8-K

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): April 30, 2008

PERICOM SEMICONDUCTOR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

California

(State or Other Jurisdiction of Incorporation)

0-27026 (Commission File Number) 77-0254621 (I.R.S. Employer Identification No.)

3345 North First Street, San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)

(408) 435-0800

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On April 30, 2008, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal third quarter and nine months ended March 29, 2008. A copy of the press release and presentation slides which will be discussed in Pericom’s webcast earnings call are attached hereto as Exhibits 99.1 and 99.2, respectively.

The information in this current report on Form 8-K (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 12 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.

Item 9.01Financial Statements, Pro Forma Financial Information and Exhibits.

(c)Exhibits.

The exhibit listed below is being furnished with this Form 8-K.

Exhibit Number	Description
99.1	Press Release issued by Pericom Semiconductor Corporation dated April 30, 2008.
99.2	Earnings Presentation Slides

SIGNATURES

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.

PERICOM SEMICONDUCTOR CORPORATION

By: /s/ Angela Chen                             

        Angela Chen

        Chief Financial Officer

Date: April 30, 2008

EX-99.1

Contact: Jason Golz

FD Ashton Partners

Tel: 415-293-4411

jason.golz@fdashtonpartners.com 

PERICOM SEMICONDUCTOR REPORTS

FISCAL Q3 2008 FINANCIAL RESULTS

Posts Year-Over-Year Revenue Growth of 36%

And Net Income Growth of 58%

San Jose, Calif. - April 30, 2008 - Pericom Semiconductor Corporation (NASDAQ: PSEM), a worldwide supplier of high-speed integrated circuits and frequency control products, today announced results for its fiscal third quarter ended March 29, 2008.

Quarterly Highlights

§   Net revenues grew 1 percent sequentially and 36 percent year-over-year to $41.2 million

§   Gross margin of 37.6 percent was up 70 basis points on a sequential basis and up 370 basis points year-over-year

§   Net income declined 5.8 percent sequentially, but increased 58.4 percent year-over-year to $4.1 million

Net revenues for the third quarter were $41.2 million, up 1.1 percent from the $40.7 million reported in the second quarter, and up 36.4 percent from the $30.2 million reported in the comparable period last year. Gross margin was 37.6 percent, up from 36.9 percent last quarter, and up from 33.9 percent in the comparable period last year. Net revenues for the nine-month period ending March 29, 2008 were $120.4 million, up 31.1 percent from the $91.9 million in the prior year comparable period. Gross margin in the nine-month period ending March 29, 2008 was 37.0 percent, up from the 34.1 percent in the comparable period last year.

NEWS RELEASE April 30, 2008

Operating expenses in the quarter were $10.2 million, up slightly from $10.1 million in the previous quarter and up from $9.4 million in the comparable period last year. Operating expenses in the nine-month period ending March 29, 2008 were $30.2 million, up from $28.1 million in the comparable period last year. Stock-based compensation expense in the quarter was $585,000, down from $650,000 in the previous quarter and up from $443,000 in the comparable period last year. Stock based compensation expense for the nine-month period ended March 29, 2008 was $1.7 million, up from $1.5 million in the comparable prior year period.

Net income in the quarter was $4.1 million, or $0.16 per diluted share, compared with net income of $4.4 million, or $0.16 per diluted share in the second quarter and net income of $2.6 million, or $0.10 per diluted share, in the same period a year ago. Net income in the nine-month period ending March 29, 2008 was $12.4 million, or $0.47 per diluted share, up from $6.5 million, or $0.24 per diluted share in the comparable prior year period.

“Continued strength in high-growth end markets, especially in digital video and high-performance PCs and servers, allowed us to achieve strong financial results during the quarter,” said Alex Hui, President and Chief Executive Officer. “Revenues from high-speed serial protocol solutions increased 80% sequentially and accounted for 9% of total revenue.”

“While the broader consumer spending environment has become increasingly challenging, our design win pipeline is strong and we believe our products position us well to sustain revenue and earnings growth going forward. We believe that our end markets are in the early stages of high growth phases and accordingly, are less affected by consumer spending patterns,” concluded Hui.

