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): May 27, 2008

 ZiLOG, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-13748	13-3092996
(State or other Jurisdiction of  Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

6800 Santa Teresa Boulevard

San Jose, California 95119

(Address of principal executive offices, including zip code)

(408) 513-1500

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Item 7.01  Regulation FD Disclosure.

On May 16, 2008, ZiLOG, Inc. (the “Company”) received an unsolicited conditional proposal from Ixys Corporation (“Ixys”) to acquire all of the Company’s common stock for $4.50 per share to be paid in an unspecified mix of Ixys stock and cash.  Consistent with its fiduciary obligations, the Company’s board of directors will evaluate the Ixys proposal carefully and promptly in the context of the Company’s strategic plan and other potential alternatives and will pursue the course of action which, in their good faith judgment, best serves in the best interests of all stockholders.

The Company is publicly releasing details of its three-year financial plan furnished herewith in order to provide its investors with greater visibility of its financial plan in a manner consistent with Regulation FD.

The investor presentation is attached as Exhibit 99.1 hereto.  The exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing for the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
		99.1	ZiLOG, Inc. Investor Presentation dated May 27, 2008.

2

 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.

Date: May 27, 2008

ZiLOG, INC.
By:	/s/ Perry Grace
	Perry Grace
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	ZiLOG, Inc. Investor Presentation dated May 27, 2008.

4

EX-99.1

1

Microcontroller

Wireless Control

Secure Transactions

Zilog Market Segments

Exhibit 99.1

Investor PresentationMay 2008

2

Non-GAAP Financial Measures

This presentation makes reference to certain Non-GAAP financial measures.Management believes that these Non-GAAP
measures are useful measures of operating performance and liquidity because they exclude the impact of certain items, such as
amortization of intangible assets, stock-based compensation, depreciation, non-operating interest, income taxes and special
charges.However, these Non-GAAP measures should be considered in addition to, not as a substitute for, or superior to, net
loss and net cash provided by (used in) operating activities, or other financial measures prepared in accordance with GAAP.
Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures are included in the Appendix to
the Zilog Investor Presentation furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated May 27, 2008 and
can be accessed through Zilog’s Investor Relations website at http://www.zilog.com

Forward-Looking Statements

This presentation contains forward-looking statements that involve risks and uncertainties concerning Zilog’s projected financial
performance (including those related to Zilog’s expectations for its financial performance and the markets as a whole for fiscal
and calendar years 2009, 2010 and 2011 and, in the case of the POS market, 2012 and 2013), potential stock price ranges
based on Adjusted EBITDA multiples, as well as Zilog’s strategic and operational plans.These forward-looking statements
relating to expectations, plans or prospects for Zilog, Inc. are based upon the current expectations and beliefs of Zilog's
management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. For example, delays in the ramp of its 32-bit products or weakness in its 8-bit
classic products could negatively impact Zilog’s fiscal years 2009, 2010 and 2011 and beyond.Zilog’s projections are based in
part on projections from customers that may or may not come to fruition. Whether or not Zilog achieves anticipated revenue
depends on such things as how quickly Zilog is able to convert customer design wins to production and whether or not the
project in question is a commercial success.This presentation also contains estimates of the size of several key markets for
Zilog’s products.Since many of Zilog's markets are unique, there is not necessarily good independent data to support market
size. Consequently, Zilog's estimates could vary materially with the actual market size and the ultimate success of the market
may be influenced by consumer spending and/or competing technologies.Zilog has provided an illustrative future share price
analysis based on Adjusted EBITDA multiples.Zilog’s actual share price will be impacted by many factors other than its
Adjusted EBITDA, including general market conditions, the trading price of comparable companies in Zilog’s industry and
securities analyst’s perspectives on Zilog’s future prospects.Any of these factors could cause actual results to differ materially
from those provided even if Zilog’s Adjusted EBITDA falls within the specified ranges.For a detailed discussion of these and
other cautionary statements, please refer to the risk factors discussed in filings with the U.S. Securities and Exchange
Commission ("SEC"), including but not limited to, Zilog's Annual Report on Form 10-K for the fiscal year ended March 31, 2007,
and any subsequently filed reports. All documents also are available through the SEC's Electronic Data Gathering Analysis and
Retrieval system (EDGAR) at http://www.sec.gov or from Zilog's website.

