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): May 4, 2011

 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 May 4, 2011, Pericom Semiconductor Corporation issued a press release announcing earnings for the fiscal 2011third quarter ended April 2, 2011. 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 entitled “Pericom Semiconductor Reports Fiscal Third Quarter 2011 Financial Results” dated May 4, 2011.
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: May 4, 2011

EX-99.1

PERICOM SEMICONDUCTOR REPORTS

FISCAL THIRD QUARTER 2011 FINANCIAL RESULTS

§ Revenues and operating expenses were in line with guidance.

§ Gross margin was below guidance due to higher absorption charges from lower production volume.

San Jose, Calif. – May 4, 2011 - 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 April 2, 2011.

Net revenues for the third quarter were $39.6 million, a decrease of 3% from the $40.7 million reported in the second quarter of fiscal 2011, and up 8% from the $36.7 million reported in the comparable period last year.  The sequential revenue decline primarily resulted from lower volume associated with customer inventory adjustments to align with end user demand, an adjustment period that we believe has now been completed. The second and third quarters of fiscal 2011 included a full three months of Pericom Technology, Inc. (“PTI”) operations, acquired on August 31, 2010.

GAAP gross margin was 31.3% in the third quarter, down from 33.5% last quarter and from 35.3% in the comparable period last year. On a non-GAAP basis, gross margin was 32.6% in the third quarter, which reflects exclusion of share-based compensation, amortization of intangible assets, and amortization of fair value adjustments and compensation expense accruals from the PTI acquisition. The comparable non-GAAP gross margins were 36.3% last quarter and 35.6% in the comparable period last year. The decline in gross margin primarily reflects higher absorption charges from lower production volumes.

GAAP net incomeattributable to Pericom shareholders for the third quarter was $531,000, or $0.02 per diluted share, compared with net income of $1.8 million, or $0.07 per diluted share in the second quarter, and net income of $3.1 million, or $0.12 per diluted share in the comparable period last year. GAAP net income for the second and third quarters of fiscal 2011 included share-based compensation, amortization of intangible assets, amortization of fair value adjustments, and other PTI acquisition related expenses.  Excluding these items, non-GAAP net income for the third quarter was $2.5 million or $0.10 per diluted share, compared with $4.1 million or $0.16 per diluted share in the second quarter, and non-GAAP net income of $3.8 million, or $0.15 per diluted share in the comparable period last year.

“We believe the inventory corrections are largely complete as our book-to-bill ratio exceeded 1.0 for the first time in three quarters. We reduced in-house inventory 11% and reduced channel inventory by one week to seven weeks at the end of the third quarter. In addition, sales out of our distribution channel increased by 3% from the previous quarter, signaling healthy end user demand” said Alex Hui, President and CEO of Pericom.   

 “We continue to see strong adoption of our second and third generation serial connectivity and timing products for computer, communication and consumer applications. Our near term outlook is positive for all Pericom product areas and end markets and we expect to resume revenue growth and gross margin improvement in the remaining quarters of CY2011.”

New Products

In the March quarter, Pericom introduced a total of 17 new products across the Signal Integrity, Timing, and Connectivity product areas.

·   We expanded our solutions for high-speed serial protocol signal integrity by introducing 6 new ReDriverTM products for SATA3, SAS2, and PCIe 2.0/5Gb protocols. These products address volume notebook, server, storage, and embedded market segments, with the SATA3 and SAS2 redrivers offering low power consumption from a competitive standpoint. The PCIe 5Gb ReDriver is optimized for the longer transmission distances in networking and embedded applications.

NEWS RELEASE May 4, 2011

·   Adding to our high-speed connectivity solutions, we introduced 3 new products with highly integrated features for PCIe 3.0 lane and signal switching, HDMI active switching, and USB port charging. The PCIe 3.0 switch targets server, storage, and embedded markets, the HDMI switch targets digital media applications, and the USB Sleep and ChargeTM product for mobile device charging targets the notebook and tablet computing segments.

