-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oef4bHE/VMn63N8CDU0TI8Bgp4/jKnkklUg82QOubMIm0cyk0zVCBkzNlcAKNbdb 6Kr7uVgdJqFZCLdHXMwnMg== 0000898430-98-002543.txt : 19980709 0000898430-98-002543.hdr.sgml : 19980709 ACCESSION NUMBER: 0000898430-98-002543 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980707 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980708 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMTECH CORP CENTRAL INDEX KEY: 0000088941 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952119684 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06395 FILM NUMBER: 98662069 BUSINESS ADDRESS: STREET 1: 652 MITCHELL RD CITY: NEWBURY PARK STATE: CA ZIP: 91320 BUSINESS PHONE: 8054982111 MAIL ADDRESS: STREET 1: 652 MITCHELL ROAD STREET 2: 652 MITCHELL ROAD CITY: NEWBURY PARK STATE: CA ZIP: 91320 8-K 1 FORM 8-K DATED 7-7-98 ================================================================================ 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): July 7, 1998 SEMTECH CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-6395 95-2119684 - ------------------------------------ ----------- ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 652 Mitchell Road, Newbury Park, California 91320 - ------------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (805) 498-2111 ------------------- Not Applicable ------------------------------------------------------------------ (Former name or former address, if changed since last report) ================================================================================ This Report consists of 6 pages. The Exhibit Index appears on page 4. ITEM 5. OTHER EVENTS. News Release. - ------------ On July 7, 1998, the Registrant issued the news release attached hereto as Exhibit 99.1, which news release is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits -------- Document Description Exhibit No. - -------------------- ----------- Registrant's News Release dated July 7, 1998. 99.1 -2- SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. July 8, 1998 SEMTECH CORPORATION, a Delaware corporation By: /s/ David G. Franz, Jr. ---------------------------------- David G. Franz, Jr. Vice President Finance and Chief Financial Officer, Secretary and Treasurer -3- EXHIBIT INDEX Exhibit Sequentially No. Document Description Numbered Page ------- -------------------- ------------- 99.1 Registrant's News Release dated July 7, 1998. 5 -4- EX-99.1 2 PRESS RELEASE DATED 7-7-98 [LOGO OF SEMTECH] Exhibit 99.1 NEWS RELEASE SEMTECH INDICATES WEAKER DEMAND EFFECTING SECOND QUARTER -------------------------------------------------------- 2:15 P.M. PDT TUESDAY, JULY 7, 1998 NEWBURY PARK, CALIFORNIA, July 7, 1998 - SEMTECH CORPORATION (SMTC/NASDAQ) today announced that it expects net sales for the second quarter of fiscal 1999, which ends August 2nd, to be down approximately 15% from first quarter fiscal 1999 net sales. Net income and earnings per share are expected to be approximately 40- 50% lower than in the prior quarter, before one-time charges. In addition, the Company announced that it plans to take a one-time pre-tax charge of $2.5 million for restructuring purposes. Semtech's receipt of turns fill orders (orders received and shipped in the same quarter) for the balance of the second quarter is expected to be affected by weak demand from the personal computer and automated test equipment (ATE) markets. The Company also believes that seasonal trends within the electronics industry that normally occur during the summer months have been further aggravated by Asian economic conditions. Despite the weak market conditions, the Company remains optimistic about its rate of new product introductions and ongoing commitment to research and development. The Company's announced restructuring charge is for the consolidation of internal wafer fabrication capacity and the related write-off of certain assets. Semtech believes that these steps will provide long-term benefits to improve gross margins, reduce capital expenditures, increase internal capacity utilization and gain access to advanced, cost-efficient processes available at outside foundries. Jack Poe, Chairman and CEO stated, "We currently believe, based on discussions with our customers, that we will not achieve analysts' expectations for second quarter revenues and profits. Although we have received optimistic forecasts from many large customers for second half business, our current view -5- is that the computer market may improve slightly in the third quarter with sustainable growth resuming sometime in the fourth quarter. The ATE market is expected to be flat for the balance of the year, with growth resuming by the first quarter of next year. The communications market segment continues to be fundamentally solid." Semtech Corporation is a leading supplier of analog and mixed-signal semiconductor products used in communications, computer and industrial markets. The Company's products address power management, protection, communication and interface applications. The following is a "safer harbor" statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this document that are not based on historical facts are "forward looking statements." Terms such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "may," "should," "will," the negative thereof and similar expressions are intended to identify forward-looking statements. Forward- looking statements and projections in this news release, by nature, involve risk and uncertainty. Important factors include overall economic conditions, demand for personal computers, cell phones and automated test equipment, demand for the Company's products in particular, demand for semiconductor devices in general and competitors' actions. Please refer to the Company's Form 10-Q for the first quarter ended May 3, 1998 and the Form 10-K for the year ended February 1, 1998 as filed with the Securities and Exchange Commission for other operational, financial or legal risks and uncertainties. Actual results could differ materially from expected events as discussed in this press release. Investor Relations Contact: - --------------------------- John Baumann, Treasurer Telephone: 805-480-2010 -6- -----END PRIVACY-ENHANCED MESSAGE-----