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
April 24, 2007
Date of report (Date of earliest event reported)
Integrated Device Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-12695 94-2669985
(State of (Commission File Number) (IRS Employer
Incorporation) 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
(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))
Item 2.02. Results of Operations and Financial Condition.
The information in this Current Report, including Exhibit 99.1 attached
hereto, is furnished pursuant to Item 2.02 of this Form 8-K. Consequently, it is
not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities
of that section. It may only be incorporated by reference in another filing
under the Exchange Act or the Securities Act of 1933, as amended, if such
subsequent filing specifically references this Current Report.
On April 26, 2007, Integrated Device Technology, Inc. (the "Company")
announced its results of operations and financial condition as of and for the
quarter ended April 1, 2007 in a publicly disseminated 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.
The foregoing description is qualified in its entirety by reference to
the Company's press release dated April 26, 2007, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 25, 2007, the board of directors of the Company approved
certain updates to the Company's Incentive Compensation Plan ("Incentive
Compensation Plan") in which the Company's executive officers (including the
Chief Executive Officer) are eligible to participate. The Incentive Compensation
Plan provides for certain cash incentive compensation for the Company's eligible
employees for the achievement of certain individual, unit and Company-wide
performance goals. The Incentive Compensation Plan was established to align
employee goals and efforts with the Company's goals and direction. The Incentive
Compensation Plan is intended to encourage outstanding performance, share the
benefits of successful Company performance with eligible employees, enhance
teamwork and support a consistent process for establishing, measuring and
rewarding performance.
For fiscal year 2008, the board of directors approved specific
threshold, target and maximum performance values for Company-wide performance
based on the Company's non-GAAP earnings per share ("EPS"). The payout scale
under the Incentive Compensation Plan will have specific achievement levels
assigned to each EPS value, with the level of the Company's achievement of the
target EPS value resulting in an achievement factor expressed as a percentage.
For fiscal year 2008, if the Company does not meet the minimum EPS value, a 0%
EPS achievement factor is applied; if the Company meets the minimum EPS value, a
threshold 50% EPS achievement factor is applied; and if the Company meets the
target EPS value, the target 110% EPS achievement factor is applied. The maximum
EPS achievement factor for fiscal year 2008 is 200%.
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In addition, on April 24, 2007, the compensation committee of the board
of directors approved annual cash bonus awards earned during fiscal year 2007
for certain executive officers and other key employees under the Incentive
Compensation Plan. As approved, the Company will pay a fiscal year-end cash
bonus award to the Company's named executive officers as follows: Gregory S.
Lang, $351,583; Clyde R. Hosein, $139,710; Chuen-Der Lien, $112,878; Mike
Hunter, $87,985; and Jimmy J. M. Lee, $130,663. The year-end cash bonus award
payments for fiscal year 2007 are net of mid-year payments made in November
2006, which payments were disclosed in the Current Report on Form 8-K filed by
the Company on November 17, 2006. Lastly, at the Board meeting on April 25,
2007, the Board approved a base salary for the CEO, Mr. Lang, of $600,000 to be
effective in May 2007.
The Company intends to provide additional information regarding the
compensation awarded to the named executive officers for the 2007 fiscal year in
the Company's proxy statement for the 2007 Annual Meeting of Stockholders, which
is expected to be filed with the Securities and Exchange Commission in July
2007.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated April 26, 2007.
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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: April 26, 2007
INTEGRATED DEVICE TECHNOLOGY, INC.
By: /s/ Clyde R. Hosein
-----------------------------------------
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 April 26, 2007.
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