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): October 29, 2008

PERICOM SEMICONDUCTOR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

California

(State or Other Jurisdiction of Incorporation)

0-27026	77-0254621
(Commission File Number)	(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 2.02 Results of Operations and Financial Condition.

On October 29, 2008, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal first quarter and three months ended September 27, 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 9.01 Financial 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 entitled “Pericom Semiconductor Reports Fiscal Q1 2009 Financial Results” dated October 29, 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: October 29, 2008

EX-99.1

Contact: Jason Golz

FD Ashton Partners

Tel: 415-293-4411

jason.golz@fdashtonpartners.com

PERICOM SEMICONDUCTOR REPORTS

FISCAL Q1 2009 FINANCIAL RESULTS

Posts Record Revenues with Year-Over-Year Revenue Growth of 14%

San Jose, Calif. – October 29, 2008 - Pericom Semiconductor Corporation (NASDAQ: PSEM), a worldwide supplier of high-speed integrated circuits and frequency control products, today announced results for its fiscal first quarter ended September 27, 2008.

Quarterly Highlights

§	Net revenues grew 1.2% sequentially and 14.1% year-over-year to $43.9 million.
§	Net income declined 14.5% sequentially and increased 1.1% year-over-year to $3.9 million.
§	Gross profits increased $0.4 million sequentially and $2.0 million year-over-year. Gross margins increased 0.4% sequentially and were constant year-over-year at 36.4%.
§	Total shares repurchased were 200,000 shares.

Net revenues for the first quarter were $43.9 million, up 1.2% from the $43.4 million reported in the fourth quarter of last year, and up 14.1% from the $38.5 million reported in the comparable period last year. Gross margin was 36.4%, up 0.4% from 36.0% last quarter mainly due to a higher mix of IC products compared to the fourth quarter of last year. Operating expenses in the quarter were $11.1 million, up from $10.6 million in the previous quarter of last year and up from $9.9 million in the comparable period last year. Stock based compensation expense in the quarter was $0.8 million, up from $0.6 million in the previous quarter of last year and up from $0.5 million in the comparable period last year. Net income in the quarter was $3.9 million, or $0.15 per diluted share, compared with net income of $4.6 million, or $0.17 per diluted share in the fourth quarter of last year and net income of $3.9 million, or $0.15 per diluted share, in the same period a year ago.

“Pericom had an outstanding quarter with record revenue growth of 14 percent year-over-year, and solid profitability,” said Alex Hui, president and CEO of Pericom. “We have a strong financial foundation – this quarter alone we generated $30 million in cash and repurchased over 200 thousand shares.”

“While we enter our fiscal second quarter with a cautious outlook, due to the challenging business environment and limited visibility on end-market demands, we remain confident in our competitive position in the markets we serve. Our strategy to focus on enabling serial connectivity in high performance systems reaches out to a diverse set of customers in established and emerging markets and positions us to resume strong growth as the global economy achieves more stability,” concluded Hui.

New Products

Pericom introduced a total of 8 new products across the Signal Integrity, Timing and Connectivity product areas in this quarter.

Continuing to expand its solutions for high-speed serial protocols, Pericom introduced 2 switch products supporting the new DisplayPort^TM serial protocol and legacy VGA standard, targeting volume notebook and PC market segments. A family of 4 LVDS switches for LCD panel switching in notebook applications was also released. All 6 new switches address the need for seamless switching of multiple displays or display port options in next generation notebook and PC products.

NEWS RELEASE October 29, 2008

Expanding its timing solutions for high speed serial protocols, Pericom introduced the FD family of very low jitter, very high power supply rejection crystal oscillators. This new high performance oscillator family is aimed at hard disk drives, wireless access, and other high speed serial protocol applications that require a very stable, very low jitter clock source.

Adding to its broad PCIe Connectivity solution family, Pericom introduced an ‘industry first’ PCIe packet switch offering extremely small package and very low power consumption, enabling the new switch to target volume Computing, Consumer and Networking platforms.

Share Repurchase Update

On April 26, 2007, the Company’s Board of Directors authorized the repurchase of an additional 2.0 million shares and on April 29, 2008, our Board of Directors authorized the repurchase of an additional $30 million of our common stock. Pursuant to the 2007 authority, the Company repurchased 139,190 shares in the three months ended September 27, 2008 for an aggregate cost of $1.9 million and completed the repurchase of 2,000,000 shares at a total cost of approximately $25.2 million. Pursuant to the 2008 authority, the Company repurchased 60,810 shares in the three months ended September 27, 2008 for an aggregate cost of $0.8 million. During the same period in fiscal 2008, the Company repurchased approximately 0.5 million shares for an aggregate cost of $5.0 million. Shares purchased in the three months ended September 27, 2008 under the 2007 and 2008 authority had a combined average per share purchase price of $13.34.

