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<SEC-DOCUMENT>0001157523-06-008808.txt : 20060829
<SEC-HEADER>0001157523-06-008808.hdr.sgml : 20060829
<ACCEPTANCE-DATETIME>20060829164659
ACCESSION NUMBER:		0001157523-06-008808
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060829
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060829
DATE AS OF CHANGE:		20060829

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:		061063044

	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>a5217673.txt
<DESCRIPTION>SEMTECH CORPORATION 8-K
<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)       August 29, 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 2.02. Results of Operations and Financial Condition

On August 29, 2006, the Registrant issued a press release announcing selected
unaudited financial results for its second quarter of fiscal year 2007 that
ended July 30, 2006. A copy of the press release is attached hereto as Exhibit
99.1.

The information contained in this Item 2.02 (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 2.02 (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 2.02
in such filing.


Item 7.01 Regulation FD Disclosure

On June 15, 2006 the Company received a Staff Determination letter from the
Nasdaq Stock Market indicating that the Company's securities are subject to
delisting from The Nasdaq National Market because the Company has not yet filed
its Form 10-Q for the fiscal quarter ended April 30, 2006 ("First Quarter Form
10-Q") and is therefore not in compliance with the continued listing standard in
Nasdaq Marketplace Rule 4310(c)(14). The Company requested a hearing before a
Nasdaq Listing Qualifications Panel ("Panel") to review the Staff Determination
and presented its case to the Panel on August 3, 2006.

On July 20, 2006, the Company announced that it expects to restate its financial
statements for fiscal years 2002 through 2006. The restatement will also affect
financial statements for earlier fiscal years and adjustments for those earlier
years will be reflected as part of the opening balances in the financial
statements for the restatement period.

On August 29, 2006 the Panel granted the Company's request for additional time
to regain compliance and set November 10, 2006 as the date by which the Company
must file all required restatements and the First Quarter Form 10-Q.

Also on August 29, 2006 the Company announced that it would be unable to timely
file its Form 10-Q for the fiscal quarter ended July 30, 2006 ("Second Quarter
Form 10-Q"). This will cause another instance of noncompliance with the
continued listing standard in Nasdaq Marketplace Rule 4310(c)(14). The Company
expects to file the Second Quarter Form 10-Q by the November 10, 2006 deadline
established by Nasdaq with respect to the First Quarter Form 10-Q.

The press release issued by the Company on August 29, 2006 in connection with
this matter is attached hereto as Exhibit 99.1 and contains forward looking
statements, including with respect to its future performance, plans, and
financial results.

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 Company dated August 29, 2006


                                       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: August 29, 2006                                SEMTECH CORPORATION


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


                                       3
<PAGE>


                                INDEX TO EXHIBITS


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

Exhibit 99.1               Press Release of the Company dated August 29, 2006


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5217673ex991.txt
<DESCRIPTION>SEMTECH CORPORATION EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

