8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 1, 2005 (October 26, 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.)

3545 North First Street
San Jose, California 95134
(Address of Principal Executive Office, Including Zip Code)

(408) 435-0800
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

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 1.01.  Entry into a Material Definitive Agreement.

          See item 5.02 of this Form 8-K and Exhibit 10.1 of this Form 8-K, each of which is incorporated by reference into this item 1.01.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

          On October 26, 2005, Pericom Semiconductor Corporation (the “Company”) was informed by Michael D. Craighead that he would resign from his positions as Vice President, Chief Financial Officer and Assistant Secretary of the Company.  In order to ensure a smooth transition, Mr. Craighead has agreed to remain with the Company until January 31, 2006.   For this transition period, the Company has agreed that if Mr. Craighead remains with the Company until January 31, 2006, the Company will pay him a bonus of $30,000 and accelerate the vesting of certain unvested options.  If he is terminated by the Company without cause prior to January 31, 2006, he will receive a pro-rated bonus amount.  Should he voluntarily terminate his employment prior to January 31, 2006, he will not receive the bonus and the vesting of his options will not be accelerated.

          A copy of the foregoing agreement is attached hereto as Exhibit 10.1.  The agreement was approved by the board of directors of the Company. 

Item 9.01. Financial Statements and Exhibits. 

(d)	Exhibits.
	10.1	Letter Agreement, dated as of October 26, 2005, by and between the Company and Michael D. Craighead.
	99.1	Press release dated November 1, 2005, announcing resignation of Michael D. Craighead as Chief Financial Officer of Pericom Semiconductor Corporation.

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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
	(Registrant)
Date:  November 1, 2005	By:	/s/ Alex Hui
		Alex Hui
		President and CEO

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Letter Agreement, dated as of October 26, 2005, by and between the Company and Michael D. Craighead.
99.1	Press release dated November 1, 2005, announcing resignation of Michael D. Craighead as Chief Financial Officer of Pericom Semiconductor Corporation.

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EX-10.1

Exhibit 10.1

October 26, 2005

Michael D. Craighead
c/o Pericom Semiconductor
3545 North First Street
San Jose, CA 95134

Dear Mike:

          This letter sets forth the terms you and I have discussed in regard to your employment with Pericom Semiconductor Corporation (“Pericom” or the “Company”), and your plans to resign from Pericom early next year.  If the terms of this Transition Agreement (the “Agreement”) are acceptable, please sign where indicated below.

          1.       Transition Period.  Between now and January 31, 2006 (the “Transition Period”), you will continue your employment at Pericom as its VP, Finance and Administration/CFO.  Your resignation will be effective on January 31, 2006 (unless the Transition Period is terminated sooner in accordance with Section 4 below), and your employment will terminate at that time.

          2.       Duties During Transition Period.  During the Transition Period, you will continue to perform your current duties as VP, Finance and Administration/CFO, as well as any other duties that may be reasonably assigned to you by Pericom’s Chief Executive Officer (“CEO”).

          3.       Compensation and Benefits During Transition Period.  During the Transition Period, you will continue to receive your current annual base salary (less applicable taxes and withholdings), as may be increased (but not decreased) from time to time, in accordance with Pericom’s normal payroll cycle.  During the Transition Period, you also will continue to receive employee benefits that are provided to other similarly-situated employees (e.g., group health, dental and vision insurance, 401(k)), subject to the terms and conditions of each employee benefit plan.

          4.       Termination of Transition Period.  You understand and agree that your employment with Pericom will continue to be at-will during the Transition Period. This means that either you or Pericom may terminate your employment at any time, with or without notice and with or without cause.  Notwithstanding the foregoing, Pericom may immediately terminate the Transition Period for “Cause” if you (i) engage in material misconduct, including but not limited to fraud, misappropriation of Pericom’s trade secrets or proprietary information, or embezzlement, (ii) exhibit, in Pericom’s reasonable discretion, dishonesty or lack of effort in performance of the duties assigned to you, (iii) commit a felony or other criminal act against Pericom, (iv) breach any material provision, representation or warranty in this Agreement or any other agreement between herself and Pericom.  If your employment is terminated prior to January 31, 2006 for Cause, you shall not be entitled to any of the payments or benefits described in Section 5 below.  You understand and agree you will not be entitled to any further compensation or benefits from Pericom after your employment terminates for any reason, except as otherwise set forth in this Agreement.

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          5.        Payments and Stock Acceleration Upon Termination.  You shall be entitled to the following payments and benefits following the termination of your Transition Period, subject to the terms and conditions set forth in subsections (a) and (b) below:

a.

