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 24, 2004
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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 August 24, 2004, the Registrant issued a press release
announcing its financial results for the fiscal quarter
ended July 25, 2004. 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 August 24, 2004, 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 August
24, 2004. (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
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 24, 2004 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 August 24, 2004