8-K

File Number: 0-29174

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: January 19, 2009

(Date of earliest event reported)

LOGITECH INTERNATIONAL S.A.

(Exact name of registrant as specified in its charter)

Canton of Vaud, Switzerland	None
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Logitech International S.A.

Apples, Switzerland

c/o Logitech Inc.

6505 Kaiser Drive

Fremont, California 94555

(Address of principal executive offices and zip code)

(510) 795-8500

(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:

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

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

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

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

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 19, 2009, Logitech International S.A. issued a press release regarding its financial results for the quarter ended December 31, 2008. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Current Report, including Exhibit 99.1, 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 into 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.

The press release and the related conference call contain non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the press release.

Our management uses these non-GAAP measures in its financial and operational decision-making. Our management believes these non-GAAP measures, when considered in conjunction with the corresponding GAAP measures, facilitate better comparison by our investors of our current period results with corresponding prior periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

d) Exhibits.

The following exhibit is furnished with this report on Form 8-K:

99.1 Press release issued on January 19, 2009 including financial results for the quarter ended December 31, 2008.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.

Logitech International S.A.

/s/ Gerald P. Quindlen

Gerald P. Quindlen

President and Chief Executive Officer

/s/ Mark J. Hawkins

Mark J. Hawkins

Chief Financial Officer, and U.S. Representative

January 20, 2009

EX-99.1

Exhibit 99.1

For Immediate Release

Editorial Contacts:

Joe Greenhalgh, Vice President, Investor Relations – USA (510) 713-4430

Nancy Morrison, Vice President, Corporate Communications – USA (510) 713-4948

Ben Starkie, Public Relations Manager – Europe +41-(0) 21-863-5195

Logitech Announces Q3 FY 2009 Results

FREMONT, Calif., Jan. 19, 2009 and ROMANEL-SUR-MORGES, Switzerland, Jan. 20, 2009 — Logitech International (SIX: LOGN) (Nasdaq: LOGI) today announced financial results for the third quarter of Fiscal Year 2009. Sales for Q3 were $627 million, a decrease of 16 percent compared to $744 million in the same quarter last year. Operating income was $43 million, a decrease of 63 percent compared to $116 million in the same quarter a year ago. Net income was $40 million ($0.22 per share) compared to Q3 FY 2008 net income of $134 million ($0.71 per share), which included a net realized gain on sales of short-term investments of $27.8 million and an impairment loss of $5.5 million on the value of short-term investments. Gross margin for the third quarter of FY 2009 was 29.9 percent compared to 36.9 percent in Q3 FY 2008.

Logitech’s retail sales for Q3 FY 2009 declined 16 percent year over year, with sales down in the Americas and EMEA by 21 percent and 19 percent, respectively and sales up in Asia by 8 percent. OEM sales were down by 11 percent.

“The deepening global recession had a significant impact on our operating performance as our customers continued to reduce inventory levels in the face of weaker consumer demand,” said Gerald P. Quindlen, Logitech president and chief executive officer. “Two factors primarily contributed to the decline in our gross margin from last year’s record high – the negative impact of a significantly stronger dollar and a retail environment that was highly promotional, particularly in the Americas. We believe these factors are tied to the current economic conditions and are not permanent.

“During the quarter, we were able to scale back our operating expenses in anticipation of the challenging environment. And we continued to generate positive operating cash flow, ending the quarter with nearly half a billion dollars in cash.

“All indications point to an even weaker retail environment in the coming months. Consequently, our plans assume that in Q4 we will see year-over-year declines in sales, operating income before restructuring charges and gross margin that are similar to or worse than the year-over-year declines we experienced in Q3. However, we expect to continue to generate positive cash flow from operations as we focus on preserving the strength of our balance sheet. Moreover, we believe the substantial steps we are taking to align our cost structure with the current environment, combined with our continued emphasis on product innovation, will position the Company to successfully manage through this downturn and emerge stronger when the recovery begins.”

