Trident Microsystems (TRIDQ) 8-K Entry into a Material Definitive Agreement

Exhibit 99.3

Press Release

Trident Microsystems Reports Results for Fourth Quarter and Fiscal Year 2008

Names Pete J. Mangan as Chief Financial Officer

Santa Clara, Calif. -— July 28, 2008: Trident Microsystems, Inc. (NASDAQ: TRID), a leader in high-performance semiconductor system solutions for the multimedia and digital television markets, today announced results for the fourth quarter and full fiscal year 2008, which ended June 30, 2008.

For the fourth quarter of fiscal year 2008, the company reported net revenues of $39.5 million, representing a sequential decrease of 29% compared with net revenues of $55.3 million in the quarter ended March 31, 2008 and a 44% year-over-year decrease from the $70.6 million reported in the quarter ended June 30, 2007. The company announced $257.9 million in net revenues for fiscal year 2008, a year-over-year decrease of 5% from the $270.8 million reported in fiscal year 2007.

GAAP Results

For the fourth quarter of fiscal year 2008, a net loss of $6.9 million, or $0.11 per diluted share, was recorded on a generally accepted accounting principles (“GAAP”) basis, which included $13.9 million of GAAP adjustments. This compares to a net loss of $0.2 million, or $0.00 per diluted share, in the quarter ended March 31, 2008, which included $5.3 million of GAAP adjustments and to a net income of $6.8 million, or $0.11 per diluted share, in the quarter ended June 30, 2007, which included $9.9 million in GAAP adjustments.

GAAP net income of $10.2 million, or $0.16 per diluted share, was recorded for the fiscal year ended June 30, 2008, which included $45.5 million of GAAP adjustments. This compares to GAAP net income of $30.1 million, or $0.48 per diluted share, for the year ended June 30, 2007, which included $38.8 million of GAAP adjustments.

Non-GAAP Results

Non-GAAP net income for the fourth quarter of fiscal year 2008 was $7.0 million or $0.11 per diluted share. This compares with non-GAAP net income of $5.1 million or $0.08 per diluted share, in the third quarter of fiscal year 2008, and with net income of $16.6 million or $0.26 per diluted share in the fourth quarter of fiscal year 2007.

For the fiscal year ended June 30, 2008, non-GAAP net income was $55.6 million, or $0.87 per diluted share, compared with non-GAAP net income of $68.9 million, or $1.07 per diluted share, for the fiscal year ended June 30, 2007.

A detailed reconciliation between GAAP and non-GAAP net income/loss is provided in a table following the non-GAAP consolidated statement of operations.

“Fiscal 2008 was a year of significant change for Trident, during which we realigned our business and organization to begin turning the company in a new direction and addressing our changing market,” said Sylvia D. Summers, Trident’s Chief Executive Officer and President.

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“Fiscal 2009 will be a year of investment. Our financial results will be impacted by the combination of the difficult macroeconomic environment and the evolving market for our new products. We remain committed to recapturing our customer base and intend to utilize our engineering talent to position the company for strategic growth. We are up to the challenge ahead of us and believe we have the resources, talent, strategy and determined management team to successfully drive change, achieve our long-term goals and win in the multimedia and digital television markets,” added Summers.

Names Pete J. Mangan as Chief Financial Officer

On Tuesday, July 22, 2008, Trident appointed Pete J. Mangan as Senior Vice President and Chief Financial Officer, effective immediately. Mr. Mangan joined Trident in January 2008 as Interim Chief Financial Officer and Vice President of Finance.

Summers said, “Pete has been an invaluable member of the Trident executive team since joining the company earlier this year and we are excited to formalize his position as the company’s Chief Financial Officer as we navigate the company through a challenging market and invest in our long-term opportunities.”

Current Outlook

Trident’s outlook for the first quarter and fiscal year 2009, described below, is based on current expectations and is subject to various factors, including those set forth in the Forward-Looking Information statement below. Actual results may differ materially.

First Quarter Fiscal Year 2009

— Trident expects net revenues to be in the range of approximately $32-$36 million.

— Non-GAAP gross margins are projected to be in the 40-42% range.

— Non-GAAP operating expenses are projected to be approximately $12-$13 million for R&D expenses, driven primarily by hiring of additional engineers in Trident’s China development centers, and approximately $6-$7 million for SG&A expenses.

— Non-GAAP Operating loss is projected at $4-$6 million.

— Provision for income taxes is projected to be approximately $3 million.

Full Fiscal Year 2009

— Trident expects net revenues to be in the range of approximately $115-$135 million.

— Non-GAAP gross margins are projected to be in the range of 37%-39%.

