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

October 27, 2008
Date of Report (date of earliest event reported)

INTEVAC, INC.

(Exact name of Registrant as specified in its charter)

State of Delaware
(State or other jurisdiction
of incorporation or organization) 0-26946
(Commission File Number) 94-3125814
(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

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements and Exhibits
EX-99.1

Item 2.02. Results of Operations and Financial Condition

     On October 27, 2008, Intevac, Inc. issued a press release reporting its financial results for the three and nine months ended September 27, 2008. 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: October 27, 2008	By:	/s/ JEFFREY ANDRESON
		Jeffrey Andreson
		Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary

EX-99.1

EXHIBIT 99.1

3560 Bassett Street, Santa Clara CA 95054

Jeff Andreson	Claire McAdams
Chief Financial Officer	Headgate Partners LLC
(408) 986-9888	(530) 274-0551

INTEVAC ANNOUNCES RESULTS FOR THE THIRD QUARTER OF 2008

Santa Clara, Calif.—October 27, 2008—Intevac, Inc. (Nasdaq: IVAC) today reported financial results for the quarter and nine months ended September 27, 2008.

The net loss for the quarter was $3.4 million, or $0.15 per diluted share, on 21.8 million weighted-average shares outstanding. The net loss included $1.8 million of equity-based compensation expense, equivalent to $0.05 per diluted share. For the third quarter of 2007, net income was $8.4 million, or $0.38 per diluted share, on 22.1 million weighted average shares outstanding, which included $1.8 million of equity-based compensation expense, equivalent to $0.07 per diluted share.

Revenues for the quarter were $28.6 million, including $22.9 million of Equipment revenues and Intevac Photonics revenues of $5.7 million. Equipment revenues consisted of four 200 Lean^® systems, as well as upgrades, spares and service. Intevac Photonics revenues consisted of $3.3 million of research and development contracts and $2.4 million of product sales. For the third quarter of 2007, revenues were $50.6 million, including $44.9 million of Equipment revenues and $5.7 million of Intevac Photonics revenues, which included $1.2 million of product sales.

Equipment and Intevac Photonics gross margins for the third quarter of 2008 were 31.8% and 31.9%, respectively, compared to 48.9% and 44.5% in the third quarter of 2007. The decrease in Equipment gross margin reflected lower revenues, changes in product mix and lower factory utilization. The decrease in gross margin for Intevac Photonics reflected lower research and development contract revenues. Consolidated gross margins were 31.8%, compared to 48.6% in the third quarter of 2007.

Operating expenses for the quarter totaled $16.0 million, or 55.9% of revenues, compared to $16.5 million, or 32.6% of revenues, in the third quarter of 2007. Operating expenses declined compared to the third quarter of 2007 as a result of lower R&D expenditures and legal costs as well as overall cost-reduction initiatives.

The net loss for the first nine months of 2008 was $2.7 million, or $0.13 per diluted share, on 21.7 million weighted-average shares outstanding. The net loss included $5.0 million of equity-based compensation expense, equivalent to $0.14 per diluted share. For the first nine months of 2007, net income was $29.8 million, or $1.34 per diluted share, on 22.2 million weighted average shares outstanding, which included $4.6 million of equity-based compensation expense, equivalent to $0.16 per diluted share.

Revenues for the first nine months of 2008 were $93.9 million, including $75.6 million of Equipment revenues and $18.3 million of Intevac Photonics revenues. Equipment revenues consisted of ten 200 Lean^® systems as well as disk lubrication systems, equipment upgrades, spares, consumables and service. Intevac Photonics revenues consisted of $11.5 million of research and development contracts and $6.8 million of product sales. In the first nine months of 2007, revenues were $199.1 million, including $185.9 million of Equipment revenues and $13.2 million of Intevac Photonics revenues, which included $3.4 million of product sales.

Equipment and Intevac Photonics gross margins for the first nine months of 2008 were 40.9% and 36.4%, respectively, compared to 44.6% and 40.8% in the first nine months of 2007. Lower Equipment margins reflect lower revenues and unabsorbed factory costs. Intevac Photonics margins decreased primarily as a result of lower factory absorption and product mix. Consolidated gross margins were 40.0%, compared to 44.3% in first nine months of 2007.

Operating expenses for the first nine months of 2008 totaled $48.2 million, or 51.4% of revenues, compared to $53.7 million, or 27.0% of revenues, in the first nine months of 2007. Operating expenses declined primarily as the result of decreased spending on development of new Equipment products and decreased legal expenses associated with patent litigation, partially offset by acquisition integration costs and higher equity-based compensation expense.

Order backlog totaled $18.5 million on September 27, 2008, compared to $27.7 million on June 28, 2008 and $31.2 million on September 29, 2007. Backlog as of September 27, 2008 includes one 200 Lean^® system, compared to four on June 28, 2008 and one on September 29, 2007.

“I am pleased to report third-quarter results that exceeded our guidance, demonstrating that we are continuing to control the company’s expenses in light of current market conditions,” commented Kevin Fairbairn, president and chief executive officer of Intevac. “During the quarter we entered into an alliance with TES Co., Ltd. that covers product development, manufacturing and sales of Intevac’s Lean Etch^TM in Korea and China and TES’ CVD semiconductor equipment products in the rest of the world. This alliance is a groundbreaking business model for the semiconductor industry that enables both companies to offer a wider portfolio of products to our customers while leveraging our respective product development and manufacturing capabilities.”

Conference Call Information

The company will discuss its financial results and outlook in a conference call today at 1:30 p.m. PT (4:30 p.m. ET). 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 7:30 p.m. ET. You may access the playback by calling (800) 642-1687, or for international callers (706) 645-9291, and providing conference ID 67502800.