Safe Harbor Disclaimer

3

Executive Overview:What we’ve done

We refocused the company on market segments where we can win

We have significantly lowered our sales break even point

We are executing to our strategic long range growth plan

Our R&D dollar investments on new products and IP are translating
into revenue with end customer demand

We have a solid cash position with minimal debt and capital
requirements

We have a committed and experienced new management team to
implement our growth strategy

4

Company Overview - - View from the top

Corporate Overview - where we are today

Growth Strategy - where we are going

Conclusion - increasing shareholder value

5

Company Overview - - View from the top

Corporate Overview - where we are today

Growth Strategy - where we are going

Conclusion - increasing shareholder value

6

Our Vision

Do a great job for our customers, shareholders,
and employees by creating innovative Application
Specific Embedded Solutions

Our Mission

Profitably grow our 8-16-32 bit businesses and
become the #1 supplier of 32 bit ARM®
secured transaction application solutions

Our Value

Zilog is the trusted brand for providing silicon,
system-on-chip solutions, quality development
tools, and board level designs that provide rapid
development in next generation products

OurVision - - Mission - Value

7

$82

$67

$82

$98

$113

*Outlook

Revenue in Millions ($M)

Sales Summary Trend by Business Group

8

3.9

6.8

9.7

5.2

New Products continue to grow

–32 bit Zatara

–8-bit Embedded Flash

–Zdots® SBC

–32 bit CortexTM-M3

–Crimzon Flash for Universal IR
remote controls

Stabilize and Leverage Classic
products for Growth

–Product Roadmaps extended

–New Distribution design
opportunities

–Litho shrinks

67%
of
total

45%
of
total

54%
of
total

62%
of
total

71%
of
total

$113

$82

$67

$82

$98

Classic includes 8-bit: Z8, Z80, SCCs

New Products include remote control solutions, 8-bit Embedded Flash, ZataraTM

*Outlook

Revenue in Millions ($M)

$79

$90

Note:Fiscal Year 2005 shown on a proforma basis following the Company’s change from a calendar to a March 31st fiscal year

34%
of
total

27%
of
total

Sales Summary Trend - New products

9

FY08

–Lower gross margin due to lower Classic
product sales

–Lower gross margin due to flash cost
structure

–Inefficiencies as production test is
outsourced

FY09-FY11:Gross margin improvement

–32 bit Zatara ramps

–Flash product margins improve due to
lower cost structure

–CortexTM-M3 Products

–Yield Improvement

–Improved wafer cost

–Outsourcing Test

–Lower geometry technologies

Actuals

Outlook

Gross Margin Trend

10

Comments:

Lower sales break-even compared
to FY ’07:

• FY ’08 downby $14M
(actual)

• FY ’09 down by $20m
(expected)

12% reduction in S,G, & A in FY
’08, increase over time function of
revenue increase

20% reduction in R&D in FY ’08
and steady investment rates FY ’09
thru FY ‘11

$20M+ annual adjusted EBITDA by
FY ‘11

Fully outsourced manufacturing
model with minimal CapEx
requirements

FY ’09 Outlook for Net Income
expectations updated to 5 cents per
share from a range of 5 to 10 cents
per share previously. Outlook reflects
update to estimate of non-cash
charges associated with stock
compensation expense.