Restructuring

In addition to ongoing actions to reduce operating expenses, Logitech has initiated a restructuring that is expected to reduce the Company’s global salaried workforce by between 550 and 600 employees. This plan is expected to generate annual cost savings beginning in Fiscal Year 2010 of approximately $50 million. As a result of the restructuring, the Company expects to incur a total charge of approximately $20-24 million over the next twelve months, of which approximately $16-18 million is expected to be incurred during the fourth quarter of FY 2009.

Earnings Teleconference

Logitech will hold an earnings teleconference on Tuesday, Jan. 20, 2009 at 8:30 a.m. Eastern Standard Time and 14:30 Central European Time. A live webcast of the call, along with presentation slides, will be available on the Logitech corporate Web site at http://ir.logitech.com.

About Logitech

Logitech is a world leader in personal peripherals, driving innovation in PC navigation, Internet communications, digital music, home-entertainment control, gaming and wireless devices. Founded in 1981, Logitech International is a Swiss public company listed on the SIX Swiss Exchange (LOGN) and on the Nasdaq Global Select Market (LOGI).

# # #

This press release contains forward-looking statements, including the statements regarding the expectation to remain cash-flow positive, the impact of the restructuring and product innovation on future performance, the expected size and timing of the restructuring and restructuring charge, the size and timing of expected savings from the restructuring, and anticipated sales, operating income and gross margin for Q4 FY 2009. The forward-looking statements in this release involve risks and uncertainties that could cause Logitech’s actual results to differ materially from that anticipated in these forward-looking statements. Factors that could cause actual results to differ materially include: Logitech’s ability to implement the workforce reductions in various geographies; possible changes in the size and components of the expected costs and charges associated with the restructuring plan; Logitech’s ability to achieve expected cost reductions within expected time frames; our inability to predict the depth and length of the current deterioration of general economic conditions and its impact on our business, operating results and financial condition; the restructuring failing to enhance Logitech’s long-term performance; if we fail to successfully innovate in our current and emerging product categories and identify new feature or product opportunities; consumer demand for our products, particularly our newly introduced products, and our ability to accurately forecast it; if we fail to introduce new products in a timely manner at the product cost we expect; the effect of pricing, product, marketing and other initiatives by our competitors, and our reaction to them, on our sales, gross margins and profitability; the sales mix among our lower- and higher-margin products and our geographic sales mix; as well as those additional

factors set forth in our periodic filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2008 and our Quarterly Reports on Form 10-Q, available at www.sec.gov. Logitech does not undertake to update any forward-looking statements.

Logitech, the Logitech logo, and other Logitech marks are registered in Switzerland and other countries. All other trademarks are the property of their respective owners. For more information about Logitech and its products, visit the company’s Web site at www.logitech.com.

(LOGI – IR)

LOGITECH INTERNATIONAL S.A.

(In thousands, except per share amounts)—Unaudited

	Quarter Ended December 31,
CONSOLIDATED STATEMENTS OF INCOME	2008			2007
Net sales	$	627,466		$	744,235
Cost of goods sold		439,970			469,801
Gross profit		187,496			274,434
% of net sales		29.9	%		36.9	%
Operating expenses:
Marketing and selling		86,046			98,512
Research and development		32,401			31,378
General and administrative		26,273			28,318
Total operating expenses		144,720			158,208
Operating income		42,776			116,226
Interest income, net		2,212			4,301
Other income, net		8,101			26,182
Income before income taxes		53,089			146,709
Provision for income taxes		12,596			13,137
Net income	$	40,493		$	133,572
Shares used to compute net income per share:
Basic		178,497			181,549
Diluted		181,145			188,814
Net income per share:
Basic	$	0.23		$	0.74
Diluted	$	0.22		$	0.71

LOGITECH INTERNATIONAL S.A.

