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 26, 2015 (October 23, 2015)

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 1.01 Material Definitive Agreement.

On October 23, 2015, Integrated Device Technology, Inc., a Delaware corporation (“IDT”), Integrated Device Technology Bermuda Ltd., a Bermuda company and a wholly owned subsidiary of IDT (“Acquisition Sub”), Global ASIC GmbH, ELBER GmbH and Freistaat Sachsen (collectively, the “Sellers”) entered into a Share Purchase and Transfer Agreement (the “Purchase Agreement”). The Purchase Agreement provides that, on and subject to the terms of the Purchase Agreement, Acquisition Sub will purchase all of the outstanding no-par-value shares of Zentrum Mikroelektronik Dresden AG, a German stock corporation (“ZMD”) from the Sellers in exchange for an aggregate fixed cash purchase price of the Euro equivalent of US$310 million (the “Acquisition”), of which an amount of US$60 million has been converted into approximately EUR 53 million at the EUR/USD exchange rate published by the European Central Bank as of October 22, 2015 (the date prior to the execution of the Purchase Agreement), and a remaining amount of US$250 million will be converted at such exchange rate as of one day prior to the closing date of the Acquisition.

IDT has guaranteed the payment of the aggregate purchase price under the Purchase Agreement and the performance by Acquisition Sub of all other obligations and undertakings of Acquisition Sub under the Purchase Agreement.

The consummation of the Acquisition is subject to satisfaction of the condition precedent of WGZ Bank AG, Düsseldorf, Germany, having released its pledge over the shares of Global ASIC GmbH in ZMD and certain other security related to the shares held by Global ASIC GmbH (the “Closing Condition”). The closing of the Acquisition is expected to occur on December 7, 2015, or such other date as may be agreed upon by the parties.

The Purchase Agreement contains customary representations and warranties by the Sellers, IDT, and Acquisition Sub. The Purchase Agreement also contains customary covenants, indemnities and agreements, including covenants with respect to the operations of the business of ZMD and its subsidiaries between signing and closing, restrictions on the solicitation of proposals by the Sellers with respect to alternative transactions and other matters. The Purchase Agreement also contains certain termination rights in favor of Acquisition Sub and the Sellers.

A portion of the aggregate purchase price will be placed into escrow by Acquisition Sub at the closing of the Acquisition to secure the indemnification obligations of the Sellers under the Purchase Agreement.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, which will be filed as an exhibit to IDT’s Quarterly Report on Form 10-Q for the quarter ending September 27th, 2015.

Item 7.01 Regulation FD Disclosure.

IDT issued a press release on October 26, 2015 announcing the transactions contemplated by the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of Current Report on Form 8-K, as well as Exhibit 99.1, shall not be treated as “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99.1	Press Release dated October 26, 2015.*

* Exhibit 99.1 relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

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 hereunto duly authorized.

Date: October 26, 2015	INTEGRATED DEVICE TECHNOLOGY, INC.
	By:	/s/ Brian C. White
		Brian C. White
		Vice President and Chief Financial Officer
		(duly authorized officer)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated October 26, 2015.*

* Exhibit 99.1 relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

EX-99.1

Exhibit 99.1

Financial Contact:	Press Contact:
Suzanne Schmidt IDT Investor Relations Phone: (415) 217-4962 E-mail: suzanne@blueshirtgroup.com	Graham Robertson IDT Worldwide Marketing Phone: (408) 284-2644 E-mail: graham.robertson@idt.com

IDT to Acquire ZMDI for $310 Million

• Adds $20M of quarterly revenues to IDT at 57% gross margins

• Accretive to earnings in first full quarter following close

• IDT gains a growing Automotive & Industrial business, with immediate sales leverage for current products

• Creates an industry franchise in Intelligent Power semiconductors. ZMDI adds new digital power products addressing Communications Infrastructure and Data Center requirements

• ZMDI products are largely sole-sourced, with very long product life cycles and high margins. Synergies recognized in first year of operation will reach IDT’s target business model of 60% GM

SAN JOSE, Calif., Oct. 26, 2015—Integrated Device Technology, Inc. (IDT^®) (NASDAQ: IDTI) today announced an agreement to acquire privately held ZMDI (Zentrum Mikroelektronik Dresden AG) for total consideration of $310M in cash. The acquisition provides IDT with a highly regarded Automotive & Industrial business, and extends their technology leadership in high performance programmable power devices and timing & signal conditioning.

Automotive & Industrial provides a significant new growth opportunity. IDT gains immediate leverage for new designs in Wireless Charging, Power Management, and Timing & Signal Conditioning. ZMDI’s business is already well established and positioned for growth, and benefits immediately from IDT’s scale and technology.

“This move accelerates progress to our $800M annual revenue goal within our industry benchmark financial performance by over a year” said Gregory Waters, IDT President & CEO. “IDT’s strategy is unchanged, but our product and technology position is significantly expanded. Our target market segments of Consumer, Communications, and High Performance Computing all benefit from additional product, revenue, and customer relationships that bolster our commitment to outgrow the semiconductor market by at least a factor of two”.

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IDT extends their rapidly growing line of programmable power devices, with new high-power products addressing Communications Infrastructure and Data Center applications. This creates a new industry franchise for high performance, scalable power management solutions that cover applications ranging from Wireless Charging to Solid State Drives to Data Centers & 4G/5G basestations.

“We gain an exceptional group of talented people and intellectual property from ZMDI, who join one of the technology industry’s fastest growing companies. With the added benefit of IDT’s cost structure and high volume manufacturing capability, we expect ZMDI revenues to achieve a similar financial model as IDT’s existing business in the first year of combined operations”. Waters added.

ZMDI’s signal conditioning products provide an elegant interface between microcontrollers and analog components, such as sensors. This is extremely complimentary to IDT’s Advanced Timing products, and will enable intelligent systems that are aware of their surroundings, and can adjust system performance, timing, and power management automatically.

“We’re enthusiastic to join with IDT, and create the best positioned product innovation team in the mixed-signal semiconductor industry”, said Thilo von Selchow, President and CEO of ZMDI. “It’s rare to see such a potent combination that not only provides a powerful financial result, but more importantly establish the product and technology teams that will lead the industry in innovative new products and growth for this decade”.

The transaction has been unanimously approved by the board of directors of both companies, with closing expected before calendar end.

About ZMDI

Zentrum Mikroelektronik Dresden AG (ZMDI) is a global supplier of sensing and digital power semiconductor solutions for automotive, industrial, medical, mobile sensing, information technology and consumer applications. These solutions enable our customers to create the most energy-efficient products in sensing, power management and lighting. See more at www.zmdi.com.

About IDT

Integrated Device Technology, Inc. develops system-level solutions that optimize its customers’ applications. IDT uses its market leadership in timing, serial switching and interfaces, and adds analog and system expertise to provide complete application-optimized, mixed-signal solutions for the communications, computing and consumer segments. Headquartered in San Jose, Calif., IDT has design, manufacturing, sales facilities and distribution partners 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. Follow IDT on Facebook, LinkedIn, Twitter, YouTube and Google+.

Forward Looking Statements

Remarks about IDT’s future expectations, plans and prospects constitute forward-looking statements for purposes of the safe-harbor provisions under applicable federal securities laws. Actual results may differ materially from the forward-looking statements contained herein. Additional information concerning these and other risk factors is contained in the Risk Factors sections of IDT’s most recently filed Forms 10-K and 10-Q. IDT undertakes no obligation and does not intend to update the forward-looking statements set forth herein.

IDT and the IDT logo are trademarks or registered 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.