— Non-GAAP Operating Loss is projected to be in the range of $23-$27 million.

— Trident expects to use between $28-$32 million in cash.

Use of Non-GAAP Financial Information

To supplement the consolidated financial results prepared under GAAP, Trident uses a non-GAAP conforming, or non-GAAP, measure of net income that is GAAP net income adjusted to exclude certain costs, expenses and gains. Non-GAAP net income gives an indication of Trident’s baseline performance before gains, losses or other charges that are considered by management to be outside the company’s core operating results. In addition, non-GAAP net income is among the primary indicators management uses as a basis for planning and forecasting future periods. These measures are not in accordance with, or an alternative for, GAAP and may be materially different from non-GAAP measures used by other companies. Trident computes non-GAAP net income by adjusting GAAP net income for stock-based compensation expense, expenses related to the stock option investigation and related matters, expenses related to software license fees adjustment, amortization of intangible assets from the acquisition of Trident’s Tiside subsidiary and the purchase of the minority interests of Trident’s TTI subsidiary, impairment loss, capital gains and losses and dividend

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income. A detailed reconciliation between net income on a GAAP basis and non-GAAP net income is provided in a table following non-GAAP Consolidated Statements of Operations.

Investor Conference Call

Trident will host a conference call today, July 28, 2008, at 2:00 p.m. Pacific Time/5:00 p.m. Eastern Time to discuss these quarterly and annual results. Shareholders may participate in the call by calling 888-679-8040 or 617-213-4851 and entering passcode 78481873. This call is being webcasted by Thomson/CCBN and can be accessed athttp://phx.corporate-ir.net/playerlink.zhtml?c=63155&s=wm&e=1880795. The webcast is also being distributed through the Thomsom StreetEvents Network to both institutional and individual investors. Individual investors can listen to the call atwww.fulldisclosure.com, Thomson/CCBN’s individual investor portal, powered by StreetEvents. Institutional investors can access the call via Thomson’s password-protected event management site, StreetEvents (www.streetevents.com). A replay of the conference call will be available from 5:00 p.m. Pacific Time July 30, 2008 until midnight Pacific Time, on August 4, 2008 and can be accessed by calling 888-286-8010 (domestic) or 617-801-6888 (international) using access code 77201136.

Forward-Looking Information

This press release contains forward-looking statements, including statements regarding financial expectations for the first quarter and fiscal year of 2009, the status of the market, Trident’s market share, Trident’s ability to develop and deliver SoC solutions and win in the multimedia and digital television markets, Trident’s ability to leverage its technology leadership and engineering talent to take advantage of market changes and achieve its aggressive plan for strategic growth in 2009 including recapturing its customer base, challenges and competition that Trident faces in its markets, and Trident’s expectations regarding the market for its products and product introductions. The forward-looking statements made above are subject to certain risks and uncertainties, and actual results could vary materially depending on a number of factors. These risks include, in particular, the timing of product introductions, the ability to obtain design wins among major OEMs for Trident’s products, and competitive pressures, including pricing and competitors’ new product introductions. Additional factors that may affect Trident’s business are described in detail in Trident’s filings with the Securities and Exchange Commission available atwww.sec.gov.

About Trident Microsystems, Inc.

Trident Microsystems, Inc., with headquarters in Santa Clara, California, designs, develops and markets digital media for the masses in the form of multimedia integrated circuits (ICs) for PCs and digital processing ICs for TVs and TV monitors. Trident’s products are sold to a network of OEMs, original design manufacturers and system integrators worldwide. For further information about Trident and its products, please consult the Company’s web site:http://www.tridentmicro.com.

NOTE: Trident is a registered trademark of Trident Microsystems, Inc., HiDTV™, DPTV(TM), SVP(TM) WX, SVP(TM) UX, SVP(TM) PXP and SVP(TM) CX are trademarks of Trident Microsystems, Inc. All other company and product names are trademarks and/or registered trademarks of their respective owners. Features, pricing, availability and specifications are subject to change without notice.

