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

January 25, 2008

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)	(IRS Employer Identification No.)

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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On January 25, 2008, Gene Schaffer, Vice President of Worldwide Sales of Exar Corporation (“Exar”), for personal reasons resigned as Vice President of Worldwide Sales of the Company, effective immediately.

On January 25, 2008, Mr. Bentley Long, was appointed as Vice President of Worldwide Sales of Exar.

Mr. Long has over 20 years of semiconductor sales and marketing experience including the last 11 at Exar where he was most recently Vice President of the Americas and Global Distribution. He has previously worked at VLSI Technology as an Area Sales Manager and Worldwide Strategic Account Manager, as well as held various technical positions at Texas Instruments. He holds a Bachelor of Engineering Degree in Electrical Engineering and Mathematics from Vanderbilt University and an MBA from the University of Tennessee.

Exar issued a press release on January 30, 2008 announcing the resignation of Mr. Schaffer and the appointment of Mr. Long described above. The press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

  99.1 Press Release issued January 30, 2008

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: January 30, 2008

EXAR CORPORATION
By:	/s/ J. Scott Kamsler
Name:	J. Scott Kamsler
Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release issued January 30, 2008

EX-99.1

Exhibit 99.1

Press Release

For Release January 30, 2008

Contact:

Thomas R. Melendrez, Executive Vice President

(510) 668-7000

Exar Corporation Appoints New Worldwide Sales Vice President

Additional Senior Management Promotions Announced

Fremont, California, January 30, 2008—Exar Corporation (Nasdaq: EXAR) today announced that Bentley Long was appointed Exar’s Vice President, Worldwide Sales. Mr. Long replaces the former Vice President of Worldwide Sales, Gene Schaeffer, who resigned for personal reasons. Mr. Long will report to John McFarlane, interim president and CEO. In addition to Mr. Long’s appointment, Rich Kapusta was named Vice President, Communications Product Line, and Joe Vyvijal was selected as Vice President, Power Products Line. Both Mr. Kapusta and Mr. Vyvijal will report to Ed Lam, senior vice president, product lines.

“Bentley brings extensive high technology sales and marketing experience to his new position,” said John McFarlane, interim president and CEO. “His proven leadership skills, understanding of market dynamics and strong customer relationships makes him ideal for his new role.”

Mr. Long has over 20 years of semiconductor sales and marketing experience including the last 11 at Exar where he was most recently Vice President of the Americas and Global Distribution. He has previously worked at VLSI Technology as an Area Sales Manager and Worldwide Strategic Account Manager, as well as held various technical positions at Texas Instruments. He holds a Bachelor of Engineering Degree in Electrical Engineering and Mathematics from Vanderbilt University and an MBA from the University of Tennessee. In addition to his responsibilities with Exar, he serves as the Chair of the Southeast Regional Board of Directors, and member of the National Development Committee of the U.S. Fund for UNICEF.

“Rich and Joe bring over 30 years of combined industry experience to their new roles,” said Ed Lam, senior vice president, product lines. “Growing the Communications and Power business is a priority for Exar. Rich’s and Joe’s prior experience in driving successful business units, their deep technical knowledge and acumen, plus anticipation of customer needs make them ideal for their new roles.”

Mr. Kapusta has over 15 years of semiconductor experience and joined Exar through its acquisition of Sipex in 2007 where he was the Vice President, Interface Products. Before his new appointment, he was most recently Exar’s Vice President of Business Development. Before joining Sipex, Mr. Kapusta was the Product Line Director for Cypress’s $100M per year High Speed USB business unit. Additionally, Mr. Kapusta has held positions of Strategic Marketing Director, Senior International Marketing Manager, and Applications Engineer within Cypress Semiconductor. Mr. Kapusta received his B.S. degree in Computer Engineering from the University of Illinois.

Mr. Vyvijal has over 16 years of semiconductor industry experience and also joined Exar through its acquisition of Sipex in 2007. Mr.Vyvijal was the Product Line Director, Product Business Development at Sipex, and held this role at Exar until his recent appointment. Prior to that, he spent 15 years at National Semiconductor in numerous product marketing and product line director roles. Mr. Vyvijal holds a B.S. degree in Marketing from California State University, Sacramento. In addition to his responsibilities with Exar, he serves as Board Chair of St. Stephen’s Episcopal School in San Jose.

About Exar

Exar Corporation is Powering Connectivity by delivering highly differentiated silicon solutions empowering products to connect. With distinctive knowledge in analog and digital technologies, Exar enables a wide array of applications such as portable devices, home media gateways, communications systems, and industrial automation equipment. Exar has locations worldwide providing real-time system-level support to drive rapid product innovation. For more information about Exar visit: http://www.exar.com.

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