8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 24, 2007

CIRRUS LOGIC, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-17795	77-0024818
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

2901 Via Fortuna, Austin, TX	78746
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 851-4000

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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 — Completion of Acquisition or Disposition of Assets

On July 24, 2007, Cirrus Logic, Inc. (“Cirrus Logic”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Prior Report”) to disclose the completion of its acquisition of Apex Microtechnology, Inc., an Arizona corporation (“Apex”). In accordance with Item 9.01 (a) and (b) of Form 8-K, the Prior Report did not include the historical financial statements of Apex or the unaudited pro forma combined financial information of Cirrus Logic (collectively, the “Financial Information”), and instead contained Cirrus Logic’s undertaking to file subsequently the Financial Information within the time periods allowed. This Form 8-K/A is being filed for the purpose of satisfying such undertaking.

Item 9.01 — Financial Statements and Exhibits

(a)	Historical financial statements of businesses acquired.
	The audited financial statements of Apex as of November 17, 2006 and unaudited financial statements for the six months ended May 4, 2007 and May 5, 2006, are included in this current report as Exhibit 99.1 and in Exhibit 99.2.
(b)	Pro forma financial information.
	The unaudited pro forma combined consolidated condensed balance sheets of Cirrus Logic as of June 30, 2007 and Apex as of May 4, 2007 and the unaudited pro forma combined consolidated condensed statement of operations of Cirrus Logic and Apex for (i) the twelve months ended March 31, 2007 and January 12, 2007, respectively, and (ii) for the three months ended as of June 30, 2007 and May 4, 2007, respectively, are included in this current report as Exhibit 99.3.
(d)	Exhibits

Exhibit
Number		Exhibit Description
	23.1	Consent of Independent Accountants.
	99.1	Audited consolidated financial statements for the year ended November 17, 2006.
	99.2	Unaudited financial statements of Apex as of November 17, 2006 and for the six months ended May 4, 2007, and May 5, 2006.
	99.3	Unaudited pro forma combined consolidated condensed balance sheets of Cirrus Logic as of June 30, 2007 and Apex as of May 4, 2007 and the unaudited pro forma combined consolidated condensed statement of operations of Cirrus Logic and Apex for (i) the twelve months ended March 31, 2007 and January 12, 2007, respectively, and (ii) for the three months ended as of June 30, 2007 and May 4, 2007, respectively.

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.

	CIRRUS LOGIC, INC.
Date: October 3, 2007	By:	/s/ Thurman K. Case
		Name:	Thurman K. Case
		Title:	Chief Financial Officer

EX-23.1

Exhibit 23.1

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-31697, 33-37409, 33-43914, 33-47453, 33-53990, 33-60464, 33-71862, 33-83148, 33-65495, 333-16417, 333-42693, 333-72573, 333-88347, 333-88345, 333-89243, 333-48490, 333-63674, 333-67322, 333-71046, 333-71366, 333-74804, 333-101119, 333-107807, 333-107808, 333-117741, 333-136219, and 333-42693) of Cirrus Logic, Inc. of our report dated March 13, 2007 relating to the consolidated financial statements of Apex Microtechnology, Inc. and subsidiaries, which appears in the Current Report on Form 8-K of Cirrus Logic, Inc. dated October 3, 2007.

Phoenix, Arizona
October 3, 2007

EX-99.1

Exhibit 99.1

Apex Microtechnology
Corporation

Financial Statements
November 17, 2006

Apex Microtechnology Corporation
Index
November 17, 2006

	Page(s)
Report of Independent Auditor		1
Financial Statements
Balance Sheet		2
Statement of Income		3
Statement of Stockholders’ Deficiency		4
Statement of Cash Flows		5
Notes to Financial Statements		6-15

PricewaterhouseCoopers LLP

1850 North Central Ave Suite 700

Phoenix AZ 85004-4563

Telephone (602) 364 8000

Facsimile (602) 364 8001

Report of Independent Auditor

To the Board of Directors and Shareholders
of Apex Microtechnology Corporation

In our opinion, the accompanying balance sheet and the related statement of income, stockholders’ deficiency and cash flows present fairly, in all material respects, the financial position of Apex Microtechnology Corporation at November 17, 2006, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

March 13, 2007

Apex Microtechnology Corporation
Balance Sheet
November 17, 2006

	2006
Assets
Current assets:
Cash	$	76,749
Accounts receivable less allowance for doubtful accounts of $21,586 in 2006 and $59,559 in 2005		3,059,918
Inventories, net		2,598,205
Deferred income taxes		270,722
Prepaid expenses		147,452
Total current assets		6,153,046
Property, plant and equipment, net		3,038,203
Intangibles and other assets, net		114,324
	$	9,305,573
Liabilities and Stockholders’ Deficiency
Current liabilities:
Cash Overdraft	$	129,731
Accounts payable		398,332
Accrued expenses and other liabilities		580,722
Deferred revenue		15,000
Due to affiliate		112,251
Incentives payable		468,835
Profit sharing payable		415,547
Revolving line of credit		502,354
Accrued salaries and benefits		425,136
Current portion of long-term debt		1,761,484
Current portion of lease obligations		1,535
Total current liabilities		4,810,927
Deferred income taxes		707,362
Long-term debt		4,927,270
Total liabilities		10,445,559
Preferred stock — convertible (174,656 outstanding shares)		596,069
Stockholders’ deficiency
Common stock (639,057 outstanding shares)		61
Unearned compensation — restricted stock units		(337,030	)
Additional paid-in capital		5,626,099
Accumulated deficit		(7,025,185	)
Total stockholders’ deficiency		(1,736,055	)
Total liabilities and stockholders’ deficiency	$	9,305,573

The accompanying notes are an integral part of these financial statements.

