8-K 1 a51932489.htm CIRRUS LOGIC, INC. 8-K

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): |  | January 30, 2019

| CIRRUS LOGIC, INC. |
| (Exact name of Registrant as specified in its charter) |

Delaware |  | 0-17795 |  | 77-0024818
(State or Other Jurisdiction of |  | (Commission |  | (IRS Employer
Incorporation or Organization) |  | File Number) |  | Identification No.)

| 800 W. 6th Street, Austin, TX |  | 78701
| (Address of Principal Executive Offices) |  | (Zip Code)

Registrant's telephone number, including area code: (512) 851-4000
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:
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.
On January 30, 2019, the Company issued a press release announcing its financial results for its third quarter and first nine months fiscal year 2019. The full text of the press release is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On January 30, 2019, in addition to issuing a press release, the Company posted on its website a shareholder letter to investors summarizing the financial results for its third quarter and first nine months of fiscal year 2019. The full text of the shareholder letter is furnished as Exhibit No. 99.2 to this Current Report on Form 8-K.
Item 8.01 Other Events.
The Company announced that the Cirrus Logic Board of Directors authorized a share repurchase program of up to $200 million of the company’s common stock. The repurchases will be funded from working capital and anticipated cash from operations and may occur from time to time depending on a variety of factors including the market price of the company's shares, general market and economic conditions and other corporate considerations. The share repurchase program is designed to comply with all applicable securities laws, and may be suspended or discontinued at any time without notice.
A copy of the press release announcing the share repurchase program is attached to this Form 8-K as Exhibit 99.1.
Use of Non-GAAP Financial Information
To supplement Cirrus Logic's financial statements presented on a GAAP basis, Cirrus has provided non-GAAP financial information, including non-GAAP net income, diluted earnings per share, operating income and profit, operating expenses, gross margin and profit, tax expense and tax expense impact on earnings per share. A reconciliation of the adjustments to GAAP results is included in the tables to the press release furnished as Exhibit 99.1 to the Current Report on Form 8-K. Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes. In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company. The non-GAAP financial information used by Cirrus Logic may differ from that used by other companies. These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.
The information contained in Items 2.02, 7.01, and 9.01 in this Current Report on Form 8-K and the exhibits furnished hereto contain forward-looking statements regarding the Company and cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. In addition, this information 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 of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

| Exhibit | Description
| Exhibit 99.1 | Cirrus Logic, Inc. press release dated January 30, 2019
| Exhibit 99.2 | Cirrus Logic, Inc. shareholder letter dated January 30, 2019

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | CIRRUS LOGIC, INC. |
Date: January 30, 2019 | By: | /s/ Thurman K. Case |
|  | Name: Thurman K. Case |
|  | Title: Chief Financial Officer |

EXHIBIT INDEX

Exhibit No. |  | Description
99.1 |  | Registrant’s press release dated January 30, 2019
99.2 |  | Cirrus Logic, Inc. shareholder letter dated January 30, 2019

_______________________________________________________________________
Exhibit 99.1
Exhibit 99.2