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): August 1, 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 August 1, 2007, Atmel Corporation issued a press release discussing its financial results for the second quarter ended June 30, 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 August 1, 2007, entitled “Atmel Reports Second Quarter 2007 Financial Results.”

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: August 1, 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 August 1, 2007, entitled “Atmel Reports Second Quarter 2007 Financial Results.”

EX-99.1

Exhibit 99.1

N E W S    R E L E A S E

Atmel Reports Second Quarter 2007 Financial Results

Revenues Rebound as Business Streamlining Continues

SAN JOSE, CA, August 1, 2007 . . . Atmel^® Corporation (NASDAQ: ATML) today announced its financial results for the quarter ended June 30, 2007.

Revenues for the second quarter ended June 30, 2007 were $404.2 million, a 3.3% increase compared to the $391.3 million for the first quarter of 2007 and a 5.9% decrease compared to the $429.5 million for the second quarter ended June 30, 2006.

Gross margins for the second quarter of 2007 were 35.0%, slightly lower than the 35.8% reported for the first quarter of 2007 and a 260 basis points improvement over the 32.4% reported for the second quarter of 2006.

Net income for the second quarter of 2007 totaled $0.7 million or $0.00 per diluted share. This compares to net income of $28.9 million or $0.06 per diluted share for the first quarter of 2007 and net income of $8.3 million or $0.02 per diluted share for the second quarter of 2006. Included in the second quarter results are approximately $15 million of charges related to the special shareholder meeting in May 2007 and recently completed stock option backdating and other independent investigations. Net income was substantially reduced by statutory income taxes in our foreign subsidiaries. Stock based compensation expense included in net income totaled $3.3 million this quarter.

The Company’s cash, cash equivalents and short-term investments were $476.1 million at June 30, 2007, an increase of $9.4 million from the $466.7 million reported at December 31, 2006, while liabilities (current and long term) decreased $119.3 million to $745.3 million at June 30, 2007, from $864.6 million at December 31, 2006.

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

In the second quarter of 2007, the Company’s effective average exchange rate was approximately $1.35 to the euro, compared to $1.32 to the euro in the first quarter of 2007 and $1.25 to the euro in the second quarter of 2006. A $0.01 change in the dollar/euro exchange rate affects operating income by approximately $1 million each quarter.

Second Quarter 2007 and Recent Highlights

• SEC Compliance Regained, All Delinquent Filings Completed

• Board of Directors Expanded From Six to Eight Members

• Shareholders Vote Overwhelmingly in Support of Current Board in Special Shareholder Meeting

• Atmel Sells Network Storage Products to MoSys Inc.

• Atmel Sells Its Wafer Fabrication Facility Located in Irving, Texas

• Atmel Introduces World’s Lowest Power 32-bit Flash MCU

• Atmel Launches Customizable Microcontroller-based SoC Platform

• Atmel Announces WiMAX Transceiver with Low RF Cost

• Atmel’s Secure Microcontroller Qualified by FIME for ePassports Applications

• Atmel’s Secure Microcontroller Qualified for Korean Banking Industry

“We are pleased to have achieved the upper end of our revenue guidance as Atmel's sales grew in all major geographies and all business units experienced sequential growth, excluding our RF CDMA foundry business,” said Steven Laub, Atmel’s President and Chief Executive Officer. “We continue to make solid progress transforming Atmel into a company built on high growth and high margin products and plan to implement additional initiatives during the remainder of 2007 to unlock shareholder value.”

Third Quarter Business Outlook

• The company anticipates revenues will grow 1% to 3% on a sequential basis

Conference Call
Atmel will hold a teleconference at 2:00 p.m. PT today to discuss the second quarter 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 7040190 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 August 1, 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 7040190.

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 restructuring initiatives and third quarter business outlook. 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 statements. 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 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.

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

###

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

	June 30,		December 31,
	2007		2006
Current assets
Cash and cash equivalents	$	417,809	$	410,480
Short-term investments		58,279		56,264
Accounts receivable, net		224,656		227,031
Inventories		361,646		339,799
Other current assets		80,788		118,965
Total current assets		1,143,178		1,152,539
Fixed assets, net		495,408		514,349
Non-current assets held for sale		93,410		123,797
Intangible and other assets, net		23,691		27,854
Total assets	$	1,755,687	$	1,818,539
Current liabilities
Current portion of long-term debt	$	30,332	$	38,311
Trade accounts payable		131,641		145,079
Accrued and other liabilities		186,294		231,237
Current liabilities related to assets held for sale		98,479		133,893
Deferred income on shipments to distributors		17,601		18,856
Total current liabilities		464,347		567,376
Long-term debt less current portion		49,117		60,020
Non-current liabilities related to assets held for sale		8,440		313
Other long-term liabilities		223,369		236,936
Total liabilities		745,273		864,645
Stockholders’ equity		1,010,414		953,894
Total liabilities and stockholders’ equity	$	1,755,687	$	1,818,539

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

	Three Months Ended								Six Months Ended
	June 30,			March 31,		June 30,			June 30,			June 30,
	2007			2007		2006			2007			2006
Net revenues	$	404,247		$	391,313	$	429,488		$	795,560		$	830,272
Operating Expenses
Cost of revenues		262,605			251,376		290,459			513,981			564,861
Research and development		69,266			67,299		74,560			136,565			142,711
Selling, general and administrative		67,881			58,059		54,266			125,940			99,677
Restructuring and other charges (credits)		(2,640	)		1,782		—			(858	)		151
Total operating expenses		397,112			378,516		419,285			775,628			807,400
Income from operations		7,135			12,797		10,203			19,932			22,872
Interest and other (expenses), net		610			979		(644	)		1,589			(7,263	)
Income before income taxes		7,745			13,776		9,559			21,521			15,609
Income tax benefit (provision) Note(1)		(7,067	)		15,164		(6,708	)		8,097			(13,912	)
Income from continuing operations		678			28,940		2,851			29,618			1,697
Income from discontinued operations, net of taxes		—			—		5,428			—			11,290
Net income	$	678		$	28,940	$	8,279		$	29,618		$	12,987
Basic net income per share
Income from continuing operations	$	0.00		$	0.06	$	0.01		$	0.06		$	0.00
Income from discontinued operations, net of income taxes		—			—		0.01			—			0.03
Net income	$	0.00		$	0.06	$	0.02		$	0.06		$	0.03
Weighted-average shares used in basic income per share calculations		488,916			488,842		486,928			488,879			486,252
Diluted net income per share
Income from continuing operations	$	0.00		$	0.06	$	0.01		$	0.06		$	0.00
Income from discontinued operations, net of income taxes		—			—		0.01			—			0.03
Net income	$	0.00		$	0.06	$	0.02		$	0.06		$	0.03
Weighted-average shares used in diluted income per share calculations		494,244			494,198		493,045			494,285			491,981

Note (1) Income tax expense consists primarily of taxes on statutory income in our foreign subsidiaries.