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


October 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 October 23, 2008, Integrated Device Technology, Inc. (the “Company”)announced its results of operations and financial condition as of and for the fiscal quarter ended September 28, 2008, 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 October 23, 2008, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits.

                    99.1      Press Release dated October 23, 2008

2

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:	October 23, 2008
			INTEGRATED DEVICE TECHNOLOGY, INC.
		By:	/s/ Richard D. Crowley, Jr.
			Richard D. Crowley, Jr.
			Vice President, Chief Financial Officer (duly authorized officer)

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EXHIBIT INDEX

Exhibit No	Description
99.1	Press Release dated October 23, 2008

4

EX-99.1

Exhibit 99.1

IDT Reports Fiscal Second Quarter 2009 Results

Strength in Computing and Consumer End Markets Drives Over Six Percent Sequential Revenue Growth

Company Generates Over $50 million in Free Cash Flow During Fiscal Q2 2009

SAN JOSE, Calif.--(BUSINESS WIRE)--October 23, 2008--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 second quarter of 2009 ended September 28, 2008.

“During our fiscal second quarter of 2009, we posted a greater than six percent sequential increase in revenue for the second consecutive quarter,” said Ted Tewksbury, president and CEO of IDT. “Strong growth in our computing end market was driven by increased sales of PC clock and PC Audio devices, while sales of timing solutions into our gaming segment enabled our consumer end market to grow double digits. However, like many semiconductor companies, our bookings slowed in late September and have remained below normal seasonal levels so far in October. This has reduced our visibility into end customer demand and makes it difficult to predict revenue for the third quarter.”

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. Non-GAAP results are not in accordance with GAAP and may not be comparable to non-GAAP information provided by other companies. Non-GAAP information should be considered a supplement to, and not a substitute for, financial statements prepared in accordance with GAAP. A complete reconciliation of GAAP to non-GAAP results is attached to this press release.

• Revenue for the fiscal second quarter of 2009 was $200.5 million, compared with $204.1 million reported in the same period one year ago.
• GAAP net income for the fiscal second quarter of 2009 was $11.7 million or $0.07 per diluted share, versus GAAP net income of $4.8 million or approximately $0.02 per diluted share in same period one year ago. Fiscal second quarter 2009 GAAP results include $20.6 million in amortization of intangibles and $8.6 million of stock-based compensation.
• Non-GAAP net income for the fiscal second quarter of 2009 was $43.3 million or $0.26 per diluted share, compared with non-GAAP net income of $48.3 million or $0.25 per diluted share reported in the same period one year ago.
• GAAP gross profit for the fiscal second quarter of 2009 was $87.2 million, versus GAAP gross profit of $88.2 million in the same period one year ago. Non-GAAP gross profit for the fiscal second quarter of 2009 was $102.9 million, compared with non-GAAP gross profit of $105.7 million reported in the same period one year ago.
• GAAP R&D expense for the fiscal second quarter of 2009 was $41.5 million, compared with GAAP R&D expense of $41.9 million in the same period one year ago. Non-GAAP R&D expense for the fiscal second quarter of 2009 was $35.9 million, compared with non-GAAP R&D expense of $35.1 million in the same period one year ago.
• GAAP SG&A expense for the fiscal second quarter of 2009 was $32.2 million, compared with GAAP SG&A expense of $43.6 million in the same period one year ago. Non-GAAP SG&A expense for the fiscal second quarter of 2009 was $23.9 million, compared with non-GAAP SG&A expense of $25.3 million in the same period one year ago.

Recent Highlights

The Company recently announced it:

• Purchased the video processing technology and related assets from Silicon Optix, which also includes the Hollywood Quality Video (HQV) brand.
• Extended its leadership in Double Data Rate 3 (DDR3) memory interface devices by announcing the industry's first registered clock driver capable of standard and low-voltage operation for high-performance servers and workstations.
• Expanded its DisplayPort^TM-compatible solutions by announcing the availability of its IDT PanelPort^TM stand-alone receiver for LCD TVs, projectors and high-end monitors.
• Introduced a low-power integrated single-chip audio solution which improves audio performance and fidelity, as well as design flexibility, while offering the smallest footprint available for an audio codec.
• Introduced a new series of PCI Express^® (PCIe^®) system interconnect switches that provide higher levels of performance, availability and optimal resource utilization in demanding enterprise applications.

