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): September 8, 2014

MaxLinear, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34666	14-1896129
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5966 La Place Court, Suite 100, Carlsbad, California 92008

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (760) 692-0711

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 (see General Instruction A.2. below):

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))

Item 7.01 Regulation FD Disclosure.

On September 8, 2014, MaxLinear, Inc. issued a press release announcing revised revenue and gross margin guidance for the third quarter ending September 30, 2014 and commenting on the outlook for its cable and satellite businesses. The press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit	Description
99.1	Press Release, dated September 8, 2014.

The information furnished in this Current Report under Item 7.01 and Exhibit 99.1 attached hereto 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 of Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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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 thereunto duly authorized.

Date: September 9, 2014	MAXLINEAR, INC.
	(Registrant)
	By:	/s/ Adam C. Spice
		Adam C. Spice
		Chief Financial Officer
		(Principal Financial Officer)
		/s/ Justin Scarpulla
		Justin Scarpulla
		Chief Accounting Officer and Corporate Controller
		(Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated September 8, 2014.

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EX-99.1

Exhibit 99.1

MaxLinear Revises Third Quarter Revenue Outlook

Carlsbad, Calif. -Sept 8, 2014 - MaxLinear, Inc. (NYSE: MXL) today announced that it currently anticipates revenue for the quarter ending September 30, 2014 to be approximately $32 million to $33 million, compared with prior guidance of between $36.5 million and $38.0 million. MaxLinear also announced that it expects gross margin for the third quarter of 2014 to be approximately 61%, compared with prior guidance of 62.0% to 62.5%. “Despite entering the third quarter with confidence in our guidance range, several of our cable and satellite customers have since requested push-outs of shipments previously scheduled for the current quarter. In our prior guidance for the third quarter, we had assumed a sequential decline in Cable revenues of approximately 2% to 5%. We now expect Cable revenues to decline sequentially by about 25%. These push-out requests are primarily related to 24-channel DOCSIS 3.0 cable modem and gateway solutions, where channel inventory appears to have built-up as a result of strong shipments in the first half of 2014. Consistent with prior practice, we will provide financial guidance for the fourth quarter of 2014 when we announce operating results for the current quarter ending September 30, 2014. At this time, we are also seeing preliminary indications of a slower product ramp in certain Satellite gateway platforms. We are continuing to review these trends, which could also affect our upcoming fourth quarter 2014 revenue guidance,” said Dr. Kishore Seendripu, President and CEO of MaxLinear.

Dr. Seendripu added: “Despite the near term challenges in our business, we remain enthusiastic about our long-term growth prospects and design win traction across our Cable and Satellite markets. We continue to focus on execution and entry into new target addressable markets for our industry leading broadband, full spectrum capture RF front-end technology platform in areas beyond Cable, Terrestrial, and Satellite TV applications.”

These financial results are preliminary and subject to MaxLinear’s customary quarterly closing and review procedures. No conference call will be held in conjunction with this press release.

MaxLinear will be presenting at the Deutsche Bank Conference in Las Vegas on September 11, 2014. The presentation will be available live via webcast at http://investors.maxlinear.com, and replays will be available at our website for two weeks after the conference. MaxLinear’s presentation is scheduled to begin at 8:50 a.m. (Pacific Time).

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to current estimates of revenue and gross margin percentage for our quarter ending September 30, 2014, potential delays in the development of our satellite business, and the outlook for our cable and satellite businesses. Forward-looking statements are based on management's current, preliminary expectations and are subject to various risks and uncertainties including (among others) the potential for additional adverse changes in inventory trends among our cable customers; potential delays in the development of our satellite business; the availability of new information that adversely affects the assumptions underlying the guidance we are providing today, including assumptions relating to revenue recognition and factors affecting our gross margin percentage; substantial variability in our quarter to quarter operating results; the potential impact of consolidation among cable operators on our business and operating results; intense competition in our industry; the ability of our customers to cancel or reduce orders; uncertainties concerning how end user markets for our products will develop; our lack of long-term supply contracts and dependence on limited sources of supply; potential decreases in average selling prices for our products; currently pending intellectual property litigation; and the potential for additional intellectual property litigation, which is prevalent in our industry. In addition to these risks and uncertainties, investors should review the risks and uncertainties contained in MaxLinear’s filings with the United States Securities and Exchange Commission, including risks and uncertainties identified in our Quarterly Report on Form 10-Q for the Quarter ended June 30, 2014. All forward-looking statements are qualified in their entirety by this cautionary statement. MaxLinear is providing this information as of the date of this release and does not undertake any obligation to update any forward-looking statements contained in this release as a result of new information, future events, or otherwise.