8-K

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

Date of Report (Date of Earliest Event Reported): April 17, 2008

SIRF TECHNOLOGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-50669	77-0576030
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
217 Devcon Drive San Jose, California		95112
(Address of principal executive offices)		(Zip Code)

(408) 467-0410

(Registrant’s telephone number,

including area code)

N/A

(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 obligations 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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 17, 2008, Dr. Michael L. Canning, President and Chief Executive Officer of SiRF Technology Holdings, Inc., (the “Company”) and a member of the Board of Directors resigned from each of the foregoing positions effective at such time.

(c) On April 17, 2008, the Company appointed Mr. Diosdado P. Banatao as Executive Chairman and Interim President and Chief Executive Officer effective at such time. Mr. Banatao, age 61, has served as the Company’s Chairman of the Board of Directors since the Company’s inception and has served as a managing partner of Tallwood Venture Capital, a venture capital firm, since June 2000. From January 1998 to May 2000, Mr. Banatao served as a venture partner at Mayfield Fund, a venture capital firm. Mr. Banatao founded S3 Incorporated (now SonicBlue Incorporated), a provider of consumer digital entertainment products, where he served as President and Chief Executive Officer from January 1989 until January 1992 and as Chairman from January 1992 to December 1997. Mr. Banatao also co-founded Chips & Technologies and Mostron. Mr. Banatao holds a B.S. in electrical engineering from the Mapua Institute of Technology and an M.S. in electrical engineering and computer science from Stanford University.

On April 17, 2008, the Company issued a press release announcing the departure of Dr. Canning and the appointment of Mr. Banatao, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated April 17, 2008.

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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 23, 2008

SIRF TECHNOLOGY HOLDINGS, INC.
By:	/s/ Geoffrey Ribar
	Geoffrey Ribar Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 17, 2008.

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EX-99.1

Exhibit 99.1

Investors and Shareholders:

Dennis Bencala

SiRF Technology Holdings, Inc.

(408) 392-8314

dbencala@sirf.com

FOR IMMEDIATE RELEASE

SiRF Appoints Diosdado Banatao as Executive Chairman

Michael Canning Resigns as President and CEO

SAN JOSE, Calif. – April 17, 2008 – SiRF Technology Holdings, Inc. (NASDAQ: SIRF) today announced that Michael L. Canning has resigned effective immediately as CEO and president and as a member of its board of directors. Diosdado P. Banatao, a founder, and chairman of SiRF’s board of directors, has been appointed executive chairman and has assumed the role of interim president and CEO.

“Establishing SiRF as a market leader in the location technology field and taking the company public has been a rewarding experience for me” said Mr. Canning. “I continue to believe in the market opportunities for location enabled devices and I wish SiRF continued success”.

“We are very appreciative of Michael’s contribution to the success of SiRF and wish him all the best” said Mr. Banatao. “We started SiRF with a vision to bring GPS to consumers and I am very excited about leading the company to the next level.”

Mr. Banatao has served as Chairman of SiRF’s board of directors since inception and was the initial outside investor in SiRF. Mr. Banatao is a managing partner at Tallwood Venture Capital. Mr. Banatao was previously a venture partner at Mayfield Fund. Mr. Banatao founded S3 Incorporated, now SonicBlue Incorporated, where he served as president and Chief Executive Officer from January 1989 until January 1992 and as Chairman from January 1992 to December 1997, and co-founded Chips & Technologies and Mostron. Mr. Banatao holds a B.S. in electrical engineering from the Mapua Institute of Technology and an M.S. in electrical engineering and computer science from Stanford University.

About SiRF Technology Holdings, Inc.

SiRF Technology Holdings, Inc. develops and markets semiconductor and software products that are designed to enable location-awareness utilizing GPS and other location technologies, enhanced by wireless connectivity capabilities such as Bluetooth, for high-volume mobile consumer devices and commercial applications. SiRF’s technology has been integrated into mobile consumer devices, such as automobile navigation systems, mobile phones, PDAs, GPS-based peripherals and handheld GPS navigation devices, and into commercial applications, such as location services, asset tracking devices and fleet management systems. SiRF markets and sells its products in three target platforms: wireless handheld devices, such as mobile phones; automotive electronics systems, including navigation and telematics systems; and consumer and compute devices, including personal digital assistants, notebook computers, recreational GPS handhelds, mobile gaming machines, digital cameras and watches. Founded in 1995, SiRF is headquartered in San Jose, Calif., and has sales offices, design centers and research facilities around the world. The company trades on the Nasdaq Stock Exchange under the symbol SIRF. Additional information about SiRF and its Location Technology solutions can be found at www.sirf.com.

FORWARD-LOOKING STATEMENTS:

Except for the historical information contained herein, the matters set forth in this press release, including but not limited to, our revenue expectations, consumer demand, our ability to complete the restructuring by September 2008 and our anticipated expense reductions and restructuring charges, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “to,” “being,” “possible,” “may,” “address,” “designed to,” “provide,” “anticipate,” “believe,” “expect,” “plan,” “will,” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and reported results should not be considered as an indication of future performance. SiRF’s actual results could differ materially from those discussed in these forward-looking statements as a result of risks and uncertainties, including, among others, the market for GPS-based location awareness capabilities, our ability to keep pace with rapid technological change, the semiconductor industry, international operations and our ability to compete, our ability to successfully integrate acquired businesses and other risks and uncertainties discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and from time to time in SiRF’s SEC reports. These forward-looking statements speak only as of the date hereof. We do not undertake any obligation to update forward-looking statements.

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