·   Expanding our timing solutions for next generation platforms, we introduced 8 new products across 2 new HiFlexTM crystal oscillator (XO) and clock generator product families. These 2 new families offer attractively low jitter and package footprints and target server, storage, networking and embedded market segments.

Fiscal Q4 2011 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 $41.5 million to $43.5 million.

·   GAAP gross margins are expected to be between 33.3% and 35.3%, and adjusting for share-based compensation, amortization of intangibles, fair value adjustments, and compensation accruals that are expected to total approximately 1.2%, non-GAAP gross margins are expected to be in the 34.5% to 36.5% range.

·   GAAP operating expenses are expected to be between $12.4 and $13.0 million, and adjusting for share-based compensation, amortization of intangibles, fair value adjustments, and compensation accruals that are expected to total approximately $1.7 million, non-GAAP operating expenses are expected to be in the range of $10.7 to $11.3 million.

·   Other income is expected to be between $0.4 and $0.7 million on a GAAP basis and $0.6 and $0.9 million on a non-GAAP basis.

·   The effective tax rate is expected to be approximately 30-33%on a GAAP basis and 27-30% on a non-GAAP basis.

Conference Call

The press release will be followed by a conference call beginning at 1:30 p.m. Pacific time on May 4, 2011. 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 Wednesday, May 11th. To listen to the replay, dial (800) 642-1687 and reference conference ID 62720092.

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 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.

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

NEWS RELEASE May 4, 2011

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 PTI, restructuring expenses, 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, restructuring expenses associated with headcount reductions, 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.

Safe Harbor Statement

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 2011 Outlook”, which regard the anticipated revenues, gross margin, operating expenses, other income, net income and effective tax rate in the fourth fiscal quarter of 2011, and statements from our CEO quoted on the second page of this press release regarding revenue growth and margin improvement, the completion of inventory adjustments, end user demand, strong adoption of Pericom products, the positive outlook for products and markets, and other future expectations. 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 quarterly report on Form 10-Q for the quarter ended January 2, 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 -

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

NEWS RELEASE May 4, 2011

Pericom Semiconductor Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

	Three Months Ended							Nine Months Ended
	April 2,			January 1,		March 27,		April 2,		March 27,
	2011			2011		2010		2011		2010
Net revenues	$	39,555		$	40,671	$	36,661	$	123,001	$	105,418
Cost of revenues		27,190			27,058		23,723		82,488		69,900
Gross profit		12,365			13,613		12,938		40,513		35,518
Operating expenses:
Research and development		5,238			5,060		4,251		14,695		12,633
Selling, general and administrative		7,231			6,986		6,201		21,960		19,065
Total operating expenses		12,469			12,046		10,452		36,655		31,698
Income (loss) from operations		(104	)		1,567		2,486		3,858		3,820
Interest and other income		1,132			614		1,219		13,683		4,150
Income before income taxes		1,028			2,181		3,705		17,541		7,970
Income tax expense		514			446		1,260		6,338		2,737
Net income from consolidated companies		514			1,735		2,445		11,203		5,233
Equity in net income of unconsolidated affiliates		17			77		608		651		1,671
Net income		531			1,812		3,053		11,854		6,904
Net income attributable to noncontrolling interests		-			-		-		-		(28	)
Net income attributable to Pericom shareholders	$	531		$	1,812	$	3,053	$	11,854	$	6,876
Basic income per share to Pericom shareholders	$	0.02		$	0.07	$	0.12	$	0.48	$	0.27
Diluted income per share to Pericom shareholders	$	0.02		$	0.07	$	0.12	$	0.47	$	0.27
Shares used in computing basic income per share		24,993			24,894		25,386		24,926		25,479
Shares used in computing diluted income per share		25,341			25,270		25,697		25,291		25,762

