DEFA14A

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

September 15, 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)

x 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective as of September 15, 2005, the Board of Directors of Exar Corporation (the “Exar”) appointed Oscar Rodriguez as an additional member of the Board of Directors as a Class I Director whose term will expire at the 2007 Annual Meeting. The Board has not yet determined to which committees, if any, Mr. Rodriguez will be named.

ITEM 8.01.

Exar issued a press release on September 19, 2005 announcing the appointment of Mr. Rodriguez to the Board, which press release is attached as Exhibit 99.1.

Exar filed a preliminary proxy statement with the Securities and Exchange Commission on September 12, 2005, as amended on September 19, 2005, in connection with its 2005 Annual Meeting of Shareholders. Information regarding the identity of the persons who may, under SEC rules, be deemed to be participants in the solicitation by Exar of its shareholders for the 2005 Annual Meeting, and the participants’ interests in the solicitation, are set forth in the preliminary proxy statement. Exar will be filing a definitive proxy statement and other relevant documents. WE URGE INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT EXAR WILL FILE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders will be able to obtain a free copy of the proxy statement and other related documents filed by Exar at the SEC’s website at www.sec.gov. When available, the definitive proxy statement and other related documents may also be obtained from Exar free of charge by contacting the Investor Relations department at 48720 Kato Road, Fremont, CA 94538.

ITEM 9.01. Financial Statements and Exhibits

(c) Exhibits.

99.1 Press Release dated September 19, 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
Date: September 19, 2005
	By:	/S/ ROUBIK GREGORIAN
		Roubik Gregorian
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
99.1	Press Release dated September 19, 2005.

EX-99.1

Exhibit 99.1

EXAR CORPORATION APPOINTS OSCAR RODRIGUEZ TO BOARD OF DIRECTORS

Fremont, California, September 19, 2005 – Exar Corporation (NASDAQ: EXAR), a leading provider of high-performance, mixed-signal silicon solutions for the worldwide communications infrastructure, today announced that Oscar Rodriguez, Chief Executive Officer and President of Riverstone Networks, Inc., has been appointed as an independent director to the Company’s Board of Directors, effective September 15. Mr. Rodriguez has been added to the class of directors whose term will expire at the 2007 Annual Meeting.

“With more than twenty years of experience in the data and telecommunications technology industry, Oscar will be an immediate asset to our Board of Directors,” said Donald L. Ciffone, Jr., Exar’s Chairman of the Board. “Oscar has a deep understanding of the networking and communications industry and is keenly aware of where it is going. His proven leadership skills, both at Riverstone and at other top-tier solutions providers, demonstrate his commitment to working not only on today’s market challenges but also towards the future of the industry, which will help the Exar board continue to add value for our shareholders.”

Mr. Rodriguez has been Chief Executive Officer and President of Riverstone Networks, Inc., a Santa Clara, California-based provider of carrier Ethernet Infrastructure solutions for business and residential communications services, since 2003 and serves on the company’s board of directors. He previously served as president of Nortel Networks’ Enterprise Solutions, where he was responsible for the strategy and execution for products, services, marketing, and executive sales in the multi-billion voice and data businesses, as well as president of Nortel’s Intelligent Internet business segment, where he directed the effort to deliver high quality carrier data products and services into the global service provider customer base. Prior to Nortel, Mr. Rodriguez served as president and COO of Arris Interactive, a leader in cable MSO (Multiple Service Operator) voice and data products.

Mr. Rodriguez holds an MBA from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill, a B.S. in computer engineering from the University of Central Florida, and has completed post-graduate studies in strategic marketing at The Harvard Business School.

The Company noted that Mr. Rodriguez was identified by Spencer Stuart & Associates, the search firm engaged by the Board to identify additional qualified directors.

About Exar

Exar Corporation, now celebrating its 20th year on Nasdaq, 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 families 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 2005 revenues of $57.4 million, and employs approximately 275 people worldwide. For more information about Exar visit: http://www.exar.com/.

Additional Information and Where to Find It

Exar filed a preliminary proxy statement with the Securities and Exchange Commission on September 12, 2005, in connection with its 2005 Annual Meeting of Shareholders. Information regarding the identity of the persons who may, under SEC rules, be deemed to be participants in the solicitation by Exar of its stockholders for the 2005 Annual Meeting, and the participants’ interests in the solicitation, are set forth in the preliminary proxy statement, as amended. Exar will be filing a definitive proxy statement and other relevant documents. WE URGE INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT EXAR WILL FILE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders will be able to obtain a free copy of the proxy statement and other related documents filed by Exar at the SEC’s website at www.sec.gov. When available, the definitive proxy statement and other related documents may also be obtained from Exar free of charge by contacting the Investor Relations department at 48720 Kato Road, Fremont, CA 94538.

Contacts:

Thomas R. Melendrez, Sr. Vice President, Secretary

(510) 668-7000

Matthew Sherman, Partner, Joele Frank, Wilkinson Brimmer Katcher

Jamie Moser, Director, Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

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