Fiscal Q2 Outlook

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

· Revenues in the second fiscal quarter are expected to be in the range of $36.0 million to $40.0 million.

· Gross margins are expected to be in the range of 35.0% to 36.0%. Margins are influenced by the product mix of turns business and sales.

· Operating expenses are expected to be in the range of $10.6 million to $11.0 million, which include stock-based compensation expense of approximately $0.9 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 34.0%.

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) 874-1588 (domestic) or (719) 325-4811 (international) and reference “Pericom.” A slide presentation will accompany the conference call. To view the slides, please visit the investor relations section of www.pericom.com.

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 Passcode 3609417.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.

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

NEWS RELEASE October 29, 2008

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 statements regarding Pericom being positioned to resume strong growth and the statements under the captions ‘Fiscal Q2 Outlook’, which regard the anticipated revenues, gross margin, operating expenses, other income and tax rate in the first fiscal quarter, 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 28, 2008 and in particular the risk factors sections of that filing.

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

NEWS RELEASE October 29, 2008

Pericom Semiconductor Corporation

Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

	Three Months Ended
	Sep 27			Jun 28			Sep 29
	2008			2008			2007
Net revenues	$	43,896		$	43,373		$	38,468
Cost of revenues		27,914			27,768			24,467
Gross profit		15,982			15,605			14,001
Operating expenses:
Research and development		4,221			4,296			4,082
Selling, general and administrative		6,901			6,294			5,839
Total		11,122			10,590			9,921
Income from operations		4,860			5,015			4,080
Interest and other income		1,106			1,606			1,370
Other than temporary decline in value of investment		(44	)		(24	)		0
Income before income taxes		5,922			6,597			5,450
Income tax expense		2,069			2,132			1,691
Minority interest in (income) loss in consolidated subsidiary		(45	)		(53	)		3
Equity in income (loss) of investees		117			181			121
Net income	$	3,925		$	4,593		$	3,883
Basic income per share	$	0.15		$	0.18		$	0.15
Diluted income per share	$	0.15		$	0.17		$	0.15
Shares used in computing basic income per share		25,679			25,480			25,745
Shares used in computing diluted income per share		26,239			26,472			26,379

- more -

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

NEWS RELEASE October 29, 2008

Pericom Semiconductor Corporation

Condensed Consolidated Balance Sheets

(In thousands)

	As of		As of
	Sept 27,2008		Jun 28, 2008
	(unaudited)		(1)
Assets
Current Assets:
Cash & cash equivalents	$	39,069	$	41,646
Short-term investments		45,589		72,108
Accounts receivable		32,397		29,002
Other receivables		1,817		1,684
Inventories		18,740		17,921
Prepaid expenses and other current assets		4,895		5,943
Deferred income taxes		3,996		3,344
Total current assets		146,503		171,648
Property and equipment, net		28,751		29,173
Investments in unconsolidated affiliates		10,452		10,392
Deferred income taxes-non current		4,554		4,543
Long-term investment in marketable securities		36,332		10,171
Goodwill		1,325		1,325
Intangible assets		1,090		1,140
Other assets		3,343		3,191
Total assets	$	232,350	$	231,583
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	14,831	$	13,431
Accrued liabilities		7,874		8,779
Total current liabilities		22,705		22,210
Deferred tax liabilities		800		800
Non-current tax liabilities		1,018		-
Minority interest in consolidated subsidiaries		1,163		1,118
Total liabilities		25,686		24,128
Shareholders' equity:
Common stock		130,580		132,028
Retained earnings and other		76,084		75,427
Total shareholders' equity		206,664		207,455
Total liabilities and shareholders' equity	$	232,350	$	231,583

(1) Information derived from the audited Consolidated Financial Statements.

- end -

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

EX-99.2

Pericom Semiconductor:
Enabling Serial Connectivity

(Nasdaq: PSEM)

Fiscal 1Q09 Earnings

Safe Harbor

This presentation will include remarks about future expectations, plans and prospects for Pericom
which constitute forward-looking statements for purposes of the safe-harbor provisions under
applicable federal securities laws. Such forward-looking statements include the statements in the slide
entitled ”Q2 FY09 Business Outlook”, which sets forth expected revenues, gross margin and other
financial results for the fiscal second quarter

Actual results may differ materially from our forward-looking statements, as a result of various
important risks and uncertainties, including unexpected softness in demand for our products, price
erosion for certain of our products, customer decisions to reduce inventory and other risks and
uncertainties which are detailed and may be reviewed in the Company’s filings with the SEC.