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 October 23, 2008. The webcast replay will be available after 5:00 p.m. Pacific time on October 23, 2008.

Investors can also listen to the live call at 1:30 p.m. Pacific time on October 23, 2008 by calling (800) 230-1059 or (612) 234-9959. The conference call replay will be available after 5:00 p.m. Pacific time on October 23, 2008 through 11:59 p.m. Pacific time on October 30, 2008 at (800) 475-6701 or (320) 365-3844. The access code is 963455.

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 March 30, 2008 and Quarterly Report on Form 10-Q for the period ended June 29, 2008.

Non-GAAP Reporting

The Company presents non-GAAP financial measures because the financial community uses non-GAAP results in its analysis and comparison of historical results and projections of the Company's future operating results. These non-GAAP results exclude acquisition-related charges, share-based compensation expense and certain other expenses and benefits. Management uses these non-GAAP measures to manage and assess the profitability of the business. These non-GAAP results are also consistent with another way management internally analyzes IDT’s results and may be useful. The Company has reconciled such non-GAAP results to the most directly comparable GAAP financial measures in the financial tables at the end of this press release.

Reference to these non-GAAP results should be considered in addition to results that are prepared under current accounting standards, but should not be considered a substitute for results that are presented in accordance with GAAP. It should also be noted that IDT's non-GAAP information may be different from the non-GAAP information provided by other companies.

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									Six Months Ended
	Sept 28,			June 29,			Sept. 30,				Sept. 28,			Sept. 30,
		2008			2008			2007				2008			2007
Revenues	$	200,541		$	188,208		$	204,127				388,749			403,143
Cost of revenues		113,388			103,749			115,937				217,137			230,065
Gross profit		87,153			84,459			88,190				171,612			173,078
Operating expenses:
Research and development		41,532			43,619			41,876				85,151			86,575
Selling, general and administrative		32,211			32,965			43,615				65,176			88,729
Total operating expenses		73,743			76,584			85,491				150,327			175,304
Operating income (loss)		13,410			7,875			2,699				21,285			(2,226	)
Interest expense		(15	)		(18	)		(28	)			(33	)		(69	)
Interest income and other, net		384			1,465			4,446				1,849			10,298
Income before income taxes		13,779			9,322			7,117				23,101			8,003
Provision for income taxes		2,104			168			2,358				2,272			4,340
Net income	$	11,675		$	9,154		$	4,759				20,829			3,663
Net income per share:
Basic	$	0.07		$	0.05		$	0.02			$	0.12		$	0.02
Diluted	$	0.07		$	0.05		$	0.02			$	0.12		$	0.02
Weighted average shares:
Basic		169,570			171,080			190,745				170,325			192,000
Diluted		169,752			171,366			195,923				170,586			196,914

