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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001157523-03-006980.txt : 20031125
<SEC-HEADER>0001157523-03-006980.hdr.sgml : 20031125
<ACCEPTANCE-DATETIME>20031125122858
ACCESSION NUMBER:		0001157523-03-006980
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031124
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20031125

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/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06395
		FILM NUMBER:		031022503

	BUSINESS ADDRESS:	
		STREET 1:		200 FLYNN ROAD
		CITY:			CAMARILLO
		STATE:			CA
		ZIP:			93012-8790
		BUSINESS PHONE:		8054982111

	MAIL ADDRESS:	
		STREET 1:		200 FLYNN ROAD
		STREET 2:		200 FLYNN ROAD
		CITY:			CAMARILLO
		STATE:			CA
		ZIP:			93012-8790
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>a4523144.txt
<DESCRIPTION>SEMTECH CORPORATION 8-K
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549





                                   FORM 8-K/A


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        Date of Report: November 24, 2003


                               Semtech Corporation
             (Exact name of registrant as specified in its charter)


       Delaware                       1-6395                  95-2119684
(State or other jurisdiction of    (Commission               (IRS Employer
 incorporation or organization)    File Number)             Identification No.)


200 Flynn Road
Camarillo, California                                           93012-8790
(Address of Principal Executive Offices)                        (Zip Code)


                                 (805) 498-2111
              (Registrant's telephone number, including area code)

This Form 8-K/A is filed to amend page 2 to indicate that the filing relates to
Items 7, 9, and 12 rather than to Items 5 and 7. No changes have been made to
Exhibit 99.1.

                                       -1-
<PAGE>

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

(c)  Exhibits

Exhibit 99.1 Press Release of the Registrant dated November 24, 2003. (This
Exhibit 99.1 is being furnished and shall not be deemed "filed" as set forth in
Items 9 and 12 hereof.)


Item 9.  Regulation FD Disclosure
         ------------------------

On November 24, 2003, the Registrant issued a press release containing forward
looking statements, including with respect to its future performance and
financial results. A copy of the press release is attached hereto as Exhibit
99.1.

The information contained in this Item 9 (including the exhibit hereto) is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information in this Item 9 (including the
exhibit hereto) shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference to this Item 9 in
such filing



Item 12. Results of Operation and Financial Condition
         --------------------------------------------

On November 24, 2003, the Registrant issued a press release announcing its
financial results for the fiscal quarter ended October 26, 2003. A copy of the
press release is attached hereto as Exhibit 99.1.

The information contained in this Item 12 (including the exhibit hereto) is
being furnished and shall not be deemed "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information in this Item 12 (including the
exhibit hereto) shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference to this Item 12 in
such filing.

                                       -2-
<PAGE>

                                    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.

Date: November 24, 2003               SEMTECH CORPORATON



                                      By: /s/   David G. Franz, Jr.
                                         ----------------------------------
                                          David G. Franz, Jr.
                                          Chief Financial Officer


                                       -3-
<PAGE>

                                INDEX TO EXHIBITS


Exhibit Number     Description of Document
- --------------     -----------------------

99.1               Press Release of the Registrant dated November 24, 2003.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>a4523144ex991.txt
<DESCRIPTION>SEMTECH CORPORATION PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

                 Semtech Announces Strong Third Quarter Results

    CAMARILLO, Calif.--(BUSINESS WIRE)--Nov. 24, 2003--

                New Orders Up 23 Percent Sequentially;
                  Net Sales and EPS Exceed Forecast;
      Outlook for 8 to 10 Percent Sales Growth in Fourth Quarter

    Semtech Corporation (Nasdaq:SMTC), a leading producer of high
performance analog and mixed-signal semiconductors, today announced
that net sales for its third quarter of fiscal year 2004 increased 8
percent compared to the second quarter. This exceeded the Company's
prior forecast. Gross margin, operating income and earnings per share
for the quarter also improved ahead of forecast.
    Net sales for the third quarter that ended October 26, 2003 were
$48.1 million, up from $44.6 million in the second quarter and $47.2
million in the prior year third quarter. Net income for the third
quarter of fiscal year 2004 was $9.3 million or 12 cents per diluted
share.
    Gross margin was 58.0 percent in the third quarter of fiscal year
2004, up from 57.3 percent in the second quarter and 56.0 percent in
the prior year period. Third quarter operating income increased 26
percent over the previous quarter and 30 percent compared to the prior
year quarter. The increase in operating income reflected improved
sales and increased contribution from higher margin products.
    Net sales for the first nine months of fiscal year 2004 were
$136.7 million and net income was $19.9 million or 26 cents per
diluted share. For the first nine months of fiscal year 2003, net
sales were $148.4 million and net income was $34.1 million or 44 cents
per diluted share. Interest and other income/expense for both nine
month periods include gains related to the Company's repurchase of
convertible subordinated debentures. The first nine months of the
current fiscal year include the expense of calling the remaining
outstanding convertible subordinated debentures.
    New orders in the third quarter of fiscal year 2004 increased 23
percent compared to the prior quarter. This resulted in the Company's
highest quarterly book-to-bill ratio in the last 4 years and best
order volume since the fourth quarter of fiscal year 2001. Demand was
particularly strong for Power Management products used in notebook
computers, cellular handsets and other handheld devices.
    Jason Carlson, Semtech's President and Chief Executive Officer,
commented, "Our performance in portable applications has been
outstanding. Building off our strength in Power and Protection, we are
now starting to win designs for Human Input Devices (HID) used to
control touch-pads, pointing sticks and keyboards. Improved demand for
products used in more capital intensive end-markets, like test,
industrial and communication systems are also driving sales growth and
higher gross margin."
    Two of Semtech's emerging product lines recorded impressive order
growth during the quarter. Orders for the Company's SETS and
Networking/Industrial Power Management product lines both grew
sequentially in excess of 35 percent. In addition, an initial design
win for HID products was recorded with a major notebook OEM. These
three emerging product lines contribute to Semtech's outlook for sales
growth and margin expansion over the coming year.

