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): November 2, 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 November 2, 2010, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal 2011 first quarter ended October 2, 2010. 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 First Quarter 2011 Financial Results” dated November 2, 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/ Aaron Tachibana                             

        Aaron Tachibana

        Chief Financial Officer

Date: November 2, 2010

EX-99.1

Exhibit 99.1

PERICOM SEMICONDUCTOR REPORTS

FISCAL FIRST QUARTER 2011 FINANCIAL RESULTS

§   Net revenues increased 3% sequentially, and 30% year-over-year.

§   GAAP net income attributable to Pericom shareholders increased 143% sequentially and 612% year-over-year.

San Jose, Calif. – November 2, 2010 - 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 October 2, 2010.

Net revenues for the first quarter were $42.8 million, an increase of 3% from the $41.5 million reported in the fourth quarter of fiscal 2010, and up 30% from the $33.0 million reported in the comparable period last year.  The first quarters of fiscal 2010 and 2011 had thirteen weeks each, while the fourth quarter of fiscal 2010 was a fourteen week quarter. The first quarter of fiscal 2011 included one month of Pericom Technology, Inc. (“PTI”) operations after the close of the acquisition on August 31, 2010.

Gross margin was 34.0% in the first quarter, down from 36.7% last quarter, and up from 32.0% in the comparable period last year. On a non-GAAP basis, gross margin would have been 35.3% in the first quarter if the share-based compensation, amortization of intangible assets, and amortization of the acquired inventory fair value adjustment from the PTI acquisition were excluded.

GAAP net incomeattributable to Pericom shareholders for the first quarter was $9.5 million, or $0.38 per diluted share, compared with net income of $3.9 million, or $0.15 per diluted share in the fourth quarter, and net income of $1.3 million, or $0.05 per diluted share in the comparable period last year. GAAP net income for the first quarter of fiscal 2011 included share based compensation, amortization of intangible assets, amortization of the fair value adjustments related to acquired inventory, a one-time gain on the previously held interest in Pericom Technology, Inc., and other acquisition related expenses. Excluding these items, non-GAAP net income for the first quarter was $4.3 million or $0.17 per diluted share, compared with $4.8 million or $0.19 per diluted share in the fourth quarter, and net income of $2.1 million, or $0.08 per diluted share in the comparable period last year.  The income tax rate for the first quarter was 35.1% on a non-GAAP basis compared with the fourth quarter rate of 27.7%.  The higher first quarter tax rate was due to the gain on previously held PTI shares being taxed at a high rate as well as the income mix between domestic and foreign jurisdictions, while the fourth quarter benefited from the release of certain reserves.

“We are pleased to report our sixth consecutive sequential revenue increase. A key driver for the revenue growth is our Connect product line which had a sequential 14% revenue growth” said Alex Hui, President and CEO of Pericom.

“The design activities for our serial connectivity and timing product solutions continue to produce results. We recently introduced 7 new products supporting the new PCI Express® 3.0 8Gbps and received strong interest from customers on these products. We completed the acquisition of PTI at  end of August.  This acquisition adds over $20 million of revenues at good gross margins and provides us with a stronger platform in the fast growing Greater China market.”

Non-GAAP Financial Information

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP), this announcement of operating results contains non-GAAP financial measures that exclude the income statement effects of share-based compensation, amortization of intangible assets, fair value adjustments of acquired inventory,  acquisition-related expenses, a one-time gain on the previously held interest in Pericom Technology, Inc., and the effects of excluding share-based compensation upon the number of diluted shares used in calculating non-GAAP earnings per share.

We have excluded share-based compensation expense in calculating these non-GAAP financial measures.  These expenses are non-cash in nature and rely on valuations of the future market price of our common stock that is difficult to predict and is affected by market factors that are largely not within the control of management. We have excluded amortization of intangible assets, amortization of the fair value adjustments related to acquired inventory, acquisition related expenses, the gain on the previously held interest in PTI, and the corresponding tax effect because we do not consider them to be related to our core operating performance.

We use the non-GAAP financial measures that exclude these items to make strategic decisions, forecast future results and evaluate the Company’s current performance. We believe that the presentation of non-GAAP financial measures that exclude these items is useful to investors because we do not consider these charges either part of the day-to-day business or reflective of the core operational activities of the Company that are within the control of management or that are used to evaluate the Company’s operating performance.

The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

New Products

In the September quarter, Pericom introduced a total of 12 new products across the Signal Integrity, Timing, and Connectivity product areas. Seven of the twelve new products introduced support the new PCI Express® 3.0 8Gbps specification being adopted for next generation server, storage, networking, and embedded market segments These products were introduced at the Intel Developer’s Forum in September 2010.

·   Expanding our solutions for high-speed serial protocol signal integrity, Pericom introduced 6 new ReDriverTM products for PCIe 3.0, SATA3, SAS2, eSATA, and DisplayPort™ protocols. These products address volume PC, server, storage, networking, and embedded market segments.

·   Adding to our high-speed connectivity solutions, we introduced a new switching and connectivity product supporting the new PCIe 3.0 8Gbps speed.