2

Apex Microtechnology Corporation
Statement of Income
Year Ended November 17, 2006

	2006
Net sales	$	19,483,983
Cost of sales		7,257,151
Gross profit		12,226,832
Operating expenses
Selling and marketing		2,254,530
Research and development		2,025,283
General and administrative		2,658,109
Total operating expenses		6,937,922
Income from operations		5,288,910
Interest expense		(838,485	)
Total other expenses		(838,485	)
Income before income taxes		4,450,425
Provision for income taxes		1,401,351
Net income	$	3,049,074

The accompanying notes are an integral part of these financial statements.

3

Apex Microtechnology Corporation
Statement of Stockholders’ Deficiency
Year Ended November 17, 2006

										Unearned
	Series B									Compensation-			Additional
	Preferred Stock				Common Stock					Restricted			Paid-in			Accumulated
	Shares		Amount		Shares			Amount		Stock			Capital			Deficit			Total
Balance at November 18, 2005		174,656	$	596,069		636,277		$	61	$	(256,042	)	$	5,433,922		$	(10,069,874	)	$	(4,295,864	)
Amortization of unearned compensation associated with restricted stock units and issuance of common stock for vested units						100					94,327									94,327
Exercise of stock options						3,130								18,851						18,851
Tax benefit from employee stock option exercises														1,337						1,337
Issuance of 8,566 shares of restricted stock units											(184,047	)		184,047
Forfeited restricted stock units											8,732			(8,732	)
Repurchase of common stock						(450	)				—			(3,326	)		(4,385	)		(7,711	)
Net income																	3,049,074			3,049,074
Balance at November 17, 2006		174,656	$	596,069		639,057		$	61	$	(337,030	)	$	5,626,099		$	(7,025,185	)	$	(1,139,986	)

The accompanying notes are an integral part of these financial statements.

4

Apex Microtechnology Corporation
Statement of Cash Flows
Year Ended November 17, 2006

	2006
Cash flows from operating activities
Net income	$	3,049,074
Depreciation and amortization		423,222
Amortized unearned compensation		94,327
Tax benefit from employee stock option plan		1,337
Changes in operating assets and liabilities
Accounts receivable		(78,507	)
Inventories		(182,463	)
Prepaid expenses		(100,583	)
Accounts payable and accrued		488,543
Deferred revenue		(30,729	)
Income taxes receivable		283,705
Deferred income taxes		109
Due to affiliate		19,924
Net cash provided by operating activities		3,967,959
Cash flows from investing activities
Purchases of fixed assets		(398,979	)
Net cash used in investing activities		(398,979	)
Cash flows from financing activities
Bank overdraft		(36,850	)
Repayments of debt and line of credit		(3,502,795	)
Repurchase of common stock		(7,711	)
Stock option purchase		18,851
Net cash used in financing activities		(3,528,505	)
Net increase (decrease) in cash		40,475
Cash, beginning of year		36,274
Cash, end of year	$	76,749
Cash paid for
Interest	$	807,083
Income taxes		1,130,000

The accompanying notes are an integral part of these financial statements.

5

Apex Microtechnology Corporation
Notes to Financial Statements
November 17, 2006

1.	Nature of Business
	Apex Microtechnology Corporation (the “Company”) designs and manufactures high performance monolithic and hybrid analog power integrated circuits that provide off-the-shelf solutions across a wide range of commercial, industrial and military applications. Typical end products include automatic test equipment, avionics, guidance systems, surface analyzers, optical switch drivers, scanning tunneling microscopes and robotics. The Company’s operations are located in Tucson, Arizona.
2.	Summary of Significant Accounting Policies
	Use of Estimates
	The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
	Fair Value of Financial Instruments
	The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, are carried at cost, which approximates fair value because of the short term nature of those investments. The carrying value of the Company’s borrowings approximate their fair values given their interest rates, which fluctuate with market conditions, and maturity schedules. The Company does not hold or issue financial instruments for trading purposes.
	Revenue Recognition
	Revenue from product sales are recognized when a contract with the customer exists, the price is fixed or determinable, collectibility is reasonably assured, delivery of the product has occurred and title has passed to the customer.
	Allowance for Doubtful Accounts
	We maintain allowances for doubtful accounts for estimated losses resulting from the inability or failure of our customers to make required payments. We regularly evaluate our allowance for doubtful accounts based upon the age of the receivable, our ongoing customer relations, as well as any disputes with the customer. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required, which could have a material effect on our operating results and financial position.
	Concentration of Credit Risk
	Financial instruments which potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and trade accounts receivable. The Company places its cash with high credit quality financial institutions. At times, such cash balances may be in excess of the FDIC insurance limit. Historically, the Company has not experienced any losses of its cash and cash equivalents due to such concentration of credit risk. The Company monitors its customers’ financial condition to minimize its risks associated with trade accounts receivables. As of November 17, 2006 the two largest individual receivable balances comprise of 16.7% of the total balance.
	Inventories
	Inventories are stated at the standard cost which approximates actual, net of a reserve for potential excess and obsolete items, using the first-in, first-out method. Cost is determined utilizing standard cost which approximates actual.
	Property, Plant and Equipment
	Property, plant and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of 3 to 40 years of the related assets. Improvements and repairs that extend the life of an asset are capitalized; other repairs and maintenance are expensed. Gains and losses on disposition of assets are recognized in other income (expense).