For More Information
The Blueshirt Group for Trident Microsystems
Suzanne Craig or Maria Riley
Tel: +1-415-217-7722
Email: Suzanne@blueshirtgroup.com
Web site:http://www.tridentmicro.com

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Trident Microsystems, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

	June 30,			March 31,			June 30,
(In thousands)	2008			2008			2007
ASSETS
Current assets
Cash and cash equivalents	$	213,296		$	200,316		$	147,562
Investments		26,704			36,117			51,744
Accounts receivable, net		4,510			15,144			9,161
Inventories		8,680			11,300			16,263
Prepaid expenses and other current assets		12,863			16,505			13,668
Total current assets		266,053			279,382			238,398
Property and equipment, net		23,425			23,086			19,581
Intangible assets, net		8,428			9,671			12,845
Goodwill		1,432			1,372			—
Other assets		9,977			9,000			13,055
Total assets	$	309,315		$	322,511		$	283,879
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable (1)	$	10,889		$	14,531		$	19,313
Accrued expenses and other (1)		22,910			25,742			24,605
Income taxes payable		16,309			21,633			36,171
Total current liabilities		50,108			61,906			80,089
Long-term income taxes payable (2)		21,579			23,602			—
Deferred income tax liabilities		370			247			1,942
Total liabilities		72,057			85,755			82,031
Stockholders’ equity
Capital stock		208,360			203,290			179,448
Retained earnings		28,950			35,880			18,798
Accumulated other comprehensive income (loss)		(52	)		(2,414	)		3,602
Total stockholders’ equity		237,258			236,756			201,848
Total liabilities and stockholders’ equity	$	309,315		$	322,511		$	283,879

(1)	Certain Balance Sheet items have been reclassified to conform to the current year’s format. These classifications had no impact on previously reported net income.
(2)	On July 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). Implementation of FIN 48 resulted in the reclassification of $21.4 million to “Long-term income taxes payable”.

Trident Microsystems, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended									Fiscal Year Ended
	June 30,			March 31,			June 30,			June 30,			June 30,
(In thousands, except per share data)	2008			2008			2007			2008			2007
Net revenues	$	39,496		$	55,284		$	70,593		$	257,938		$	270,795
Cost of revenues (1)		22,736			29,972			38,577			137,912			141,688
Gross profit		16,760			25,312			32,016			120,026			129,107
Gross margin		42.4	%		45.8	%		45.4	%		46.5	%		47.7	%
Research and development expenses (2)		13,223			14,407			11,751			52,608			40,970
% of net revenues		33.5	%		26.1	%		16.6	%		20.4	%		15.1	%
Selling, general and administrative expenses (SG&A)		10,207			7,120			11,604			48,598			47,993
% of net revenues		25.8	%		12.9	%		16.4	%		18.8	%		17.7	%
Income (loss) from operations		(6,670	)		3,785			8,661			18,820			40,144
% of net revenues		(16.9	)%		6.8	%		12.3	%		7.3	%		14.8	%
Interest and other income (expense), net (3)		(5,152	)		(796	)		1,585			131			6,837
Income (loss) before income taxes		(11,822	)		2,989			10,246			18,951			46,981
% of net revenue		(29.9	)%		5.4	%		14.5	%		7.3	%		17.3	%
Provision for (benefit from) income taxes (4)		(4,892	)		3,216			3,485			8,799			16,673
% of net revenues		(12.4	)%		5.8	%		4.9	%		3.4	%		6.2	%
Income (loss) before cumulative effect of change in accounting principle		(6,930	)		(227	)		6,761			10,152			30,308
% of net revenues		(17.5	)%		(0.4	)%		9.6	%		3.9	%		11.2	%
Cumulative effect of change in accounting principle		—			—			—			—			(190	)
% of net revenues		0.0	%		0.0	%		0.0	%		0.0	%		(0.1	)%
Net income (loss)	$	(6,930	)	$	(227	)	$	6,761		$	10,152		$	30,118
% of net revenues		(17.5	)%		(0.4	)%		9.6	%		3.9	%		11.1	%
Basic net income (loss) per share
Prior to cumulative effect of change in accounting principle	$	(0.11	)	$	0.00		$	0.12		$	0.17		$	0.52
Cumulative effect of change in accounting principle		—			—			—			—			—
Basic net income (loss) per share	$	(0.11	)	$	0.00		$	0.12		$	0.17		$	0.52
Common shares used in computing basic per share amounts		60,390			59,369			57,748			59,367			57,637
Diluted net income (loss) per share
Prior to cumulative effect of change in accounting principle	$	(0.11	)	$	(0.00	)	$	0.11		$	0.16		$	0.48
Cumulative effect of change in accounting principle		—			—			—			—			—
Diluted net income (loss) per share	$	(0.11	)	$	(0.00	)	$	0.11		$	0.16		$	0.48
Common and common equivalent shares used in computing diluted per share amounts under GAAP basis		60,390			59,369			63,571			62,751			63,380

(1)&(2) - Based on management’s judgment, the Company has reclassified certain prior period balances from “Research and development” to “Cost of revenues” to conform to the current year presentation. These reclassifications did not impact any prior amounts of reported net income (loss), total assets, total liabilities, stockholders’ equity, and results of operations or cash flows. See the reconciliation for such reclassifications in the following table:

Reconciliation for R&D expenses reclassification:

	Three Months Ended									Fiscal Year Ended
	June 30,			March 31,			June 30,			June 30,			June 30,
	2008			2008			2007			2008			2007
Cost of revenues (1):
Balance before reclassification		21,710			29,105			37,471			134,452			138,142
Reclassification from research and development		1,026			867			1,106			3,460			3,546
Balance after reclassification		22,736			29,972			38,577			137,912			141,688
Research and development expenses (2):
Balance before reclassification		14,249			15,274			12,857			56,068			44,516
Reclassification to cost of revenues		(1,026	)		(867	)		(1,106	)		(3,460	)		(3,546	)
Balance after reclassification		13,223			14,407			11,751			52,608			40,970

(3)	Amounts in the three months and fiscal year ended June 30, 2008 included a $6.5 million impairment loss from the investment in UMC.
(4)	Amounts for each quarter and fiscal year ended, included the amortization of foreign taxes associated with intercompany profit on assets remaining within Trident’s group.

Trident Microsystems, Inc.

Non-GAAP Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended										Fiscal Year Ended
	June 30,			March 31,				June 30,			June 30,			June 30,
(In thousands, except per share data)	2008			2008				2007			2008			2007
Net revenues	$	39,496		$	55,284			$	70,593		$	257,938		$	270,795
Cost of revenues (1)		21,446			28,750				36,818			132,011			135,051
Gross profit		18,050			26,534		��		33,775			125,927			135,744
Gross margin		45.7	%		48.0	%			47.8	%		48.8	%		50.1	%
Research and development expenses (2)		10,717			10,542				9,297			38,803			31,999
% of net revenues		27.1	%		19.1	%			13.2	%		15.0	%		11.8	%
Selling, general and administrative expenses		6,584			6,690				5,941			26,555			24,762
% of net revenues		16.7	%		12.1	%			8.4	%		10.3	%		9.1	%
Income from operations		749			9,302				18,537			60,569			78,983
% of net revenues		1.9	%		16.8	%			26.3	%		23.5	%		29.2	%
Interest and other income (expense), net (3)		1,322			(1,000	)			1,585			3,859			6,621
Income before income taxes		2,071			8,302				20,122			64,428			85,604
% of net revenues		5.2	%		15.0	%			28.5	%		25.0	%		31.6	%
Provision for (benefit from) income taxes (4)		(4,892	)		3,216				3,485			8,799			16,673
% of net revenues		(12.4	)%		5.8	%			4.9	%		3.4	%		6.2	%
Net income	$	6,963		$	5,086			$	16,637		$	55,629		$	68,931
% of net revenues		17.6	%		9.2	%			23.6	%		21.6	%		25.5	%
Basic net income per share	$	0.12		$	0.09			$	0.29		$	0.94		$	1.20
Common shares used in computing basic per share amounts		60,390			59,369				57,748			59,367			57,637
Diluted net income per share	$	0.11		$	0.08			$	0.26		$	0.87		$	1.07
Common and common equivalent shares used in computing diluted per share amounts under non-GAAP basis (5)		63,541			63,067				64,516			63,840			64,520

(1)&(2) - Based on management’s judgment, the Company has reclassified certain prior period balances from “Research and development” to “Cost of revenues” to conform to the current year presentation. These reclassifications did not impact any prior amounts of reported net income (loss), total assets, total liabilities, stockholders’ equity, and results of operations or cash flows. See the reconciliation for such reclassifications in the following table:

Reconciliation for R&D expenses reclassification:

	Three Months Ended									Fiscal Year Ended
	June 30,			March 31,			June 30,			June 30,			June 30,
	2008			2008			2007			2008			2007
Cost of revenues (1):
Balance before reclassification		20,536			28,014			35,826			129,015			131,874
Reclassification from research and development (exlcuding stock-based compensation expense)		910			736			992			2,996			3,177
Balance after reclassification		21,446			28,750			36,818			132,011			135,051
Research and development expenses (2):
Balance before reclassification		11,627			11,278			10,289			41,799			35,176
Reclassification to cost of revenues (excluding stock-based compensation expense)		(910	)		(736	)		(992	)		(2,996	)		(3,177	)
Balance after reclassification		10,717			10,542			9,297			38,803			31,999

(3)	Amounts in the fiscal year ended June 30, 2008 included a $2.7 million foreign currency remeasurement loss related to income taxes payable in foreign jurisdictions, which resulted from the relative weakness of the U.S. dollar.
(4)	Amounts for each quarter and fiscal year ended, included the amortization of foreign taxes associated with intercompany profit on assets remaining within Trident’s group.
(5)	Common and common equivalent shares used to calculate non-GAAP diluted net income per share excluded all the unamortized stock compensation of stock options and restricted shares when determining whether the awards are anti-dilutive. We also excluded unamortized stock compensation from the assumed proceeds under the treasury stock method. Non-GAAP results for the three months and fiscal year ended June 30, 2007 have been adjusted to reflect such exclusion.