               Semtech Announces Selected Second Quarter Results

     CAMARILLO, Calif.--(BUSINESS WIRE)--Aug. 29, 2006--Semtech Corporation
(NASDAQ:SMTC), a leading producer of high performance analog and mixed-signal
semiconductors, today reported selected unaudited financial results for its
second quarter of fiscal year 2007 that ended July 30, 2006.
     Net sales for the second quarter of fiscal year 2007 were $64.9 million, up
12 percent from $58.0 million in the second quarter of fiscal year 2006 and down
1 percent sequentially when compared to the first quarter of fiscal year 2007.
New orders for the second quarter of fiscal year 2007 exceeded shipments,
resulting in a positive book-to-bill ratio for the quarter.
     Semtech had $307.4 million of cash, cash equivalents and marketable
securities as of July 30, 2006, which was up $23.3 million from the balance on
April 30, 2006.
     Mohan Maheswaran, Semtech's President and Chief Executive Officer,
commented, "Demand during the quarter reflected seasonal weakness in the
computing and handheld end-markets, which is typical of the second quarter. The
more capital intensive end-markets of industrial and communications were stable.
Customers appear to be cautious in their outlooks, reflecting concern over macro
economic conditions and its impact on end-demand."
     Mr. Maheswaran added, "Despite lingering seasonal weakness entering the
third quarter, the focus remains on improving Semtech's execution and strategic
initiatives. Two of the top priorities will be to improve the performance of the
Power Management business unit and better defining the opportunities offered by
the Wireless and Sensing business unit that was acquired last year. We are
forecasting that Company-wide sales for the third quarter will be approximately
flat to down 2 percent as compared with the second quarter."
     As previously reported, the Company has been engaged in an internal review
of its stock option practices in light of an informal SEC inquiry and Federal
grand jury subpoena. On July 20, 2006, the Company announced that, although the
investigation was ongoing, it had concluded that accounting measurement dates
for certain stock option grants differ from the measurement dates previously
used for such awards. As a result, new accounting measurement dates will apply
to the affected option grants. Consequently, the Company expects to record
additional non-cash compensation expense and expects the amount of such
additional expense to be material. The tax consequences that may result from
these matters have not yet been determined. As a result of these adjustments,
the Company expects to restate its financial statements for fiscal years 2002
through 2006. The restatement will also affect financial statements for earlier
fiscal years and adjustments for those earlier years will be reflected as part
of the opening balances in the financial statements for the restatement period.
     Because of the pending restatement of the Company's historical financial
statements, additional results for the second fiscal quarter will not be
available until the restated financial statements have been filed with the SEC,
the Company will be unable to file its Quarterly Report on Form 10-Q for the
period ended July 30, 2006 ("Second Quarter Form 10-Q") by the date required by
the SEC, and all financial numbers presented in this release should be
considered estimates. For additional information regarding the pending
restatement, see the Company's Report on Form 8-K filed with the SEC on July 20,
2006.
     Operating expenses for the second quarter of fiscal year 2007 included
approximately $2.3 million related to the stock options investigation, SEC
inquiry, the grand jury subpoena, the previously announced derivative
litigation, the restatement, and related matters.
     As previously announced, the Company's securities are subject to delisting
from The Nasdaq Global Market because the Company has not yet filed its Form
10-Q for the fiscal quarter ended April 30, 2006 ("First Quarter Form 10-Q") and
is therefore not in compliance with Nasdaq's continued listing standards. The
Company requested a hearing before a Nasdaq Listing Qualifications Panel
("Panel") to review the Staff Determination, on August 3, 2006 presented its
plan to regain compliance, and received the Panel's decision today. The Panel
has granted the Company's request for additional time to regain compliance,
setting November 10, 2006 as the date by which the Company must file all
required restatements and the First Quarter Form 10-Q. The Company also expects
to file the Second Quarter Form 10-Q by the November 10, 2006 deadline.

     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 future financial
performance, future operational performance, the anticipated impact of specific
items on future earnings, 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 worldwide economic and political conditions, the timing
and duration of semiconductor market upturns or downturns, demand for cellular
phones, personal computers and automated test equipment, demand for
semiconductor devices in general, demand for the Company's products in
particular, competitors' actions, supply from key third-party silicon wafer
foundries and assembly contractors, manufacturing costs and yields, relations
with strategic customers, and risks associated with the businesses of major
customers. 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 29,
2006, in the Company's 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.
     In addition, there are a number of risks associated with matters relating
to the Company's historical stock option practices. We cannot predict when
either the internal investigation or restatement will be completed and there may
be negative tax or other implications for the Company resulting from the
accounting adjustments. We cannot predict the outcome of the SEC inquiry, the
internal investigation, or any other lawsuit or other proceeding related to the
Company's stock option practices. There can be no assurance that we will
maintain our Nasdaq listing. We could also be subjected to other lawsuits and
could become the subject of other regulatory investigations in addition to those
now underway. Dealing with matters related to historical stock option practices
could divert management's attention from our operations and expenses arising
from management's review, the Special Committee's investigation, the
restatement, related litigation and other associated activities are expected to
continue to be significant. Our current and former employees, officers and
directors could seek indemnification or advancement or reimbursement of expenses
from us, including attorneys' fees, with respect to current or future
proceedings related to stock option practices. These events could adversely
affect our business and the price of our common stock.


     CONTACT: Semtech Corporation
              John Baumann, 805-480-2010
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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