8-K

UNITED STATESSECURITIES 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


January 23, 2008

Date of Report (Date of earliest event reported)

Integrated Device Technology, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-12695	94-2669985
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6024 Silver Creek Valley Road, San Jose, California  95138

(Address of principal executive offices) (Zip Code)

(408) 284-8200 
(Registrant’s telephone number, including area code)


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:

⃞ 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.

The information in this Current Report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 of this Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Current Report.

On January 24, 2008, Integrated Device Technology, Inc. ("IDT" or the "Company")announced its results of operations and financial condition as of and for the fiscal quarter ended December 30, 2007, in a publicly disseminated press release that is attached hereto as Exhibit 99.1.

The Company's press release contains non-GAAP financial measures. Pursuant to the requirements of Regulation G and Item 10(e)(1)(i) of Regulation S-K, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures included in the press release.

The foregoing description is qualified in its entirety by reference to the Company’s press release dated January 24, 2008, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On January 23, 2008, Hock Tan, John D. Howard, John C. Bolger and Ken Kannappan resigned from the board of directors of IDT, effective immediately.

(d)

On January 23, 2008, Gordon Parnell was elected to the board of directors of IDT (the "Board"). Mr. Parnell was also appointed to the Board’s Audit Committee and Nominating and Corporate Governance Committee.

Mr. Parnell will receive the same benefits the Company provides to non-employee independent directors, which are described in IDT’s definitive proxy statement filed with the Securities and Exchange Commission on July 30, 2007. The Company also intends to enter into an indemnification agreement with Mr. Parnell that is substantially similar to the form of indemnification agreement executed by other members of the Board.

Item 7.01     Regulation FD Disclosure.

On January 24, 2008, IDT issued a press release announcing the election of Gordon Parnell to the Board and the resignations of Hock Tan, John D. Howard, John C. Bolger and Ken Kannappan from the Board as set forth in Item 5.02 of this Form 8-K. A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. 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 otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

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Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits.
		99.1   Press Release dated January 24, 2008

3

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.

Dated:	January 24, 2008
			INTEGRATED DEVICE TECHNOLOGY, INC.
		By:	/s/ Clyde R. Hosein
			Clyde R. Hosein
			Vice President and Chief Financial Officer (duly authorized officer)

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 24, 2008

5

EX-99.1

Exhibit 99.1

IDT Reports Fiscal Third Quarter 2008 Results

Strong Sequential Growth in Sales of Timing, PC Audio and PCI Express Devices

Company Announces Board of Directors Transition

SAN JOSE, Calif.--(BUSINESS WIRE)--IDT^® (Integrated Device Technology, Inc.)(NASDAQ:IDTI), a leading provider of essential mixed-signal semiconductor solutions that enrich the digital media experience, today announced results for the fiscal third quarter ended December 30, 2007.

“We experienced broad strength in sales of timing devices across our computing, consumer and communications end markets. Increased sales of PC audio and PCI Express^® devices, combined with robust timing product sales and sequential improvement in gross margin, allowed us to post EPS that was in line with the mid-point of our previous expectations,” stated Greg Lang, president and CEO of IDT. “While revenue growth in these markets was more than offset by weaker demand for our communications and server products, we continue to see strong design win momentum across many of our new product lines including PCI Express and PC audio, and we look forward to a strong second half of calendar year 2008 as these design wins ramp.”

The following highlights the Company’s financial performance on both a GAAP and non-GAAP basis. The GAAP results include certain costs, charges, gains and losses in accordance with GAAP which are excluded from non-GAAP results based on management’s determination that they are not directly reflective of on-going operations. A complete reconciliation of GAAP to non-GAAP results is attached to this press release.

