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):

October 30, 2007

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 2.02. Results of Operations and Financial Condition
	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 2.02. Results of Operations and Financial Condition

On October 30, 2007, Atmel Corporation (“Atmel” or the “Company”) issued a press release discussing its financial results for the third quarter ended September 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Executive Officer

On October 30, 2007, Robert Avery notified the Company that he plans to retire as Atmel’s Vice President Finance and Chief Financial Officer, during the first quarter of 2008. Mr. Avery plans to remain actively involved in the management of the company until his successor is appointed. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated as of October 30, 2007, entitled “Atmel Reports Third Quarter 2007 Financial Results.”
99.2	Press release, dated as of October 30, 2007, entitled “Atmel Announces Planned Retirement of Chief Financial Officer.”

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: October 30, 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 October 30, 2007, entitled “Atmel Reports Third Quarter 2007 Financial Results.”
99.2	Press release, dated as of October 30, 2007, entitled “Atmel Announces Planned Retirement of Chief Financial Officer.”

4

EX-99.1

Exhibit 99.1

Atmel Reports Third Quarter 2007 Financial Results

Achieves Record Microcontroller and AVR ^® Revenues

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

Revenues for the third quarter ended September 30, 2007 were $418.1 million, a 3.4% increase compared to the $404.2 million for the second quarter of 2007 and a 3.2% decrease compared to the $431.7 million for the third quarter ended September 30, 2006. Gross profit, as a percent of revenue, rose to 35.6% for the third quarter of 2007, an increase of 60 basis points from the prior quarter and a 50 basis points improvement from the same period last year.

Operating profit was $25.4 million for the third quarter, or 6.1 percent of revenue, and included non-recurring charges of $1.5 million for restructuring, impairment and grant repayments. This was an increase of $18.3 million from the prior quarter and a decline of $0.7 million from the year-ago quarter.

Net income for the third quarter of 2007 totaled $16.6 million or $0.03 per diluted share. This compares to net income of $0.7 million or $0.00 per diluted share for the second quarter of 2007 and net income of $124.3 million or $0.25 per diluted share for the year-ago quarter, which included income and gain from discontinued operations of $102 million or $0.21 per diluted share. Income tax provision of $10.1 million for the third quarter was primarily due to statutory taxes at our foreign subsidiaries. Stock-based compensation expense was $4.9 million for the third quarter.

Total cash (cash and cash equivalents plus short-term investments) was $251 million at the end of the third quarter, a decrease of $225 million from the end of the prior quarter. During the third quarter of 2007, the Company used $250 million to repurchase shares of its common stock under an accelerated stock repurchase program and reduced its debt (current and long-term) $20 million from the prior quarter. Cash flow from operations totaled approximately $46 million in the third quarter.

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

The Company’s effective average exchange rate in the third quarter of 2007 was approximately $1.36 to the euro, compared to $1.35 to the euro in the second quarter of 2007 and $1.28 to the euro in the year-ago period. A $0.01 increase in the dollar/euro exchange rate reduces operating income by approximately $1 million each quarter.

Accelerated Stock Repurchase Program Update
On August 27, 2007, Atmel announced that its Board of Directors approved a stock repurchase program under which the Company has repurchased $250 million of its common stock. As of this date, an initial 43.4 million shares have been delivered to Atmel, and under this program the Company may receive additional shares during a period of up to four months from September 20, 2007.

The purchases under this program and actual number of shares remaining to be purchased depend on a variety of factors including the market price of the Company’s common stock, regulatory and contractual requirements and other market factors during a period of up to four months from September 20, 2007.

Third Quarter 2007 and Recent Highlights

• Announced Sale of Manufacturing Facility in North Tyneside, U.K.

• Announced $250 Million Accelerated Share Repurchase Program

• Sold Network Storage Products Group to MoSys, Inc.

• Expanded Board of Directors from Six to Eight Members

• ARM-based AT91CAP Voted One of China’s Top Five MCUs

• Expanded AVR picoPower Product Offerings with Four New 32-pin MCUs

• Latest LIN System Basis Chip Family Members Continue Industry’s Best EMC Performance

“We are pleased to have exceeded the upper end of our revenue guidance due to strong demand for our products in all geographies,” said Steven Laub, Atmel’s President and Chief Executive Officer. “Record Microcontroller revenues were driven by our proprietary AVR^® Flash-based MCUs and ARM^® products. In addition, as our recent announcements have indicated, we are delivering on our strategic restructuring initiatives as we continue to refocus business operations for profitable growth.”

Business Outlook
The Company anticipates revenues for the fourth quarter will be flat to up 2% on a sequential basis.

Conference Call
Atmel will hold a teleconference at 2:00 p.m. PT today to discuss the third 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 19444605 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 October 30, 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 19444605.

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, accelerated share repurchase program, markets for our products and fourth 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, the market price of our common stock, the terms of the accelerated share repurchase program 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 subsequent Form 10-Q reports.