Apex Microtechnology Corporation
Notes to Financial Statements
November 17, 2006

Intangibles and Other Assets

Intangible assets represent a purchased product line. Such costs are amortized using the straight-line method over useful lives of two to five years assuming no residual value. Additionally, costs associated with the issuance of long-term debt were capitalized and are being amortized over the term of the related agreement.

Income Taxes

The Company accounts for income taxes using the asset/liability model. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that result in taxable or deductible amounts in the future based upon enacted tax laws and rates applicable to the periods in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount currently expected to be realized. The provision for income taxes represents taxes payable or refundable for the period plus or minus the change in deferred tax assets and liabilities during the period.

Accounting for Stock Based Compensation

Employee Stock Options

The Company accounts for stock based employee compensation arrangements using the intrinsic value method and, accordingly, compensation cost for stock options is measured as the excess, if any, of the fair value of the Company’s stock at the date of grant over the stock option exercise price. Expense associated with stock based compensation is amortized on an accelerated basis over the vesting period of the individual award consistent with the method described in Financial Accounting Standards Board Interpretation No. 28.

The Company accounts for the Plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and Related Interpretations. No stock based employee compensation cost is reflected in net income, as all options granted under the plan had an exercise price equal to the estimated market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock Based Compensation, to Stock-Based Employee Compensation.

	2006
Net income, as reported	$	3,049,074
Deduct: Total stock-based employee compensation expense determined under fair value based method, net of taxes		(7,081	)
Pro forma net income	$	3,041,993

Restricted Stock Unit Plan

Effective March 19, 2004, the Company created the Restricted Stock Unit Plan for eligible individuals consisting of employees, consultants and independent contractors, as selected by the Board, that provide services to the Company or any affiliate whom the Board determines to be an eligible person. Eligible persons do not include a Director of the Company. A restricted stock unit entitles the holder to one share of common stock. In 2006, the Company granted 8,566 restricted stock units to its employees.

Apex Microtechnology Corporation
Notes to Financial Statements
November 17, 2006

Awards are granted for no cash consideration and vest at 20% on the first anniversary date after the vesting commencement date and 20% on each subsequent anniversary of the vesting commencement date. No shares are issued at the time the award is granted. On the settlement date, such shares shall be issued and delivered to the holder of the restricted stock units subject to any vesting or other requirements set forth in the award agreement and/or the notice. The award is settled at the earlier of (a) the date of termination of the participant’s service with the Company, or (b) the date a change in control of the Company becomes effective.

Upon termination of the participant’s employment with the Company for any reason, the Company shall have the option to purchase all of the shares held by the participant at a price equal to the fair market value of these shares as of the first day of the option exercise period as determined by the Company’s Board of Directors in its sole discretion. The option exercise period is the thirty (30) day period beginning six months and one day after the settlement date.

The maximum number of shares shall equal 30,278 subject to increase in the event that an option granted under the Company’s 2000 Incentive Stock Option Plan shall expire or terminate unexercised or for any reason becomes unexerciseable as to shares authorized under such plan. In 2006, employees forfeited 325 shares of restricted stock for a total amount forfeited of $8,731.

The Company has determined that pursuant to FIN No. 44, Accounting for Certain Transactions Involving Stock Compensation, that variable accounting is not required for the Plan. Accordingly, compensation expense is being recognized on a straight-line basis over the five year vesting period based upon the estimated market value of the stock on the grant date.

During 2006, the Company recorded an increase in additional paid in capital of $184,046 and a corresponding increase in unearned compensation in the same amount as a result of granting the restricted stock to employees. During 2006, the Company recognized noncash stock compensation expense totaling $94,327 and a reduction to unearned compensation for the portion of the restricted stock that vested during the year.

Recently Issued Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 154, Accounting Changes and Error Corrections. This statement replaces Accounting Principles Board Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Therefore, the Company will adopt this Statement, as applicable, in its fiscal year beginning November 18, 2006.

Apex Microtechnology Corporation
Notes to Financial Statements
November 17, 2006

	On December 23, 2004, the FASB issued Statement of Financial Accounting Standards No. 123R (“SFAS 123R”), Shared Based Payments, that revises Statement of Financial Accounting Standards 123, Accounting for Stock Based Compensation. Under SFAS 123R, companies will be required to recognize as compensation expense the fair value of share based compensation. SFAS 123R no longer permits companies to account for stock based compensation using APB Opinion No. 25, Accounting for Stock Issued to Employees, which could result in no recognition of compensation expense. Under SFAS 123R, compensation will be recognized over the vesting period based upon the fair value of the awards on the grant date and the estimated number of awards that are expected to vest. Compensation expense will be adjusted for actual forfeitures that occur before vesting. For nonpublic companies, SFAS 123R is effective prospectively beginning on January 1, 2006, effective for the Company on November 18, 2006 and does not apply to the unvested portion of awards that were granted before the date of adoption. Management believes the adoption of SFAS 123R will not have a material impact on its financial position, results of operations and cash flows.
	In November 2005, the FASB issued FASB Staff Position (“ESP”) FAS 123R-3, Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards (“FAS 123R-3”). FAS 123R-3 provides for a practical transition election related to accounting for the tax effects of share-based payment awards to employees. Companies may elect either the guidance in SFAS 123R or this alternative transition method up to one year from the later of its initial adoption of SFAS 123R or the effective date of this FSP to make this one time election. FAS 123R-3 is currently being evaluated by the Company.
3.	Inventories
	Inventories consist of the following:

	2006
Raw materials	$	1,963,945
Work-in-process		345,463
Finished goods		506,953
Reserve for obsolete items		(218,156	)
	$	2,598,205

Apex Microtechnology Corporation
Notes to Financial Statements
November 17, 2006

4.	Intangibles and Other Assets
	Intangibles consist of the following:

	2006
Purchase product line	$	100,000
Debt issue cost		178,282
		278,282
Less: Accumulated depreciation and amortization		(163,958	)
	$	114,324

Estimated future amortization expense for our intangibles is as follows at November 17, 2006:

2007	$	63,797
2008		50,527

	Amortization expense was $54,936 for the year ended November 17, 2006.
5.	Property, Plant and Equipment
	Property, plant and equipment consist of the following:

	2006
Land	$	152,645
Manufacturing facility		4,169,639
Machinery and equipment		7,596,385
Furniture and fixtures		213,517
		12,132,186
Less: Accumulated depreciation and amortization		(9,093,983	)
	$	3,038,203

Depreciation expense was $368,286 for the year ended November 17, 2006.

Apex Microtechnology Corporation
Notes to Financial Statements
November 17, 2006

6. Credit Facilities

     Long-term debt consists of the following:

	2006
Note payable to bank, issued October 2, 2003 and modified on May 23, 2005 and July 19, 2006 with interest at prime plus .25% (8.5% at November 17, 2006) requiring monthly payments of principal and interest, maturing October 1, 2008.	$	574,080
Note payable to bank, issued October 2, 2003 and modified on May 23, 2005 and July 19, 2006 with interest at prime plus 0% (8.25% at November 17, 2006) requiring monthly payments of principal and interest, maturing October 1, 2008.		2,981,562
Bank Revolving Line of Credit, issued October 2, 2003 and modified May 23, 2005 and July 19, 2006 with interest at prime (8.25% at November 17, 2006) requiring monthly payments of interest, maturing October 1, 2008.		502,354
Note payable to bank, issued May 23, 2005, modified on July 19, 2006 with interest at prime plus 1.25% (9.5% at November 17, 2006) requiring monthly payments of principal and interest, maturing on November 23, 2008.		1,501,772
Subordinated note payable to Midwest-Apex LLC, issued June 25, 2004 with interest at 11% per annum, requiring quarterly payments of interest, maturity payable in one lump sum on March 30, 2008. This note payable has rights to collateral that are subordinate to the Company’s other long-term debt. The terms of this note allow for principal payment to be made prior to the stated maturity date.		1,631,340
	$	7,191,108
Less: Current portion of long-term debt		(1,761,484	)
Less: Line of credit		(502,354	)
	$	4,927,270

Apex Microtechnology Corporation
Notes to Financial Statements
November 17, 2006

Substantially all of the assets of the Company serve as collateral for the notes payable and the line of credit. The credit facilities are subject to covenants including minimum tangible net worth levels, minimum fixed charge coverage and current ratios, and maximum leverage ratios. At November 17, 2006, the Company was in compliance with all covenants, and management expects to remain in compliance through November 2007.

Under the revolving line of credit, the Company may borrow up to $3,000,000. The line of credit is secured by the assets of the Company and the borrowing base is the lesser of the maximum principal amount or the sum of the following: 80% of domestic accounts receivable, 90% of eligible foreign accounts receivable, 40% of raw materials inventory, 50% of finished goods inventory, and 35% of last time buy inventory. The line of credit bears an interest rate of prime and matures October 1, 2008. There was $502,354 in outstanding borrowings under the revolving line of credit as of November 17, 2006.

Scheduled maturities of long-term debt are as follows:

2007	$	2,263,838
2008		4,927,270
		7,191,108
Less: Current portion of long term debt		(1,761,484	)
Less: Line of credit		(502,354	)
Long-term debt	$	4,927,270

7. Income Taxes

The provision for income taxes includes the following components:

	2006
Current
Federal	$	1,399,676
State		(275	)
		1,399,401
Deferred
Federal	$	1,817
State		133
		1,950
	$	1,401,351

Apex Microtechnology Corporation
Notes to Financial Statements
November 17, 2006

The Company’s effective income tax rate differs from the federal statutory income tax rate of 35% due to the effect of state income taxes offset by Federal tax benefits, the extra-territorial income (ETI) exclusion, the manufacturing deduction, and federal and state research and development credits. Effective January 1, 2005, the America Jobs Creation Act of 2004, repealed the ETI exclusion for transactions entered into after 2004 with two years of transition relief (2005-2006) and phases in the manufacturer’s deduction through 2010. During the transition period, the Act provides a deduction equal to 80% of the original ETI exclusion in 2005, 60% in 2006 and no exclusions thereafter.