• Revenue for the fiscal third quarter of 2008 was $201.2 million, compared to $206.2 million reported in the same period one year ago.
• GAAP net income for the fiscal third quarter of 2008 was $13.4 million or $0.07 per diluted share, compared to a GAAP net loss of $1.9 million or approximately $0.01 per diluted share in same period one year ago. Fiscal third quarter 2008 GAAP results include $24.9 million of acquisition-related charges (including $24.5 million in amortization of intangibles and $0.4 million of other acquisition-related charges), and $9.4 million of stock-based compensation.
• Non-GAAP net income for the fiscal third quarter of 2008 was $46.7 million or $0.25 per diluted share, compared to non-GAAP net income of $51.7 million or $0.25 per diluted share reported in the same period one year ago.
• GAAP gross profit for the fiscal third quarter of 2008 was $88.3 million, compared to GAAP gross profit of $85.8 million in the same period one year ago. Non-GAAP gross profit for the fiscal third quarter of 2008 was $105.2 million, compared to non-GAAP gross profit of $109.6 million reported in the same period one year ago.
• GAAP R&D expense for the fiscal third quarter of 2008 was $40.6 million, compared with GAAP R&D expense of $43.5 million in the same period one year ago. Non-GAAP R&D expense for the fiscal third quarter of 2008 was $35.7 million, compared to non-GAAP R&D expense of $36.4 million in the same period one year ago.
• GAAP SG&A expense for the fiscal third quarter of 2008 was $38.9 million, compared to GAAP SG&A expense of $46.8 million in the same period one year ago. Non-GAAP SG&A expense for the fiscal third quarter of 2008 was $24.9 million, compared to non-GAAP SG&A expense of $24.5 million in the same period one year ago.

Stock Repurchase Program Update

During the fiscal third quarter of 2008, the Company repurchased approximately $102 million of IDT shares. The Company has approximately $135 million dollars remaining under its authorized repurchase program.

Board of Directors Transition

The Company also announced the addition of Mr. Gordon W. Parnell to its Board of Directors. Mr. Parnell currently serves as Vice President and Chief Financial Officer for Microchip Technology Inc. IDT also announced that its Board of Directors unanimously agreed to reduce the size of the Board. In connection with this reduction, John Bolger, John Howard, Ken Kannappan and Hock Tan have resigned from the IDT Board.

“The integration of IDT and ICS has been successfully completed and now is a good time to streamline the Board,” said John Schofield, newly appointed Chairman of the Board. “On behalf of the Company, I would like to thank each of the departing directors for their dedicated service and valuable contributions. We are also extremely pleased to welcome Gordon Parnell to the Board and believe that his background and skill set make him an ideal successor to John Bolger as Chairman of the Audit Committee,” added Schofield.

Webcast and Conference Call Information

Investors can listen to a live or replay webcast of the Company’s quarterly financial conference call at http://www.IDT.com. The live webcast will begin at 1:30 p.m. Pacific time on January 24, 2008. The webcast replay will be available after 5:00 p.m. Pacific time on January 24, 2008.

Investors can also listen to the live call at 1:30 p.m. Pacific time on January 24, 2008 by calling (888) 428-4478 or (651) 291-0618. The conference call replay will be available after 5:00 p.m. Pacific time on January 24, 2008 through 11:59 p.m. Pacific time on January 31, 2008 at (800) 475-6701 or (320) 365-3844. The access code is 905608.

About IDT

With the goal of continuously improving the digital media experience, IDT integrates its fundamental semiconductor heritage with essential innovation, developing and delivering low-power, mixed-signal solutions that solve customer problems. Headquartered in San Jose, Calif., IDT has design, manufacturing and sales facilities throughout the world. IDT stock is traded on the NASDAQ Global Select Stock Market^® under the symbol "IDTI." Additional information about IDT is accessible at www.IDT.com.

Forward Looking Statements

Investors are cautioned that forward-looking statements in this release involve a number of risks and uncertainties that could cause actual results to differ materially from current expectations. Risks include, but are not limited to, global business and economic conditions, fluctuations in product demand, manufacturing capacity and costs, inventory management, competition, pricing, patent and other intellectual property rights of third parties, timely development and supply of new products and manufacturing processes, dependence on one or more customers for a significant portion of sales, successful integration of acquired businesses and technology, availability of capital, cash flow and other risk factors detailed in the Company’s Securities and Exchange Commission filings. The Company urges investors to review in detail the risks and uncertainties in the Company’s Securities and Exchange Commission filings, including but not limited to the Annual Report on Form 10-K for the fiscal year ended April 1, 2007 and Quarterly Report on Form 10-Q for the period ended September 30, 2007.

IDT and the IDT logo are trademarks of Integrated Device Technology, Inc. All other brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.