Notes

1.EBITDA, Adjusted as defined in quarterly earnings releases and reconciled in exhibits attached

2.Minimal tax provision in FY09-11 as company expects to use historical tax NOL’s

Financial Model Summary

11

Company Overview - - View from the top

Corporate Overview - where we are today

Growth Strategy - where we are going

Conclusion - increasing shareholder value

12

8 bit Market is flat but huge

–High volumes but lower ASP’s

16 bit Market is being squeezed

–Automotive is the only highlight

32 bit Market is the highest growth

–Consumer

–Industrial Control

–Automotive

ARM is the fastest growing, most
dominant MPU/MCU architecture in units

–61.4% MSS in 2006

Flash MCUs accounted for 59% of sales
in 2007 ($8.0B)

–Forecasted to increase to 63% by
2011 ($12.2B)

Source:Estimates from Semico Research 2008

Embedded MCU Market Overview

13

Secure Transactions

Our Mission:

Become the #1 supplier of 32 bit ARM®
secure transaction application solutions

Secure Transactions Growth Objectives

Our Objectives:

Launch and ramp our 32 bit ARM® processor into the Market - DONE

Obtain a prominent position at the top 5 POS customers - 3 of 5 DONE today

Continually create defendable, innovative IP that defines our “value proposition”

Execute relevant Investment, Acquisition, and Alliance (IAA) strategies to win in
the POS ecosystem

Enabling our world-wide distribution network

14

Point of Sale:upside opportunities

High end device segment

–FY2009:~10% of ~$130M market

–FY2011:~26% of ~$180M market

Low/mid device segment

–FY2011:~3%+ of total MSS with
CortexTM-M3

5 year target:50%+ MSS

Adjacent markets

Engagements underway

Key focus areas:

–Mobile Payment

–Gas Pumps

–Secure PC

–Secure Postage

POS Revenue Ramp (in US$M)

Device Segment	FY2008	FY2009*	FY2010*	FY2011*
High end	$2,100	$10,500	$15,000	$20,000
Low/Mid			$2,000	$4,000
Total	$2,100	$10,500	$17,000	$24,000

*Outlook

Market projection based on market research including customer feedback, Nilsson Report & estimated Average Selling Prices

Zatara brand is a trademark of Zilog, Inc.

Cortex-M3 brand is a trademark of ARM

Information provided refers to Fiscal Year Periods

TAM/Zilog MSS Projections

Secure Transactions/POS Growth Strategy

15

Microcontroller

Our Mission:

Profitably grow and differentiate our
8/16/32 bit business

Microcontroller Growth Objectives

Our Objectives:

Delivered our new Flash products to the market

Compete aggressively in the 8/16/32 bit business

Drive cost reductions everywhere

Differentiate through our Ethernet-Zdots® SBCs, ePIRTM with Sigma Delta
TechnologyTMSolutions

Execute relevant Investment, Acquisition, and Alliance (IAA) strategies

16

Sustain Classic revenue

–Continued demand in new apps

–Distribution turned on

–Marketing campaign to increase
visibility

Grow 8bit flash

–Focus on differentiation & Zdots®
SBC module solutions

–Intelligent Power/Green

–ePIRTM with Sigma-Delta
TechnologyTM

–Ethernet connectivity

–Wireless

Grow 32-bit ARM® CortexTM-M3
based embedded business

–Target applications based on
leveraging existing customer
relationships

–Examples:USB for Docking
Stations, Green Energy Solutions

Project 25% overall Microcontroller growth from
FY09-FY11 based on currentdesignopportunities

*Outlook

Zilog Revenue Outlook

$58

$45

$48

$56

$62

Revenue in Millions ($M)

Information provided refers to Fiscal Year Periods

Microcontroller Growth Strategy

17

Zilog can provide proprietary designs

New Direction:Module Solutions
Introduced Zdots® Single Board Computer

Complete systems

–Processor

–Flash

–Memory

–Application specific software stack

Faster Time to Market

Upgradeability paths

Small form factor

Fully customize-able

Launched our first Wired Zdots SBC
in July 2007

18

Wireless Control

Our Objectives:

Be the #1 Universal Remote Control Solution Provider

Maintain our world class ZBase control database solutions

Extend our 8 bit leadership by winning the high end with our 32 bit ARM®

Execute relevant Investment Acquisition, and Alliance (IAA) strategies to win in
the Wireless Control Ecosystem