Deferred tax assets and liabilities consist of the following:

	2006
Deferred tax assets
Accruals not currently deductible	$	80,403
Non-deductible reserves		87,494
Other		102,825
Total deferred tax assets	$	270,722
Deferred tax liabilities
Accelerated depreciation of property, plant & equipment	$	(707,362	)
Total deferred tax liabilities		(707,362	)
Net deferred tax liabilities	$	(436,640	)

8.	Common and Preferred Stock
	The Company has authorized 10,250,000 of its $.0001 par value shares, of which 10,000,000 shares have been designated as common stock and 250,000 shares have been designated as preferred shares: 20,000 shares of Class A Redeemable Preferred stock (“Class A”), and 230,000 shares of Class B Convertible Redeemable Preferred stock (“Class B”).
	On March 31, 2000, the Company sold 2,985 of its Class A shares and 186,875 of its Class B shares to an investment firm for total proceeds of $3,000,000. The proceeds were allocated to the securities based upon their relative fair values, resulting in $2,403,931 allocated to the Class A shares and $596,069 allocated to the Class B shares.
	On June 25, 2004, the Class A shares were redeemed with a subordinated note in the amount of $3,781,340 (Note 5) payable to the holders of the Class A shares.
	Class B shares are initially convertible into the number of shares equal to 20% of the common shares outstanding on a fully diluted basis, up to a maximum of 186,875 shares. In 2005, the maximum number of shares convertible was adjusted to 174,656 to equal 20% of the common shares outstanding on a fully diluted basis. The conversion rate will adjust in the future if the Company issues its common stock at a price less than the fair value per share immediately prior to the time of such issuance. Because the number of convertible shares adjusts to maintain the 20% ownership, a beneficial conversion feature exists. The Company recorded a beneficial conversion feature of $257,950, which was fully amortized as of November 23, 2001.

Apex Microtechnology Corporation
Notes to Financial Statements
November 17, 2006

The Class B shares are entitled to the number of votes equal to the number of shares of common stock into which such shares are convertible. The holders are entitled to the same dividend rights as the holders of the common stock. Upon liquidation, the holders are entitled to $.08 per share. The Class B shares are convertible at any time into common stock, at the conversion rate in effect at the date, which at November 17, 2006 was 174,656 shares. At November 17, 2006, the aggregate liquidation preference is $14,950.

At any time after March 31, 2007, a holder of Class B shares shall have the option to require the Company to redeem and purchase all or a portion of the shares, or any shares of common stock issued upon conversion. The redemption price shall be equal to the greater of the fair value per common share or a multiple of EBITDA, as defined.

9.	Stock Option Plan
	During 2000, the Company adopted, and the Board of Directors approved, the 2000 Incentive Stock Option Plan (the “Plan”). The Company has reserved 93,400 shares of common stock for issuance under the Plan. The Plan allows for the issuance of stock options to employees at the exercise prices not less than 100% of the fair value of the Company’s common stock as determined by the Board of Directors on the date of grant. These options have vesting terms established by the Board of Directors at the date of the grant. The stock options vest over 5 years and expire 10 years from the date of grant.
	Summary information related to the stock option plans are as follows:

	Number					Weighted
	of Shares			Range of		Average
	Under			Exercise		Exercise
	Option			Prices		Price
Options outstanding at November 18, 2005		36,526		$	3.11 — 17.13		5.64
Granted		—			—
Canceled or expired		(230	)		3.11 — 13.48		15.51
Exercised		(3,130	)		4.43 — 13.48		6.02
Options outstanding at November 17, 2006		33,166		$	3.11 — 17.13	$	6.09

Apex Microtechnology Corporation
Notes to Financial Statements
November 17, 2006

The following table summarizes information about stock-based employee compensation grants outstanding at November 17, 2006:

		Options Outstanding						Options Exercisable
		Number		Weighted-Average		Weighted-		Number		Weighted
		Outstanding at		Remaining		Average		Exercisable at		Average
Exercise		November 17,		Contractual Life		Exercise		November 17,		Exercise
Price		2006		(Years)		Price		2006		Price
	$13.48					$	13.48			$	13.48
	17.13		8,250		4.3		17.13		8,250		17.13
	3.11		9,420		6.5		3.11		6,406		3.11
	4.43		15,496		6.8		4.43		10,072		4.43
			33,166						24,728

	There were no options granted in 2006. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions for all grants; dividend yield of 0%, expected volatility 0%, risk-free interest rates ranging from 1.83% to 5.50% and expected life of ten years.
10.	Employee Benefit Plan
	The Company has an Employee Profit Sharing and 401(k) Plan and Trust (the “Benefit Plan”). The Company may make an annual cash contribution to the Benefit Plan which is based upon a percentage of EBITDA, as defined. A total of $410,536 in profit sharing contributions were made by the Company in 2006. The Company’s 401(k) matching contributions were $85,440 in 2006. Employees must meet certain service requirements to participate in contributions to the Benefit Plan.
11.	Related Party Transactions
	The Company is required to pay Alerion, majority holder of the Company’s common stock, a management fee of up to $300,000 annually for ongoing management services based on the Company’s profitability. Total management fees included in general and administrative expense were $300,000 in 2006 of which approximately $112,251 are included in due to affiliate at November 17, 2006.
	The Company has a note payable to Midwest-Apex LLC with a principal balance outstanding of $1,631,340 as of November 17, 2006 (Note 5). Midwest-Apex is the holder of the Company’s Series B convertible redeemable preferred stock.