INTEGRATED DEVICE TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
	Three Months Ended									Nine Months Ended
	Dec. 30,			Sept. 30,			Dec. 31,			Dec. 30,			Dec. 31,
		2007			2007			2006			2007			2006
Revenues	$	201,228		$	204,127		$	206,196			604,371			596,908
Cost of revenues		112,904			115,937			120,406			342,969			340,213
Gross profit		88,324			88,190			85,790			261,402			256,695
Operating expenses:
Research and development		40,616			41,876			43,474			127,191			123,941
Selling, general and administrative		38,929			43,615			46,791			127,658			143,771
Acquired in-process research and development		-			-			-			-			500
Total operating expenses		79,545			85,491			90,265			254,849			268,212
Operating income (loss)		8,779			2,699			(4,475	)		6,553			(11,517	)
Interest expense		(20	)		(28	)		(59	)		(89	)		(210	)
Interest income and other, net		3,443			4,446			4,027			13,741			11,268
Income (loss) before income taxes		12,202			7,117			(507	)		20,205			(459	)
Provision (benefit) for income taxes		(1,216	)		2,358			1,433			3,124			3,708
Net income (loss)	$	13,418		$	4,759		$	(1,940	)		17,081			(4,167	)
Net Income (loss) per share:
Basic	$	0.07		$	0.02		$	(0.01	)	$	0.09		$	(0.02	)
Diluted	$	0.07		$	0.02		$	(0.01	)	$	0.09		$	(0.02	)
Weighted average shares:
Basic		186,720			190,745			197,332			190,240			198,633
Diluted		188,545			195,923			197,332			194,130			198,633

INTEGRATED DEVICE TECHNOLOGY, INC.
RECONCILIATION OF GAAP TO NON-GAAP
(Unaudited)
(In thousands)
	Three Months Ended									Nine Months Ended
	Dec. 30,			Sept. 30,			Dec. 31,				Dec. 30,			Dec. 31,
		2007			2007			2006				2007			2006
GAAP Net Income (Loss)	$	13,418		$	4,759		$	(1,940	)		$	17,081		$	(4,167	)
GAAP Diluted Income (Loss) Per Share	$	0.07		$	0.02		$	(0.01	)		$	0.09		$	(0.02	)
Acquisition Related:
Amortization of acquisition related intangibles (1)		24,492			29,942			39,664				85,509			116,125
Inventory FMV write-up (1)		-			-			207				-			3,722
Acquired In-process research and development (1)		-			-			-				-			500
Acquisition related costs (2)		398			540			727				2,046			3,719
Restructuring Related:
Severance and retention costs (3)		1,503			-			814				1,494			2,153
Assembly transition costs (4)		-			193			427				468			427
Facility closure costs (5)		(39	)		183			232				295			761
Asset impairment (6)		-			-			-				-			2,482
Other:
Stock-based compensation expense (7)		9,391			11,800			11,178				33,021			35,419
Tax effects of Non-GAAP adjustments (8)		(2,415	)		853			366				(761	)		366
Non-GAAP Net Income	$	46,748		$	48,270		$	51,675			$	139,153		$	161,507
Non-GAAP Diluted Earnings Per Share	$	0.25		$	0.25		$	0.25			$	0.72		$	0.79
Weighted average shares:
Basic		186,720			190,745			197,332				190,240			198,633
Diluted		188,545			195,923			202,904				194,130			203,335
GAAP gross profit		88,324			88,190			85,790				261,402			256,695
Acquisition Related:
Amortization of acquisition related intangibles (1)		15,529			15,614			20,878				46,773			59,843
Inventory FMV write-up (1)		-			-			207				-			3,722
Acquisition related costs (2)		369			442			515				1,264			1,570
Restructuring Related:
Severance and retention costs (3)		-			-			574				(9	)		1,407
Assembly transition costs (4)		-			193			427				468			427
Facility closure costs (5)		(8	)		120			150				204			495
Asset impairment (6)		-			-			-				-			2,482
Other:
Stock-based compensation expense (7)		947			1,189			1,107				3,189			2,489
Non-GAAP gross profit		105,161			105,748			109,648				313,291			329,130
GAAP R&D Expenses:		40,616			41,876			43,474				127,191			123,941
Acquisition Related:
Amortization of acquisition related intangibles (1)		(19	)		(19	)		(125	)			(100	)		(375	)
Acquisition related costs (2)		124			(77	)		(148	)			(49	)		(1,822	)
Restructuring Related:
Severance and retention costs (3)		(262	)		-			(240	)			(262	)		(559	)
Facility closure costs (5)		20			(36	)		(47	)			(57	)		(152	)
Other:
Stock-based compensation expense (7)		(4,782	)		(6,615	)		(6,510	)			(18,128	)		(19,321	)
Non-GAAP R&D Expenses		35,697			35,129			36,404				108,595			101,712
GAAP SG&A Expenses:		38,929			43,615			46,791				127,658			143,771
Acquisition Related:
Amortization of acquisition related intangibles (1)		(8,944	)		(14,309	)		(18,661	)			(38,636	)		(55,907	)
Acquisition related costs (2)		(153	)		(21	)		(64	)			(733	)		(327	)
Restructuring Related:
Severance and retention costs (3)		(1,241	)		-			-				(1,241	)		(187	)
Facility closure costs (5)		11			(27	)		(35	)			(34	)		(114	)
Other:
Stock-based compensation expense (7)		(3,662	)		(3,996	)		(3,561	)			(11,704	)		(13,609	)
Non-GAAP SG&A Expenses		24,940			25,262			24,470				75,310			73,627
GAAP Interest income and other, net		3,423			4,418			3,968				13,652			11,058
Non-GAAP Interest income and other, net		3,423			4,418			3,968				13,652			11,058
GAAP Provision (benefit) for Income Taxes		(1,216	)		2,358			1,433				3,124			3,708
Tax effects of Non-GAAP adjustments (8)		2,415			(853	)		(366	)			761			(366	)
Non-GAAP Provision for Income Taxes		1,199			1,505			1,067				3,885			3,342
(1) Consists of acquisition-related charges including amortization of intangible assets and the FMV adjustment of acquired inventory sold. In addition, the nine month ended December 31, 2007 includes acquired IPR&D related to our acquisition of Sigmatel's PC audio business in Q2 2007.
(2) Consists of costs incurred in connection with merger and acquisiton-related activities, including legal and accounting fees. Also includes costs associated with our merger with ICS and the acquisition of Freescale assets in Q2 2006, such as additional depreciation resulting from purchase accounting and costs associated with the exit of previously leased facilities.
(3) Consists of costs associated with restructuring actions initiated by the Company, primarily composed of severance and retention costs. Q3 2008 includes expenses related to the executive transition agreement with our Chief Executive Officer.
(4) Consists of the costs incurred as the Company transitions its assembly operations in Malaysia to a third-party.
(5) Consists of ongoing costs associated with the exit of our leased facilities in Santa Clara and Salinas and the closure of our manufacturing facility in the Philippines.
(6) Consists of an impairment charge related to our manufacturing facility in the Philippines.
(7) Consists of stock-based compensation expense.
(8) Consists of the tax effects of acquisition-related non-GAAP adjustments. Q3 2008 includes an adjustment to the deferred taxes established in connection with the ICS merger, as a result of a decrease in enacted foreign jurisdiction tax rate in the quarter.