(In thousands, except per share amounts)—Unaudited

	Nine Months Ended December 31,
CONSOLIDATED STATEMENTS OF INCOME	2008			2007
Net sales	$	1,800,884		$	1,769,262
Cost of goods sold		1,211,742			1,134,088
Gross profit		589,142			635,174
% of net sales		32.7	%		35.9	%
Operating expenses:
Marketing and selling		248,066			239,762
Research and development		99,011			91,082
General and administrative		89,202			83,789
Total operating expenses		436,279			414,633
Operating income		152,863			220,541
Interest income, net		7,539			11,764
Other income, net		7,809			(37,522	)
Income before income taxes		168,211			194,783
Provision for income taxes		26,101			24,095
Net income	$	142,110		$	170,688
Shares used to compute net income per share:
Basic		178,721			181,602
Diluted		183,484			188,748
Net income per share:
Basic	$	0.80		$	0.94
Diluted	$	0.77		$	0.90

LOGITECH INTERNATIONAL S.A.

(In thousands)—Unaudited

CONSOLIDATED BALANCE SHEETS	December 31, 2008		March 31, 2008		December 31, 2007
Current assets
Cash and cash equivalents	$	480,176	$	482,352	$	499,248
Short term investments		2,176		3,940		10,840
Accounts receivable		374,968		373,619		444,090
Inventories		339,518		245,737		252,661
Other current assets		73,070		60,668		63,510
Total current assets		1,269,908		1,166,316		1,270,349
Property, plant and equipment		107,217		104,461		96,369
Intangible assets
Goodwill		247,171		194,383		194,552
Other intangible assets		34,467		21,730		23,465
Other assets		40,117		40,042		35,991
Total assets	$	1,698,880	$	1,526,932	$	1,620,726
Current liabilities
Accounts payable		360,891		287,001		354,480
Accrued liabilities		168,296		156,094		199,043
Total current liabilities		529,187		443,095		553,523
Other liabilities		127,533		123,793		105,832
Total liabilities		656,720		566,888		659,355
Shareholders’ equity		1,042,160		960,044		961,371
Total liabilities and shareholders’ equity	$	1,698,880	$	1,526,932	$	1,620,726

LOGITECH INTERNATIONAL S.A.

(In thousands)—Unaudited

	Nine Months Ended December 31,
CONSOLIDATED STATEMENTS OF CASH FLOWS	2008			2007
Cash flows from operating activities:
Net income	$	142,110		$	170,688
Non-cash items included in net income:
Depreciation		33,850			33,030
Amortization of other intangible assets		5,808			3,655
Share-based compensation expense related to options, restricted stock units and purchase rights		17,952			15,259
Write-down of investments		1,764			72,923
Gain on sale of investments					(27,761	)
Excess tax benefits from share-based compensation		(6,641	)		(14,080	)
Loss (gain) on cash surrender value of life insurance policies		1,440			(842	)
In-process research and development		1,000			—
Deferred income taxes and other		(3,495	)		(2,190	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		(10,916	)		(116,602	)
Inventories		(100,063	)		(24,276	)
Other assets		(7,058	)		(6,426	)
Accounts payable		75,945			131,195
Accrued liabilities		23,273			55,334
Net cash provided by operating activities		174,969			289,907
Cash flows from investing activities:
Purchases of property, plant and equipment		(38,631	)		(41,289	)
Purchases of short-term investments		—			(379,793	)
Sales of short-term investments		—			538,479
Proceeds from sale of investment		—			11,308
Acquisitions, net of cash acquired		(64,430	)		(21,911	)
Premiums paid on cash surrender value life insurance policies		(427	)		(346	)
Net cash provided by (used in) investing activities		(103,488	)		106,448
Cash flows from financing activities:
Repayment of short-term debt		—			(11,739	)
Purchases of treasury shares		(78,870	)		(137,890	)
Proceeds from sale of shares upon exercise of options and purchase rights		23,496			40,371
Excess tax benefits from share-based compensation		6,641			14,080
Net cash used in financing activities		(48,733	)		(95,178	)
Effect of exchange rate changes on cash and cash equivalents		(24,924	)		1,874
Net increase (decrease) in cash and cash equivalents		(2,176	)		303,051
Cash and cash equivalents at beginning of period		482,352			196,197
Cash and cash equivalents at end of period	$	480,176		$	499,248

LOGITECH INTERNATIONAL S.A.

