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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Original Report (Date of earliest event reported):
October 26, 2004
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ATMEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-19032 77-0051991
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2325 Orchard Parkway
San Jose, CA 95131
(Address of principal executive offices, including zip code)
(408) 441-0311
(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 (see General Instruction A.2. below):
|_| 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))
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Explanatory Note
This Form 8-K/A amends an earlier report on Form 8-K filed by Atmel Corporation
on October 26, 2004 (such report is referred to herein as the "Original Report")
to (i) correct certain information regarding Atmel's income tax provision and
(ii) clarify that the information filed under the heading "Item 7.01 Regulation
FD Disclosure" in the Original Report was intended to be filed under the heading
"Item 2.02 Results of Operations and Financial Condition."
Item 2.02. Results of Operations and Financial Condition
On October 26, 2004, Atmel Corporation issued a press release discussing
its financial results for the third quarter ended September 30, 2004. A
copy of the press release was attached as Exhibit 99.1 to the Original
Report.
Following the issuance of such press release, Atmel Corporation revised
its preliminary calculation of the provision for income taxes for the
third quarter ended September 30, 2004 and the estimate for the fourth
quarter of 2004. On November 9, 2004, Atmel Corporation issued a press
release updating the provision for income taxes and related loss per share
results for the quarter ended September 30, 2004. A copy of the press
release is attached as Exhibit 99.2. Please see Atmel Corporation's 10-Q
for the third quarter 2004 filed November 9, 2004 for complete information
regarding Atmel Corporation's financial results.
This information shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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99.1 Press release, dated as of October 26, 2004, entitled "Atmel
Reports Third Quarter Earnings Results" (which is incorporated
by reference to Exhibit 99.1 to the Registrant's Current
Report on Form 8-K filed on October 26, 2004)
99.2 Press release, dated as of November 9, 2004, entitled "Atmel
Files 10-Q"
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.
Atmel Corporation
(Registrant)
By: /s/ Francis Barton
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Francis Barton
Executive Vice President and
Chief Financial Officer
Date: November 9, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release, dated as of October 26, 2004, entitled "Atmel
Reports Third Quarter Earnings Results" (which is incorporated
by reference to Exhibit 99.1 to the Registrant's Current
Report on Form 8-K filed on October 26, 2004)
99.2 Press release, dated as of November 9, 2004, entitled "Atmel
Files 10-Q"