8-K

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

April 30, 2007

Date of Report (date of earliest event reported)

INTEVAC, INC.

(Exact name of Registrant as specified in its charter)

State of California	0-26946	94-3125814
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

3560 Bassett Street
Santa Clara, CA 95054

(Address of principal executive offices)

(408) 986-9888

(Registrant’s telephone number, including area code)

N/A

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition

     On April 30, 2007, Intevac, Inc. issued a press release reporting its financial results for the three months ended March 31, 2007. A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

     The foregoing information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

      99.1 Press Release.

     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.

	INTEVAC, INC.
Date: April 30, 2007	By:	/s/ CHARLES B. EDDY III
		Charles B. Eddy III
		Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary

EXHIBIT INDEX

        99.1 Press Release.

EX-99.1

Exhibit 99.1

3560 Bassett Street, Santa Clara CA 95054

Charles Eddy	Phil Bourdillon/Gene Heller
Chief Financial Officer	Silverman Heller Associates
(408) 986-9888	(310) 208-2550

INTEVAC, INC. REPORTS FIRST-QUARTER FINANCIAL RESULTS
Achieves Record Gross Margin of 42.9%

Santa Clara, Calif.—April 30, 2007—Intevac, Inc. (Nasdaq: IVAC) reported financial results for the quarter ended March 31, 2007.

Net income for the first quarter was a $9.8 million, or $0.44 per diluted share, on 22.2 million weighted-average shares outstanding. Net income included $1.4 million of stock-based compensation expense, equivalent to $0.04 per diluted share; $1.4 million of flat panel license fees, equivalent to $0.04 per diluted share; and $101,000 of intangible amortization expense, related to the Company’s acquisition of certain assets of Delta Nu, LLC on January 31, 2007. For first-quarter 2006, net income was $7.0 million, or $0.32 per diluted share, on 21.8 million weighted average shares outstanding, which included $428,000 of stock-based compensation expense, equivalent to $0.02 per diluted share.

Revenues for the quarter were $76.4 million, including $72.5 million of Equipment revenues and record Imaging revenues of $3.9 million. Equipment revenues consisted of thirteen magnetic media manufacturing systems, equipment upgrades, spares, consumables, and service. Imaging revenues consisted of $2.8 million of research and development contracts and $1.1 million of product sales. In first-quarter 2006, net revenues were $49.6 million, including $47.6 million of Equipment revenues and $2.0 million of Imaging revenues, which included $501,000 of product sales.

Equipment gross margins for the quarter rose to a record 43.3% from 35.2% in first quarter 2006, and Imaging gross margins increased to 36.6% from 26.2% in first-quarter 2006. Equipment margins improved primarily due to lower manufacturing costs, and higher sales of spares and upgrades. Imaging margins improved primarily as the result of higher margins on development contracts and favorable adjustments related to contract closeouts. Consolidated gross margins improved to 42.9% from 34.9% in first-quarter 2006.

Operating expenses for the quarter totaled $19.7 million, or 25.8% of revenues, versus $10.7 million, or 21.5% of revenues, in first-quarter 2006. Operating expenses grew primarily as the result of increased spending on development of new Equipment products, increased business development expense and higher stock based compensation expense.

Order backlog totaled $92.8 million on March 31, 2007, compared to $125.0 million on December 31, 2006, and $124.8 million on April 1, 2006. Backlog as of March 31, 2007 includes fourteen 200 Lean systems.

Intevac Chief Executive Kevin Fairbairn commented: “We are pleased to report another solid quarter of financial results with earnings per share exceeding expectations. We delivered all 200 Lean^® systems on time and continued to generate cash. The integration of our new DeltaNu subsidiary went smoothly and DeltaNu is executing ahead of plan. We continue to make good progress developing new Imaging and semiconductor products for the future growth of the business. The expansion of our Asian operations continues to track according to plan.”

