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<SEC-DOCUMENT>0001157523-06-006103.txt : 20060614
<SEC-HEADER>0001157523-06-006103.hdr.sgml : 20060614
<ACCEPTANCE-DATETIME>20060614170545
ACCESSION NUMBER:		0001157523-06-006103
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060614
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060614
DATE AS OF CHANGE:		20060614

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:		06905362

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

	MAIL ADDRESS:	
		STREET 1:		200 FLYNN ROAD
		CITY:			CAMARILLO
		STATE:			CA
		ZIP:			93012-8790
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5170312.txt
<DESCRIPTION>SEMTECH CORP. 8K
<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 14, 2006
                                                          -------------


                              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 8.01.  Other Events

On June 14, 2006, the  Registrant  issued the press release  attached  hereto as
Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1 Press Release of the Registrant dated June 14, 2006.


<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 14, 2006


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 14, 2006
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5170312ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1



         Semtech Announces Delay in Filing Its First Quarter Form 10-Q

    CAMARILLO, Calif.--(BUSINESS WIRE)--June 14, 2006--Semtech
Corporation (Nasdaq:SMTC) announced today that the filing of its Form
10-Q for the fiscal quarter ended April 30, 2006 will be delayed past
the extended June 14, 2006 due date. As previously reported, the
Company has been engaged in an internal review of its stock option
practices in light of an informal SEC inquiry. The Company continues
to cooperate fully with the SEC inquiry and will file its Form 10-Q as
soon as practicable after completion of its internal review.
    The Company's Audit Committee and independent accountant have been
fully apprised of the results of the Company's review to date. In
addition, the Audit Committee has commenced its own independent
investigation.
    As a result of the delay in filing the Company's Form 10-Q, the
Company expects to receive a notification from Nasdaq that it is not
in compliance with the filing requirements for continued listing on
Nasdaq and that its common stock may be subject to delisting from the
Nasdaq National Market. Following receipt of such a notification, the
Company will request a hearing before a Nasdaq Listing Qualifications
Panel. In addition, the Company anticipates that Nasdaq will add a
fifth character, "E," to the Company's trading symbol "SMTC" to denote
the filing delinquency.
    Separately, the Company reported that two separate stockholder
derivative lawsuits related to stock option practices have been filed
against the Company and certain of its present and former directors
and executive officers in California Superior Court, County of
Ventura. The Company is evaluating these lawsuits and will respond
appropriately in due course. Additionally, on June 13, 2006, the
Company received a grand jury subpoena, dated June 8, 2006, from the
United States District Court, Southern District of New York, with
respect to the production of documents relating to the Company's stock
option practices. The Company intends to cooperate fully with the U.S.
Attorney's Office in connection with this subpoena.

    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.Forward-Looking and
Cautionary Statements This 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 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 should not be
regarded as representations by the Company that its objectives or
plans will be achieved. The Company assumes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
    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 29, 2006, in the Company's other filings
with the SEC, and in material incorporated therein by reference. In
addition, there are a number of risks associated with the matters
discussed in this press release. We can not predict the outcome of any
of the inquiries, investigations, litigation or other proceedings
mentioned in this press release. Under certain circumstances, we could
be required to restate financial statements for prior periods. We
could also be subjected to other lawsuits and could become the subject
of other regulatory investigations. Dealing with the matters described
in this press release could divert management's attention from our
operations. Our current and former officers and directors could seek
indemnification or advancement or reimbursement of expenses from us,
including attorneys' fees, with respect to the proceedings mentioned
in this press release and any subsequent proceedings. These events
could adversely affect our business and the price of our common stock.


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

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