8-K

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):

February 6, 2008

ATMEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19032	77-0051991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2325 Orchard Parkway
San Jose, CA 95131
(Address of principal executive offices, including zip code)

(408) 441-0311
(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))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 1.01. Entry Into a Material Definitive Agreement.

On February 6, 2008, Atmel Corporation (“Atmel”) and its wholly-owned subsidiary, Atmel UK Holdings Limited (“Atmel UK”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Mr. Harald Philipp, the majority shareholder of QRG Limited, a corporation organized under the laws of the England and Wales (“QRG”).

Under the terms of the Share Purchase Agreement, Atmel UK will acquire all of the outstanding shares of capital stock of QRG held by Mr. Philipp. Atmel UK has also entered into separate share purchase agreements with all other shareholders of QRG (the “Minority Shareholders’ Agreements”) to acquire the remaining shares of capital stock of QRG, the consummation of which are conditioned upon the closing of the purchase of Mr. Philipp’s shares under the Share Purchase Agreement. The aggregate consideration to purchase all of the issued and outstanding shares and options of QRG is approximately $130 million, consisting of (1) an initial cash payment of approximately $88 million payable to QRG shareholders and optionholders upon the closing under the Share Purchase Agreement and Minority Shareholders’ Agreements (the “Closing”); and (2) up to an additional approximately $42 million in cash and Atmel common stock, the ratio of which will be determined by Atmel at Closing, payable to Mr. Philipp upon the satisfaction of certain contingencies over the next three years. Approximately $13 million of the initial cash payment payable to Mr. Philipp will be placed in escrow to satisfy certain indemnification obligations described in the Share Purchase Agreement.

Consummation of the transactions described above are subject to certain conditions, including the approval of the German Federal Cartel Office (Bundeskartellamt) under applicable German antitrust laws.

Item 7.01. Regulation FD Disclosure.

On February 6, 2008, Atmel issued a press release announcing that it had entered into the Share Purchase Agreement, a copy of which is attached hereto as an exhibit.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated as of February 6, 2008, entitled “Atmel to Acquire Quantum Research Group - A Leading Developer of Touch Sensing Technologies.”*

^* This exhibit is “furnished” as part of this Current Report on Form 8-K and not “filed” for purposes of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section and may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 if, and to the extent that, such subsequent filing specifically references this exhibit.

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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.

	Atmel Corporation
Date: February 12, 2008	By:	/s/ Robert Avery
		Robert Avery
		Vice President Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No	Description
99.1	Press release, dated as of February 6, 2008, entitled “Atmel to Acquire Quantum Research Group - A Leading Developer of Touch Sensing Technologies.”

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EX-99.1

Exhibit 99.1
 

     

Atmel to Acquire Quantum Research Group - A Leading Developer of Touch Sensing Technologies

Acquisition Expands and Strengthens Atmel’s Proprietary Microcontroller Product Portfolio

SAN JOSE, Calif., Feb 06, 2008 /PRNewswire-FirstCall via COMTEX News Network/ - Atmel(R) Corporation (Nasdaq: ATML) today announced that it has signed a definitive agreement to acquire Quantum Research Group Ltd. (“Quantum”), the leading independent developer of capacitive sensing IP and solutions for user interfaces. The acquisition of Quantum provides Atmel with an immediate presence in touch sensing, one of the fastest growing markets for microcontrollers. The acquisition is expected to be accretive to Atmel’s net income per share in the fourth quarter of 2008 and thereafter.

“This transaction is an important step in our strategy to expand and strengthen our proprietary microcontroller product portfolio and accelerate Atmel’s profitable growth,” said Steve Laub, Atmel’s President and Chief Executive Officer. “The market for touch sense technologies is experiencing explosive growth, and Quantum has been a pioneer in this market since its founding in 1996. Indeed, Quantum’s technology has revolutionized the way consumers experience and interact with electronics. By integrating Quantum’s capacitive sensing capabilities with Atmel’s microcontroller technology, we will be able to offer best-in-class user interface solutions that we expect to differentiate Atmel and drive significant growth. In addition, we expect to substantially increase Quantum’s customer reach by leveraging Atmel’s global sales and marketing network. This acquisition is a natural extension of the partnership we have had with Quantum. We look forward to capitalizing on each company’s technology leadership and the product synergies created by this transaction to deliver even greater value to our customers and shareholders.”

