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

January 29, 2009

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 Current Report. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities and 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 29, 2009, Integrated Device Technology, Inc. (the “Company”) announced its results of operations and financial condition as of and for the fiscal quarter ended December 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 January 29, 2009, 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.

Exhibit No.	Description
99.1	Press Release dated January 29, 2009.

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 29, 2009

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

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 29, 2009.

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Financial Contact: Mike Knapp IDT Investor Relations Phone: (408) 284-6515 E-mail: mike.knapp@idt.com Press Contact:
Carolyn Robinson IDT Worldwide Marketing Phone: (408) 284-8200 E-mail: carolyn.robinson@idt.com

IDT REPORTS FISCAL THIRD QUARTER 2009 RESULTS

Company Generates 22 Percent of Total Revenue in Free Cash Flow

SAN JOSE, Calif., January 29, 2009 — 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 of 2009 ended December 28, 2008.

“IDT’s resilient business model was highlighted during our fiscal third quarter of 2009 as we delivered strong bottom line results despite a 17 percent sequential decline in revenue. We exceeded the high end of our December 8, 2008 earnings projections, largely due to our variable expense structure,” said Dr. Ted Tewksbury, president and CEO of IDT. “Despite widespread weakness in the semiconductor sector and the broader economy, we continue to build critical skills, capabilities and new products to add value to our customers’ applications and propel revenue growth when demand improves. At the same time, we remain committed to controlling costs and delivering solid operating margins for our investors. Today, we are announcing a reduction of approximately seven percent of our global workforce which reflects a structured approach to improve our strategic focus and realign our expenses with a softer demand environment.”

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 third quarter of 2009 was $167.1 million, compared with $201.2 million reported in the same period one year ago.

- more -

• GAAP net loss for the fiscal third quarter of 2009 was $345.3 million or a loss of $2.06 per diluted share, versus GAAP net income of $13.4 million or approximately $0.07 per diluted share in the same period one year ago. As a result of the current economic environment and decline in the market value of the Company, IDT has conducted an interim goodwill and intangible asset impairment analysis which will result in an estimated non-cash charge of $339.1 million. Fiscal third quarter 2009 GAAP results also include $19.7 million in amortization of intangibles, $9.0 million of stock-based compensation, $5.6 million of in-process R&D related to the Silicon Optix transaction, and a $3.0 million asset impairment charge.

• Non-GAAP net income for the fiscal third quarter of 2009 was $30.1 million or $0.18 per diluted share, compared with non-GAAP net income of $46.7 million or $0.25 per diluted share reported in the same period one year ago.

• GAAP gross profit for the fiscal third quarter of 2009 was $69.7 million, versus GAAP gross profit of $88.3 million in the same period one year ago. Non-GAAP gross profit for the fiscal third quarter of 2009 was $84.3 million, compared with non-GAAP gross profit of $105.2 million reported in the same period one year ago.

• GAAP R&D expense for the fiscal third quarter of 2009 was $37.2 million, compared with GAAP R&D expense of $40.6 million in the same period one year ago. Non-GAAP R&D expense for the fiscal third quarter of 2009 was $31.6 million, compared with non-GAAP R&D expense of $35.7 million in the same period one year ago.

• GAAP SG&A expense for the fiscal third quarter of 2009 was $30.9 million, compared with GAAP SG&A expense of $38.9 million in the same period one year ago. Non-GAAP SG&A expense for the fiscal third quarter of 2009 was $21.8 million, compared with non-GAAP SG&A expense of $24.9 million in the same period one year ago.

Recent Highlights

The Company recently announced it(s):

• DisplayPort^TM compatible receiver, PanelPort^TM, was included in EDN magazine’s Hot 100 Products.

• PanelPort solution, an embedded DisplayPort compliant receiver and timing controller device, has been chosen by CPT (Chunghwa Picture Tubes Ltd.) for inclusion in its 14”W flat panel display for notebooks.

• Introduced PCI Express^® (PCIe) switching and timing solutions and Intel-validated Double Data Rate 3 (DDR3) registers which support Intel^® Xeon^® processor based on Nehalem.

• Launched two new PCIe Gen2 switching solutions that are optimized for computing and embedded applications. It also announced PCIe timing solutions, including fan-out buffers, zero-delay buffers, clocks and jitter attenuators.

