-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V6qH4OKrkwGHKDTS6raBghJtPjT+o84ZUu9S3prapkoytis30RFnvOar8pjz0YiG icn0A+rCsbFLZ30ylPaUqQ== 0001193125-06-116978.txt : 20060522 0001193125-06-116978.hdr.sgml : 20060522 20060522125326 ACCESSION NUMBER: 0001193125-06-116978 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060516 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060522 DATE AS OF CHANGE: 20060522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXAR CORP CENTRAL INDEX KEY: 0000753568 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941741481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14225 FILM NUMBER: 06857727 BUSINESS ADDRESS: STREET 1: 48720 KATO ROAD STREET 2: 48720 KATO ROAD CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5106687000 MAIL ADDRESS: STREET 1: 48720 KATO RD CITY: FREMONT STATE: CA ZIP: 94538-1167 8-K 1 d8k.htm FORM 8-K Form 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

May 16, 2006

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 May 16, 2006, the Board of Directors of Exar Corporation approved the reimbursement of $364,238 of out-of-pocket expenses incurred by GWA Investments, LLC and GWA Master Fund, L.P. in connection with their solicitation of proxies in support of their director candidates Guy Adams, Richard Leza, and Peter Rodriguez, all of whom were elected to the Board of Directors at the 2005 Annual Shareholder Meeting. These costs have been accrued by the Company and are included in the Company’s statement of income for the quarter and fiscal period ended March 31, 2006. For additional information, see the Company’s press release announcing its results for the quarter and fiscal year ended March 31, 2006 filed with the SEC on a Form 8-K dated April 27, 2006.

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.

 

EXAR CORPORATION
By:  

/s/ Ronald W. Guire

 

Ronald W. Guire

Executive Vice President, Chief Financial Officer, Assistant Secretary and Director

Date: May 19, 2006

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