INTEGRATED DEVICE TECHNOLOGY, INC.
RECONCILIATION OF GAAP TO NON-GAAP
(Unaudited)
(In thousands)
	Three Months Ended									Six Months Ended
	Sept 28,			June 29,			Sept. 30,				Sept. 28,			Sept. 30,
		2008			2008			2007				2008			2007
GAAP Net Income	$	11,675		$	9,154		$	4,759			$	20,829		$	3,663
GAAP Diluted Income Per Share	$	0.07		$	0.05		$	0.02			$	0.12		$	0.02
Acquisition Related:
Amortization of acquisition related intangibles		20,592			20,860			29,942				41,452			61,017
Acquisition related costs (1)		(3	)		(3	)		540				(6	)		1,648
Restructuring Related:
Severance and retention costs		471			834			-				1,305			(9	)
Assembly transition costs (2)		-			-			193			-				468
Facility closure costs (3)		19			76			183				95			334
Other:
Stock-based compensation expense		8,642			8,129			11,800				16,771			23,630
Tax effects of Non-GAAP adjustments (4)		1,910			124			853				2,034			1,654
Non-GAAP Net Income	$	43,306		$	39,174		$	48,270			$	82,480		$	92,405
Non-GAAP Diluted Earnings Per Share	$	0.26		$	0.23		$	0.25			$	0.48		$	0.47
Weighted average shares:
Basic		169,570			171,080			190,745				170,325			192,000
Diluted		169,752			171,366			195,923				170,586			196,914
GAAP gross profit		87,153			84,459			88,190				171,612			173,078
Acquisition Related:
Amortization of acquisition related intangibles		14,570			14,771			15,614				29,341			31,244
Acquisition related costs (1)		-			-			442				-			895
Restructuring Related:
Severance and retention costs		-			656			-				656			(9	)
Assembly transition costs (2)		-			-			193				-			468
Facility closure costs (3)		3			25			120				28			212
Other:
Stock-based compensation expense		1,184			786			1,189				1,970			2,242
Non-GAAP gross profit		102,910			100,697			105,748				203,607			208,130
GAAP R&D Expenses:		41,532			43,619			41,876				85,151			86,575
Acquisition Related:
Amortization of acquisition related intangibles		(19	)		(19	)		(19	)			(38	)		(81	)
Acquisition related costs (1)		2			2			(77	)			4			(173	)
Restructuring Related:
Severance and retention costs		(453	)		(7	)		-				(460	)		-
Facility closure costs (3)		(16	)		(37	)		(36	)			(53	)		(77	)
Other:
Stock-based compensation expense		(5,149	)		(5,152	)		(6,615	)			(10,301	)		(13,346	)
Non-GAAP R&D Expenses		35,897			38,406			35,129				74,303			72,898
GAAP SG&A Expenses:		32,211			32,965			43,615				65,176			88,729
Acquisition Related:
Amortization of acquisition related intangibles		(6,003	)		(6,070	)		(14,309	)			(12,073	)		(29,692	)
Acquisition related costs (1)		1			1			(21	)			2			(580	)
Restructuring Related:
Severance and retention costs		(18	)		(171	)		-				(189	)		-
Facility closure costs (3)		-			(14	)		(27	)			(14	)		(45	)
Other:
Stock-based compensation expense		(2,309	)		(2,191	)		(3,996	)			(4,500	)		(8,042	)
Non-GAAP SG&A Expenses		23,882			24,520			25,262				48,402			50,370
GAAP Interest income and other, net		369			1,447			4,418				1,816			10,229
Non-GAAP Interest income and other, net		369			1,447			4,418				1,816			10,229
GAAP Provision for Income Taxes		2,104			168			2,358				2,272			4,340
Tax effects of Non-GAAP adjustments (4)		(1,910	)		(124	)		(853	)			(2,034	)		(1,654	)
Non-GAAP Provision for Income Taxes		194			44			1,505				238			2,686
(1)  Consists of costs incurred in connection with merger and acquisition-related activities, including legal and accounting fees. Also includes costs associated with our merger with ICS, such as additional depreciation resulting from purchase accounting and costs associated with the exit of previously leased facilities.
(2)  Consists of the costs incurred as the Company transitioned its assembly operations in Malaysia to a third-party.
(3)  Consists of ongoing costs associated with the exit of our leased facilities.
(4)  Consists of the tax effects of acquisition-related non-GAAP adjustments.

INTEGRATED DEVICE TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	Sept 28,		March 30,
(In thousands)	2008		2008
ASSETS
Current assets:
Cash and cash equivalents	$	186,071	$	131,986
Short-term investments		121,443		107,205
Accounts receivable, net		88,254		83,091
Inventories		76,373		79,954
Deferred Taxes		4,853		4,853
Prepaid and other current assets		16,658		26,081
Total current assets		493,652		433,170
Property, plant and equipment, net		77,173		81,652
Goodwill		1,026,724		1,027,438
Acquisition-related intangibles		163,038		204,489
Other assets		32,143		36,504
TOTAL ASSETS	$	1,792,730	$	1,783,253
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	45,321	$	44,655
Accrued compensation and related expenses		27,177		26,621
Deferred income on shipments to distributors		22,377		24,312
Income taxes payable		755		150
Other accrued liabilities		21,866		19,978
Total current liabilities		117,496		115,716
Deferred tax liabilities		8,152		7,678
Long term income taxes payable		20,826		20,673
Other long term obligations		17,763		18,364
Total liabilities		164,237		162,431
Stockholders' equity		1,628,493		1,620,822
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,792,730	$	1,783,253

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