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): February 3, 2010

 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 2.02  Results of Operations and Financial Condition.

On February 3, 2010, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal 2010 second quarter ended December 26, 2009. 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 Q2 2010 Financial Results” dated February 3, 2010.
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: February 3, 2010

EX-99.1

Contact: Robert Strickland

Pericom Semiconductor

Tel: 408 435-0800

rstrickland@pericom.com

PERICOM SEMICONDUCTOR REPORTS

FISCAL Q2 2010 FINANCIAL RESULTS

San Jose, Calif. – February 3, 2010 - Pericom Semiconductor Corporation (NASDAQ: PSEM), a worldwide supplier of high-speed integrated circuits and frequency control products, today announced results for its fiscal second quarter ended December 26, 2009.

Quarterly Summary

§   Net revenues improved 9% sequentially and 17% year-over-year to $35.8 million.

§   Gross profits increased $1.5 million sequentially and $2.1 million year-over-year.

§   Gross margin of 33.6% improved 166 basis points on a sequential basis and 126 basis points year-over-year.

§   Net income increased 86% sequentially and 120% year-over-year to $2.5 million.

§   Total shares repurchased during the period were 102,551 shares for $1,056,399.

Second Quarter 2010 Operating Results

Net revenues for the second quarter were $35.8 million, an increase of  9% from the $33.0 million reported in the first quarter, and up 17% from the $30.7 million reported in the comparable period last year. Gross margin was 33.6%, up from 32.0% last quarter, and up from 32.4% in the comparable period last year. Net revenues for the six-month period ending December 26, 2009 were $68.8 million, down 8% from $74.5 million in the prior year comparable period. Gross margin in the six-month period ending December 26, 2009 was 32.8%, down from 34.8% in the comparable period last year.

Operating expenses in the quarter were $10.4 million, down from $10.9 million in the previous quarter and up from $10.0 million in the comparable period last year. Operating expenses in the six-month period ending December 26, 2009 were $21.3 million, unchanged from the comparable period last year. Share-based compensation expense in the quarter was $933,000, up from $930,000 in the previous quarter and up from $904,000 in the comparable period last year. Stock based compensation expense for the six-month period ended December 26, 2009 was $1,863,000, up from $1,699,000 in the comparable prior year period.

Net income in the quarter was $2.5 million, or $0.10 per diluted share, compared with net income of $1.3 million, or $0.05 per diluted share in the first quarter, and net income of $1.1 million, or $0.04 per diluted share in the comparable period last year. Net income in the six-month period ending December 26, 2009 was $3.8 million, or $0.15 per diluted share, down from $4.8 million, or $0.19 per diluted share in the comparable prior year period.

“We are pleased to report a strong sequential revenue increase of 9%, driven by a pickup in demand from all key market segments that we serve.” said Alex Hui, president and CEO of Pericom.   “We achieved a sequential improvement in gross margin and a reduction in operating overhead, giving us better operating results. We will continue to drive improvements in these areas going forward.”

“We are happy to see the deployment of our serial connectivity and timing solutions beyond the digital video and PC markets that we served in recent years. We initiated the volume shipment of PCIe products into embedded applications such as multi-function printers and wireless routers. We also scored multiple design wins with our signal integrity solution at key networking and server OEMs. With new versions of serial protocols operating at higher data rates, we expect to see an increasing need for our products. With its broad connectivity and timing solutions, Pericom is well positioned to  support our key customers in the next phase of growth.  We look forward to resuming our revenue growth and delivering better operating results in 2010.”

NEWS RELEASE February 3, 2010

New Products

In the December quarter, we continued to expand our serial connectivity solution with the introduction of 9 new products that work across the Signal Integrity, Timing and Connectivity product areas:

·   Expanding its solutions for high speed serial protocol signal integrity, Pericom introduced 2 new ReDriverTM products addressing high speed serial SATA (Serial ATA) and DisplayPort protocols. These products address volume computing and ultra-mobility market segments.

·   Adding to high speed Connectivity solutions, Pericom introduced 3 new switching and connectivity products targeted across PCIe Gen2, HDMI, and USB 2.0 protocols. The USB 2.0 product integrates industry leading features for ultra-mobility (cell phone) platforms. Other target segments include volume computing.

·   Expanding its timing solutions for next generation platforms, Pericom introduced 4 new products in the past quarter—2 advanced crystal oscillators (XO) and 2 clock generator/buffers—all targeting next generation networking and ultra-mobility market segments.