EX-99.2

Exhibit 99.2

APEX MICROTECHNOLOGY CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEET
(in thousands)

	May 4, 2007			November 17, 2006
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	(132	)	$	77
Accounts receivable, net		3,673			3,060
Inventories		2,565			2,598
Other current assets		425			418
Total current assets		6,531			6,153
Property and equipment, net		2,966			3,038
Intangibles and other, net		88			114
Total assets	$	9,585		$	9,305
Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable	$	432		$	398
Current portion of long-term debt		1,724			2,265
Income taxes payable		664			—
Other accrued liabilities		1,370			2,147
Total current liabilities		4,190			4,810
Other long-term obligations		5,220			5,635
Stockholders’ deficiency:
Capital stock		5,936			5,885
Accumulated deficit		(5,761	)		(7,025	)
Total stockholders’ deficiency		175			(1,140	)
Total liabilities and stockholders’ deficiency	$	9,585		$	9,305

APEX MICROTECHNOLOGY CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(in thousands; unaudited)

	Six Months Ended
	May 4, 2007			May 5, 2006
Net sales	$	8,655		$	8,311
Cost of sales		3,087			3,146
Gross margin		5,568			5,165
Operating expenses:
Research and development		1,091			1,119
Selling, general and administrative		2,211			2,003
Total operating expenses		3,302			3,122
Income from operations		2,266			2,043
Interest income, net		(320	)		(415	)
Income before income taxes		1,946			1,628
Provision (benefit) for income taxes		681			570
Net income	$	1,265		$	1,058

Apex Microtechnology Corporation
Consolidated Statement of Cash Flows
(in thousands; unaudited)

	Six Months Ended
	May 4, 2007			May 5, 2006
Operating Activities:
Net Income	$	1,265		$	1,058
Adj. to Reconcile Net Income to Net Cash:
-Depreciation & Amortization		195			217
-(Gain)/Loss on Sale of Assets		(2	)		—
-Cash Paid for Interest		287			381
-Changes in Operating Assets & Liabilities:
-Accounts Receivable		(613	)		482
-Inventory		(8	)		(217	)
-Prepaid Expense		34			(30	)
-Accounts Payable		34			104
-Income Taxes Payable		531			420
-Due to Affiliate		(36	)		(25	)
-Accrued Expenses		(478	)		(103	)
Cash Provided By Operations		1,209			2,284
Investing Activities:
Purchase of Property, Plant, & Equipment		(97	)		(77	)
Proceeds from Disposal of Assets		2			—
Cash Used In Investing Activities		(95	)		(77	)
Financing Activities:
Repayment of Short and Long Term Loans		(1,243	)		(2,296	)
Proceeds from Sale of Stock		—			12
Restricted Stock		50			34
Cash Used In Financing Activities		(1,193	)		(2,250	)
Increase (Decrease) in Cash		(79	)		(42	)
Cash & Equivalents, Beginning of Period		(53	)		(130	)
Cash & Equivalents, End of Period	$	(132	)	$	(172	)
Supplementary Disclosure of Cash Flow Information:
Cash Received (Paid) for Income Taxes		(150	)		(150	)

Unaudited Notes to Consolidated Condensed Financial Statements

1. Basis of Presentation

     The consolidated condensed financial statements have been prepared by Apex Microtechnology Corporation (“we,” “us,” “our,” or the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). The accompanying unaudited consolidated condensed financial statements do not include complete footnotes and financial presentations. As a result, these financial statements should be read along with the audited consolidated financial statements and notes thereto for the year ended November 17, 2006. In our opinion, the financial statements reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the financial position, operating results and cash flows, for those periods presented. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect reported assets, liabilities, revenues and expenses, as well as disclosure of contingent assets and liabilities. Actual results could differ from those estimates and assumptions. Moreover, the results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.

2. Accounts Receivable, net

          The following are the components of accounts receivable (in thousands):

	May 4,			Nov. 17,
	2007			2006
Gross accounts receivable	$	3,694		$	3,081
Allowance for doubtful accounts		(21	)		(21	)
	$	3,673		$	3,060

3. Inventories

          The following are the components of inventory (in thousands):

	May 4, 2007		Nov. 17, 2006
Work in-process	$	1,913	$	2,091
Finished goods		652		507
	$	2,565	$	2,598

4. Income Taxes

     The Company recorded income tax expense of $681 thousand during the first six months of fiscal year 2007. However, the annualized effective income tax rate is expected to differ from the federal statutory income tax rate of 35% due to the effect of state income taxes offset by Federal tax benefits, the extra-territorial income (ETI) exclusion, the manufacturing deduction, and federal and state research and development credits. Effective January 1, 2005, the America Jobs Creation Act of 2004, repealed the ETI exclusion for transactions entered into after 2004 with two years of transition relief (2005-2006) and phases in the manufacturer’s deduction through 2010. During the transition period, the Act provides a deduction equal to 80% of the original ETI exclusion in 2005, 60% in 2006 and no exclusions thereafter.

5. Subsequent Events

     On July 11, 2007, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cirrus Logic, Inc., (“Cirrus”) a Delaware corporation. The Merger Agreement provides for the acquisition of the Company by

Cirrus pursuant to the merger of Merger Sub with the Company, with Cirrus being the surviving corporation (the “Merger”), which occurred on July 24, 2007.

     Subject to the terms of the Merger Agreement, Cirrus paid an aggregate cash consideration of approximately $42.5 million, subject to certain adjustments based upon the Company’s net working capital immediately prior to the closing date. In addition, Cirrus placed $6.3 million of the purchase price into an escrow account to indemnify Cirrus against losses resulting from any breaches of the Company’s representations, warranties, covenants and agreements, certain environmental matters, claims regarding dissenting shareholders and certain other matters. To the extent that the escrow fund is insufficient, the Company’s equity holders have agreed to indemnify Cirrus for losses resulting from breaches of certain of the Company’s representations and warranties, covenants and agreements, and certain environmental matters, subject to the limitations set forth in the Merger Agreement.