New Products

Expanding on our Digital Video solutions, Pericom launched two 'Industry First' products using both PCI Express® Gen2 and the new DisplayPort’ technologies. The two new switches allow next generation computing platforms using dual function (both PCIe Gen2 and DP) graphics ports to be switched between either of the high speed protocols, enabling PC manufacturers to build just one, rather than two, base motherboards.

Continuing our focus on Serial Signal Conditioning, Pericom launched three new HDMI signal conditioning products targeting consumer and computing platforms such as DTV and PC using HDMI signaling. This new ReDriver product family enables marginal HDMI/DVI designs to now pass compliance testing easily, thus speeding time to market and lowering overall design costs.

3545 North First Street San Jose, CA 95134 (408) 435-0800

NEWS RELEASE April 30, 2008

Further expanding our Timing portfolio, Pericom introduced a very low jitter (<0.2ps) clock oscillator/buffer, targeted to Gigabit Ethernet applications in communications and computing market segments. The new product provides exceptionally good performance in multi-port switches, where a very low clock jitter source is essential to good performance.

Share Repurchase Update

In April 2007, Pericom's board of directors authorized a share repurchase program to buy up to 2.0 million shares of its common stock.  During the quarter, the Company spent approximately $14.9 million to repurchase approximately 1.09 million shares of Pericom common stock at an average price of $13.68. The company has purchased a total of approximately 1.86 million shares under this program at an average price of $12.49.

Fiscal Q4 Outlook

The following statements are based on current expectations. These statements are forward looking, and actual results may differ materially.

·   Revenues in the fourth fiscal quarter are expected to be in the range of $42.0 million to $43.2 million.

·   Gross margins are expected to be in the 36.8 to 37.8 percent range. Margins are influenced by the product mix of turns business and sales, if any, of previously reserved inventory.

·   Operating expenses are expected to be in the range of $10.8 to $11.0 million, which include stock-based compensation expense of approximately $0.6 million.

·   Other income is expected to be approximately $1.0 million, consisting primarily of interest income.

·   The effective tax rate is expected to be approximately 33.5 percent.

3545 North First Street San Jose, CA 95134 (408) 435-0800

NEWS RELEASE April 30, 2008

Conference Call

The press release will be followed by a conference call beginning at 1:30 p.m. Pacific time. To listen to the call, dial (877) 627-6580 and reference “Pericom”.

A taped replay of the conference call will be made available for four business days. To listen to the replay, dial (888) 203-1112 and reference conference number 6574256. The Pericom financial results conference call will be available via a live webcast on the investor relations section of the web site at http://www.pericom.com. Access the web site 15 minutes prior to the start of the call to download and install any necessary audio software. An archived webcast replay will be available on the web site for approximately 90 days.

About Pericom

Pericom Semiconductor Corporation (NASDAQ: PSEM) enables serial connectivity with the industry's most complete solutions for the computing, communications and consumer market segments. Pericom's analog, digital and mixed-signal integrated circuits, along with its SaRonix-eCERA frequency control products are essential in the timing, switching, bridging and conditioning of high-speed signals required by today's ever-increasing speed and bandwidth demanding applications. Company headquarters is in San Jose, Calif., with design centers and technical sales and support offices globally. http://www.pericom.com

This press release contains forward-looking statements as defined under The Securities Litigation Reform Act of 1995. Forward-looking statements in this release include the statements under the captions ‘Fiscal Q4 Outlook’, which regard the anticipated revenues, gross margin, operating expenses, other income and tax rate in the fourth fiscal quarter, and statements regarding Pericom being positioned well to revenue and earnings growth going forward, that Pericom’s end markets are in the early stages of high growth phases and that Pericom will be less affected by consumer spending patterns. The Company’s actual results could differ materially from what is set forth in such forward-looking statements due to a variety of risk factors, including softness in demand for our products, price erosion for certain of our products, unexpected difficulties in developing new products, customer decisions to reduce inventory, economic or financial difficulties experienced by our customers, or technological and market changes. All forward-looking statements included in this document are made as of the date hereof, based on information available to the Company as of the date hereof, and Pericom assumes no obligation to update any forward-looking statements. Parties receiving this release are encouraged to review our annual report on Form 10-K for the year ended June 30, 2007, and our quarterly report on Form 10-Q for the quarter ended December 29, 2007, and, in particular, the risk factors sections of those filings.

