SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

EXAR CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, $0.0001 Par Value Per Share

(Title of Class of Securities)

300645108

(CUSIP Number of Class of Securities)

Thomas R. Melendrez

General Counsel, Secretary and Executive Vice President of Business Development

Exar Corporation

48720 Kato Road, Fremont, CA 94538

(510) 668-7000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copy to:

Stephen B. Sonne, Esq.

O’Melveny & Myers LLP

2765 Sand Hill Road, Menlo Park, CA 94025

(650) 473-2600

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not applicable	Not applicable

* No filing fee is required because this filing relates solely to preliminary communications made before the commencement of a tender offer.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable	Filing Party: Not applicable
Form or Registration No.: Not applicable	Date Filed: Not applicable

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

Attached are slides for use by Pedro (Pete) P. Rodriguez, the Chief Executive Officer and President of Exar Corporation (the “Company”), in a presentation on August 27, 2008 to the Company’s employees (the “Employee Presentation”) regarding various employee matters as well as matters to be submitted for stockholder approval at the Company’s 2008 Annual Meeting of Stockholders to be held on October 16, 2008 (the “Annual Meeting”), one of which is a proposed stock option exhange program. The Company filed a preliminary proxy statement relating to the Annual Meeting on August 26, 2008 with the Securities and Exchange Commission (“SEC”). The Employee Presentation does not constitute an offer to holders of our outstanding stock options to exchange those options. The stock option exchange program will only be commenced, if at all, following such time as our stockholders approve the stock option exchange program.

The stock option exchange program that is referred to in the Employee Presentation has not yet commenced. Upon the commencement of the stock option exchange program, we will file with the SEC a completed Schedule TO and related exhibits and documents, including the offer to exchange. All of the Company’s eligible employees holding eligible options are strongly encouraged to read the Schedule TO and related exhibits and documents, including the offer to exchange, when they become available because these materials will contain important information about the stock option exchange program. The Schedule TO and related exhibits and documents will be available free of charge (i) at the SEC’s website at http://www.sec.gov, (ii) by directing a written request to: Exar Corporation, Attention: Investor Relations M/S 210, 48750 Kato Road, Fremont, California 94538, or (iii) by contacting the Company directly at (510) 668-7201.

ITEMS 1-11, 13.

Not applicable.

ITEM 12. EXHIBITS.

Exhibit Number	Description
99.1	Slides for use by Pedro (Pete) P. Rodriguez, Chief Executive Officer and President of Exar Corporation, in a presentation to Exar Corporation’s employees on August 27, 2008.

EX-99.1

Proposed Option Exchange

WE HAVE NOT COMMENCED THE OFFER TO EXCHANGE THAT IS

REFERRED TO IN THIS COMMUNICATION. UPON THE COMMENCEMENT

OF THE OFFER TO EXCHANGE, WE WILL FILE WITH THE SECURITIES

AND EXCHANGE COMMISSION A COMPLETED SCHEDULE TO AND

RELATED EXHIBITS AND DOCUMENTS, INCLUDING THE OFFER TO

EXCHANGE ALL OPTIONHOLDERS ELIGIBLE TO PARTICIPATE IN THE

OFFER TO EXCHANGE ARE STRONGLY ENCOURAGED TO READ THE

SCHEDULE TO AND RELATED EXHIBITS AND DOCUMENTS, INCLUDING

THE OFFER TO EXCHANGE, WHEN THEY BECOME AVAILABLE. THESE

DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE

OFFER TO EXCHANGE. THE SCHEDULE TO AND RELATED EXHIBITS

AND DOCUMENTS WILL BE AVAILABLE WITHOUT CHARGE OR ON THE

SECURITIES AND EXCHANGE COMMISSION WEBSITE AT

HTTP://WWW.SEC.GOV.

Company Confidential

1

Exhibit 99.1

Proposed Option Exchange

•

We intend to commence the program after the Oct. 16

meeting,

BUT

shareholder

approval

is

required.

•

WHY? WHAT is it? –

See details in the Proxy

•

TIMING –

If the shareholders approve the exchange, we

intend to commence the program shortly thereafter and

there will be a minimum of 20 business days for

employees to decide –

it will be completely voluntary!

•

We know you have lots of questions –

please read the

proxy, due to SEC rules we will provide plenty of details

after

shareholder approval and commencement of the

program.

Company Confidential

2

Q&A

Company Confidential

3

Please submit any questions on the option

exchange to Belinda Salinas, those that can

be answered prior to commencement of

the program will be posted on our website

and if required the SEC website. 

More information will be provided upon

receipt of shareholder approval and

commencement of the program.