EX-99.3

Exhibit 99.3

CIRRUS LOGIC, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED FINANCIAL INFORMATION

On July 24, 2007, Cirrus Logic, Inc. completed its acquisition of Apex. The acquisition is accounted for as a purchase and, accordingly, the total purchase price is allocated to the acquired assets, including goodwill and other intangible assets, and liabilities at their fair values as of July 24, 2007. Cirrus Logic’s consolidated statement of operations does not include any revenue or expense related to Apex prior to July 24, 2007. The acquisition is expected to be accretive to earnings in fiscal year 2008.

The unaudited pro forma combined condensed consolidated balance sheet as of June 30, 2007 gives the effect to the acquisition as if it had occurred on June 30, 2007.

The combining companies have different year-ends for reporting purposes. Apex maintained its accounting records on a fiscal basis, ending in November, and Cirrus Logic maintains its accounting records on a fiscal basis, ending in March. Pursuant to Regulation S-X, Apex’s annual income statement has been adjusted to bring it with in 93 days. The unaudited pro forma combined condensed consolidated statements of operations for the twelve months ended March 31, 2007 gives effect to the financial statements as if it had occurred on March 26, 2006, combining the historical consolidated statements of operations of Cirrus Logic for the fiscal year ended March 31, 2007 with the historical consolidated statements of operations of Apex for the year ended January 12, 2007. Furthermore, the unaudited pro forma statement of operations for the three months ended June 30, 2007 gives the effect to the financial statements as if it had occurred on April 1, 2007.

The unaudited pro forma combined condensed consolidated financial information has been prepared and should be read in conjunction with the historical consolidated financial statements and the related notes thereto of Cirrus Logic, the “Management Discussion and Analysis of Financial Condition and Results of Operations,” included in Cirrus Logic’s Form 10-K for the year ended March 31, 2007 filed with the Securities and Exchange Commission, and the Apex financial statements and notes thereto included herein this Current Report on Form 8-K.

The pro forma adjustments do not reflect any operating efficiencies and cost savings that may be achieved with respect to the combined entity. The pro forma adjustments do not include any adjustments to historical revenue for any future price changes nor any adjustments to selling, marketing or any other expenses for any future operating changes.

The following unaudited pro forma combined condensed consolidated financial information has been prepared to give effect to the acquisition, accounted for using the purchase method of accounting. This financial information reflects certain assumptions and estimates deemed probable by management regarding the acquisition based upon the assets and liabilities acquired. These estimates and assumptions are preliminary and have been made solely for purposes of developing this pro forma information. Unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results that actually would have been realized had the entities been a single entity during this period. Additionally, the future consolidated financial position and results of operations will differ, perhaps significantly, from the pro forma amounts reflected herein because of a variety of factors, including access to additional information, changes in values not currently identified and changes in operating results, which could result in adjustment to among other items identifiable assets and goodwill. The total estimated purchase cost of the acquisition has been allocated to assets and liabilities using an independent appraisal of their estimated fair value with the excess cost over the net assets acquired allocated to goodwill. The purchase price allocation is preliminary, as we have not completed our detailed analysis and received a final report from our independent valuation firm and a final determination of required purchase accounting adjustments will be made upon the completion of a final analysis of the total purchase cost and the fair value of the assets and liabilities assumed.

CIRRUS LOGIC, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
(in thousands)

	Historical
				Apex
	Cirrus Logic, Inc.			Microtechnology as			Pro Forma			Pro Forma Combined
	as of June 30, 2007			of May 4, 2007			Adjustments			Total
Assets
Current assets:
Cash and cash equivalents	$	97,566		$	(132	)	$	(42,754	)(b)	$	54,680
Restricted investments		5,755			—						5,755
Marketable securities		174,242			—						174,242
Accounts receivable, net		19,428			3,673						23,101
Inventories		17,512			2,565						20,077
Other current assets		14,138			425			(271	)(c)		14,292
Total current assets		328,641			6,531						292,147
Property and equipment, net		10,508			2,966			7,662	(d)		21,136
Intangibles, net		11,246			—			21,185	(e)		32,431
Goodwill		6,461			—			16,649	(f)		23,110
Investment in Magnum Semiconductor		3,657			—						3,657
Other assets		1,900			88			(51)	(g)		1,937
Total assets	$	362,413		$	9,585					$	374,418
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	11,643		$	432					$	12,075
Accrued salaries and benefits		6,565			—						6,565
Current portion of long-term debt		—			1,724			(1,724)	(h)
Other accrued liabilities		9,896			2,034						11,930
Deferred income on shipments to distributors		5,362			—						5,362
Total current liabilities		33,466			4,190						35,932
Other long-term obligations		12,659			5,220			6,080	(i)		23,959
Stockholders’ equity:
Capital stock		932,689			5,936			(5,936)	(j)		932,689
Accumulated deficit		(615,616	)		(5,761	)		4,000	(j)		(617,377	)
Accumulated other comprehensive loss		(785	)		—						(785	)
Total stockholders’ equity		316,288			175						314,527
Total liabilities and stockholders’ equity	$	362,413		$	9,585					$	374,418

CIRRUS LOGIC, INC.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)

