Device Technology, Inc. (the "Company")
announced its results of operations and financial condition as of and for the
quarter ended September 26, 2004, and the approval of a stock repurchase program
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, for the quarter ended September 26,
2004, the Company excluded gains realized on the sale of assets held in
connection with the earlier closure of its Salinas, CA fabrication facility. For
the quarter ended June 27, 2004, the Company excluded a loss on an equity
investment as well as costs and benefits associated with closing the Salinas, CA
fabrication facility. Also, for the quarter ended September 28, 2003, in
addition to costs associated with closing the Salinas, CA fabrication facility,
non-GAAP results also excluded restructuring costs and a gain on the sale of
equity holdings in PMC-Sierra, Inc. 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 Company also announced that its Board of Directors has approved a
stock repurchase program for the repurchase of up to $50 million of its Common
Stock. Repurchases under the Company's stock repurchase program may be made from
time to time in the open market and in negotiated transactions, including block
transactions or accelerated stock repurchase transactions, at times and at
prices considered appropriate by the Company. The repurchase program is
effective immediately and may be discontinued at any time.
The foregoing description is qualified in its entirety by reference to
the Company's Press Release dated October 21, 2004, a copy of which is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated October 21, 2004.
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: October 21, 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)