10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended October 2, 2004

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission File Number: 0-19299

Integrated Circuit Systems, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	23-2000174
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2435 Boulevard of the Generals

Norristown, Pennsylvania 19403

(Address of principal executive offices)

(610) 630-5300

(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

As of November 9, 2004, there were 70,294,300 shares of Common Stock; $0.01 par value, outstanding.

INTEGRATED CIRCUIT SYSTEMS, INC.

INDEX

		Page Number
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited):
	Consolidated Balance Sheets (Unaudited): October 2, 2004 and July 3, 2004	3
	Consolidated Statements of Operations (Unaudited): Period Ended October 2, 2004 and September 27, 2003	4
	Consolidated Statements of Cash Flows (Unaudited): Period Ended October 2, 2004 and September 27, 2003	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	20
PART II.	OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 6.	Exhibits	21

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PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)

(Unaudited)

	October 2, 2004			July 3, 2004
ASSETS
Current Assets:
Cash and cash equivalents	$	68,098		$	68,973
Marketable securities		111,669			126,606
Accounts receivable, net		50,367			45,717
Inventory, net		21,446			18,772
Deferred income taxes		22,759			22,759
Prepaid assets		4,223			6,309
Other current assets		793			880
Total current assets		279,355			290,016
Property and equipment, net		20,364			19,254
Long term investments		5,000			5,000
Intangibles		44,307			27,842
Goodwill Prepaid long-term maintenance contracts		35,422 4,781			35,422 —
Other assets		57			62
Total assets	$	389,286		$	377,596
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Lease payable	$	119		$	82
Accounts payable		18,012			17,557
Accrued salaries and bonus		1,323			2,811
Accrued expenses and other current liabilities		6,025			5,707
Income taxes payable		4,193			3,576
Total current liabilities		29,672			29,733
Deferred tax and other liabilities		11,733			11,638
Total liabilities		41,405			41,371
Commitments and contingencies
Shareholders’ equity:
Preferred Stock, authorized 5,000; none issued		—			—
Common stock, $0.01 par, authorized 300,000; Issued 72,790 and 72,701 shares, as of October 2, 2004 and July 3, 2004, respectively		728			727
Additional paid in capital		284,996			282,569
Retained earnings		117,289			107,140
Deferred compensation		(921	)		—
Treasury stock, at cost, 2,475 shares, as of October 2, 2004 and July 3, 2004		(54,211	)		(54,211	)
Total shareholders’ equity		347,881			336,225
Total liabilities and shareholders’ equity	$	389,286		$	377,596

See accompanying notes to consolidated financial statements.

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INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands)

(Unaudited)

	Period Ended
	Oct. 2, 2004			Sept. 27, 2003
Revenue:	$	66,096		$	65,285
Cost and expenses:
Cost of sales		26,772			26,436
Research and development		10,187			9,308
Amortization of Video research and development costs		7,051			—
Selling, general and administrative		10,070			9,215
Amortization of intangibles		935			575
Operating income		11,081			19,751
Interest and other income		681			881
Interest expense		(15	)		(136	)
Income before income taxes		11,747			20,496
Income taxes		1,598			3,215
Net income	$	10,149		$	17,281
Basic income per share:
Net income	$	0.14		$	0.25
Diluted income per share:
Net income	$	0.14		$	0.24
Weighted average shares outstanding – basic		70,263			70,453
Weighted average shares outstanding – diluted		71,373			73,279

See accompanying notes to consolidated financial statements.

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INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Period Ended
	Oct. 2, 2004			Sept. 27, 2003
Cash flows from operating activities:
Net income	$	10,149		$	17,281
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,534			2,408
Amortization of Video research & development costs		7,051			—
Gain on sale of assets		(260	)		(504	)
Tax benefit of stock options		254			5,250
Deferred income taxes		121			891
Changes in assets and liabilities:
Accounts receivable		(4,650	)		(2,329	)
Inventory		(2,674	)		(617	)
Other assets, net		2,170			375
Prepaid long-term maintenance contracts		(4,781	)		—
Accounts payable, accrued expenses and other current liabilities		(643	)		4,933
Restructuring costs		(72	)		(509	)
Accrued interest expense		—			(23	)
Income taxes payable		617			(3,424	)
Net cash provided by operating activities		9,816			23,732
Cash flows from investing activities:
Purchases of marketable securities		(29,698	)		(14,936	)
Sales/Maturities of marketable securities		45,000			6,374
Capital expenditures		(2,736	)		(2,089	)
Video business unit asset purchase		(24,450	)		—
Other		15			39
Net cash used in investing activities		(11,869	)		(10,612	)
Cash flows from financing activities:
Exercise of stock options		960			9,173
Shares purchased through stock purchase plan		256			199
Purchase of treasury stock		—			(3,871	)
Repayment of long-term debt		—			(4,250	)
Capital lease payments		(38	)		(29	)
Net cash provided by financing activities		1,178			1,222
Net (decrease) increase in cash and cash equivalents		(875	)		14,342
Cash and cash equivalents:
Beginning of period	$	68,973		$	118,038
End of period	$	68,098		$	132,380