·   We expanded our timing solutions for next generation platforms by introducing 5 new products: 4 advanced clock generators and clock buffers supporting the new PCIe 3.0 8Gbps speed, and one advanced voltage controlled crystal oscillator (VCXO) targeting new cell phone chipsets for the ultra mobility market segment.

Share Repurchase Update

On April 29, 2008, our Board of Directors authorized the repurchase of $30 million of our common stock.  Pursuant to the 2008 authority, the Company repurchased 163,161 shares in the three months ended October 2, 2010 for an aggregate cost of $1,409,467 and an average per share purchase price of $8.64.  The remaining balance of potential share repurchases under the 2008 authority is approximately $16.4 million.

PTI Acquisition

During the first quarter, Pericom acquired all remaining outstanding shares of Pericom Technology, Inc. (“PTI”) for approximately $30.6 million in cash, with a potential for an additional payment of up to $6 million in earn-out consideration and bonus for the achievement of certain milestones during our fiscal 2011.  Pericom previously held a 40.4% ownership in PTI on a fully diluted basis and accounted for its investment in PTI using the equity method due to Pericom’s significant influence over its operations.  PTI is a fabless IC provider of timing, power management, and analog switch products that are sold primarily to Asian telecom, consumer, and ultra-mobility market segments.  The company was incorporated in the British Virgin Islands in 1994, and is headquartered in Hong Kong, with significant operations in Shanghai and Shenzhen, People’s Republic of China.  For additional information about the PTI acquisition, please refer to the Pericom press release library at http://www.pericom.com/press/211/ and click on the link for the press release dated August 9, 2010 describing Pericom’s acquisition of PTI.

Fiscal Q2 2011 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 $40 million to $42 million.

·   Non-GAAP gross margins are expected to be in the 36% to 39% range.

·   Non-GAAP operating expenses are expected to be in the range of $10.6 to $11.0 million.

·   Other income is expected to be approximately $0.7 million.

·   The effective tax rate is expected to be approximately 33-34%.

Conference Call

The press release will be followed by a conference call beginning at 1:30 p.m. Pacific time on November 2, 2010. To listen to the call, dial (877) 377-7103 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.

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.

A taped replay of the conference call will be made available for the period from this evening through midnight on Tuesday, November 9th. To listen to the replay, dial (800) 642-1687 and reference conference ID 20773068.

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 captions ”Fiscal Q2 2011 Outlook”, which regard the anticipated revenues, gross margin, operating expenses, other income, net income and effective tax rate in the second fiscal quarter of 2011, 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, and continuing revenue growth and delivering improved operating results. 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 July 3, 2010, and, in particular, the risk factors sections contained in that report.

Contact: Aaron Tachibana

Pericom Semiconductor

Tel: 408 435-0800

atachibana@pericom.com

- See Attached Tables -

NEWS RESLEASE, November 2, 2010

Pericom Semiconductor Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
	Three Months Ended
	October 2,		July 3,		September 26,
	2010		2010		2009
Net revenues	$	42,775	$	41,495	$	32,952
Cost of revenues		28,240		26,246		22,416
Gross profit		14,535		15,249		10,536
Operating expenses:
Research and development		4,397		4,575		4,046
Selling, general and administrative		7,742		7,413		6,828
Total operating expenses		12,139		11,988		10,874
Income (loss) from operations		2,396		3,261		(338	)
Interest and other income		11,936		1,072		1,643
Income before income taxes		14,332		4,333		1,305
Income tax expense		5,378		1,174		475
Net income from consolidated companies		8,954		3,159		830
Equity in net income of unconsolidated affiliates		556		759		527
Net income		9,510		3,918		1,357
Net income attributable to noncontrolling interests		-		-		(22	)
Net income attributable to Pericom shareholders	$	9,510	$	3,918	$	1,335
Basic income per share to Pericom shareholders	$	0.38	$	0.16	$	0.05
Diluted income per share to Pericom shareholders	$	0.38	$	0.15	$	0.05
Shares used in computing basic income per share		24,890		25,210		25,509
Shares used in computing diluted income per share		25,263		25,582		25,678
- more -

NEWS RESLEASE, November 2, 2010

Pericom Semiconductor Corporation
Condensed Consolidated Statements of Operations
(In thousands)
(unaudited)
	Three Months Ended
	October 2,		July 3,		September 26,
	2010		2010		2009
Share-based compensation
Cost of revenues	$	73	$	88	$	63
Research and development		390		441		352
Selling, general and administrative		600		659		515
Share-based compensation expense	$	1,063	$	1,188	$	930
Amortization of intangible assets
Cost of revenues	$	269	$	29	$	29
Selling, general and administrative		129		54		54
Amortization of intangible assets	$	398	$	83	$	83
- more -