Bonus:  If your employment continues through January 31, 2006, Pericom shall pay you a bonus equal to $30,000.00 (the “Bonus”), less applicable taxes and withholdings.  If your employment is terminated by Pericom without Cause (as defined in Section 4 above) prior to January 31, 2006, Pericom shall pay you a pro-rated portion of the Bonus (less applicable taxes and withholdings), which shall be calculated on a daily basis for each day elapsed from November 1, 2005 through the date your employment terminates.  You will not be entitled to any portion of the Bonus if your employment is terminated by Pericom for Cause prior to January 31, 2006, or if you voluntarily terminate your employment prior to January 31, 2006.

b.

Stock Option Acceleration.  If your employment continues through January 31, 2006, Pericom shall accelerate the vesting of the stock options that were granted to you on April 21, 2003 and April 18, 2005 such that 100% of those stock options shall be vested and exercisable as of the date your employment terminates (January 31, 2006).  You acknowledge and agree that you were granted an option to purchase 12,000 shares of Pericom’s stock on April 21, 2003 (the “April 21, 2003 Option”), and an option to purchase 11,000 shares of Pericom’s stock on April 18, 2005 (the “April 18, 2005 Option”), and further acknowledge and agree that the acceleration provisions of this Section 5(b) shall only apply to the April 21, 2003 Option and the April 18, 2005 Option.  You further acknowledge and agree that you shall not be entitled to any stock option acceleration under this Section 5(b) if you voluntarily resign prior to January 31, 2006 or if Pericom terminates your employment for Cause prior to January 31, 2006.  However, if Pericom terminates your employment prior to January 31, 2006 without Cause, you shall be entitled to the stock option acceleration set forth in this Section 5(b) as of the date your employment terminates.

          6.       Proprietary Information.  You agree not to disclose, use or otherwise misappropriate any trade secrets or other confidential, privileged and proprietary information belonging to Pericom or acquired by you during your employment with Pericom.  You understand and agree that you shall continue to be bound by the Employment Agreement and Conflict of Interest Agreements that you signed in connection with your employment, and your obligations under these agreement shall continue to remain in effect following the termination of your employment. 

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          7.       Integration; Governing Law; Severability.  You and Pericom agree this letter contains all of our agreements and understandings with respect to the subject matter of this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement, except to the extent that the provisions of any such agreement have been expressly referred to in this Agreement as having continued effect.  It is agreed that this Agreement shall be governed by the laws of the State of California.  If any provision of this Agreement or the application thereof to any person, place, or circumstance shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provision as applied to other person, places, and circumstances shall remain in full force and effect.

          8.       Acknowledgments.  Finally, by your signature below, you acknowledge each of the following: (a) that you have read this Agreement or have been afforded every opportunity to do so; (b) that you are fully aware of the Agreement’s contents and legal effect; (c) that you have had an opportunity to consult with an attorney of your choosing before signing this Agreement; and (d) that you have chosen to enter into this Agreement freely, without coercion and based upon your own judgement and not in reliance upon any promises made by Pericom other than those contained in this letter.

If you wish to accept the terms of this Agreement, please sign where indicated below and return this Agreement to me.

Sincerely,

Alex Hui

President and CEO

I have read and understand the Agreement above and agree to be bound by its terms and conditions.

_____________________________	Date:  ___________________
Michael D. Craighead

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EX-99.1

Exhibit 99.1

Pericom Semiconductor Announces Resignation of CFO

          SAN JOSE, Calif., Nov. 1 /PRNewswire-FirstCall/ -- Pericom Semiconductor  Corporation (Nasdaq: PSEM) today announced that Michael D. Craighead, Chief  Financial Officer, has resigned his position.  The Company is in the process  of identifying a new CFO, and expects to announce a replacement soon.  Mr. Craighead has agreed to remain with the Company in his current capacity  through January 31, 2006 to facilitate a smooth transition.

          Alex Hui, President and Chief Executive Officer of Pericom said, “Mike has  been a great contributor to Pericom since he joined the company in July 1999,  and assumed the role of CFO in October 2000.  We regret Mike’s decision to  leave, but appreciate his willingness to stay on through January 31 to work  with his replacement, and we wish him the very best in the future”.

          Mr. Craighead said, “This was a very difficult decision as I believe the  Company is positioned well for the future, however after six plus years I am  simply ready to move on and embrace some new challenges.”  

          Pericom Semiconductor Corporation offers customers worldwide the  industry’s most complete silicon and quartz based solutions for the Computing,  Communications, and Consumer 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 that Mr. Craighead will remain with the  Company through January 31, 2006, that a replacement will be announced soon,  and that there will be a smooth transition. Actual results could differ materially should there be difficulty in finding a replacement. 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 July 2, 2005 and, in particular, the risk factors sections of that  filing.

SOURCE  Pericom Semiconductor Corporation
          -0-                                                  11/01/2005
          /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 /
          (PSEM)