-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KHA15Ti4f+pNWAaTi4W0lW3OuBiztJojoVnAGuGDfNXIBUw+hhhIF4LfgQ03gGlJ p727XJH2awMAfKmqD/UwAQ== 0001275287-05-000682.txt : 20050223 0001275287-05-000682.hdr.sgml : 20050223 20050223161429 ACCESSION NUMBER: 0001275287-05-000682 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050223 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERICOM SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0001001426 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770254621 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27026 FILM NUMBER: 05634554 BUSINESS ADDRESS: STREET 1: 2380 BERING DR CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084350800 MAIL ADDRESS: STREET 1: 2380 BERING DR CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 ps2118.txt ================================================================================ 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 23, 2005 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) ================================================================================ ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. On February 23, 2005, Pericom Semiconductor Corporation issued a press release announcing restructuring activity undertaken on that day. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this item by reference. 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 dated February 23, 2005. 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/ Michael D. Craighead ------------------------------------ Michael D. Craighead Chief Financial Officer Date: February 23, 2005 EX-99.1 2 ps2118ex991.txt Exhibit 99.1 PERICOM SEMICONDUCTOR CONTINUES BUSINESS TRANSITION SAN JOSE, Calif., Feb. 23 /PRNewswire-FirstCall/ -- Pericom Semiconductor Corporation (Nasdaq: PSEM) today announced additional cost reductions as the Company concludes its program to outsource more manufacturing to Asia based subcontractors which will increase responsiveness and reduce cost. Additionally, seventeen months after the acquisition of SaRonix the integration is essentially complete and efficiencies have been achieved allowing for further expense reductions. As a result of this action, the company expects to reduce costs in excess of $1.2 million annually while reducing its workforce by about 25 employees. The company will take a restructuring charge in the March 2005 quarter of up to $250,000 to cover severance and other costs related to the transition. Alex Hui, President and CEO of Pericom said, "This marks the conclusion of our program to migrate volume manufacturing activities offshore. We have also realized additional cost savings associated with the completed integration of SaRonix after consolidating to a single Enterprise Information Technology system. We have also re-aligned our sales and marketing organizations to drive and support planned shifts in our product mix and expansion of our served markets. We will selectively add resources as necessary to staff the organization to execute our strategy. We view these activities as necessary and positive refinements to our on-going program addressing how we best serve our global customer base." Pericom Semiconductor Corporation offers customers worldwide the industry's most complete silicon and quartz based solutions for the Computing, Communications, and Industrial market segments. Our broad portfolio of leading-edge analog, digital, and mixed-signal integrated circuits and SaRonix frequency control products are essential in the timing, transferring, routing, and translating of high-speed signals as required by today's ever-increasing speed and bandwidth demanding applications. Company headquarters are in San Jose, California, with design centers and sales offices located 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 that outsourcing manufacturing to Asia will increase responsiveness and reduce costs, that we will have expected savings in excess of $1.2 million annually from the reduction in force, that restructuring costs associated with the reduction in force will be up to $250,000, that our capabilities will not be harmed by this reduction, and that the Company will be successful in it's efforts to realign its organization to successfully execute it's strategy. 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 the possibility that the anticipated cost reduction from the workforce reduction will be less than anticipated as a result of unexpected costs from the reduction, the possibility of economic or financial difficulties experienced by our suppliers, or technological and market changes. Although Pericom believes that its expectations are based on reasonable assumptions, it can give no assurance that anticipated results will occur. 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/A for the year ended June 30, 2004 and, in particular, the risk factors sections of this filing. SOURCE Pericom Semiconductor Corporation -0- 02/23/2005 /CONTACT: Mike Craighead, VP/Chief Financial Officer of Pericom Semiconductor Corporation, +1-408-435-0800, or fax, +1-408-435-1100/ /Web site: http://www.pericom.com / _ -----END PRIVACY-ENHANCED MESSAGE-----