• PCIe switching solution has been chosen by ASUS for use on its newest high-end Intel processor-based motherboard.

• Introduced a new series of devices in the company’s industry-leading portfolio of flexible, low-power, asynchronous dual-ports for high-end handsets.

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 1:15 p.m. Pacific time on January 29, 2009. The webcast replay will be available after 5:00 p.m. Pacific time on January 29, 2009.

Investors can also listen to the live call at 1:15 p.m. Pacific time on January 29, 2009 by calling (800) 230-1074 or (612) 234-9960. The conference call replay will be available after 5:00 p.m. Pacific time on January 29, 2009 through 11:59 p.m. Pacific time on February 5, 2009 at (800) 475-6701 or (320) 365-3844. The access code is 980637.

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, including but not limited to statements regarding demand for Company products, customer ordering patterns, and anticipated trends in Company sales, expenses and profits, 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 September 28, 2008. All forward-looking statements are made as of the date of this release and the Company disclaims any duty to update such statements.

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 impairment charges, 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									Nine Months Ended
	Dec. 28, 2008			Sept. 28, 2008			Dec. 30, 2007			Dec. 28, 2008			Dec. 30, 2007
Revenues	$	167,079		$	200,541		$	201,228		$	555,828		$	604,371
Cost of revenues		97,410			113,388			112,904			314,547			342,969
Gross profit		69,669			87,153			88,324			241,281			261,402
Operating expenses:
Research and development		37,247			41,532			40,616			122,398			127,191
Selling, general and administrative		30,879			32,211			38,929			96,055			127,658
Acquired in-process research and development		5,597			—			—			5,597			—
Estimated goodwill and intangible assets impairment		339,051			—			—			339,051			—
Total operating expenses		412,774			73,743			79,545			563,101			254,849
Operating income (loss)		(343,105	)		13,410			8,779			(321,820	)		6,553
Other-than-temporary impairment of investment		(3,000	)		—			—			(3,000	)		—
Interest expense		(14	)		(15	)		(20	)		(47	)		(89	)
Interest income and other, net		(1,150	)		384			3,443			699			13,741
Income (loss) before income taxes		(347,269	)		13,779			12,202			(324,168	)		20,205
Provision (benefit) for income taxes		(2,010	)		2,104			(1,216	)		262			3,124
Net income (loss)	$	(345,259	)	$	11,675		$	13,418		$	(324,430	)	$	17,081
Net income (loss) per share:
Basic	$	(2.06	)	$	0.07		$	0.07		$	(1.92	)	$	0.09
Diluted	$	(2.06	)	$	0.07		$	0.07		$	(1.92	)	$	0.09
Weighted average shares:
Basic		167,412			169,570			186,720			169,354			190,240
Diluted		167,412			169,752			188,545			169,354			194,130

INTEGRATED DEVICE TECHNOLOGY, INC.

RECONCILIATION OF GAAP TO NON-GAAP

(Unaudited)

(In thousands)