INTEGRATED DEVICE TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	Dec. 30,		Apr. 1,
(In thousands)		2007		2007
ASSETS
Current assets:
Cash and cash equivalents	$	170,035	$	246,589
Short-term investments		114,695		113,344
Accounts receivable, net		92,278		89,986
Inventories		79,403		85,076
Deferred Taxes		7,910		7,308
Prepaid and other current assets		29,301		29,437
Total current assets		493,622		571,740
Property, plant and equipment, net		83,176		93,058
Goodwill		1,034,118		1,038,064
Acquisition-related intangibles		228,974		314,484
Other assets		29,652		24,386
TOTAL ASSETS	$	1,869,542	$	2,041,732
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	45,082	$	47,854
Accrued compensation and related expenses		23,802		30,882
Deferred income on shipments to distributors		28,806		34,343
Income taxes payable		8,807		30,514
Other accrued liabilities		17,069		22,445
Total current liabilities		123,566		166,038
Deferred tax liabilities		20,521		20,603
Long term income taxes payable		21,400		-
Long term liabilities		17,277		16,001
Total liabilities		182,764		202,642
Stockholders' equity		1,686,778		1,839,090
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,869,542	$	2,041,732

CONTACT:
IDT Investor Relations
Mike Knapp, 408-284-6515 (Financial)
mike.knapp@idt.com
or
IDT Worldwide Marketing
Chad Taggard, 408-284-8200 (Press)
chad.taggard@idt.com