-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001116679-05-001672.txt : 20050624
<SEC-HEADER>0001116679-05-001672.hdr.sgml : 20050624
<ACCEPTANCE-DATETIME>20050624160009
ACCESSION NUMBER:		0001116679-05-001672
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050623
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050624
DATE AS OF CHANGE:		20050624

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:		1934 Act
		SEC FILE NUMBER:	001-06395
		FILM NUMBER:		05915218

	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
<SEQUENCE>1
<FILENAME>sem8k-062405.txt
<TEXT>


                                  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) June 23, 2005
                                                         -------------------
                               Semtech Corporation
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                   1-6395                                95-2119684
- --------------------------------------------------------------------------------
          (Commission File Number)            (IRS Employer 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)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     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))


<PAGE>


Item 2.01  Completion of Acquisition or Disposition of Assets

On June 23, 2005 Semtech Corporation, through its wholly-owned Swiss subsidiary,
Semtech International AG, acquired all of the outstanding shares of Xemics SA
from twenty-one sellers in a cash for stock transaction pursuant to the Share
Purchase and Sales Agreement ("Agreement") that was previously filed as Exhibit
10.1 to Semtech's Form 8-K filed on June 20, 2005 and that is incorporated
herein by reference. The names of the twenty-one selling shareholders are set
forth in the Agreement.

The transaction with Xemics shareholders is valued at approximately $59 million,
assuming all variable portions of the purchase price are paid and including
payments associated with certain shareholder loans that have been assigned to
and assumed by Semtech International. Semtech International paid $43 million
upon closing of the transaction. An additional $16 million may be payable if
Xemics meets certain performance objectives during an earnout period of
approximately one year. The purchase price is subject to a reduction for social
security, pension and stamp duty obligations to be paid post-closing that are
related to certain employee stock options exercised before closing; this
adjustment will not impact the total cash outlay associated with the
transaction.

The foregoing description of the terms of the transaction does not purport to be
complete and is qualified in its entirety by the Agreement.


Item 7.01.   Regulation FD Disclosure

On June 24, 2005, the Registrant issued a press release containing forward
looking statements, including with respect to the effect of the Xemics
acquisition on 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 7.01 (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 7.01 (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 7.01
in such filing.


Item 9.01.  Financial Statements and Exhibits

      (c)  Exhibits
           --------

          Exhibit 99.1 Press Release of the Registrant dated June 24, 2005.

          Exhibit 99.2 Share Purchase and Sales Agreement that was previously
                       filed as Exhibit 10.1 to Semtech's Form 8-K filed on
                       June 20, 2005 is incorporated herein by reference.


<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: June 24, 2005                           SEMTECH CORPORATION


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


<PAGE>


                                INDEX TO EXHIBITS


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

99.1                       Press Release of the Registrant dated June 24, 2005

99.2                       Share Purchase and Sales Agreement that was
                           previously filed as Exhibit 10.1 to Semtech's
                           Form 8-K filed on June 20, 2005 is incorporated
                           herein by reference.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>EX. 99.1: PRESS RELEASE
<TEXT>


                                                                    Exhibit 99.1


[Semtech logo]
NEWS RELEASE

                     SEMTECH COMPLETES ACQUISITION OF XEMICS

                                                           5:00 a.m. PDT
                                                           Friday, June 24, 2005

         CAMARILLO,  CALIFORNIA,  June 24, 2005 - SEMTECH  CORPORATION  (NASDAQ:
SMTC),  a  leading  producer  of  high   performance   analog  and  mixed-signal
semiconductors,  announced that on June 23, 2005 it  successfully  completed the
acquisition of XEMICS SA, a fabless  developer of ultra-low power analog,  radio
frequency (RF) and digital integrated  circuits (IC). Semtech announced plans to
acquire XEMICS on June 20, 2005.

         Swiss-based  XEMICS was acquired by Semtech  International  AG, Semtech
Corporation's  wholly-owned  Swiss  subsidiary.  Xemics will continue to operate
from its  Neuchatel,  Switzerland  location and will be referred to as Semtech's
Wireless and Sensing Products business unit.

         As previously  announced,  Semtech estimates that in the second quarter
that ends July 31, 2005, it will incur a one-time  acquisition related charge to
earnings  of $4 million to $5  million  for the  write-off  of  in-process  R&D.
Consistent  with  purchase  accounting  treatment  of  the  acquisition,   other
intangible  items will be amortized over the current quarter and future periods.
The amount of acquisition  related charges are subject to the final valuation of
XEMICS.

         XEMICS'  results  of  operations  will be  consolidated  with  those of
Semtech's beginning at the time of the transaction's  close. XEMICS' revenue for
the period of June 24, 2005 to July 31, 2005
 is  forecasted to be  approximately  $2.5  million.  Excluding the  acquisition
related items discussed above,  Semtech expects the transaction to be neutral to
its earnings initially and become accretive within two quarters.

         About Semtech and XEMICS

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

         XEMICS is a research and development  (R&D) intensive  company based in
Switzerland.  XEMICS applies its low-power,  low-voltage design expertise across
its core technologies -- sensor


<PAGE>


interfacing/data acquisition,  8-bit RISC microcontrollers,  RF transceivers and
audio Codecs.  These  capabilities are aimed at adding value in next generation,
highly integrated battery powered wireless and sensing applications.

          Forward-Looking   and  Cautionary   StatementsThis   release  contains
"forward-looking statements" within the meaning of Section 27A of the Securities
Act  of  1933,  as  amended  (the  "Securities  Act"),  and  Section  21E of the
Securities  Exchange Act of 1934,  as amended.  Forward-looking  statements  are
statements other than historical  information or statements of current condition
and relate to matters such as the expected one-time charge,  the expected impact
of the transaction on earnings, future financial performance, future operational
performance,  and our plans,  objectives and expectations.  Some forward-looking
statements  may be identified by use of terms such as "expects,"  "anticipates,"
"intends," "estimates," "believes",  "projects",  "should",  "will", "plans" and
similar words.

         Forward-looking  statements  involve risks and uncertainties that could
cause actual results to differ materially from those projected.  These risks and
uncertainties  include  the  possibility  of a greater  than  expected  one-time
charge,  the  possibility of higher than  anticipated  amortization in any given
quarter, the possibility of material differences in other anticipated effects of
the  application  of purchase  accounting  rules,  the  possibility of less than
anticipated cost savings,  and the complexities of successfully  integrating the
workforces and technologies of the companies.  In addition to considering  these
risks and  uncertainties,  forward-looking  statements  should be  considered in
conjunction  with the  cautionary  statements  contained  in the "Risk  Factors"
section and elsewhere in the Company's Annual Report on Form 10-K for the fiscal
year ended  January 30, 2005, in its other filings with the SEC, and in material
incorporated  therein  by  reference.  In light of the risks  and  uncertainties
inherent  in  forecasts  of  revenue  and gross  margin  and in other  projected
matters, forward-looking statements should not be regarded as representations by
the  Company  that its  objectives  or plans will be achieved or that any of its
operating  expectations  or financial  forecasts  will be realized.  The Company
assumes  no  obligation  to  update or revise  any  forward-looking  statements,
whether as a result of new information, future events or otherwise.

   Investor Relations Contact

John Baumann, Treasurer, Telephone: 805-480-2010
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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