See accompanying notes to consolidated financial statements.

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INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(unaudited)

(1) INTERIM ACCOUNTING POLICY

The accompanying financial statements have not been audited. In the opinion of our management, the accompanying consolidated financial statements reflect all adjustments (consisting only of normal recurring accruals) necessary to present fairly our financial position at October 2, 2004 and results of operations and cash flows for the interim periods presented.

Certain footnote information has been condensed or omitted from these financial statements. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended July 3, 2004. Results of operations for the three months ended October 2, 2004 are not necessarily indicative of results to be expected for the full year.

Per SEC’s Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies,” we have determined the critical principles by considering accounting policies that involve the most complex or subjective decisions or assessments. We state these accounting policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the consolidated financial statements contained in our Annual Report on Form 10-K for our fiscal year ended July 3, 2004. There were no significant changes to our critical accounting polices during the three months ended October 2, 2004.

Reporting Periods

Our fiscal year is a 52/53 week operating cycle that ends on the Saturday nearest June 30. Unless otherwise noted, all periods presented herein represent a 13-week operating cycle.

Stock Options

We have adopted the disclosure provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”, and continue to apply Accounting Principles Board Opinion (“APB”) No. 25 “Accounting for Stock Issued to Employees” and related interpretations in accounting for stock options issued to employees and directors. Stock options granted to employees typically have an exercise price equal to the fair market value of our common stock and vest ratably over four years. However, since the value of an option bears a direct relationship to our stock price, it is an effective incentive for management to create value for shareholders. We therefore view stock options as a critical component of our long-term performance-based compensation philosophy.

SFAS No. 148, “Accounting for Stock-Based Compensation” amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. This statement is effective for financial statements for fiscal years ending after December 15, 2002. We adopted this statement during the third quarter of fiscal year 2003.

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We apply APB 25 and related interpretations in accounting for stock option plans. Our policy is to grant stock options at the fair market value of the underlying stock at the date of grant. Accordingly, compensation expense is generally recognized only when options are granted with a discounted exercise price. Any resulting compensation expense is recognized ratably over the associated service period, which is generally the option vesting term. Had compensation cost been recognized consistent with SFAS No. 123, as amended by SFAS No. 148, our consolidated net earnings and earnings per share for the three months ending October 2, 2004 and September 27, 2003 would have been as follows (in thousands except per share data):

	Period Ended
	Oct. 2, 2004		Sept. 27, 2003
Net income, as reported	$	10,149	$	17,281
Add: Stock-based employee compensation expense included in reported net earnings, net of related tax effects (1)		26		159
Less: Total stock-based employee compensation expense determined under the fair value method for all awards, net of related tax effects		4,835		4,418
Net income, pro forma	$	5,340	$	13,022
Basic earnings per share:
As reported	$	0.14	$	0.25
Pro forma	$	0.08	$	0.18
Diluted earnings per share:
As reported	$	0.14	$	0.24
Pro forma	$	0.08	$	0.18
Diluted common shares:
As reported		71,373		73,279
Pro forma		71,178		71,484

(1) In the Company’s Form 10-Q for the three months ending September 27, 2003, the stock-based employee compensation expense included in reported net earnings was reported as $244,000 for that respective period. This amount has been adjusted as shown above to provide for the related tax effects.

SFAS No. 123 requires the use of option pricing models that were not developed for use in valuing employee stock options. The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. Because the company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in the opinion of management, the existing models might not provide a reliable single measure of the fair value of employee stock options.