	Three Months Ended									Nine Months Ended
	Dec. 28, 2008			Sept. 28, 2008			Dec. 30, 2007			Dec. 28, 2008			Dec. 30, 2007
GAAP Net Income (loss)	$	(345,259	)	$	11,675		$	13,418		$	(324,430	)	$	17,081
GAAP Diluted Income (loss) Per Share	$	(2.06	)	$	0.07		$	0.07		$	(1.92	)	$	0.09
Acquisition Related:
Amortization of acquisition related intangibles		19,652			20,592			24,492			61,104			85,509
Acquisition related costs (1)		(2	)		(3	)		398			(8	)		2,046
Acquired In-process research and development (1)		5,597			—			—			5,597			—
Estimated goodwill and intangible assets impairment		339,051			—			—			339,051			—
Other-than-temporary impairment of investment (2)		3,000			—			—			—			—
Restructuring Related:
Severance and retention costs		597			471			1,503			1,902			1,494
Assembly transition costs (3)		—			—			—			—			468
Facility closure costs (4)		50			19			(39	)		145			295
Other:
Stock-based compensation expense		9,012			8,642			9,391			25,783			33,021
Tax effects of Non-GAAP adjustments (5)		(1,604	)		1,910			(2,415	)		430			(761	)
Non-GAAP Net Income	$	30,094		$	43,306		$	46,748		$	109,574		$	139,153
Non-GAAP Diluted Earnings Per Share	$	0.18		$	0.26		$	0.25		$	0.65		$	0.72
Weighted average shares:
Basic		167,412			169,570			186,720			169,354			190,240
Diluted		167,438			169,752			188,545			169,554			194,130
GAAP gross profit		69,669			87,153			88,324			241,281			261,402
Acquisition Related:
Amortization of acquisition related intangibles		13,639			14,570			15,529			42,980			46,773
Acquisition related costs (1)		—			—			369			—			1,264
Restructuring Related:
Severance and retention costs		143			—			—			799			(9	)
Assembly transition costs (3)		—			—			—			—			468
Facility closure costs (4)		15			3			(8	)		43			204
Other:
Stock-based compensation expense		787			1,184			947			2,757			3,189
Non-GAAP gross profit		84,253			102,910			105,161			287,860			313,291
GAAP R&D Expenses:		37,247			41,532			40,616			122,398			127,191
Acquisition Related:
Amortization of acquisition related intangibles		(19	)		(19	)		(19	)		(57	)		(100	)
Acquisition related costs (1)		2			2			124			6			(49	)
Restructuring Related:
Severance and retention costs		(454	)		(453	)		(262	)		(914	)		(262	)
Facility closure costs (4)		(28	)		(16	)		20			(81	)		(57	)
Other:
Stock-based compensation expense		(5,101	)		(5,149	)		(4,782	)		(15,402	)		(18,128	)
Non-GAAP R&D Expenses		31,647			35,897			35,697			105,950			108,595
GAAP SG&A Expenses:		30,879			32,211			38,929			96,055			127,658
Acquisition Related:
Amortization of acquisition related intangibles		(5,994	)		(6,003	)		(8,944	)		(18,067	)		(38,636	)
Acquisition related costs (1)		—			1			(153	)		2			(733	)
Restructuring Related:
Severance and retention costs		—			(18	)		(1,241	)		(189	)		(1,241	)
Facility closure costs (4)		(7	)		—			11			(21	)		(34	)
Other:
Stock-based compensation expense		(3,124	)		(2,309	)		(3,662	)		(7,624	)		(11,704	)
Non-GAAP SG&A Expenses		21,754			23,882			24,940			70,156			75,310
GAAP Interest income and other, net		(1,164	)		369			3,423			652			13,652
Non-GAAP Interest income and other, net		(1,164	)		369			3,423			652			13,652
GAAP Provision for Income Taxes		(2,010	)		2,104			(1,216	)		262			3,124
Tax effects of Non-GAAP adjustments (5)		1,604			(1,910	)		2,415			(430	)		761
Non-GAAP Provision for Income Taxes		(406	)		194			1,199			(168	)		3,885

(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. In addition, the three month ended December 28, 2008 includes acquired IPR&D related to our acquisition of Silicon Optix’s video processing technology and related assets.

(2) Consists of an other-than-temporary impairment charge related to our investment in non-marketable equity security.

(3) Consists of the costs incurred as the Company transitioned its assembly operations in Malaysia to a third-party.

(4) Consists of ongoing costs associated with the exit of our leased facilities.

(5) Consists of the tax effects of non-GAAP adjustments related to acquisitions and stock-based compensation expense.

INTEGRATED DEVICE TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)	Dec. 28, 2008		March 30, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	188,216	$	131,986
Short-term investments		114,184		107,205
Accounts receivable, net		65,030		83,091
Inventories		77,101		79,954
Deferred Taxes		4,853		4,853
Prepaid and other current assets		18,766		26,081
Total current assets		468,150		433,170
Property, plant and equipment, net		74,659		81,652
Goodwill		708,863		1,027,438
Acquisition-related intangibles		135,471		204,489
Other assets		26,531		36,504
TOTAL ASSETS	$	1,413,674	$	1,783,253
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	41,335	$	44,655
Accrued compensation and related expenses		19,585		26,621
Deferred income on shipments to distributors		20,282		24,312
Income taxes payable		—		150
Other accrued liabilities		19,078		19,978
Total current liabilities		100,280		115,716
Deferred tax liabilities		6,890		7,678
Long term income taxes payable		20,898		20,673
Other long term obligations		15,748		18,364
Total liabilities		143,816		162,431
Stockholders’ equity		1,269,858		1,620,822
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,413,674	$	1,783,253