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): June 27, 2007

ATMEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19032	77-0051991
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		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 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition

On June 27, 2007, Atmel Corporation issued a press release discussing its financial results for the first quarter ended March 31, 2007. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated as of June 27, 2007, entitled “Atmel Files First Quarter 2007 Financial Statements.”

2

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
Date: June 27, 2007	By:	/s/ Robert Avery
		Robert Avery
		Vice President Finance and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated as of June 27, 2007, entitled “Atmel Files First Quarter 2007 Financial Statements.”

EX-99.1

Exhibit 99.1

N E W S     R E L E A S E

Atmel Files First Quarter 2007 Financial Statements
Now Current with SEC Filings

SAN JOSE, CA, June 27, 2007 . . . Atmel^® Corporation (NASDAQ: ATML) today announced its full results for the quarter ended March 31, 2007 and has filed with the Securities and Exchange Commission (SEC) its quarterly report on Form 10-Q for the same period. With this filing and those previously filed on June 8, 2007, the Company is now current with its SEC filings and expects to regain compliance with NASDAQ’s continued listing requirements. As previously announced, the Company’s filings were delayed as a result of the independent investigation relating to its past granting of stock options.

Revenues for the first quarter ended March 31, 2007 were $391.3 million, a 2% decrease compared to the $400.8 million (as restated) for the first quarter of 2006 and a decrease of 4% from the fourth quarter ended December 31, 2006, as previously reported. During the first quarter of 2007, a tax benefit of $20 million was recognized from the receipt of French research and development tax credits related to prior tax years which resulted in a net tax benefit of $15 million for the quarter. As a result, net income for the first quarter of 2007 totaled $28.9 million or $0.06 per diluted share. This compares to net income of $4.7 million or $0.01 per diluted share for the first quarter of 2006 (as restated) and a net loss of $122.6 million or $0.25 per share for the fourth quarter of 2006 including asset impairment, restructuring and other charges of $121.2 million.

“We are pleased to have completed the remaining filings required to become current with the SEC and anticipate regaining NASDAQ compliance shortly,” stated Steven Laub, Atmel’s President and Chief Executive Officer. “We are also encouraged that the restructuring initiatives announced in December 2006 are beginning to have a meaningful impact on our financial performance, as indicated by our first quarter results.”

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

Conference Call

Atmel will hold a teleconference at 2:00 p.m. PT today to discuss the first quarter selected financial results. The conference call will be webcast live and can also be monitored by dialing 1-800-374-0405 or 1-706-634-5185. The conference ID number is 4934645 and participants are encouraged to initiate their calls at least 10 minutes in advance of the 2:00 p.m. PT start time to ensure a timely connection. The webcast can be accessed at http://www.atmel.com/ir/ and will be archived for 12 months.

A replay of the June 27, 2007 conference call will be available today at approximately 5:00 p.m. PT and will run for 48 hours. The replay access numbers are 1-800-642-1687 within the U.S. and 1-706-645-9291 for all other locations. The access code is 4934645.

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 provides the electronics industry with complete system solutions focused on consumer, industrial, security, communications, computing and automotive markets.

Safe Harbor for Forward-Looking Statements

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 regaining compliance with NASDAQ’s continued listing requirements and about Atmel’s restructuring plans and other initiatives. 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 an inability to meet the requirements of the NASDAQ Global Select Market for continued listing of the Company’s shares, the impact of competitive products and pricing, timely design acceptance by our customers, timely introduction of new technologies, ability to ramp new products into volume, industry wide shifts in supply and demand for semiconductor products, industry and/or Company overcapacity, effective and cost efficient utilization of manufacturing capacity, financial stability in foreign markets, the inability to realize the anticipated benefits of our restructuring plans and other initiatives in a timely manner or at all, unanticipated costs and expenses or the inability to identify expenses which can be eliminated and other risks detailed from time to time in Atmel’s SEC reports and filings, including our Form 10-K for the year ended December 31, 2006, filed on June 8, 2007, as amended on June 27, 2007 and our Form 10-Q for the quarter ended March 31, 2007, filed on June 27, 2007.