NEWS RESLEASE, November 2, 2010

Pericom Semiconductor Corporation
Reconciliation of GAAP Net Income to Non-GAAP Net Income
(In thousands)
(unaudited)
	Three Months Ended
	October 2,			July 3,			September 26,
	2010			2010			2009
GAAP net income	$	9,510		$	3,918		$	1,335
Reconciling items:
Share-based compensation expense		1,063			1,188			930
Amortization of intangible assets		398			83			83
Fair value adjustment amortization on acquired inventory		202			-			-
Gain on previously held interest at PTI		(11,004	)		-			-
Acquisition-related costs		594			-			-
Interest expense accrual relating to PTI acquisition earnout		74			-			-
Fair value adjustment to depreciation expense on acquired fixed assets		15			-			-
Compensation expense accrual relating to PTI acquisition		128			-			-
Tax effect of adjustments		3,341			(380	)		(255	)
Total reconciling items		(5,189	)		891			758
Non-GAAP net income	$	4,321		$	4,809		$	2,093
Reconciliation of GAAP Diluted EPS to Non-GAAP Diluted EPS
(unaudited)
Diluted net income per share:
GAAP diluted income per share	$	0.38		$	0.15		$	0.05
Adjustments:
Share-based compensation expense		0.04			0.05			0.04
Amortization of intangible assets		0.02			0.00			0.00
Fair value adjustment amortization on acquired inventory		0.01			-			-
Gain on previously held interest at PTI		(0.44	)		-			-
Acquisition-related costs		0.02			-			-
Interest expense accrual relating to earnout		0.00			-			-
Fair value adjustment to depreciation expense on acquired fixed assets		0.00			-			-
Compensation expense accrual relating to PTI acquisition		0.01			-			-
Tax effect of adjustments		0.13			(0.01	)		(0.01	)
Total adjustments		(0.21	)		0.04			0.03
Non-GAAP diluted income per share	$	0.17		$	0.19		$	0.08
Shares used in diluted net income per share calculation:
GAAP		25,263			25,582			25,678
Exclude the benefit of share-based compensation expense (1)		265			265			134
Non-GAAP		25,528			25,847			25,812

   (1) For purposes of calculating non-GAAP diluted net income per share, the GAAP diluted weighted average shares outstanding is adjusted to exclude the benefits of unamortized stock compensation costs that are treated as proceeds assumed to be used to repurchase shares under the GAAP treasury stock method.

- more -

NEWS RESLEASE, November 2, 2010

Pericom Semiconductor Corporation
Reconciliation of GAAP Gross Margin to Non-GAAP Gross Margin
(In thousands)
(unaudited)
	Three Months Ended
	October 2,			July 3,			September 26,
	2010			2010			2009
GAAP gross margin	$	14,535		$	15,249		$	10,536
- % of revenues		34.0	%		36.7	%		32.0	%
Reconciling items:
Share-based compensation		73			88			63
Amortization of intangible assets		269			29			29
Fair value adjustment amortization on acquired inventory		202			-			-
Fair value adjustment to depreciation expense on acquired fixed assets		1			-			-
Compensation expense accrual relating to PTI acquisition		37			-			-
Total reconciling items		582			117			92
Non-GAAP gross margin	$	15,117		$	15,366		$	10,628
- % of revenues		35.3	%		37.0	%		32.3	%
Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses
(unaudited)
GAAP operating expenses	$	12,139		$	11,988		$	10,874
- % of revenues		28.4	%		28.9	%		33.0	%
Reconciling items:
Share-based compensation		(990	)		(1,100	)		(867	)
Amortization of intangible assets		(129	)		(54	)		(54	)
Acquisition-related costs		(594	)		-			-
Fair value adjustment to depreciation expense on acquired fixed assets		(14	)		-			-
Compensation expense accrual relating to PTI acquisition		(91	)		-			-
Total reconciling items		(1,818	)		(1,154	)		(921	)
Non-GAAP operating expenses	$	10,321		$	10,834		$	9,953
- % of revenues		24.1	%		26.1	%		30.2	%
- more -

NEWS RESLEASE, November 2, 2010

Pericom Semiconductor Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(unaudited)
	As of		As of
	October 2, 2010		July 3, 2010
Assets
Current assets:
Cash and cash equivalents	$	27,904	$	29,495
Restricted cash		3,807		-
Short-term investments		80,502		76,454
Accounts receivable - trade		26,089		25,365
Inventories		31,015		23,431
Prepaid expenses and other current assets		7,204		6,825
Deferred income taxes		3,216		3,119
Total current assets		179,737		164,689
Property, plant and equipment-net		58,593		50,760
Investments in unconsolidated affiliates		2,423		13,183
Deferred income taxes non current		3,670		3,868
Long-term investments in marketable securities		4,746		12,977
Goodwill		15,909		1,681
Intangible assets		17,195		1,452
Other assets		9,754		7,438
Total assets	$	292,027	$	256,048
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	13,959	$	15,585
Accrued liabilities and other		22,177		10,781
Short-term debt		6,279		-
Total current liabilities		42,415		26,366
Industrial development subsidy		8,156		6,577
Other long-term liabilities		8,132		1,199
Total liabilities		58,703		34,142
Shareholders' equity:
Common stock and paid in capital		130,519		130,536
Retained earnings and other comprehensive income		102,805		91,370
Total Pericom shareholders' equity		233,324		221,906
Total liabilities and shareholders' equity	$	292,027	$	256,048
- end -

EX-99.2