8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: May 3, 2010

(Date of earliest event reported)

Maxim Integrated Products, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-16538	94-2896096
(State of other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

120 San Gabriel Drive

Sunnyvale, California    94086

(Address of principal executive offices including zip code)

(408) 737-7600

(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.

 On May 3, 2010, the Company and lead plaintiffs entered into a memorandum of understanding reflecting an agreement in principle to settle all claims asserted against all defendants in the putative class action concerning the Company's stock option accounting practices captioned In re Maxim Integrated Products, Inc. Securities Litigation, Case No. C-08-00832-JW (N.D. Cal.), which provides for the payment of $173 million in cash by the Company. The memorandum of understanding contemplates the negotiation and execution of a final settlement agreement, and the s ettlement is subject to notice to the putative class and final approval by the Court.

The memorandum of understanding was entered into after the Company announced its preliminary results of operations for the three month period ended March 27, 2010 but prior to the filing of the Company's Quarterly Report on Form 10-Q with the U.S. Securities and Exchange Commission for the three month period ended March 27, 2010. As a result, the Company is required under U.S. Generally Accepted Accounting Principles to reflect the impact of the memorandum of understanding, which is a subsequent event, in its financial statements for the three months ended March 27, 2010.  As such, the Company recorded a charge for the three months ended March 27, 2010, to accrue the $173 million settlement which has been recorded in Other operating expenses, net in the Consolidated Statements of Operations and in Accrual for litigation settlement in the Consolidated Balance Sheets. The Company is filing this Amendment No. 1 to Form 8-K to update a portion of the financial tables in Exhibit No. 99.1 to the Form 8-K it furnished to the Securities and Exchange Commission on April 29, 2010 to reflect the agreement in principle. Specifically, the updates to the financial tables are depicted in the column titled “Adjustments” and are limited to the three month period ended March 27, 2010, and result in a loss of $0.11 per share during the period, instead of earnings of $0.21 per share as originally reported. Payment of the $173 million in cash by the Company will be deductible for U.S Federal tax purposes.

The information in this Current Report and attached Exhibits 99.1 and 99.2 are furnished to, but not filed with, the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and such information shall not be deemed to be incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

Item 8.01.    Other Events.

On May 3, 2010, the Company and lead plaintiffs entered into a memorandum of understanding reflecting an agreement in principle to settle all claims asserted against all defendants in the putative class action concerning the Company's stock option accounting practices captioned In re Maxim Integrated Products, Inc. Securities Litigation, Case No. C-08-00832-JW (N.D. Cal.), which provides for the payment of $173 million in cash by the Company. The memorandum of understanding contemplates the negotiation and execution of a final settlement agreement, and the settlem ent is subject to notice to the putative class and final approval by the Court.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

The exhibit listed below is being furnished with this Form 8-K/A.

Exhibit	Description
99.1	The Company's selected unaudited financial information as of March 27, 2010.
99.2	Press release dated May 5, 2010 announcing that the Company and lead plaintiffs entered into a memorandum of understanding reflecting an agreement in principle to settle all claims asserted against all defendants in the putative class action concerning the Company's stock option accounting practices captioned In re Maxim Integrated Products, Inc. Securities Litigation, Case No. C-08-00832-JW (N.D. Cal.).

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: May 5, 2010

Maxim Integrated Products, Inc.

By:

Bruce Kiddoo

Senior Vice President, Chief Financial Officer and Principal Accounting Officer

EXHIBIT INDEX

Exhibit	Description
99.1	The Company's selected unaudited financial information as of March 27, 2010.
99.2	Press release dated May 5, 2010 announcing that the Company and lead plaintiffs entered into a memorandum of understanding reflecting an agreement in principle to settle all claims asserted against all defendants in the putative class action concerning the Company's stock option accounting practices captioned In re Maxim Integrated Products, Inc. Securities Litigation, Case No. C-08-00832-JW (N.D. Cal.).

