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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): August 16, 2006
PERICOM SEMICONDUCTOR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
California
(State or Other Jurisdiction of Incorporation)
0-27026 77-0254621
(Commission (I.R.S. Employer
File Number) Identification No.)
3345 North First Street, San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
(408) 435-0800
(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 (17CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e-4(c))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 16, 2006, Pericom Semiconductor Corporation issued a press release
announcing earnings for the fiscal fourth quarter ended July 1, 2006. A copy of
the press release is attached as Exhibit 99.1.
The information in this Item 2.02 and the attached exhibit of this current
report on Form 8-K is furnished pursuant to Item 12 and shall not be deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On August 15, 2006, management of the Company advised the Company's Audit
Committee that it had made a determination that its method of accounting for
certain capitalized new product research and development costs was inconsistent
with generally accepted accounting principles. Management and the Audit
Committee also discussed this matter with the Company's independent registered
public accounting firm, Burr, Pilger & Mayer LLP. As a result, the Audit
Committee concurs with management's conclusion that the prior accounting for
certain capitalized new product research and development costs was in error and
will require a restatement of its financial statements for the quarters ended
October 1, 2005, December 31, 2005 and April 1, 2006. The restatement relates to
the accounting treatment of certain capitalized mask production costs that were
incorrectly amortized as research and development expense when it should have
been amortized as cost of sales. Accordingly, the Company has determined that
its previously issued financial statements for the quarters ended October 1,
2005, December 31, 2005 and April 1, 2006, should no longer be relied upon.
The Company anticipates filing the corrections to its financial statements in
conjunction with the filing of its Annual Report of Form 10-K for the year ended
July 1, 2006.
Management is considering the effect of these restatements on its evaluation of
disclosure controls and procedures and internal controls over financial
reporting.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(d) Exhibits.
The exhibit listed below is being furnished with this Form 8-K.
Exhibit
Number Description
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99.1 Press Release issued by Pericom Semiconductor Corporation dated
August 16, 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.
PERICOM SEMICONDUCTOR CORPORATION
By: /s/ Alex Hui
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Alex Hui
President, Chief Executive Officer
By: /s/ Angela Chen
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Angela Chen
President, Chief Financial Officer
Date: August 16, 2006