    Fourth Quarter Outlook

    Based on beginning backlog entering the quarter, Semtech estimates
that net sales for the fourth quarter of fiscal year 2004 will be up 8
to 10 percent over the third quarter. Turns orders (orders received
and shipped in the same quarter) of approximately 35 percent are
required to achieve this forecast. Gross margin and operating income
should improve. Earnings per diluted share in the fourth quarter are
forecasted to be 14 cents.
    Mr. Carlson added, "As the end-markets have improved, our customer
base has begun to give us more visibility. This has allowed us to
build some backlog, which has reduced our reliance on turns orders to
below 50 percent for the first time in three quarters."
    Semtech spent $3.1 million on the repurchase of common stock in
the third quarter and expects to continue to buyback shares under its
current buyback program. The Company ended the third quarter with
$260.3 million of cash and investments, up $14.5 million from the
prior quarter.

    About Semtech

    Semtech Corporation is a leading supplier of analog and
mixed-signal semiconductors used in a wide range of computer,
industrial and communication applications.

    Safe Harbor Provision

    Statements contained in this release that are not historical facts
are forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements,
including projections and forecasts for revenue and gross margin,
involve risks and uncertainties that could cause actual results to
differ materially from those projected. These risks and uncertainties
include worldwide economic and political conditions, the timing and
duration of semiconductor market upturns or downturns, demand for
personal computers, cellular phones and automated test equipment,
demand for semiconductor devices in general, competitors' actions,
relations with large strategic customers and suppliers, manufacturing
costs and yields, demand for the Company's products in particular, and
risks associated with the businesses of major customers. Other factors
that may cause actual results to differ from the forward-looking
statements contained in this press release and that may affect the
Company's prospects in general are described in the Company's filings
with the Securities and Exchange Commission. The Company undertakes no
obligation to update or revise forward-looking statements to reflect
subsequent events or changed assumptions or circumstances.




                          SEMTECH CORPORATION
                   CONSOLIDATED STATEMENTS OF INCOME
              (In thousands -- except per share amounts)

                                Three Months Ended  Nine Months Ended
                                 Oct. 26, Oct. 27,  Oct. 26,  Oct. 27,
                                   2003     2002      2003      2002

Net sales                        $48,112  $47,168  $136,698  $148,427
Cost of sales                     20,230   20,736    58,429    63,583
Gross profit                      27,882   26,432    78,269    84,844

Operating costs and expenses:
Selling, general and
 administrative                    9,271    8,790    27,445    26,018
Product development and
 engineering                       7,533    7,912    22,835    23,709
One-time costs                         -    1,202         -     1,202

Total operating costs and
 expenses                         16,804   17,904    50,280    50,929

Operating income                  11,078    8,528    27,989    33,915

Interest and other (expense)
 income, net                       1,103   10,649    (1,756)   13,368

Income before provision for taxes 12,181   19,177    26,233    47,283
Provision for taxes                2,923    6,137     6,296    13,164

Net income                        $9,258  $13,040   $19,937   $34,119

Earnings per share:
Basic                              $0.13    $0.18     $0.27     $0.47
Diluted                            $0.12    $0.17     $0.26     $0.44

Weighted average number of
 shares:
Basic                             73,704   73,389    73,449    73,139
Diluted                           77,902   76,721    77,154    77,430


Notes regarding Consolidated Statements of Income:

1.) In the nine month period ended October 26, 2003, $949,000 of
    previously written-off inventory was sold. In the nine month
    period ended October 27, 2002, $862,000 of previously written-off
    inventory was sold.

2.) "Interest and other (expense) income, net" includes a $6.8 million
    charge for the calling of the Company's convertible subordinated
    notes in the nine month period ended October 26, 2003.

3.) "Interest and other (expense) income, net" includes a gain on the
    repurchase of convertible subordinated notes of $2.9 million in
    the nine month period ended October 27, 2003 and a gain of $11.2
    million in the nine month period ended October 27, 2002.




                          SEMTECH CORPORATION
                      CONSOLIDATED BALANCE SHEETS
                            (In thousands)


                                                   Oct. 26,  Jan. 26,
                                                     2003      2003
                                                 (Unaudited)
Assets

Current assets:
Cash and cash equivalents                           $90,310  $137,041
Temporary investments                                91,961   273,382
Receivables, less allowances                         20,614    17,676
Inventories                                          20,974    16,351
Income taxes refundable                               5,795         -
Deferred income taxes                                 5,767    11,731
Other current assets                                  3,550     2,267
Total current assets                                238,971   458,448
Property, plant and equipment, net                   48,891    51,547
Investments, maturities in excess of 1 year          78,013    78,624
Deferred income taxes                                24,779    27,143
Other assets                                            365     4,784

Total Assets                                       $391,019  $620,546


Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable                                    $10,182    $5,725
Accrued liabilities                                  14,539    26,596
Income taxes payable                                  2,454     3,593
Deferred revenue                                      1,876     1,583
Other current liabilities                                14        39
Total current liabilities                            29,065    37,536
Long-term debt                                            -   241,570
Total Stockholders' equity                          361,954   341,440

Total Liabilities and Stockholders' Equity         $391,019  $620,546




    CONTACT: Semtech Corporation
             John Baumann, 805-480-2010 (Investor Relations)


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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