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 26, 2012
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 September 26, 2012, the Board of Directors of Exar Corporation (the “Company”) appointed Behrooz Abdi as a member of the Board of Directors (the “Board”) effective September 30, 2012. In connection with his appointment to the Board, Mr. Abdi was appointed as a member of the Audit Committee and the Corporate Governance and Nominating Committee (the “Committees”) of the Board. As a member of the Board and Committees, Mr. Abdi will be compensated in accordance with the Company’s non-employee director compensation program in effect from time to time. The Board has determined that Mr. Abdi qualifies as an “independent” director under NASDAQ rules. His appointment increases the size of the Company’s Board to seven members.
Mr. Abdi has been providing executive leadership and funding to various early stage organizations since December 2011. He currently serves as a director at Tabula Inc., a privately held company, and InvenSense Inc., a public company. From November 2009 to December 2011, Mr. Abdi served as Executive Vice President with NetLogic Microsystems Inc. From November 2007 to November 2009, Mr. Abdi was President and CEO at RMI Corporation. From March 2004 to November 2007, he was Senior Vice President and General Manager for Qualcomm Incorporated. From July 1985 to December 2004, Mr. Abdi served in a number of executive management and engineering positions with Motorola Inc. Mr. Abdi holds a B.S.E.E. from Montana State University and M.S.E.E. from Georgia Institute of Technology.
The Company issued a press release today, October 2, 2012, announcing the appointment of Mr. Abdi to the Company’s Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| 99.1 | Press Release |
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: October 2, 2012
| EXAR CORPORATION | ||||
| By: | /s/ Kevin Bauer | |||
| Name: Kevin Bauer | ||||
| Title: Sr. Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release |
Exhibit 99.1
PRESS RELEASE
| Contact: Kevin Bauer Sr. Vice President & CFO 510-668-7119 |
October 2, 2012 |
Exar Corporation Expands
Board of Directors
Company Appoints Industry Executive
Behrooz Abdi
Fremont, California, October 2, 2012 – Exar Corporation (Nasdaq: EXAR), today announced the appointment of Behrooz Abdi to its board of directors. The election of Mr. Abdi, who the board has determined qualifies as an “independent” director under NASDAQ rules, increases the size of Exar’s board to seven members.
Mr. Abdi is currently providing executive leadership and funding to various early stage companies focused on clean energy technologies, semiconductors, mobile applications, and related services. He currently serves as a director at Tabula Inc., a privately held company, and InvenSense Inc., a public company. Most recently, Mr. Abdi was Executive Vice President and General Manager at NetLogic Microsystems Inc. and was President and CEO of RMI Corporation. Mr. Abdi has held executive management and engineering positions at Qualcomm Incorporated and Motorola Inc. Mr. Abdi holds a B.S.E.E. from Montana State University and M.S.E.E. from the Georgia Institute of Technology.
“I am delighted to welcome Behrooz as our newest board member,” said Richard L. Leza, Chairman of the Board of Directors. “Behrooz’s experience in the semiconductor industry complements Exar’s strategic direction and we are fortunate to have Behrooz join us. Our board and stockholders will benefit from his business acumen, sound judgment and keen insight.”
“I welcome the opportunity to work closely with the board of directors at Exar,” stated Mr. Abdi. “I am particularly excited by the dramatic transformation that Lou DiNardo has directed as president and CEO and look forward to helping Exar drive consistent profitable growth.”
About Exar
Exar designs, develops and markets high performance analog mixed-signal integrated circuits and advanced sub-system solutions for data communication, networking, storage, consumer and industrial applications. Exar’s product portfolio includes power management and connectivity components, communications products, network security and storage optimization solutions. Exar has locations worldwide providing real-time customer support. For more information about the Company, visit http://www.exar.com.
Forward-Looking Statements
This press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or belief about the future events and financial, political and social trends and assumptions it has made based on information currently available to it. Exar cannot assure that any expectations, forecasts or assumptions made by management preparing these forward-looking statements will prove accurate, or that any projections will be realized. Such forward-looking statements may be affected by inaccurate assumptions or by known or unknown risks or uncertainties. Actual results may vary materially from those expressed or implied by the statements herein. Forward-looking statements contained herein speak only as of this release. Exar does not undertake any obligation to update or revise publicly any forward-looking statements, whether to reflect new information, future events or otherwise. For factors that could cause actual results to vary, perhaps materially, from these forward-looking statements, please refer to Exar’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended April 1, 2012 and the Quarterly Report on Form 10-Q for the period ended July 1, 2012.
###