All forward-looking statements included in this presentation are made as of the date of this
presentation, and Pericom expressly disclaims any obligation to update the information provided in
this presentation, except as required by law. 

We encourage you to review our most recent annual report on Form 10-K and our most recent
quarterly report on Form 10-Q filed with the SEC and, in particular the risk factor sections of those
filings.

2

Recent Earnings Overview

Quarterly:

Quarterly revenue of $43.9 M  

Up 1.2% Q-to-Q and up 14.1 % vs. Q1 FY08

End market shipments as % of revenues

Computer at 44%, communication at 34%, consumer at 17%,
other 5%

Geographic distribution as % of revenues

US at 6%, Asia at 91%, Europe at 3%

Channel sales as % of revenues

Domestic distribution at 3%, foreign distribution at 49%,
contract manufacturers at 30%, OEMs at 18%

3

Recent Earnings Overview

Quarterly:

Gross margin of 36.4%

Q1 gross margin up 40 bps sequentially, and flat vs. Q1
FY08

Operating expense of $11.1 M vs. $10.6 M last Q

Included stock base compensation expenses of $0.8M

Operating income of $4.9 M vs. $5.0 M last Q

Operating margin of 11.1 %

Net income of $3.9 M vs. $4.6 M last Q

Net profit margin of 8.9%

GAAP EPS of 15 cents vs. 17 cents last Q

Tax Rate of 35%

4

Strong Balance Sheet

Cash & Investments$121M

Working Capital$124M

Total Assets$232M

Total Liabilities$26M

Shareholders’ Equity$207M

Book Value/Share$8.05

Cash & Investments/Share$4.71

Sept. 2008

5

Q1 FY09 vs. Q1 FY08

1%

               
$3.93M

              
$3.88M

Net income

19%

               
$4.86M

               
$4.08M

Operating Income

12%

               
$11.12M

              
$9.92M

Expenses

14%

              
$15.98M

            
$14.00M

Gross Profit

14%

            
$43.90M

            
$38.47M

Revenue

% Change

Q1 FY09

Q1 FY08

6

Product Mix and Key Customers

Product mix as % of revenues

IC at 58%

Included analog switch at 21%, digital switch at 11%,
silicon clocks at 8%, connect at 13%, interface at 5%

FCP at 42%

Top five end customers: Dell, Cisco, Acer, HPQ, Garmin

Accounted  for 29% of total revenue  

One customer accounted for 10% of total revenue

7

New Products

Signal Conditioning:

Six switch products to address need for seamless switching
of multiple display or display port options

Targets volume Notebook, Desktop PCs

Timing:

A family of  'industry first' PCIe Gen2 very low jitter clock
oscillator/buffers

Targets Server, SetTop, Wireless, and Networking platforms

Connectivity:

An ‘industry first’ PCIe packet switch

Targets volume Computing, Consumer and Networking
platforms

8

Growth via Enabling Serial Connectivity

Migration of system connectivity from PARALLEL interface to  
high-speed SERIAL interface

Billion dollar market opportunity  with broad applications in
Computer, Communication and Consumer segments

Pericom is reaping the benefits  of being an early enabler of
serial connectivity with key IPs and broad solutions

Shipment into  Ethernet, PCIe Gen I, Gen II, HDMI and USB
applications now

Production ramp with  DisplayPort, eSATA solutions in 1H
FY2009

Legacy Parallel, Single-Ended Interface:  

(ISA, PCI, PCI-X, RS 232, ATA, SCSI…)

Serial Differential Interface:

(1Gb / 10Gb Ethernet, USB, PCI Express,
HDMI, DisplayPort, Fiber Channel, SAS,
SATA…)

9

Q2 FY09 Business Outlook

Revenue in the range of $36.0 M to $40.0 M

Gross margin in the 35.0% to 36.0% range

Operating expenses in the range of $10.6 M to $11.0 M

Include stock-based compensation expenses of
approximately $0.9 M

Other income of approximately $1.0 M

Tax rate of approximately 34.0%

10

Pericom Semiconductor:
Enabling Serial Connectivity

(Nasdaq: PSEM)

Fiscal 1Q09 Earnings

Q & A