DisplayPort is a trademark of VESA (www.vesa.org)

PCI Express is a registered trademark of PCI SIG (www.pcisig.org)

- See Attached Tables -

3545 North First Street San Jose, CA 95134 (408) 435-0800

NEWS RELEASE April 30, 2008

Pericom Semiconductor Corporation

Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

	Three Months Ended									Nine Months Ended
	Mar 29			Dec 29			Mar 31			Mar 29			Mar 31
	2008			2007			2007			2008			2007
Net revenues	$	41,177		$	40,726		$	30,182		$	120,371		$	91,850
Cost of revenues		25,709			25,694			19,960			75,870			60,530
Gross profit		15,468			15,032			10,222			44,501			31,320
Operating expenses:
Research and development		4,503			4,278			4,048			12,863			12,030
Selling, general and administrative		5,705			5,786			5,342			17,330			16,056
Total		10,208			10,064			9,390			30,193			28,086
Income from operations		5,260			4,968			832			14,308			3,234
Interest and other income		903			1,622			2,496			3,895			4,927
Other than temporary decline in value of investment		(52	)		0			(5	)		(52	)		(6	)
Income before income taxes		6,111			6,590			3,323			18,151			8,155
Income tax expense		2,054			2,344			788			6,089			2,099
Minority interest in (income) loss in consolidated subsidiary		(47	)		(19	)		(7	)		(63	)		(37	)
Equity in income (loss) of investees		131			169			86			421			476
Net income	$	4,141		$	4,396		$	2,614		$	12,420		$	6,495
Basic income per share	$	0.16		$	0.17		$	0.10		$	0.48		$	0.25
Diluted income per share	$	0.16		$	0.16		$	0.10		$	0.47		$	0.24
Shares used in computing basic income		25,835			25,888			26,109			25,823			26,118
per share
Shares used in computing diluted income
per share		26,633			26,959			26,702			26,657			26,725

- more -

3545 North First Street San Jose, CA 95134 (408) 435-0800

NEWS RELEASE April 30, 2008

Pericom Semiconductor Corporation

Condensed Consolidated Balance Sheets

(In thousands)

	As of		As of
	Mar 29,2008		Jun 30, 2007
	(unaudited)
Assets
Current Assets:
Cash & cash equivalents	$	17,334	$	29,173
Short-term investments		92,741		42,268
Accounts receivable		28,533		19,621
Inventories		18,988		14,787
Prepaid expenses and other current assets		967		669
Deferred income taxes		3,967		4,280
Total current assets		162,530		110,798
Property and equipment, net		28,941		23,940
Investments in unconsolidated affiliates		10,192		9,619
Deferred income taxes-non current		5,434		5,572
Long-term investment in marketable securities		8,020		59,574
Goodwill		1,325		1,348
Intangible assets		1,186		1,311
Other assets		2,820		2,073
Total assets	$	220,448	$	214,235
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	12,160	$	12,553
Accrued liabilities		9,789		8,718
Current portion of long-term debt		0		392
Total current liabilities		21,949		21,663
Long-term debt		0		388
Deferred tax liabilities		797		797
Other long-term liabilities		0		3
Minority interest in consolidated subsidiaries		1,064		906
Total liabilities		23,810		23,757
Shareholders' equity:
Common stock		125,238		135,887
Retained earnings and other		71,400		54,591
Total shareholders' equity		196,638		190,478
Total liabilities and shareholders' equity	$	220,448	$	214,235

- end -

3545 North First Street San Jose, CA 95134 (408) 435-0800

EX-99.2