New Accounting Pronouncements

In September 2004, the FASB approved issuance of Staff Position (“FSP”) EITF 03-1-1, “Effective Date of Paragraphs 10 through 20 of EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“EITF 03-1”). FSP EITF 03-1-1 delays the effective date of paragraphs 10 through 20 of EITF 03-1 as they

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relate to recognition of other-than-temporary impairment for cost method and marketable investments. This deferral will extend until a Staff Position is issued to provide clarification of the guidance presented in paragraphs 10 through 20. Effective July 4, 2004, we adopted all other provisions of EITF Issue 03-1, including measurement guidance for evaluating whether an impairment has occurred for marketable securities and cost method investments. Adoption of these requirements did not have a material effect on the results of operations. Effective December 31, 2004, additional disclosures are also required for cost method investments. The effect of implementing the final provisions of paragraphs 10 through 20 cannot currently be estimated due to the pending implementation issues, but is not expected to be material to the results of future operations.

On October 22, 2004, the American Jobs Creation Act of 2004 was enacted in the United States. We are currently evaluating the impact of this new law on our operations and effective tax rate. At this time, we are unable to determine the effects of this new law and will continue to analyze its potential impact as guidance is made available.

On October 4, 2004, President George W. Bush signed the “Working Families Tax Relief Act of 2004”, which retroactively reinstated the research tax credit to the June 30, 2004 expiration date. This change in the law will not have a material impact on the results of future operations.

(2) ACQUISITION

In the first quarter of fiscal year 2005 we acquired assets for a purchase price of $24.5 million and formed the Video business unit, which provides us with the technology and the capability to develop a family of high performance mixed signal products for the high definition and digital video/imaging market. The purchase consisted of intellectual property and a team of proven engineers. Some of these assets had a short useful life and resulted in $7.1 million of amortization expense in the first quarter of fiscal year 2005. The remaining assets consist of a database valued at $16.2 million with a useful life of 8 years and an assembled workforce valued at $1.2 million with a useful life of 9 years.

(3) MARKETABLE SECURITIES

Investments in marketable securities primarily consist of short-term commercial paper. During the three months ended October 2, 2004, proceeds from the maturities of marketable securities were used for the acquisition of intangible assets related to the Video business unit.

(4) INVENTORY

Inventory is valued at the lower of cost or market. Cost is determined by the first in, first out (FIFO) method. The components of inventories are as follows (in thousands):

	Oct. 2, 2004			July 3, 2004
Raw Materials	$	7,700		$	8,237
Work-in-process		9,007			7,953
Finished parts		11,342			9,296
Less: Obsolescence reserve		(6,603	)		(6,714	)
	$	21,446		$	18,772

A total of $0.3 million in inventory was scrapped in the first three months ended October 2, 2004.

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(4) DEBT

On March 1, 2004 we entered into a revolving credit loan agreement, which will terminate March 1, 2007. The revolving credit loan agreement allows us to draw down to a maximum balance of $20.0 million in increments of not less than $500,000. At our option, the unpaid balance shall bear interest at the available LIBOR Based Rate (as defined) or the Prime Based Rate (as defined). A commitment fee on the average daily-unused portion of the revolving credit loan balance will be due and payable on a quarterly basis. The commitment fee will be between .20% (.0020) and .25% (.0025) based on the funded debt to EBITDA ratio calculated the previous quarter. There was no outstanding balance on our revolving credit loan agreement as of October 2, 2004.

Our revolving credit loan agreement requires the maintenance of specified financial ratios, including a fixed charge coverage ratio, a funded debt to EBITDA ratio, a liquidity ratio, a minimum tangible net worth, and it imposes financial limitations. The current revolving credit loan agreement also restricts our ability to pay dividends to the holders of our common stock. At October 2, 2004 we were in compliance with all of these covenants

In connection with the acquisition of Micro Networks Corporation (“MNC)” in fiscal year 2002, we entered into a revolving credit and term loan facility dated December 31, 2001, which would have terminated December 31, 2004. The facility enabled us to draw down $45.0 million under the term loan and $10.0 million under the revolving credit facility. At our option, the interest rate under the term loan was either (1) an annual base rate, which is the higher of (i) a rate of interest announced from time to time by the lenders’ administrative agent as the base rate (“Base Rate”) or (ii) the sum of the federal funds rate plus 0.5% per annum or (2) London Interbank Offer Rate (“LIBOR”) plus 1.75%. At our option, the interest rate under the revolving credit facility was either (1) the Base Rate or (2) the LIBOR Rate plus a pre-formulated margin. During the first quarter of fiscal year 2004, we paid down $4.2 million of the term loan. During the second quarter of fiscal 2004, we made the final payment of $5.8 million on our term loan. This loan agreement was terminated in the third quarter of fiscal year 2004.