Conference Call Information

The Company will discuss its financial results in a conference call today at 1:30 p.m. PDT (4:30 p.m. EDT). To participate in the teleconference, please call toll-free (800) 291-8929 prior to the start time. For international callers, the dial-in number is (706) 634-0478. You may also listen live via the Internet at the Company’s website, www.Intevac.com, under the Investors link, or at www.earnings.com. For those unable to attend, these web sites will host an archive of the call. Additionally, a telephone replay of the call will be available for 48 hours beginning today at 3:30 p.m. PDT. You may access the playback by calling (800) 642-1687 or, for international callers (706) 645-9291, and providing conference ID 5955930.

About Intevac

Intevac is the world’s leading supplier of disk sputtering equipment to manufacturers of magnetic media used in hard disk drives and a developer and provider of leading edge extreme low light imaging sensors, cameras and systems. For more information please visit our website at www.intevac.com.

200 Lean^® is a registered trademark of Intevac, Inc.

[Financial tables on following pages]

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

	3 months ended
	March 31, 2007			April 1, 2006
	(Unaudited)			(Unaudited)
Net revenues
Equipment	$	72,446		$	47,573
Imaging		3,928			2,047
Total net revenues		76,374			49,620
Gross profit
Gross margin
Equipment		43.3	%		35.2	%
Imaging		36.6	%		26.2	%
Consolidated		42.9	%		34.9	%
Operating expenses
Research and development		12,192			5,561
Selling, general and administrative		7,513			5,114
Total operating expenses		19,705			10,675
Operating income/(loss)
Equipment Products		14,989			8,480
Imaging		(1,600	)		(1,869	)
Corporate		(312	)		20
Total operating profit		13,077			6,631
Other income		1,320			598
Profit before provision for income taxes		14,397			7,229
Provision for income taxes		4,552			218
Net income	$	9,845		$	7,011
Income per share
Basic	$	0.46		$	0.34
Diluted	$	0.44		$	0.32
Weighted average common shares outstanding
Basic		21,293			20,832
Diluted		22,188			21,793

-more-

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	March 31, 2007		Dec. 31, 2006
	(Unaudited)
ASSETS
Current assets
Cash, cash equivalents and short term investments	$	102,496	$	95,035
Accounts receivable, net		33,298		39,927
Inventories		33,926		37,942
Deferred tax assets		4,100		3,269
Prepaid expenses and other current assets		2,134		2,506
Total current assets		175,954		178,679
Long term investments		12,000		8,000
Property, plant and equipment, net		14,511		13,546
Investment in 601 California Avenue LLC		2,431		2,431
Deferred tax assets		1,312		1,312
Goodwill		5,434		—
Other long-term assets		2,653		2,035
Total assets	$	214,295	$	206,003
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable	$	1,921		—
Accounts payable		16,287	$	15,994
Accrued payroll and related liabilities		5,189		11,769
Other accrued liabilities		9,796		6,612
Customer advances		20,404		26,243
Total current liabilities		53,597		60,618
Other long-term liabilities		2,892		1,075
Shareholders’ equity Common stock		101,096		99,468
Paid in Capital		9,321		7,319
Accumulated other comprehensive income		375		354
Retained earnings		47,014		37,169
Total shareholders’ equity		157,806		144,310
Total liabilities and shareholders’ equity	$	214,295	$	206,003

-more-

SUPPLEMENTAL INFORMATION REGARDING IMPACT OF THE ADOPTION OF SFAS 123(R)
(In Thousands, except per share amounts)
(Unaudited)

The effect of recording stock-based compensation for the three-month periods ended March 31, 2007 and April 1, 2006 were as follows:

	Three Mos.			Three Mos.
	ended			ended
	Mar. 31,2007			Apr. 1, 2006
Stock-based compensation by type of award:
Stock options	$	1,145		$	344
Employee stock purchase plan		213			116
Amounts capitalized as inventory		(4	)		(32	)
Total stock-based compensation		1,354			428
Tax effect on stock-based compensation		(428	)		(13	)
Net effect on net income	$	926		$	415
Effect on earnings per share:
Basic	$	0.04		$	0.02
Diluted	$	0.04		$	0.02

Approximately $73 and $32 of stock-based compensation is included in inventory as of March 31, 2007 and April 1, 2006, respectively.