Trident Microsystems, Inc.

Reconciliation between net income (loss) on a GAAP basis and a non-GAAP basis:

	Three Months Ended								Fiscal Year Ended
	June 30,			March 31,			June 30,		June 30,			June 30,
(In thousands, except per share data, unaudited)	2008			2008			2007		2008			2007
GAAP net income (loss)	$	(6,930	)	$	(227	)	$	6,761	$	10,152		$	30,118
Amortization of intangibles
Cost of revenues		1,127			1,040			1,486		5,138			5,742
Selling, general and administrative expenses		146			108			167		588			603
Total amortization of intangibles (1)		1,273			1,148			1,653		5,726			6,345
Stock-based compensation expense
Cost of revenues		163			182			273		763			895
Research and development		2,596			2,388			2,454		12,418			8,901
Selling, general and administrative expenses		1,608			2,822			1,740		15,424			5,810
Total stock-based compensation expense (2)		4,367			5,392			4,467		28,605			15,606
Software license fees (3)		(90	)		1,477			—		1,387			—
Impairment loss on investment in UMC (4)		6,480			—			—		6,480			—
Capital gain on investments, net (5)		(6	)		(204	)		—		(2,752	)		(216	)
Section 409A stock compensation		—			—			—		—			127
Stock options related professional fees (6)		1,869			(2,500	)		3,756		6,031			16,761
Cumulative effect of change in accounting principle (7)		—			—			—		—			190
Non-GAAP net income	$	6,963		$	5,086		$	16,637	$	55,629		$	68,931
Basic net income per share	$	0.12		$	0.09		$	0.29	$	0.94		$	1.20
Common shares used in computing basic
per share amounts		60,390			59,369			57,748		59,367			57,637
Diluted net income per share	$	0.11		$	0.08		$	0.26	$	0.87		$	1.07
Common and common equivalent shares used in computing diluted per share amounts under non-GAAP basis		63,541			63,067			64,516		63,840			64,520

(1)	Amortization of intangible assets represents the amortization of identifiable intangible assets from the acquisition of Tiside and the purchase of the minority interests of the Company’s TTI subsidiary. Management deemed that these acquisition related charges are not related to Trident’s core operating performance and it is appropriate to exclude those charges from Trident’s non-GAAP financial measures, as it enhances the ability of investors to compare Trident’s period-over-period operating results.
(2)	Stock-based compensation expense relates primarily to the equity awards such as stock options and restricted stock. Stock-based compensation is a non-cash expense that varies in amount from period to period and is dependent on market forces that are often beyond Trident’s control. Hence, management excludes this item from the non-GAAP financial measures, as it enhances the ability of investors to compare Trident’s period-over-period operating results.
(3)	Software license fees represent an adjustment for prior software usage.
(4)	At June 30, 2008, based on the guidance prescribed in FSPs No. FAS 115-1 and FAS 124-1,The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, the Company determined that the decline in value of its investment in UMC was other than temporary. As a result, the Company recorded an impairment loss in the fourth quarter of fiscal year 2008 for this decline in value. This impairment loss has been excluded from non-GAAP net income.
(5)	The capital gain are excluded from the non-GAAP net income calculation. Management believes that such gains/losses on the sale of Trident’s investments are not related to the ongoing business and operating performance of Trident. As such, management believes that it is appropriate to exclude investment-related gains/losses from Trident’s non-GAAP financial measures. Management deemed that it can enhance the ability of investors to compare Trident’s period -over-period operating results.
(6)	Stock options related professional fees are excluded from the non-GAAP net income calculation. Management believes that these professional fees are not related to the Company’s ongoing business and operating performance. Amounts in the three months ended March 31, 2008 and fiscal year ended June 30, 2008 include insurance reimbursements for the Directors’ and Officers’ insurance, which partially offset the stock options related professional fees incurred.
(7)	The adoption of EITF 06-2 ,Accounting for Sabbatical Leave and Other Similar Benefits Pursuant to FASB Statement No. 43, Accounting for Compensated Absences,resulted in a cumulative effect from an accounting change of $0.2 million on sabbatical expenses for which expenses had already been recorded. Management deemed that those charges from the initial adoption of EITF 06-2 are not related to the Company’s ongoing business and operating performance.