(5) RESTRUCTURING COST

On January 4, 2002, we acquired Micro Networks Corporation (“MNC”) for $74.9 million, net of cash acquired. We acquired MNC to gain access to technology that we believe will enhance the performance of our silicon timing products, strengthening our position within existing strategic markets such as servers and storage systems. In connection with the acquisition of MNC, we put in place a restructuring plan for the purpose of making MNC more efficient by reducing the workforce, combining facilities and moving some manufacturing operations offshore, which is still in process. The purchase price includes $5.6 million in purchase accounting liabilities and write-down of fixed assets.

From the date of the acquisition until the end of fiscal 2004, one plant in Bloomfield, CT was shut down and the fixed assets associated were disposed of. Sixty-four manufacturing personnel, both line and management, were laid off. In addition we planned to move the assembly process to offshore plants. During fiscal year 2004, goodwill was adjusted due to the reversal of a portion of the restructuring reserve. As of October 2, 2004 the restructuring reserve has been fully utilized.

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The following table summarizes the activity of the restructuring reserve since inception:

(in thousands)	Original Plan Date 1/2002		Utilization 2002		Balance 6/2002		Utilization 2003		Balance 6/2003		Utilization 2004		Adjustments 2004			Balance 6/2004		Utilization 2005		Balance 10/2004
Plant Closing Costs	$	1,214	$	27	$	1,187	$	472	$	715	$	420	$	223		$	72	$	72	$	—
Personnel Costs		2,017		437		1,580		1,151		429		496		(67	)		—	$	—	$	—
Write-down of Fixed Assets		2,407		—		—		—		—		—		—			—	$	—	$	—
Total	$	5,638	$	464	$	2,767	$	1,623	$	1,144	$	916	$	156		$	72	$	72	$	—

(6) CAPITAL STOCK

In September 2001, we announced a repurchase program, which authorized the purchase, from time to time, of 2.0 million shares of our common stock on the open market. In October 2002, we announced that our Board of Directors approved an increase in the number of shares to be repurchased under this repurchase program to 3.0 million. As of October 2, 2004, we had repurchased 2.5 million shares for $54.2 million.

Subsequent to October 2, 2004 our Board of Directors approved an increase in the number of shares to be repurchased under the repurchase program by 2.0 million shares for a total of 5.0 million shares authorized for repurchase. There are 2.5 million shares available for repurchase.

As of October 2, 2004, additional paid in capital increased $2.4 million from the July 3, 2004 balance as the result of the exercise of stock options, the tax benefit relating to the exercises of non-qualified stock options, the purchase of our stock by employees in our stock purchase plan, and restricted stock grant(s).

On August 5, 2004 we issued restricted stock to certain employees. The issuance of this restricted stock resulted in deferred compensation of $0.9 million in the first quarter of fiscal 2005. The deferred compensation is amortized over four years. The amortization of deferred compensation is $40,000 in the first quarter of fiscal 2005.

(7) INDUSTRY AND SEGMENT INFORMATION

Factors used in determining the reportable business segments include the nature of operating activities, existence of separate senior management teams, and the type of information presented to the company’s chief operating decision maker to evaluate all results of operations.

We operate and track our results in one operating segment. We design, develop and sell silicon timing devices for various electronics applications. The nature of our products and operating activities, as well as selling methods, is consistent among all of our products. We have one senior management team and the information is presented to the company’s chief operating decision maker to evaluate all results as one operating segment. All of our products are similar as they are sold for the purpose of sequencing and synchronizing electronic operations. Over 90% of the products are integrated circuits. Less than 10% of the products are based on surface acoustic wave technology.

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(8) NET INCOME PER SHARE

Basic net income per share is based on the weighted-average number of common shares outstanding excluding contingently issuable or returnable shares that contingently convert into common stock upon certain events. Diluted net income per share is based on the weighted average number of common shares outstanding and diluted potential common shares outstanding. At October 2, 2004 and September 27, 2003, there were 1.3 million and 16,000 options outstanding, respectively, that are excluded from the diluted net income per share calculation because their inclusion would have had an antidilutive effect on EPS.