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

NEWS RELEASE May 4, 2011

Pericom Semiconductor Corporation
Condensed Consolidated Statements of Operations
(In thousands)
(unaudited)
	Three Months Ended						Nine Months Ended
	April 2,		January 1,		March 27,		April 2,		March 27,
	2011		2011		2010		2011		2010
Share-based compensation
Cost of revenues	$	62	$	57	$	70	$	192	$	198
Research and development		421		353		371		1,164		1,065
Selling, general and administrative		708		591		557		1,899		1,598
Share-based compensation expense	$	1,191	$	1,001	$	998	$	3,255	$	2,861
Amortization of intangible assets
Cost of revenues	$	338	$	564	$	29	$	1,171	$	87
Selling, general and administrative		290		285		54		704		160
Amortization of intangible assets	$	628	$	849	$	83	$	1,875	$	247

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

NEWS RELEASE May 4, 2011

Pericom Semiconductor Corporation
Reconciliation of GAAP Net Income to Non-GAAP Net Income
(In thousands)
(unaudited)
	Three Months Ended									Nine Months Ended
	April 2,			January 1,			March 27,			April 2,			March 27,
	2011			2011			2010			2011			2010
GAAP net income attributable to Pericom shareholders	$	531		$	1,812		$	3,053		$	11,854		$	6,876
Reconciling items:
Share-based compensation expense		1,191			1,001			998			3,255			2,861
Amortization of intangible assets		628			849			83			1,875			247
Fair value adjustment amortization on acquired inventory		-			412			-			614			-
Gain on previously held interest at PTI		-			-			-			(11,004	)		-
Acquisition-related costs		-			4			-			598			-
Interest expense accrual relating to PTI acquisition earnout		204			204			-			482			-
Fair value adjustment to depreciation expense on acquired fixed assets		49			46			-			110			-
Compensation expense accrual relating to PTI acquisition		360			359			-			847			-
Restructuring charge		118			-			-			118
Tax effect of adjustments		(606	)		(618	)		(318	)		2,118			(855	)
Total reconciling items		1,944			2,257			763			(987	)		2,253
Non-GAAP net income attributable to Pericom shareholders	$	2,475		$	4,069		$	3,816		$	10,867		$	9,129
Reconciliation of GAAP Diluted EPS to Non-GAAP Diluted EPS
(unaudited)
Diluted net income per share:
GAAP diluted income per share attributable to Pericom shareholders	$	0.02		$	0.07		$	0.12		$	0.47		$	0.27
Adjustments:
Share-based compensation expense		0.05			0.04			0.04			0.13			0.11
Amortization of intangible assets		0.02			0.03			0.00			0.07			0.01
Fair value adjustment amortization on acquired inventory		-			0.02			-			0.02			-
Gain on previously held interest at PTI		-			-			-			(0.44	)		-
Acquisition-related costs		-			0.00			-			0.02			-
Interest expense accrual relating to earnout		0.01			0.01			-			0.02			-
Fair value adjustment to depreciation expense on acquired fixed assets		0.00			0.00			-			0.00			-
Compensation expense accrual relating to PTI acquisition		0.01			0.01			-			0.03			-
Restructuring charge		0.01			-			-			0.01			-
Tax effect of adjustments		(0.02	)		(0.02	)		(0.01	)		0.08			(0.03	)
Total adjustments		0.08			0.09			0.03			(0.04	)		0.09
Non-GAAP diluted income per share attributable to Pericom shareholders	$	0.10		$	0.16		$	0.15		$	0.43		$	0.35
Shares used in diluted net income per share calculation:
GAAP		25,341			25,270			25,697			25,291			25,762
Exclude the benefit of share-based compensation expense (1)		362			346			206			324			154
Non-GAAP		25,703			25,616			25,903			25,616			25,916

(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.