EX-99.1

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended March 27, 2010									Three Months Ended
	As Originally Reported			Adjustments			As Revised			December 26, 2009		March 28, 2009
	(in thousands, except per share data)
Net revenues	$	508,880		$	—		$	508,880		$	473,515	$	339,665
Cost of goods sold (1,2)	200,177			—			200,177			181,727		171,960
Gross margin	308,703			—			308,703			291,788		167,705
Operating expenses:
Research and development (1)	117,100			—			117,100			118,367		120,974
Selling, general and administrative (1)	62,943			—			62,943			61,308		48,760
Severance and restructuring	(625		)	—			(625		)	2,063		10,956
Other operating expense, net (3)	4,546			173,000			177,546			921		3,969
Total operating expenses	183,964			173,000			356,964			182,659		184,659
Operating income (loss)	124,739			(173,000		)	(48,261		)	109,129		(16,954		)
Interest income and other, net	644			—			644			3,630		(228		)
Income (loss) before provision for income taxes	125,383			(173,000		)	(47,617		)	112,759		(17,182		)
Provision for (benefit from) income taxes (4)	59,626			(73,340		)	(13,714		)	54,124		9,244
Net income (loss)	$	65,757		$	(99,660	)	$	(33,903	)	$	58,635	$	(26,426	)
Earnings (loss) per share:
Basic	$	0.22		$	(0.33	)	$	(0.11	)	$	0.19	$	(0.09	)
Diluted	$	0.21		$	(0.32	)	$	(0.11	)	$	0.19	$	(0.09	)
Shares used in the calculation of earnings (loss) per share:
Basic	304,518						304,518			305,324		304,415
Diluted	309,445						304,518			310,090		304,415
Dividends declared per share	$	0.200					$	0.200		$	0.200	$	0.200
SCHEDULE OF STOCK BASED COMPENSATION EXPENSES
(Unaudited)
	Three Months Ended March 27, 2010									Three Months Ended
	As Originally Reported			Adjustments			As Revised			December 26, 2009		March 28, 2009
	(in thousands)
Cost of goods sold	$	1,071		$	—		$	1,071		$	5,265	$	7,574
Research and development	8,691			—			8,691			14,650		25,194
Selling, general and administrative	5,517			—			5,517			7,018		6,845
Total	$	15,279		$	—		$	15,279		$	26,933	$	39,613
SCHEDULE OF SPECIAL EXPENSE ITEMS
(Unaudited)
	Three Months Ended March 27, 2010									Three Months Ended
	As Originally Reported			Adjustments			As Revised			December 26, 2009		March 28, 2009
	(in thousands)
Cost of goods sold:
Accelerated depreciation (2)	$	—		$	—		$	—		$	—	$	12,372
Total	$	—		$	—		$	—		$	—	$	12,372
Operating expenses:
Severance and restructuring	$	(625	)	$	—		$	(625	)	$	2,063	$	10,956
Other operating expense, net (3)	4,546			173,000			177,546			921		3,969
Total	$	3,921		$	173,000		$	176,921		$	2,984	$	14,925
Provision for income taxes:
International restructuring (4)	$	14,021		$	(10,850	)	$	3,171		$	13,758	$	9,200
Interest income and other, net
Other income (5)	$	—		$	—		$	—		$	1,220	$	—
(1) Includes stock-based compensation charges as shown in the Schedule of Stock Based Compensation Expenses.
(2) Includes accelerated depreciation primarily related to long-lived assets resulting from the closure of the Dallas fab facility.
(3) (Income) expenses, net, primarily for stock option related litigation and certain payroll taxes, interest and penalties.
(4) Provision for income taxes includes tax provision impact due to international restructuring.
(5) Impact of investments obtained in exchange for intellectual property.