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

###

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

	September 30,		June 30,		December 31,
	2007		2007		2006
Current assets
Cash and cash equivalents	$	199,080	$	417,809	$	410,480
Short-term investments		52,146		58,279		56,264
Accounts receivable, net		226,317		224,656		227,031
Inventories		348,793		361,646		339,799
Other current assets		75,882		80,788		118,965
Total current assets		902,218		1,143,178		1,152,539
Fixed assets, net		582,872		495,408		514,349
Non-current assets held for sale		—		90,774		123,797
Intangible and other assets, net		21,036		23,691		27,854
Total assets	$	1,506,126	$	1,753,051	$	1,818,539
Current liabilities
Current portion of long-term debt	$	83,755	$	68,258	$	108,651
Trade accounts payable		115,364		131,641		145,079
Accrued and other liabilities		241,987		186,188		231,237
Current liabilities related to assets held for sale		—		60,659		63,553
Deferred income on shipments to distributors		18,628		17,601		18,856
Total current liabilities		459,734		464,347		567,376
Long-term debt less current portion		22,062		57,451		60,333
Other long-term liabilities		222,389		223,475		236,936
Total liabilities		704,185		745,273		864,645
Stockholders’ equity		801,941		1,007,778		953,894
Total liabilities and stockholders’ equity	$	1,506,126	$	1,753,051	$	1,818,539

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

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,
	2007			2007			2006			2007			2006
Net revenues	$	418,097		$	404,247		$	431,734		$	1,213,657		$	1,262,006
Operating expenses
Cost of revenues		269,063			262,605			280,176			783,044			845,038
Research and development		63,609			69,266			75,181			200,174			217,892
Selling, general and administrative		58,518			67,881			50,206			184,458			149,881
Charges for grant repayments		1,189			—			—			1,189			—
Restructuring charges (credits)		1,386			(2,640	)		—			528			151
Asset impairment charges (credits)		(1,057	)		—			—			(1,057	)		—
Total operating expenses		392,708			397,112			405,563			1,168,336			1,212,962
Income from operations		25,389			7,135			26,171			45,321			49,044
Interest and other income (expense), net		1,299			610			1,692			2,888			(5,571	)
Income from continuing operations before income taxes		26,688			7,745			27,863			48,209			43,473
Provision for income taxes		(10,135	)		(7,067	)		(5,603	)		(2,038	)		(19,516	)
Income from continuing operations		16,553			678			22,260			46,171			23,957
Income from discontinued operations, net of taxes		—			—			1,679			—			12,969
Gain on sale of discontinued operations, net of taxes		—			—			100,332			—			100,332
Net income	$	16,553		$	678		$	124,271		$	46,171		$	137,258
Basic net income per share:
Income from continuing operations	$	0.03		$	0.00		$	0.04		$	0.09		$	0.05
Income from discontinued operations, net of income taxes		—			—			0.00			—			0.02
Gain on sale of discontinued operations, net of income taxes		—			—			0.21			—			0.21
Net income	$	0.03		$	0.00		$	0.25		$	0.09		$	0.28
Weighted-average shares used in basic net income per share calculations		485,540			488,916			488,303			487,731			486,935
Diluted net income per share:
Income from continuing operations	$	0.03		$	0.00		$	0.04		$	0.09		$	0.05
Income from discontinued operations, net of income taxes		—			—			0.00			—			0.02
Gain on sale of discontinued operations, net of income taxes		—			—			0.21			—			0.21
Net income	$	0.03		$	0.00		$	0.25		$	0.09		$	0.28
Weighted-average shares used in diluted net income per share calculations		489,791			494,244			494,066			492,747			492,698

EX-99.2

Exhibit 99.2

N E W S   R E L E A S E

Atmel Announces Planned Retirement of Chief Financial Officer

SAN JOSE, CA, October 30, 2007 . . . Atmel^® Corporation (NASDAQ: ATML) announced today that Robert Avery, Vice President, Finance and Chief Financial Officer, plans to retire during the first quarter of 2008. He will remain actively involved in the management of the company until his successor is appointed.

“Serving as CFO for Atmel has been a privilege and my decision to retire comes at a point when I look forward to devoting more time to my family and my many other personal interests” said Robert Avery. “I hope that my service over the years has contributed to the strong foundation from which the Company will continue to grow and profit and I plan to continue working closely with my colleagues to ensure a seamless transition. I am excited by the fresh focus and energy Steve Laub has brought to Atmel and am confident the new management team will lead the Company to continuing successes.”

Commenting on Avery’s retirement after a tenure of over 18 years, President and CEO Steve Laub said, “Bob has made extraordinary contributions and unwavering commitment to the service and benefit of Atmel. His integrity and leadership have been instrumental in helping build Atmel into an industry leader and more recently to transform Atmel to a higher growth and more profitable company. He has been an outstanding business partner. On behalf of the Board and other members of the management team, we thank him for his many contributions.”

The company has commenced a process to name his successor including a review of both internal and external candidates and expects to make an announcement during the first quarter of 2008.

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.

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