Share Repurchase Update

On April 29, 2008, our Board of Directors authorized the repurchase of an additional $30 million of our common stock.  Pursuant to the 2008 authority, the Company repurchased 102,551 shares in the three months ended December 26, 2009 for an aggregate cost of $1,056,399 and an average per share purchase price of $10.30.  The remaining balance of potential share repurchases under the 2008 authority is approximately $25.4 million.

Fiscal Q3 Outlook

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

·   Revenues in the third fiscal quarter are expected to be in the range of $34.0 million to $36.0 million.

·   Gross margins are expected to be in the 33% to 35% range.

·   Operating expenses are expected to be in the range of $9.8 to $10.4 million, which include stock-based compensation expense of approximately $1.0 million.

·   Other income is expected to be approximately $1.1 million.

·   Net income from unconsolidated affiliates PTI and JCP is expected to be approximately $0.4 million.

·   The effective tax rate is expected to be approximately 33%.

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 (888) 278-8459 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 five business days. To listen to the replay, dial (888) 203-1112 and reference conference number 5436348. 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.

NEWS RELEASE February 3, 2010

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, California, 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 caption ‘Fiscal Q3 Outlook’, which regard the anticipated revenues, gross margin, operating expenses, other income and tax rate in the third fiscal quarter, and statements regarding continuing to drive improvements in gross margin and operating overhead, an increasing need for our products, Pericom being well positioned for the next phase of growth, resuming revenue growth and delivering better operating results in 2010. 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 27, 2009, and, in particular, the risk factors section contained therein.

- See Attached Tables -

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

NEWS RELEASE February 3, 2010

Pericom Semiconductor Corporation

Condensed Consolidated Balance Sheets

(In thousands)

(unaudited)

	As of		As of
	Dec 26, 2009		Jun 27, 2009
Assets
Current Assets:
Cash & cash equivalents	$	31,547	$	37,321
Restricted cash		3,141		3,200
Short-term investments		74,075		75,471
Accounts receivable - trade		22,068		22,875
Inventories		18,994		16,340
Prepaid expenses and other current assets		3,769		3,738
Deferred income taxes		2,700		2,433
Total current assets		156,294		161,378
Property, plant and equipment-net		49,372		47,238
Investments in unconsolidated affiliates		11,903		10,826
Deferred income taxes non current		3,710		4,657
Long-term investments in marketable securities		20,439		11,780
Goodwill		1,681		1,673
Intangible assets		1,617		1,764
Other assets		7,159		6,742
Total assets		252,175	$	246,058
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	12,359	$	10,824
Accrued liabilities		13,589		15,118
Current portion of long-term debt		122		60
Total current liabilities		26,070		26,002
Long-term debt		1,582		1,610
Industrial development subsidy		4,198		3,718
Other long-term liabilities		1,287		1,287
Total liabilities		33,137		32,617
Shareholders' equity:
Common stock and paid in capital		135,013		133,162
Retained earnings and other comprehensive income		84,025		79,046
Total Pericom shareholders' equity		219,038		212,208
Noncontrolling interests in consolidated subsidiaries		-		1,233
Total equity		219,038		213,441
Total liabilities and equity	$	252,175	$	246,058

- more -

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

NEWS RELEASE February 3, 2010

Pericom Semiconductor Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

	Three Months Ended									Six Months Ended
	Dec 26			Sep 26			Dec 27			Dec 26			Dec 27
	2009			2009			2008			2009			2008
Net revenues	$	35,805		$	32,952		$	30,732		$	68,757		$	74,530
Cost of revenues		23,762			22,416			20,785			46,178			48,590
Gross profit		12,043			10,536			9,947			22,579			25,940
Operating expenses:
Research and development		4,336			4,046			4,363			8,382			8,584
Selling, general and administrative		6,035			6,828			5,453			12,863			12,354
Restructuring charge		-			-			217			-			217
Total operating expenses		10,371			10,874			10,033			21,245			21,155
Income from operations		1,672			(338	)		(86	)		1,334			4,785
Interest and other income		1,288			1,643			1,264			2,931			2,370
Other than temporary decline in value of investment		-			-			-			-			(458	)
Income before income taxes		2,960			1,305			1,178			4,265			6,697
Income tax expense		1,002			475			(46	)		1,477			1,884
Income from consolidated companies		1,958			830			1,224			2,788			4,813
Equity in net income (loss) of unconsolidated affiliates		536			527			(71	)		1,063			46
Net income		2,494			1,357			1,153			3,851			4,859
Net income attributable to noncontrolling interests		(6	)		(22	)		(23	)		(28	)		(68	)
Net income attributable to Pericom shareholders	$	2,488		$	1,335		$	1,130		$	3,823		$	4,791
Basic income per share to Pericom shareholders	$	0.10		$	0.05		$	0.04		$	0.15		$	0.19
Diluted income per share to Pericom shareholders	$	0.10		$	0.05		$	0.04		$	0.15		$	0.19
Shares used in computing basic income per share		25,543			25,509			25,418			25,526			25,549
Shares used in computing diluted income per share		25,911			25,678			25,496			25,795			25,868