CONSOLIDATED BALANCE SHEETS
(Unaudited)
	March 27, 2010
	As Originally Reported			Adjustments			As Revised			June 27, 2009
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	758,436		$	—		$	758,436		$	709,348
Short-term investments	100,425			—			100,425			204,055
Total cash, cash equivalents and short-term investments	858,861			—			858,861			913,403
Accounts receivable, net	297,352			—			297,352			207,807
Inventories	190,589			—			190,589			217,847
Income tax refund receivable	5,247			10,361			15,608			13,072
Deferred tax assets	184,277			62,972			247,249			211,879
Other current assets	23,091			—			23,091			20,943
Total current assets	1,559,417			73,333			1,632,750			1,584,951
Property, plant and equipment, net	1,325,348			—			1,325,348			1,366,052
Other assets	120,575			—			120,575			130,772
TOTAL ASSETS	$	3,005,340		$	73,333		$	3,078,673		$	3,081,775
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	79,351		$	—		$	79,351		$	70,087
Income taxes payable	921			(7		)	914			2,140
Accrued salary and related expenses	163,661			—			163,661			141,334
Accrued expenses	34,572			—			34,572			38,455
Deferred income on shipments to distributors	21,105			—			21,105			16,760
Accrual for litigation settlement	—			173,000			173,000			—
Total current liabilities	299,610			172,993			472,603			268,776
Other liabilities	24,591			—			24,591			26,398
Income taxes payable	100,184			—			100,184			124,863
Deferred tax liabilities	76,173			—			76,173			67,273
Total liabilities	500,558			172,993			673,551			487,310
Stockholders' equity:
Common stock	303			—			303			21,511
Retained earnings	2,514,832			(99,660		)	2,415,172			2,580,610
Accumulated other comprehensive loss	(10,353		)	—			(10,353		)	(7,656		)
Total stockholders' equity	2,504,782			(99,660		)	2,405,122			2,594,465
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	3,005,340		$	73,333		$	3,078,673		$	3,081,775

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended March 27, 2010									Three Months Ended
	As Originally Reported			Adjustments			As Revised			December 26, 2009			March 28, 2009
	(in thousands)
Cash flows from operating activities:
Net income (loss)	$	65,757		$	(99,660	)	$	(33,903	)	$	58,635		$	(26,426	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation	15,279			—			15,279			26,933			39,613
Depreciation and amortization	40,810			—			40,810			39,832			51,236
Deferred taxes	9,041			(62,972		)	(53,931		)	8,594			41,055
Tax shortfall related to stock-based compensation	(2,040		)	—			(2,040		)	(5,796		)	(55,260		)
Other	(2,067		)	—			(2,067		)	(1,522		)	405
Changes in assets and liabilities:
Accounts receivable	(16,257		)	—			(16,257		)	(52,279		)	17,815
Inventories	5,208			—			5,208			(5,522		)	13,291
Other current assets	896			(10,361		)	(9,465		)	(1,700		)	35,224
Accounts payable	15,388			—			15,388			14,248			(7,906		)
Income taxes payable	(718		)	(7		)	(725		)	(50,565		)	1,192
Deferred income on shipments to distributors	2,878			—			2,878			(537		)	(2,587		)
Accrued liabilities - goodwill and tender offer payments above fair value	(171		)	—			(171		)	(540		)	(1,294		)
Accrued liabilities - litigation settlement	—			173,000			173,000			—			—
All other accrued liabilities	30,473			—			30,473			1,180			(393		)
Net cash provided by operating activities	164,477			—			164,477			30,961			105,965
Cash flows from investing activities:
Payments for property, plant and equipment	(25,482		)	—			(25,482		)	(28,289		)	(35,997		)
Acquisition	—			—			—			—			(30,700		)
Proceeds from sales/maturities of available-for-sale securities	—			—			—			—			2,438
Other	(1,485		)	—			(1,485		)	1,109			727
Net cash used in investing activities	(26,967		)	—			(26,967		)	(27,180		)	(63,532		)
Cash flows from financing activities:
Dividends paid	(60,949		)	—			(60,949		)	(61,017		)	(60,961		)
Repayment of notes payable	—			—			—			—			(1,154		)
Repurchase of common stock	(49,146		)	—			(49,146		)	(46,901		)	—
Issuance of ESPP	—			—			—			10,703			—
Issuance of common stock	(7,860		)	—			(7,860		)	(6,795		)	(4,777		)
Other	1,359			—			1,359			1,722			(916		)
Net cash used in financing activities	(116,596		)	—			(116,596		)	(102,288		)	(67,808		)
Net increase (decrease) in cash and cash equivalents	20,914			—			20,914			(98,507		)	(25,375		)
Cash and cash equivalents:
Beginning of period	737,522			—			737,522			836,029			718,200
End of period	$	758,436		—			$	758,436		$	737,522		$	692,825
Total cash, cash equivalents, and short-term investments	$	858,861		—			$	858,861		$	838,560		$	898,299

