8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2005

ATMEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19032	77-0051991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2325 Orchard Parkway
San Jose, CA 95131
(Address of principal executive offices, including zip code)

(408) 441-0311
(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 (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

	Item 2.05. Costs Associated with Exit or Disposal Activities
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.05. Costs Associated with Exit or Disposal Activities

     In connection with its continuing efforts to consolidate manufacturing operations and reduce costs, on December 6, 2005, Atmel Corporation signed a definitive agreement and consummated the sale of its Nantes, France manufacturing facility and the related foundry. Atmel anticipates a net charge of approximately $8 to $11 million in connection with this sale, of which approximately $7 to 10 million is for employee related costs while the remainder is for facilities and equipment costs. The anticipated charges are expected to result in cash payments of approximately $7 million in December 2005.

     A copy of the press release announcing the conclusion of such sale is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
99.1	Press release, dated as of December 8, 2005, entitled “Atmel Announces Sale of Nantes Fab”.

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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.

	Atmel Corporation (Registrant)
Date: December 8, 2005	By:	/s/ Robert Avery
		Robert Avery
		Vice President Finance & Chief Financial Officer

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EXHIBIT INDEX

Exhibit No	Description
99.1	Press release, dated as of December 8, 2005, entitled “Atmel Announces Sale of Nantes Fab”.

EX-99.1

Exhibit 99.1

N E W S     R E L E A S E

Atmel Announces Sale of Nantes Fab

SAN JOSE, Calif., Dec 8, 2005 – Atmel Corporation (Nasdaq: ATML), a worldwide leader in the development, fabrication and sale of advanced semiconductors, today announced that it has concluded the sale of its Nantes, France manufacturing facility and the related foundry activities to XbyBus, a French corporation.

“We are pleased to be able to announce the sale to XbyBus which will preserve many jobs in France,” said George Perlegos, Chairman and Chief Executive Officer. “Additionally, this is an important step in Atmel’s plan to consolidate its manufacturing operations and reduce costs.”

XbyBus is planning to develop its activities in high reliability electronic components at the site. Atmel anticipates a net charge of approximately $8 million to $11 million for facilities and employee related costs.

Atmel will maintain a significant presence in Nantes with the design of Microcontroller products for the automotive and industrial markets along with its space related activities.

About Atmel

Atmel is a worldwide leader in the design and manufacture of microcontrollers, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF) components. Leveraging one of the industry’s broadest intellectual property (IP) technology portfolios, Atmel is able to provide the electronics industry with complete system solutions. Focused on consumer, industrial, security, communications, computing and automotive markets, Atmel ICs can be found Everywhere You Are^SM.

© Atmel Corporation 2005. All rights reserved. Atmel^®, logo and combinations thereof, and others, are registered trademarks, and Everywhere You Are^SM and others are the trademarks of Atmel Corporation or its subsidiaries.

Atmel Corporation • 2325 Orchard Parkway • San Jose CA 95131 • Phone (408) 441-0311 • Fax (408) 487-2600

Information in this release regarding Atmel’s forecasts, outlook, expectations and beliefs are forward-looking statements that involve risks and uncertainties. These statements include statements about Atmel’s expected operations and operating results. All forward-looking statements included in this release are based upon information available to Atmel as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statement. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include the actual costs incurred from the sale of the Nantes, France facility being higher than expected and other risks detailed from time to time in Atmel’s SEC reports and filings, including our Form 10-K, filed on March 25, 2005 and subsequent Form 10-Q reports.

 
 
 
 
Contact: Robert Pursel, Director, Investor Relations: 408-487-2677  

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