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

NEWS RELEASE May 4, 2011

Pericom Semiconductor Corporation
Reconciliation of GAAP Gross Margin to Non-GAAP Gross Margin
(In thousands)
(unaudited)
	Three Months Ended									Nine Months Ended
	April 2,			January 1,			March 27,			April 2,			March 27,
	2011			2011			2010			2011			2010
GAAP gross margin	$	12,365		$	13,613		$	12,938		$	40,513		$	35,518
- % of revenues		31.3	%		33.5	%		35.3	%		32.9	%		33.7	%
Reconciling items:
Share-based compensation		62			57			70			192			198
Amortization of intangible assets		338			564			29			1,171			87
Fair value adjustment amortization on acquired inventory		-			412			-			614			-
Fair value adjustment to depreciation expense on acquired fixed assets		10			9			-			20			-
Compensation expense accrual relating to PTI acquisition		105			104			-			246			-
Total reconciling items		515			1,146			99			2,243			285
Non-GAAP gross margin	$	12,880		$	14,759		$	13,037		$	42,756		$	35,803
- % of revenues		32.6	%		36.3	%		35.6	%		34.8	%		34.0	%
Reconciliation of GAAP R&D Expenses to Non-GAAP R&D Expenses
(unaudited)
GAAP research and development expenses	$	5,238		$	5,060		$	4,251		$	14,695		$	12,633
- % of revenues		13.2	%		12.4	%		11.6	%		11.9	%		12.0	%
Reconciling items:
Share-based compensation		(421	)		(353	)		(371	)		(1,164	)		(1,065	)
Fair value adjustment to depreciation expense on acquired fixed assets		(10	)		(9	)		-			(27	)		-
Compensation expense accrual relating to PTI acquisition		(117	)		(117	)		-			(276	)		-
Total reconciling items		(548	)		(479	)		(371	)		(1,467	)		(1,065	)
Non-GAAP research and development expenses	$	4,690		$	4,581		$	3,880		$	13,228		$	11,568
- % of revenues		11.9	%		11.3	%		10.6	%		10.8	%		11.0	%
Reconciliation of GAAP SG&A Expenses to Non-GAAP SG&A Expenses
(unaudited)
GAAP selling, general and administrative expenses	$	7,231		$	6,986		$	6,201		$	21,960		$	19,065
- % of revenues		18.3	%		17.2	%		16.9	%		17.9	%		18.1	%
Reconciling items:
Share-based compensation		(708	)		(591	)		(557	)		(1,899	)		(1,598	)
Amortization of intangible assets		(290	)		(285	)		(54	)		(704	)		(160	)
Acquisition-related costs		-			(4	)		-			(598	)		-
Fair value adjustment to depreciation expense on acquired fixed assets		(29	)		(28	)		-			(63	)		-
Restructuring cost		(118	)		-			-			(118	)		-
Compensation expense accrual relating to PTI acquisition		(138	)		(138	)		-			(325	)		-
Total reconciling items		(1,283	)		(1,046	)		(611	)		(3,707	)		(1,758	)
Non-GAAP selling, general and administrative expenses	$	5,948		$	5,940		$	5,590		$	18,253		$	17,307
- % of revenues		15.0	%		14.6	%		15.2	%		14.8	%		16.4	%

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

NEWS RELEASE May 4, 2011

Pericom Semiconductor Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(unaudited)
	As of		As of
	April 2, 2011		July 3, 2010
Assets
Current assets:
Cash and cash equivalents	$	23,324	$	29,495
Restricted cash		2,947		-
Short-term investments		61,997		76,454
Accounts receivable - trade		25,007		25,365
Inventories		25,452		23,431
Prepaid expenses and other current assets		8,929		6,825
Deferred income taxes		3,184		3,119
Total current assets		150,840		164,689
Property, plant and equipment-net		60,247		50,760
Investments in unconsolidated affiliates		2,507		13,183
Deferred income taxes non current		3,904		3,868
Long-term investments in marketable securities		35,532		12,977
Goodwill		16,443		1,681
Intangible assets		16,359		1,452
Other assets		9,894		7,438
Total assets	$	295,726	$	256,048
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	12,518	$	15,585
Accrued liabilities and other		17,983		10,781
Short-term debt		6,995		-
Total current liabilities		37,496		26,366
Industrial development subsidy		8,811		6,577
Other long-term liabilities		8,638		1,199
Total liabilities		54,945		34,142
Shareholders' equity:
Common stock and paid in capital		132,351		130,536
Retained earnings and other comprehensive income		108,430		91,370
Total shareholders' equity		240,781		221,906
Total liabilities and shareholders' equity	$	295,726	$	256,048

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

EX-99.2