STOCK-BASED COMPENSATION BY TYPE OF AWARD (in thousands)
(Unaudited)
Three Months Ended March 27, 2010	Stock Options		Restricted Stock Units		Employee Stock Purchase Plan		Total
Cost of goods sold	$	232	$	586	$	253	$	1,071
Research and development expense	1,318		6,038		1,335		8,691
Selling, general and administrative expense	1,194		3,993		330		5,517
Total	$	2,744	$	10,617	$	1,918	$	15,279
Three Months Ended December 26, 2009	Stock Options		Restricted Stock Units		Employee Stock Purchase Plan		Total
Cost of goods sold	$	401	$	4,730	$	134	$	5,265
Research and development expense	3,625		9,821		1,204		14,650
Selling, general and administrative expense	2,273		4,454		291		7,018
Total	$	6,299	$	19,005	$	1,629	$	26,933
Three Months Ended March 28, 2009	Stock Options		Restricted Stock Units		Employee Stock Purchase Plan		Total
Cost of goods sold	$	1,881	$	5,579	$	114	$	7,574
Research and development expense	3,773		20,975		446		25,194
Selling, general and administrative expense	1,910		4,899		36		6,845
Total	$	7,564	$	31,453	$	596	$	39,613

EX-99.2

Press Release

Media Contact

Ed Medlin

Vice President, Senior Counsel

(408) 737-7600

Investor Contact

Paresh Maniar

Executive Director, Investor Relations

(408) 470-5348

MAXIM REACHES AGREEMENT IN PRINCIPLE TO SETTLE CLASS ACTION STOCK OPTION LITIGATION

SUNNYVALE, CA - May 5, 2010 - Maxim Integrated Products, Inc. (NASDAQ:MXIM) announced today that it has entered into a memorandum of understanding reflecting an agreement in principle to settle all claims asserted against all defendants in the putative class action concerning the Company's stock option accounting practices captioned In re Maxim Integrated Products, Inc. Securities Litigation, Case No. C-08-00832-JW (N.D. Cal.). The agreement in principle provides for the payment of $173 million by the Company.  The after-tax cash impact is estimated to be $110 million. The me morandum of understanding contemplates the negotiation and execution of a final settlement agreement, and the settlement is subject to notice to the putative class and final approval by the Court.

The memorandum of understanding was entered into after the Company announced its preliminary results of operations for the three month period ended March 27, 2010 but prior to the filing of the Company's Quarterly Report on Form 10-Q with the U.S. Securities and Exchange Commission for the three month period ended March 27, 2010. As a result, the Company is required under U.S. Generally Accepted Accounting Principles to reflect the impact of the memorandum of understanding, which is a subsequent event, in its financial statements for the three months ended March 27, 2010.  Please refer to the Company's Current Report on Form 8-K/A that was filed with the U.S. Securities and Exchange Commission on May 5, 2010. For details, please refer to the Company's Current Re port on Form 8-K/A that was filed with the U.S. Securities and Exchange Commission on May 5, 2010.

-more-

“Safe Harbor” Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include the finalization and approval of the class action settlement, and the Company's belief that the after-tax cash impact of the agreement in principal is estimated to be $110 million.  These statements are based on current information and expectations and involve a number of risks and uncertainties, including the possibility that a final settlement is not reached or approved by the Court.

About Maxim

Maxim Integrated Products is a publicly traded company that designs, manufactures, and sells high-performance semiconductor products. The Company was founded over 25 years ago with the mission to deliver innovative analog and mixed-signal engineering solutions that add value to its customers' products. To date, it has developed over 6,200 products serving the industrial, communications, consumer, and computing markets.

Maxim reported revenue in excess of $1.6 billion for fiscal 2009. A Fortune 1000 company, Maxim is included in the Nasdaq 100, the Russell 1000, and the MSCI USA indices. For more information, go to www.maxim-ic.com.

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