UNITED STATES
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
June 29, 2006
Date of Report (Date of earliest event reported)
Commission File No. 0-14225
EXAR CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 94-1741481 |
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
48720 Kato Road, Fremont, CA 94538
(Address of principal executive offices, Zip Code)
(510) 668-7000
Registrant’s telephone number, including area code
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
ITEM 1.02. TERMINATION OF MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On June 29, 2006, Ronald W. Guire, Executive Vice President, Chief Financial Officer, and Assistant Secretary of Exar Corporation (the “Company”), retired from the Company and resigned from its Board of Directors effective June 30, 2006.
In connection with his retirement, on June 29, 2006, the Company entered into a separation agreement with Mr. Guire (the “Separation Agreement”). Under the Separation Agreement, Mr. Guire is entitled to severance pay equal to two year’s base salary, two years of continued health benefits, acceleration of all unvested option shares currently held by Mr. Guire and extension of his option exercise period until December 31, 2006. In addition, Mr. Guire will provide transition consulting services until the earlier of September 30, 2006 and the date the Company hires a new full-time Chief Financial Officer. Pursuant to the Separation Agreement, the Letter Agreement Regarding Change of Control between the Company and Mr. Guire, the form of which was filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K405 filed with the SEC on June 27, 2001, is terminated.
A copy of the Separation Agreement is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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| 10.1 | | Separation Agreement between the Company and Ronald W. Guire, dated June 29, 2006 |
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 hereunto duly authorized.
Date: July 6, 2006
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| EXAR CORPORATION |
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| By: | | /s/ Roubik Gregorian |
| Name: | | Roubik Gregorian |
| Title: | | Chief Executive Officer, President and Director |
EXHIBIT INDEX
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| Exhibit No. | | Description of Exhibit |
| 10.1 | | Separation Agreement between the Company and Ronald W. Guire, dated June 29, 2006 |