Offering a wide variety of touch and proximity sensing solutions, privately-held Quantum is the leading independent supplier of capacitive sensing solutions. Capacitive sensing products are rapidly penetrating the overall touch sensing technology market, which is expected to grow from over $1 billion in 2007 to more than $3 billion in 2011(1). Touch sensing in mobile phones alone is expected to grow from 50 million units in 2007 to 400 million units by 2011(2). Quantum’s innovative touchpad navigation technologies support a wide range of markets and applications, including mobile phone handsets, consumer electronics (such as personal media players and audio/video systems), home appliances, home security, PC peripherals, medical, automotive, and industrial equipment. Quantum’s products are sold to an extensive base of blue chip customers including all of the world’s leading mobile phone handset manufacturers as well as General Electric, LG Electronics, Philips, Samsung, Siemens VDO Automotive, Sony, Toshiba, Whirlpool, and others.

“As our IP has been optimized to run on Atmel’s microcontrollers, the acquisition will allow Quantum to significantly expand and support its capacitive touch customer base by allowing us to make use of Atmel’s broad technical and sales resources,” said Hal Philipp, Chief Executive Officer of Quantum Research Group. “We are delighted to join with Atmel and look forward to jointly capitalizing on the many benefits created by this transaction.”

Terms and Approvals

Under the terms of the agreement, Atmel will pay approximately $88 million in cash at closing. Upon the satisfaction of certain contingencies over the next three years, certain Quantum shareholders may also receive up to an additional $42 million in cash and Atmel common stock, the ratio of which will be determined by Atmel at closing.

The acquisition has been approved by Atmel’s Board of Directors and is expected to close in the first quarter of 2008, subject to customary closing conditions and regulatory approval. Following the completion of the transaction, Quantum will become part of Atmel’s microcontroller business unit, and Mr. Philipp will join Atmel.

Conference Call

Atmel will hold a teleconference to discuss this transaction as well as its fourth quarter and full year 2007 financial results at 2:00 p.m. PT today. The conference call will be webcast live and can also be monitored by

dialing 1-800-374-0405 or +1-706-634-5185. The conference ID number is 31494328 and participants are encouraged to initiate their calls at least 10 minutes in advance of the 2:00 p.m. PT start time to ensure a timely connection. The webcast can be accessed at http://www.atmel.com/ir/ and will be archived for 12 months.

A replay of the conference call will be also available today at approximately 5:00 p.m. PT and will run for 48 hours. The replay access numbers are 1-800-642-1687 within the U.S. and 1-706-645-9291 for all other locations. The access code is 31494328.

About Quantum Research Group

Quantum is a leading provider of capacitive touch sense products and technologies. The Company’s award winning QTouch(TM) and QMatrix(TM) technologies are embedded in over 30 dedicated touch sense controllers from Quantum as well as licensed to silicon partners, addressing various applications in the mobile communication and entertainment markets as well as in PC, appliances and automotive applications. Quantum’s sensing technology is based on its patented charge-transfer methodology and addresses applications with multiple buttons, wheels, sliders, track pads and touch screens. Quantum had revenues of approximately $21 million for the twelve months ended December 31, 2007 which represented an increase of approximately 75% over 2006. The Company is based in Hamble, England with offices in Ireland, Germany, Japan, China, Taiwan, Korea and the United States. Additional company and product information is available at http://www.qprox.com.

About Atmel

Atmel is a worldwide leader in the design and manufacture of microcontrollers, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF) components. Leveraging one of the industry’s broadest intellectual property (IP) technology portfolios, Atmel provides the electronics industry with complete system solutions focused on consumer, industrial, security, communications, computing and automotive markets.

Safe Harbor for Forward-Looking Statements

Information in this release regarding Atmel’s forecasts, outlook, expectations and beliefs are forward-looking statements that involve risks and uncertainties and may be identified by the use of words such as “expect,” “anticipate,” “estimate,” “intend,” “believe” or other similar terms or phrases. All forward-looking statements included in this release are based upon information available to Atmel as of the date of this release, which may change, and Atmel assumes no obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from Atmel’s current expectations. Factors that could cause or contribute to such differences and other risks are detailed from time to time in Atmel’s SEC reports and filings, including Atmel’s Form 10-K for the year ended December 31, 2006, filed on June 8, 2007, as amended on June 27, 2007, and Atmel’s Form 10-Q for the quarter ended September 30, 2007, filed on November 8, 2007.

(1)Source: iSuppli
(2)Source: Strategy Analytics
Investor Contact:	Media Contact:
Robert Pursel	Barrett Golden / Mike Cuneo
Director of Investor Relations	Joele Frank, Wilkinson Brimmer Katcher
408-487-2677	212-355-4449