(In thousands, except per share amounts)—Unaudited

SUPPLEMENTAL FINANCIAL INFORMATION	Quarter Ended December 31,					Nine Months Ended December 31,
Reconciliation of GAAP to non-GAAP Financial Measures	2008		2007			2008		2007
GAAP net income	$	40,493	$	133,572		$	142,110	$	170,688
Adjustments:
Impairment loss on short-term investments		785		5,504			1,764		72,923
Realized gain on sale of short-term investments		—		(33,712	)		—		(33,712	)
Realized loss on sale of short-term investments		—		5,951			—		5,951
		785		(22,257	)		1,764		45,162
Non-GAAP net income	$	41,278	$	111,315		$	143,874	$	215,850
GAAP net income per share:
Basic	$	0.23	$	0.74		$	0.80	$	0.94
Diluted	$	0.22	$	0.71		$	0.77	$	0.90
Impairment loss on short-term investments, net of realized gain per share
Basic	$	0.00	$	(0.12	)	$	0.01	$	0.25
Diluted	$	0.00	$	(0.12	)	$	0.01	$	0.24
Non-GAAP net income per share:
Basic	$	0.23	$	0.62		$	0.81	$	1.19
Diluted	$	0.22	$	0.59		$	0.78	$	1.14

We sometimes use information derived from consolidated financial information but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). Certain of these data are considered “non-GAAP financial measures” under the U.S.Securities and Exchange Commission rules. The adjustments between the GAAP and non-GAAP financial measures presented above consist of the impact on Other Income of the impairment loss related to other-than-temporary declines in fair value of short-term investments during the three and nine months ended December 31, 2008 and 2007. Our management uses these non-GAAP measures in its financial and operational decision-making. Our management believes these non-GAAP measures, when considered in conjunction with the corresponding GAAP measures, facilitate better comparison by our investors of our current period results with corresponding prior periods.

LOGITECH INTERNATIONAL S.A.

(In thousands, except per share amounts)—Unaudited

	Quarter Ended December 31,				Nine Months Ended December 31,
SUPPLEMENTAL FINANCIAL INFORMATION	2008		2007		2008		2007
Depreciation	$	11,349	$	13,028	$	33,850	$	33,030
Amortization of other acquisition-related intangibles		3,338		1,218		6,808		3,655
Operating income		42,776		116,226		152,863		220,541
Operating income before depreciation and amortization		57,463		130,472		193,521		257,226
Capital expenditures		13,584		11,372		38,631		41,289
Net sales by channel:
Retail	$	545,537	$	652,619	$	1,528,921	$	1,540,287
OEM		81,929		91,616		271,963		228,975
Total net sales	$	627,466	$	744,235	$	1,800,884	$	1,769,262
Net sales by product family:
Retail—Pointing Devices	$	149,058	$	186,555	$	473,503	$	449,010
Retail—Keyboards & Desktops		106,296		147,628		312,324		346,405
Retail—Audio		152,429		148,510		352,459		364,669
Retail—Video		71,153		66,469		198,631		178,748
Retail—Gaming		38,111		55,223		107,651		113,151
Retail—Remotes		28,490		48,234		84,353		88,304
OEM		81,929		91,616		271,963		228,975
Total net sales	$	627,466	$	744,235	$	1,800,884	$	1,769,262

Stock-based Compensation Expense for Employee Stock Options,	Quarter Ended December 31,						Nine Months Ended December 31,
Restricted Stock Units and Employee Stock Purchases	2008			2007			2008			2007
Cost of goods sold	$	888		$	662		$	2,288		$	2,002
Marketing and selling		2,070			2,143			5,908			5,788
Research and development		1,157			947			3,266			2,454
General and administration		2,126			1,571			6,490			5,014
Income tax benefit		(904	)		(596	)		(3,102	)		(3,227	)
Total stock-based compensation expense after income taxes	$	5,337		$	4,727		$	14,850		$	12,031
Stock-based compensation expense for employee stock options, restricted stock units and employee stock purchases, net of tax, per share (diluted)	$	0.03		$	0.03		$	0.08		$	0.06