UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 8, 2005
Date of Report (Date of earliest event reported)
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Integrated Device Technology, Inc.
(Exact name of registrant as specified in charter)
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Delaware 0-12695 94-2669985
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
6024 Silver Creek Valley Road, San Jose, California, 95138
(Address of principal executive offices) (Zip Code)
(408) 284-8200
(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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))
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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 November 8, 2005, Integrated Device Technology, Inc. (the "Company")
announced its results of operations and financial condition as of and for the
quarter ended October 2, 2005 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, in addition to acquisition related
charges, the results for the quarter ended October 2, 2005 exclude costs related
to the consolidation of our Northern California facilities, restructuring
related expenses in connection with the actions taken over the last two
quarters, including the closure of our Philippines manufacturing facility, and
gains realized on the sale of assets held in connection with the earlier closure
of our Salinas manufacturing facility. The results for the quarter ended July 3,
2005 also exclude tax benefits related to the net reduction in tax reserves as a
result of a partial settlement with the IRS. 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 foregoing description is qualified in its entirety by reference to
the Company's Press Release dated November 8, 2005, a copy of which is attached
hereto as Exhibit 99.1.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated November 8, 2005.
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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: November 8, 2005
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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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated November 8, 2005.
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