About Intevac

Intevac was founded in 1991 and has two businesses: Equipment and Intevac Photonics.

Equipment Business: We are a leader in the design, manufacture and marketing of high-productivity lean manufacturing systems and have been producing Lean Thinking platforms since 1994. We are the leading supplier of magnetic media sputtering equipment to the hard disk drive industry and offer advanced etch technology systems to the semiconductor industry.

Intevac Photonics: We are a leader in the development of leading edge, high-sensitivity imaging products, vision systems and miniature Raman instruments. Markets addressed include military, industrial, physical science and life science.

For more information call 408-986-9888, or visit the company’s website at www.intevac.com.

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

Safe Harbor Statement

This press release includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Intevac claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms “may,” “believes,“ “projects,” “expects,” or “anticipates,” and do not reflect historical facts. Specific forward-looking statements contained in this press release include, but are not limited to; expected success of the company’s alliance with TES Co., Ltd. and management of the company’s operating expenses. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from the company’s expectations. These risks include, but are not limited to: failure to manage operating expenses or introduce new products, each of which could have a material impact on our business, our financial results, and the company’s stock price. These risks and other factors are detailed in the company’s regular filings with the U.S. Securities and Exchange Commission.

[Financial tables on following pages]

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

	Three months ended						Nine months ended
	September 27, 2008			September 29, 2007			September 27, 2008			September 29, 2007
Net revenues
Equipment	$	22,855		$	44,920		$	75,558		$	185,885
Intevac Photonics		5,705			5,684			18,309			13,198
Total net revenues		28,560			50,604			93,867			199,083
Gross profit		9,085			24,615			37,529			88,224
Gross margin
Equipment		31.8	%		48.9	%		40.9	%		44.6	%
Intevac Photonics		31.9	%		44.5	%		36.4	%		40.8	%
Consolidated		31.8	%		48.6	%		40.0	%		44.3	%
Operating expenses
Research and development		8,620			9,437			26,426			31,277
Selling, general and administrative		7,341			7,062			21,818			22,414
Total operating expenses		15,961			16,499			48,244			53,691
Operating income (loss)
Equipment		(4,357	)		8,477			(4,494	)		39,308
Intevac Photonics		(1,824	)		35			(3,715	)		(3,080	)
Corporate		(695	)		(396	)		(2,506	)		(1,695	)
Total operating profit (loss)		(6,876	)		8,116			(10,715	)		34,533
Interest and other income		884			1,797			3,101			4,655
Profit (loss) before income taxes		(5,992	)		9,913			(7,614	)		39,188
Provision (benefit) for income taxes		(2,639	)		1,549			(4,887	)		9,427
Net income (loss)	$	(3,353	)	$	8,364		$	(2,727	)	$	29,761
Income (loss) per share
Basic	$	(0.15	)	$	0.39		$	(0.13	)	$	1.39
Diluted	$	(0.15	)	$	0.38		$	(0.13	)	$	1.34
Weighted average common shares outstanding
Basic		21,761			21,519			21,700			21,403
Diluted		21,761			22,130			21,700			22,155

-more-

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	September 27,			December 31,
	2008			2007
	(Unaudited)			(see Note)
ASSETS
Current assets
Cash, cash equivalents and short-term investments	$	41,806		$	138,658
Accounts receivable, net		19,352			14,142
Inventories		15,455			22,133
Deferred tax assets		5,821			3,609
Prepaid expenses and other current assets		3,901			4,162
Total current assets		86,335			182,704
Long-term investments		73,108			2,009
Property, plant and equipment, net		15,013			15,402
Deferred tax assets		6,042			3,740
Goodwill		17,607			7,905
Other intangible assets, net		5,181			1,782
Other long-term assets		1,457			1,871
Total assets	$	204,743		$	215,413
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Note payable	$	1,976		$	1,992
Accounts payable		5,045			7,678
Accrued payroll and related liabilities		3,967			8,610
Other accrued liabilities		4,036			4,163
Customer advances		1,707			5,631
Total current liabilities		16,731			28,074
Other long-term liabilities		407			2,176
Stockholders’ equity
Common stock ($0.001 par value)		22			22
Paid in Capital		126,794			120,056
Accumulated other comprehensive income (loss)		(998	)		571
Retained earnings		61,787			64,514
Total stockholders’ equity		187,605			185,163
Total liabilities and stockholders’ equity	$	204,743		$	215,413

Note: Amounts as of December 31, 2007 are derived from the December 31, 2007 audited consolidated financial statements.

-more-

SUPPLEMENTAL INFORMATION REGARDING EQUITY-BASED COMPENSATION EXPENSE
(In thousands, except per share amounts)
(Unaudited)

The effects of recording equity-based compensation for the three- and nine-month periods ended September 27, 2008, and September 29, 2007 were as follows:

	Three Months Ended						Nine Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008			September 29, 2007
Equity-based compensation by type of award:
Stock options	$	1,311		$	1,677		$	3,960		$	3,991
Employee Stock Purchase Plan		478			191			978			619
Amounts (capitalized as inventory) released to cost of sales		(23	)		(27	)		66			(31	)
Total equity-based compensation		1,766			1,841			5,004			4,579
Tax effect on equity-based compensation		(689	)		(286	)		(1,952	)		(1,098	)
Net effect on net income	$	1,077		$	1,555		$	3,052		$	3,481
Effect on earnings per share:
Basic	$	0.05		$	0.07		$	0.14		$	0.16
Diluted	$	0.05		$	0.07		$	0.14		$	0.16