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) March 1, 2005
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Semtech Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-6395 95-2119684
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(Commission File Number) (IRS Employer Identification No.)
200 Flynn Road
Camarillo, California 93012-8790
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(Address of Principal Executive Offices) (Zip Code)
805-498-2111
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(Registrant's Telephone Number, Including Area Code)
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(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))
Item 2.02. Results of Operations and Financial Condition
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On March 1, 2005, the Registrant issued a press release
announcing its financial results for the fiscal quarter
ended January 30, 2005. 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
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On March 1, 2005, 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 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.
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(c) Exhibits
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Exhibit 99.1 Press Release of the Registrant dated March
1, 2005. (This Exhibit 99.1 is being
furnished and shall not be deemed "filed" as
set forth in Items 2.02 and 7.01 hereof.)
The information contained in Exhibit 99.1 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 Exhibit
99.1 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
Exhibit 99.1 in such filing.
SIGNATURE
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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: March 1, 2005 SEMTECH CORPORATION
By: /s/ David G. Franz, Jr.
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David G. Franz, Jr.
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Number Description of Document
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99.1 Press Release of the Registrant dated March 1, 2005