- more -

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

Pericom Semiconductor Corporation

Share-Based Compensation

(In thousands)

(unaudited)

	Three Months Ended
	Dec 26		Jun 27		Dec 27
	2009		2009		2008
Manufacturing	$	65	$	67	$	63
Research & development		342		354		352
Selling, general & administrative		526		467		489
	$	933	$	888	$	904

- end -

EX-99.2

Pericom Semiconductor:
Enabling Serial Connectivity

(NASDAQ: PSEM)

Fiscal Q210 Earnings

1

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 statementsinclude the statements in the slide entitled ”Q3 FY10
Business Outlook”, which sets forth expected revenues, gross margin and other financial results for the fiscal  
third 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

Q2 Earnings Overview

Quarterly:

Quarterly revenue of $35.8 M  

Up 9% Q-to-Q and 17% vs. Q2 FY09

End market shipments as % of revenues

Computer at 47%, communication at 31%, consumer at 15%,
other 7%

Geographic distribution as % of revenues

US at 8%, Asia at 87%, Europe at 5%

Channel sales as % of revenues

Domestic distribution at 6%, foreign distribution at 54%,
contract manufacturers at 24%, OEMs at 16%

3

Q2 Earnings Overview

Quarterly:

Gross margin of 33.6%

Q2 gross margin increased 166 bps sequentially and 127 bps
vs. Q2 FY09

Operating expense of $10.4 M vs. $10.9 M last Q included:

Stock base compensation expenses of $933 thousand

Operating income of $1.7 M vs. operating loss of $.3 M last Q

Operating income margin of 4.7 %

Net income of $2.5 M vs. $1.3 M last Q

Net profit margin of 6.9%

GAAP EPS of  10 cents vs. 5 cents last Q

Tax Rate of 33.9% for Q2.

4

Strong Balance Sheet

Cash & Investments$126M

Working Capital$130M

Total Assets$252M

Total Liabilities$33M

Shareholders’ Equity$219M

Book Value/Share$8.58

Cash & Investments/Share$4.94

Dec. 2009

5

Q2 Product Mix and Key Customers

Product mix as % of revenues

IC at 62%

Included analog switch at 28%, digital switch at 8%, silicon clocks
at 8%, connect at 16%, interface at 2%

FCP at 38%

Top five end customers

Accounted  for 29% of total revenue  

No customer accounted for over 10% of total revenue

6

New Products – 2QFY10

Pericom introduced a total of 9 new products across the Signal Integrity,
Timing, and Connectivity product areas in our 2QFY10.

Signal Conditioning:

Pericom introduced 2 new ReDriver^TM products  - addressing high
speed serial SATA and DisplayPort protocols.  These products
address volume Computing and Ultra Mobility market segments.

 Switching:

Pericom introduced 3 new switching and connectivity products
targeted across PCIe Gen2, HDMI, and USB2.0 protocols. The USB2.0
product integrates industry leading features for Ultra Mobility (cell
phone) platforms. Other target segments include volume Computing.

Timing

Pericom introduced 4 new products in the past quarter – 2 advanced
crystal oscillators (XO), and 2 clock generator / buffers – all targeting
next generation Networking and Ultra Mobility market segments

7

Q3 FY10 Business Outlook

Revenue in the range of $34.0 M to $36.0 M

Gross margin in the 33% to 35% range

Operating expenses in the range of $9.8 M to $10.4 M

Include stock-based compensation expenses of approximately
$1.0 M

Other income of approximately $1.1 M

Consist primarily of interest income

Net income from unconsolidated affiliates – PTI and JCP of $0.4 M

Tax rate of approximately 33%

8

Pericom Semiconductor:
Enabling Serial Connectivity

(Nasdaq: PSEM)

Fiscal 2Q10 Earnings

Q & A

9