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): July24, 2013

INTERSIL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-29617		59-3590018
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
1001 Murphy Ranch Road
Milpitas, California		95035
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:  408-432-8888
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):

¨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 July 26, 2013, Intersil Corporation (the "Company") issued a press release which reported revenue of $144.8 million for the second quarter ended July 5, 2013, and other matters relating to the Company’s plans and operations and financial condition.  The Company will issue a press release announcing its financial results for the second quarter on July 30, 2013.

Item 2.05 Costs Associated With Exit or Disposal Activities.

On July 24, 2013, the Company adopted a rebalancing plan (the “Plan”) to better align the Company’s operating expenses with strategic growth areas for the purpose of improving competitiveness and execution across the business.  The Plan includes a reduction in the Company’s workforce of approximately 150 employees which is anticipated to be gradually offset by the addition of new hires in design and development over the next few quarters.Under the Plan, the Company expects to incur pretax restructuring-related charges of $8 million to $12 million, including severance costs of approximately $6 million to $9 million.  The remainder relates to lease impairment charges which consist primarily of costs to consolidate facilities in North America. 

The amount of the restructuring charges is an estimate, and the actual charges may vary materially based on various factors including, but not limited to, the extent of a reduction in force and changes in management's assumptions.

Item 8.01 Other Events.

Press Release

On July 26, 2013, the Company issued a press release announcing the matters described in Item 2.02 and Item 2.05 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.

Exhibit No.	Description
99.1	Press Release dated July 26, 2013 announcing Intersil Corporation’s rebalancing initiative.

SIGNATURE

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.

			INTERSIL CORPORATION
Date:	July 26, 2013	By:	/s/ Thomas C. Tokos
		Name:	Thomas C. Tokos
		Title:	Sr. Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Media Contact

Shannon Pleasant

Intersil Corporation

(512) 832-8444

investor@intersil.com

Intersil Corporation Announces Initiative to Rebalance Resources

--Company Reports Second Quarter Revenue--

Milpitas, CA – July26, 2013 Intersil Corporation (NASDAQ Global Select: ISIL), today announceda resource rebalancing initiative designed to better align the company’s operating expenses with strategic growth areas to improvecompetitiveness and execution across the business. The actions will shift more resources to product development, reducing expenses in manufacturing and sales operations as well as administrative functions. The initiative is specifically designed to create long-term structural changes that will enable incremental investments in product development, while remaining approximately within the current overall operating expense run rate.  The company also announced today higher than expected revenue of $144.8 million for the second quarter ended July 5, 2013.

The rebalancing initiative includes a reduction of the workforce by approximately 150 employees, which is anticipated to begradually offset by the addition of new hires in design and development over the next few quarters.  The resulting restructuring charges are expected to be in the range of $8  to  $12 million.  Management intends to discuss this initiative and the company’s strategic direction during the upcoming second quarter earnings webcast.

Second Quarter Earnings Webcast

Intersil will be hosting a webcast to discuss second quarter results on July 30^th at 1:45 p.m. Pacific Time. To access the conference call, please visit the company’s investor relations website at ir.intersil.com.  Participants can also dial (877) 415-3179 or +1 (857) 244-7322 and enter the pass code 14955703. A replay of the call will be available for two weeks following the conference call on the company website, or may be accessed by dialing (888) 286-8010, international dial +1 (617) 801-6888, using the pass code 21890967.

FORWARD-LOOKING STATEMENTS
Intersil Corporation press releases and other related comments may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, in connection with the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon Intersil's management's current expectations, estimates, beliefs, assumptions and projections about Intersil's business and industry. Words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "potential," "continue," "goals," "targets" and variations of these words (or negatives of these words) or similar expressions, are intended to identify forward-looking statements. In addition, any statements that refer to projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various risk factors. Intersil does not adopt and is not responsible for any forward-looking statements and projections made by others in this press release. Intersil's Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other Intersil filings with the U.S. Securities and Exchange Commission (which you may obtain for free at the SEC's web site at http://www.sec.gov) discuss some of the important risk factors that may affect our business, results of operations and financial condition. These forward-looking statements are made only as of the date of this communication and Intersil undertakes no obligation to update or revise these forward-looking statements.

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