Investor Contact	Media Contact
Robert Pursel	Jennifer Schaefer / Mike Cuneo
Director of Investor Relations	Joele Frank, Wilkinson Brimmer Katcher
408-487-2677	212-355-4449

Atmel Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

	March 31,		December 31,		March 31,
	2007		2006		2006
					As restated (1)
Current assets
Cash and cash equivalents	$	419,982	$	410,480	$	343,400
Short-term investments		58,713		56,264		54,774
Accounts receivable, net		215,926		227,031		253,013
Inventories		363,538		339,799		293,554
Current assets of discontinued operations		—		—		32,142
Other current assets		103,689		118,965		87,598
Total current assets		1,161,848		1,152,539		1,064,481
Fixed assets, net		505,759		514,349		846,641
Non-current assets held for sale		125,706		123,797		15,786
Intangible and other assets		26,362		27,854		41,296
Total assets	$	1,819,675	$	1,818,539	$	1,968,204
Current liabilities
Current portion of long-term debt	$	36,357	$	38,311	$	104,783
Convertible notes		—		—		144,085
Trade accounts payable		130,036		145,079		132,762
Accrued and other liabilities		236,110		231,237		194,247
Current liabilities related to assets held for sale		119,830		133,893		45,183
Deferred income on shipments to distributors		16,864		18,856		19,643
Total current liabilities		539,197		567,376		640,703
Long-term debt less current portion		51,830		60,020		116,873
Convertible notes less current portion		—		—		299
Non-current liabilities related to assets held for sale		191		313		4,634
Other long-term liabilities		236,685		236,936		232,904
Total liabilities		827,903		864,645		995,413
Stockholders’ equity		991,772		953,894		972,791
Total liabilities and stockholders’ equity	$	1,819,675	$	1,818,539	$	1,968,204

(1) See Atmel Form 10-K for the fiscal year ended December 31, 2006, Note 2 to Consolidated Financial Statements

Atmel Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

	Three Months Ended
	March 31,		December 31,			March 31,
	2007		2006			2006
						As restated (1)
Net revenues	$	391,313	$	408,881		$	400,784
Operating Expenses
Cost of revenues		251,376		263,730			274,402
Research and development		67,299		71,216			68,151
Selling, general and administrative		58,059		63,761			45,411
Asset Impairment charges		—		82,582			—
Restructuring and other charges		1,782		38,612			151
Total operating expenses		378,516		519,901			388,115
Income (loss) from operations		12,797		(111,020	)		12,669
Interest and other (expenses), net		979		(6,155	)		(6,619	)
Income (loss) before income taxes		13,776		(117,175	)		6,050
Income tax benefit (provision)		15,164		(5,433	)		(7,204	)
Income (loss) from continuing operations		28,940		(122,608	)		(1,154	)
Income from discontinued operations, net of taxes		—		—			5,862
Net income (loss)	$	28,940	$	(122,608	)	$	4,708
Basic net income (loss) per share
Income (loss) from continuing operations	$	0.06	$	(0.25	)	$	(0.00	)
Income from discontinued operations, net of income taxes		—		—			0.01
Net income	$	0.06	$	(0.25	)	$	0.01
Weighted-average shares used in basic income (loss) per share calculations		488,842		488,844			485,576
Diluted net income (loss) per share
Income (loss) from continuing operations	$	0.06	$	(0.25	)	$	(0.00	)
Income from discontinued operations, net of income taxes		—		—			0.01
Net income	$	0.06	$	(0.25	)	$	0.01
Weighted-average shares used in diluted income (loss) per share calculations		494,198		488,844			485,576

(1) See Atmel Form 10-Q for the quarter ended March 31, 2007, Note 2 to Condensed Consolidated Financial Statements