-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 NfNkJAzm9kWzLftmKq6xGVeNSIe0C75X7kyNlA4nm8Pb/o2lsgF8n2HDItgfBWs+
 o/sgtyf3UapTj47nBs5kjw==

<SEC-DOCUMENT>0001157523-06-012238.txt : 20061219
<SEC-HEADER>0001157523-06-012238.hdr.sgml : 20061219
<ACCEPTANCE-DATETIME>20061218204732
ACCESSION NUMBER:		0001157523-06-012238
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20061214
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061219
DATE AS OF CHANGE:		20061218

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:		061284863

	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>a5296999.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)     December 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing

     (a) On December 14, 2006 the Company received an Additional Staff
     Determination letter from the Nasdaq Stock Market ("Nasdaq") indicating
     that 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 October 29, 2006 ("Third Quarter Form 10-Q") and is
     therefore not in compliance with the continued listing standard in Nasdaq
     Marketplace Rule 4310(c)(14).

     The Company previously received similar Staff Determinations from Nasdaq
     regarding failure to timely file its reports for the fiscal quarter ended
     April 30, 2006 ("First Quarter Form 10-Q") and the fiscal quarter ended
     July 30, 2006 ("Second Quarter Form 10-Q") and a Nasdaq Listing
     Qualifications Panel ("Panel") previously set November 10, 2006 as the
     deadline for the Company to file all required restatements, its First
     Quarter Form 10-Q, and its Second Quarter Form 10-Q in order to regain
     compliance with Nasdaq's continued listing standards.

     As previously announced, the Nasdaq Listing and Hearings Review Council
     ("Listing Council"), in response to the Company's request, has called the
     Panel's decision for review and has stayed any future Panel determinations
     to suspend the Company's securities from trading until the review process
     runs its course. If the Listing Council determines it is appropriate, it
     may grant the Company additional time to regain compliance, until the
     earlier of 60 days from the date of its decision or 180 days from the
     Panel's decision.

     The press release issued by the Company on December 18, 2006 in connection
     with this matter is attached hereto as Exhibit 99.1

     The Company continues to cooperate with Nasdaq and will present its views
     with respect to the Additional Staff Determination by December 21, 2006, as
     requested by Nasdaq. It also continues to work diligently to file all
     required reports with the SEC as quickly as possible and thereby regain
     compliance with Nasdaq's listing requirements, but it can provide no
     assurances that it will be able to do so.


Item 9.01. Financial Statements and Exhibits

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

         Exhibit 99.1  Press Release of the Company dated December 18, 2006


                                    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: December 18, 2006                              SEMTECH CORPORATION


                                                     By: /s/ Emeka Chukwu
                                                         ----------------
                                                         Emeka Chukwu
                                                         Chief Financial Officer


                                       2
<PAGE>


                                INDEX TO EXHIBITS


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

Exhibit 99.1          Press Release of the Company dated December 18, 2006



                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5296999ex991.txt
<DESCRIPTION>SEMTECH CORPORATION EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

     Semtech Receives Additional Nasdaq Deficiency as Anticipated

                           Delisting Stayed


    CAMARILLO, Calif.--(BUSINESS WIRE)--Dec. 18, 2006--Semtech
Corporation (Nasdaq:SMTC) today announced that on December 14, 2006 it
received, as expected, an Additional Staff Determination from the
Nasdaq Stock Market ("Nasdaq") indicating that the Company's
previously announced delay in filing its Form 10-Q for the quarter
ended October 29, 2006 (the "Third Quarter Form 10-Q") constitutes an
additional deficiency that subjects the Company's securities to
delisting from The Nasdaq Global Market. Specifically, the failure to
timely file the Third Quarter Form 10-Q is a deficiency in complying
with the continued listing standard in Nasdaq Marketplace Rule
4310(c)(14).

    The Company previously received similar Staff Determinations from
Nasdaq regarding failure to timely file its reports for the fiscal
quarter ended April 30, 2006 ("First Quarter Form 10-Q") and the
fiscal quarter ended July 30, 2006 ("Second Quarter Form 10-Q") and a
Nasdaq Listing Qualifications Panel ("Panel") previously set November
10, 2006 as the deadline for the Company to file all required
restatements, its First Quarter Form 10-Q, and its Second Quarter Form
10-Q in order to regain compliance with Nasdaq's continued listing
standards. As previously announced, the Nasdaq Listing and Hearings
Review Council ("Listing Council"), in response to the Company's
request, has called the Panel's decision for review and has stayed any
future Panel determinations to suspend the Company's securities from
trading until the review process runs its course. If the Listing
Council determines it is appropriate, it may grant the Company
additional time to regain compliance, until the earlier of 60 days
from the date of its decision or 180 days from the Panel's decision.

    The Company continues to cooperate with Nasdaq and will present
its views with respect to the Additional Staff Determination by
December 21, 2006, as requested by Nasdaq. It also continues to work
diligently to file all required reports with the SEC as quickly as
possible and thereby regain compliance with Nasdaq's listing
requirements, but it can provide no assurances that it will be able to
do so. For additional information regarding the pending restatement,
see the Company's Report on Form 8-K filed with the SEC on July 20,
2006.

    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 matters relating
to the Company's historical stock option practices and the previously
announced internal investigation, SEC inquiry, and related matters.
The Company cannot predict when the restatement will be completed and
there may be negative tax or other implications for the Company
resulting from the accounting adjustments. The Company cannot predict
the outcome of the SEC inquiry or any lawsuit or other proceeding
related to the Company's stock option practices. There can be no
assurance that the Company will maintain its Nasdaq listing. The
Company 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 operations and
expenses arising from management's review, the investigation conducted
by a Special Committee of the Board of Directors, the restatement,
related litigation and other associated activities are expected to
continue to be significant. Current and former employees, officers and
directors have sought, and will likely continue to seek,
indemnification or advancement or reimbursement of expenses from the
Company, including attorneys' fees, with respect to current or future
proceedings related to stock option practices. These events could
adversely affect the Company's business and the price of its common
stock.

    CONTACT: Semtech Corporation
             Investor Relations Contact:
             Todd German, 805-480-2004
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