	Twelve Months Ended
				Apex
	Cirrus Logic, Inc.			Microtechnology as			Pro Forma			Pro Forma
	as of March 31, 2007			of Jan 12, 2007			Adjustments			Combined Total
Net sales	$	182,304		$	19,320					$	201,624
Cost of sales		73,290			7,008						80,298
Gross Margin		109,014			12,312						121,326
Operating expenses:
Research and development		43,961			2,417						46,378
Selling, general and administrative		51,755			4,636			258	(k)		56,649
Restructuring costs and other (gains)		1,106			—						1,106
Impairment of goodwill and other intangibles		4,290			—						4,290
Amortization of acquisition related intangibles		—			—			1,253	(l)		1,253
In-process R&D expense		1,925			—						1,925
Total operating expenses		103,037			7,053						111,601
Income from operations		5,977			5,259						9,725
Realized gain on marketable securities		193			—						193
Interest income, net		13,146			(806	)					12,340
Other income, net		177			—						177
Income before income taxes		19,493			4,453						22,435
Provision (benefit) for income taxes		(8,402	)		1,402						(7,000	)
Net income	$	27,895		$	3,051					$	29,435
Basic weighted average common shares outstanding:		87,643									87,643
Diluted weighted average common shares outstanding:		88,805									88,805
Basic income per share:	$	0.32								$	0.34
Diluted income per share:		0.31									0.33

CIRRUS LOGIC, INC.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)

	Three Months Ended
			Apex
	Cirrus Logic, Inc.		Microtechnology as			Pro Forma			Pro Forma Combined
	as of June 30, 2007		of May 4, 2007			Adjustments			Total
Net sales	$	41,124	$	4,842					$	45,966
Cost of sales		16,759		1,634						18,393
Gross Margin		24,365		3,208						27,573
Operating expenses:
Research and development		10,913		629						11,542
Selling, general and administrative		12,981		1,263			65	(k)		14,309
Restructuring costs and other (gains)										—
Impairment of goodwill and other intangibles										—
Amortization of acquisition related intangibles							313	(l)		313
In-process R&D expense										—
Total operating expenses		23,894		1,892						26,164
Income from operations		471		1,316						1,409
Realized gain on marketable securities										—
Interest income, net		3,507		(156	)					3,351
Other income, net		26		—						26
Income before income taxes		4,004		1,160						4,786
Provision (benefit) for income taxes		15		406						421
Net income	$	3,989	$	754					$	4,365
Basic weighted average common shares outstanding:		88,490								88,490
Diluted weighted average common shares outstanding:		89,669								89,669
Basic income per share:	$	0.05							$	0.05
Diluted income per share:		0.04								0.05

Notes to Unaudited Pro Forma Combined Consolidated Condensed Financial Statements

The following pro forma adjustments and reclassifications have been reflected in the unaudited pro forma combined condensed consolidated balance sheet and statements of operations:

(a) The preliminary calculation of the purchase price for the assets and liabilities acquired is presented below:

Calculation of the preliminary purchase price (in millions):

Total Purchase Price	$	42,472
Transaction Expenses		282
Total Purchase Price	$	42,754

Under Statement of Financial Accounting Standard (SFAS) No. 141, “Business Combinations,” the total purchase price was allocated to Apex’s assets and liabilities based on their estimated fair values. The total purchase price was allocated to tangible assets and liabilities, and intangible assets, including goodwill, and in-process research and development (IPR&D). Goodwill as a result of the acquisition will be subject to an annual impairment test and will not be amortized under SFAS No. 142, “Goodwill and Other Intangible Assets.”

(b)	Represents cash consideration paid by Cirrus Logic for the acquisition of Apex.
(c)	Represents the removal of the deferred tax asset related to Apex.
(d)	Represents the incremental fair value of the property and equipment over the book value of the assets recorded on Apex’s financial statements.
(e)	Specifically identified intangible assets including developed technology and IPR&D.

Cirrus Logic retained an independent appraiser to assist with determining the estimated fair values of the property and equipment and intangible assets assumed in the acquisition. The valuations relied on methodologies that most closely related the fair market value assignment with the economic benefits provided by each asset and the risks associated with the assets. The acquired assets will be generally amortized over a useful life of approximately 15 years.

(f) Allocation of the preliminary purchase price.

The allocation of the preliminary purchase price to the net assets acquired as of July 24, 2007 is presented below:

Allocation of the preliminary purchase price (in millions):

				Summary
Acquired Assets
Trade Accounts Receivable	$	2,859
Inventory		2,709
Fixed Assets, net		2,944
Other assets		250
Total Assets Identified					8,762
Excess Fair Value of Property & Equipment					7,662
Developed Technology (15 year life)	$	14,282
Tradename (indefinite life)		2,438
Customer Relationships (15 year life)		4,465
Acquired Intangibles subtotal					21,185
IPRD					1,761
Goodwill					16,649
Acquired Liabilities
Deferred tax liability	$	(11,300	)
Other liabilities		(1,965	)
Total Liabilities Identified					(13,265	)
Total Purchase Price				$	42,754

(g)	Represents the write-off of debt issuance costs
(h)	Represents the payment related to the debt.
(i)	Represents the long-term portion of the debt adjustment as part of the acquisition partially offset by the inclusion of $11.3 million in deferred tax liabilities associated with this acquisition.
(j)	Represents the elimination of Apex’s historical equity and related costs as well as the write-off the IPRD of $1.8 million, as the IPRD consists of those products that are not yet proven to be technologically feasible but have been developed to a point where there is value associated with them in relation to potential future revenue. Because technological feasibility was not yet proven and no alternative future uses are believed to exist for the in-process technologies, the assigned value was expensed immediately upon the closing dates of the acquisition.

The preliminary value of $1.8 million assigned to acquired IPR&D was determined by identifying research projects in areas for which technological feasibility has not been established and there is no alternative future use.

(k)	Represents the incremental depreciation associated with the step-up in the fair value related to the property, plant and equipment.
(l)	Represents the incremental amortization associated with the purchased acquired intangibles.