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

April 6, 2005

Date of Report (Date of earliest event reported)

Commission File No. 0-14225

EXAR CORPORATION

(Exact Name of registrant as specified in its charter)

Delaware	94-1741481
(State or other jurisdiction of incorporation or organization)	( I.R.S. Employer Identification Number)

48720 Kato Road, Fremont, CA 94538

(Address of principal executive offices, Zip Code)

(510) 668-7000

(Registrant’s telephone number, including area code)

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. Entry Into a Material Definitive Agreement.

On April 6, 2005, Exar Corporation (“Exar”) entered into a Purchase Agreement (the “Purchase Agreement”) with Infineon Technologies North America Corp., a Delaware corporation (“Infineon”). Pursuant to the Purchase Agreement, Exar will acquire a significant part of Infineon’s Optical Networking (ON) Business Unit for $11,050,000 in cash.

The Purchase Agreement includes customary representations, warranties, covenants and indemnification provisions. The closing of the transaction is subject to customary closing conditions, including obtaining third party consents to the assignment of certain contracts from Infineon to Exar and the acceptance and non-revocation by certain Infineon employees of employment offers from Exar.

Item 7.01. Regulation FD Disclosure.

On April 7, 2005, Exar issued a press release to announce the transaction, a copy of which is attached hereto as Exhibit 99.1.

This information 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 of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1     Press Release of Exar Corporation dated April 7, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

EXAR CORPORATION

By:	/S/ RONALD W. GUIRE	Date: April 12, 2005
	Ronald W. Guire
	Executive Vice President, Chief Financial Officer, Assistant Secretary and Director (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Exar Corporation dated April 7, 2005.

EX-99.1

Exhibit 99.1

Exar Acquires Assets of Infineon’s Optical Networking Product Line

Exar expands leadership position for OC-3/STM-1 to OC-192/STM-64 Multi-Rate Framer Solutions

FREMONT, California, April 7, 2005 — Exar Corporation (Nasdaq: EXAR) announced today that it has entered into a definitive agreement with Infineon Technologies North America Corp. in which Exar has agreed to acquire for cash a significant part of Infineon’s Optical Networking(ON) Business Unit. The acquisition includes assets relating to the multi-rate TDM framer products, Fiber Channel over SONET/SDH, Resilient Packet Ring (RPR), as well as certain intellectual property for Data over SONET products. The transaction is expected to close shortly.

“This transaction reaffirms Exar’s commitment to the communications market; especially to high growth sectors such as Multi-service aggregation and Data over SONET/SDH markets. We believe customers seeking highly integrated, proven silicon solutions for tomorrow’s critical applications will significantly benefit from Exar’s market-proven SONET/SDH product portfolio,” stated Dr. Roubik Gregorian, President and CEO of Exar Corporation. “These additional capabilities significantly advance the current development activities related to Data over SONET/SDH framers, enhance collaborative engagements with strategic partners on a worldwide basis, and expand our product portfolio targeting ADM, DWDM, Multi-service and Optical Switch applications. We will continue to actively seek opportunities to augment our products and technologies which could accelerate our entry into new markets. Given our strong financial position we are able to take immediate advantage of such opportunities as they come to our attention,” remarked Dr. Gregorian.

With this acquisition, Exar immediately expands its SONET/SDH product portfolio by adding industry leading products covering all data rates starting from OC-3/STM-1 to OC-192/STM-64 and supporting up to 40 Gbits/s of bandwidth or 80 Gbps full-duplex bandwidth. By leveraging its existing products and the new acquired products, Exar strengthens its offering for high-density multi-service SONET/SDH platforms as well as optical cross-connects and switches. With market leading devices such as the Cobra and Tethys, Exar’s multi-rate framers enable significant flexibility in line card design coupled with substantial cost and power savings. With industry’s highest level of integration in its class, these devices will enable equipment manufacturers to target high growth, next generation market segments without having to sacrifice legacy services provided today.

About Exar

Exar Corporation designs, develops and markets high-performance, analog and mixed-signal silicon solutions for the worldwide communications infrastructure. Leveraging its industry-proven analog design expertise, system-level knowledge and standard CMOS process technologies, the Company provides OEMs innovative, highly-integrated ICs that facilitate the transport and aggregation of signals in access, metro and wide area networks. The Company’s physical layer silicon solutions address transmission standards such as T/E carrier, ATM and SONET. The Company also provides one of the industry’s most comprehensive family of serial communications solutions. Within this product offering, the low voltage and multi-channel universal asynchronous receiver transmitters are particularly well suited to support high data rate and increasing data transfer efficiency requirements for various industrial, telecom and computer server applications. In addition, the Company offers a

portfolio of clock generation and clock distribution devices for a wide range of communications systems. The Company is based in Fremont, CA, had fiscal 2004 revenues of $67.2 million, and employs approximately 265 people worldwide. For more information about the Company visit: http://www.exar.com.

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