Our Mission:

Profitably grow our 8/16/32-bit solutions
and expand our ZBASE® capabilities

Wireless Control Growth Objectives

19

Lead with flexible, low power
OTP, ROM & flash Crimzon®
silicon, ZBASE® and CortexTM-M3

Extend DB into home control and
energy management (ex: Aircon)

Drive new business by partnering
on whole remote control solutions

Expand IP base

–2-way wireless support

–Learning functionality

–Z-ButlerTM

TAM/Zilog Revenue Outlook

*Outlook

Revenue in Millions ($M)

Wireless Control/UIR Revenue Outlook

(in US$M)

FY2007	FY2008	FY2009*	FY2010*	FY2011*
$24.0	$20.5	$23.1	$24.4	$26.9

Information provided refers to Fiscal Year Periods

Wireless Control/UIR Growth Strategy

20

Research & Development

Significant reduction in costs

–Wafer manufacturing outsourced during
FY ‘02 through FY ‘04

–Production test outsource to be
completedSeptember 2008

–Outsource model yielding results

–Example (Figure I):~50% cost
reduction on flagship product

New roadmaps leverage past R&D
spend

R&D investment as a percentage of
revenue is expected to decrease over
next 3 yrs (Figure II)

–From 25% FY08 16% FY11

Cost Reduction Example

Figure II

Today

Oct 2007

Figure I

Engineering Focus: Efficiencies/Cost Reduction

21

Design Win Opportunities

(Registrations)

Solid Marketing Plan based on the “4 Ps”

–Product:product roadmaps in place;
implemented market based planning process

–Promotion:corporate brand refresh,
updated product collateral, website &
sampling

–Price:market based pricing curves, new
customer management tool

–Place:worldwide & geography-based
distribution co-marketing

Sales focus: expanding customer base &
distribution channel reach

–Increasing revenue at strategic accounts

–Expanding reach of distribution channel
through training and incentives programs

–IncreasingWW design win opportunities;
63% quarter to quarter

–Increasingcustomer base; 23% quarter to
quarter

Sales/Marketing Focus:
Increase revenue by re-engaging Customers & Distis

22

ePIR™

Z-BaseTM

Z-PIC™

Zatara™

New Innovations

New Packaging & Modules

Growing IP Portfolio

211 U.S. Patents Issued to Date*

Z-ButlerTM

Many more pending

* As of 5/22/08

Intellectual Property (IP) Strategy:
IP driving differentiation

23

Company Overview - - View from the top

Corporate Overview - where we are today

Growth Strategy - where we are going

Conclusion - increasing shareholder value

24

Conclusion: Increasing Shareholder Value

We refocused the company on market segments where we can win

–We have clear and differentiated product roadmaps

–We have defined our IP strategy for these markets

We significantly lowered our sales break even point

We are executing to our strategic long range growth plan

–Our first 32 bit ARM® for POS is ramping

–Flash cost reductions and new pricing opening new market opportunities

–Crimzon™ low power Flash with Z-Base® providing market leadership

–New distribution programs with Classic products providing growth
opportunities

–Restructured entire company for scalability, lower cost, higher output, and
core competency focused on hardware and software integration

R&D dollar investments on new products and IP are translating into
revenue with end customer demand

Solid cash position with minimal debt and capital requirements

Committed and experienced new management team to implement
growth strategy

25

Significant Opportunity for Standalone Equity Value Appreciation

Significant IP

Additional Components of Value Provides Upside

Tax NoLs

Intangibles

Over $45M in Tax NoLs

Brand Name

Sales Channel

Development Tools

Valuation: Significant Upside Opportunity

211 U.S and non U.S. patents issued and more pending

Unique global database of IR codes

ePIRTM with Sigma-DeltaTM Technology, Z-ButlerTM, ZBASE®, ZataraTM, Zdots®

26

EXHIBITS

27

Non GAAP Financial Information Reconciliation