The following table sets forth the computation of net income (numerator) and shares (denominator) for earnings per share:

	Period Ended
	Oct. 2, 2004		Sept. 27, 2003
Numerator (in thousands):
Net income	$	10,149	$	17,281
Denominator (in thousands):
Weighted average shares outstanding used for basic income per share		70,263		70,453
Common stock equivalents		1,110		2,826
Weighted average shares outstanding used for diluted income per share		71,373		73,279

(9) COMPREHENSIVE INCOME

Total comprehensive income represents net income plus the results of certain equity changes not reflected in the condensed consolidated statements of operations. The components of total comprehensive income are shown below.

	Period Ended
	Oct. 2, 2004			Sept. 27, 2003
Net income	$	10,149		$	17,281
Other comprehensive income:
Foreign currency translation		(2	)		—
Total comprehensive income	$	10,147		$	17,281

(10) INCOME TAX

Our effective income tax rate was 13.6% for the first three months of fiscal year 2005 as compared to 15.7% in the prior year period. The effective tax rate for fiscal years 2005 and 2004 reflects the tax-exempt status of our Singapore operation, which has been given pioneer status, or exemption of taxes on non-passive income, for five years as stated in

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our agreement with the Economic Development Board of Singapore. The five-year period ends December 31, 2007. This is stated in our agreement with the Economic Development Board of Singapore. The pioneer status is contingent upon ICS meeting certain investment criteria in fixed assets, personnel, and technology. We do not currently calculate deferred taxes on our investment in our Singapore operations, as all undistributed earnings are permanently reinvested back into the Singapore facility. If we were to record deferred taxes on our investment, the amount would be a liability of approximately $73.2 million as of October 2, 2004.

Our projected effective income tax rate for fiscal 2005 does not take into account a new election that is available under the U.S. income tax rules regarding the allocation between U.S. and foreign jurisdictions tax deductions attributable to employee stock option compensation. If we take advantage of this election, it could detrimentally affect our effective income tax rate. We have not yet determined the impact that the election would have on us.

(11) CONTINGENCIES

From time to time, various inquiries, potential claims and charges and litigation (collectively “claims”) are made, asserted or commenced by or against us, principally arising from or related to contractual relations and possible patent infringement. We believe that any such claims currently pending, individually and in aggregate, have been adequately reserved and will not have any material adverse effect in terms of liquidity and in terms of the financial statements as a whole, although no assurance can be made in this regard.

We indemnify certain customers for fees and damages and costs awarded against them in certain circumstances in which our products are alleged to infringe third party intellectual property rights, including patents, registered trademarks, or copyrights. To date, we have not paid or been required to defend any indemnification claims, and accordingly, we have not accrued any amounts for our indemnification obligations. However, there can be no assurances that we will not have any future financial exposure under those indemnification obligations.

(12) CUSTOMERS

In fiscal year 2001, we entered into an Investment and Stock Trade Agreement (the “Agreement”) with Maxtek Technology Co. Ltd. (“Maxtek”), an international stocking representative in Taiwan and China. We invested in approximately 10% of Maxtek, or 4.0 million shares, at $4.0 million. The Agreement states that if Maxtek fails to successfully complete a public offering by December 5, 2005, we, at our sole option, have the right to demand immediate repurchase of all 4.0 million shares, at the original purchase price plus accrued annual interest (commercial rate set by the Central Bank of China) during the said period.

From December 2002 through August 2003 we sold 3.0 million shares or 75% of our ownership of Maxtek for a total gain of $0.9 million during this period. During the first quarter of fiscal 2004, Maxtek declared a stock dividend. As a result of this dividend, our ownership is 1.3 million shares or approximately 2.5% of Maxtek.

Maxtek, our international stocking representative for our PC business in Taiwan and China, represented approximately 22% of our sales for the first three months of fiscal year 2005, and 22% in the prior year period. Additionally, sales to Lacewood International Corp, representing business in Hong Kong and China, and Magic Island International representing business in Korea, entities that are commonly controlled by the owners’ of Maxtek, were approximately 16% and 7% of our sales for the first three months of fiscal year 2005, respectively, and 19% for Lacewood in the prior year period.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Except for the historical statements and discussions contained herein, statements contained in this Report on Form 10-Q constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, such as when we describe what we believe, expect or anticipate will occur, and other similar statements. You must remember that our expectations may not be correct. While we believe these expectations and projections are reasonable, such forward-looking statements are inherently subject to risks, uncertainties and assumptions about us, including, among other things:

• Our dependence on continuous introduction of new products based on the latest technology

• The intensely competitive semiconductor and personal computer component industries

• Our dependence on the personal computer industry and third-party silicon wafer fabricators and assemblers of semiconductors

• Risks associated with international business activities and acquisitions and integration of acquired companies or product lines

• Our dependence on proprietary information and technology and on key personnel

• Our product liability exposure and the potential unavailability of insurance

• General economic conditions, including economic conditions related to the semiconductor and personal computer industries

We do not guarantee that the transactions and events described in this Form 10-Q will happen as described or that they will happen at all. You should read this Form 10-Q completely and with the understanding that actual future results may be materially different from what we expect. We disclaim any intention or obligation to update these forward-looking statements, even though our situation will change in the future.

Executive Summary

We design, develop and market silicon timing devices that emit timing signals used to sequence and synchronize electronic operations to ensure that information is interpreted at the right time and speed. Our silicon timing devices are used in computing systems, such as PCs, workstations, disk drives and printers, as well as in a wide range of digital consumer products, such as digital set-top boxes, HDTVs, games consoles, digital audio and imaging products and video game consoles. Increasingly, our silicon timing devices are also being used in products within the communications infrastructure industry, including Internet backbone, access and networking equipment, such as optical switches, routers, cable and DSL modems, servers and storage area networks. All digital devices require a timing signal and those with any degree of complexity require silicon timing devices to time and synchronize their various operations. Additionally, we now offer surface acoustic wave (“SAW”) technology to develop high performance products for optical networking and wireless infrastructure markets.

Prices for our products are predominantly a function of their position in the product life cycle, design complexity, competitive environment, the price of alternative solutions such as crystal oscillators and overall market demand. We recognize revenue upon transfer of title, and substantially all of our sales are made on the basis of purchase orders rather than long-term agreements.

During the quarter we acquired assets and formed the Video Business Unit. This purchase gives us the capability to develop a family of high performance mixed signal products for the high definition and digital video/imaging market.

Our revenues for the first quarter of fiscal 2005 were $66.1 million, an increase of $0.8 million or 1.2% compared to revenues for the prior year quarter. The revenue increase in the first quarter of fiscal 2005 compared to the first quarter of fiscal 2004 was primarily attributable to increased demand in our communications and digital consumer end markets offset by reduced demand in our PC and military products. In general, as we look ahead to the second quarter of fiscal 2005, we expect overall revenues to be flat to down 8%, compared to the first quarter of fiscal 2005.

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Gross margin remained flat at 59.5% for the quarter ended October 2, 2004 as compared to the prior year quarter. Gross margin for the quarter ending January 1, 2005 is expected to be 58.5% to 59.5%

Research and development, and selling, general and administrative expenses for the three months ended October 2, 2004 were $27.3 million, which was $8.8 million higher than the three months ended September 27, 2003. This increase is due to the amortization of $7.1 million for assets with a short useful life related to the purchase of assets for the Video business unit and legal and consulting fees related to this purchase.

Our total cash and marketable securities, including long term investments, decreased $15.8 million during the first three months of fiscal 2005. The decrease is due to the purchase of assets for the Video business unit for $24.5 million, which was offset by increases in cash from operating and financing activities of $9.8 million and $1.2 million, respectively.

Results of Operations

The following table sets forth, for the periods indicated, the percentage relationship to revenue of certain cost, expense and income items. The table and the subsequent discussion should be read in conjunction with the financial statements and the notes thereto:

	Period Ended
	Oct. 2, 2004		Sept. 27, 2003
Revenues	100.0	%	100.0	%
Gross margin	59.5		59.5
Research and development	15.4		14.3
Amortization of Video research and development costs	10.7		—
Selling, general and administrative	15.2		14.1
Amortization of intangibles	1.4		0.8
Operating income	16.8		30.3
Interest and other income	1.0		1.3
Interest expense	(0.0	)	(0.2	)
Income before income taxes	17.8		31.4
Income taxes	2.4		4.9
Net income	15.4	%	26.5	%

FIRST QUARTER FISCAL YEAR 2005 AS COMPARED TO FIRST QUARTER FISCAL YEAR 2004

Revenue. Revenue was $66.1 million for the first quarter ended October 2, 2004, an increase of $0.8 million from the prior year quarter. The increase is attributable to increased demand in our communications and digital consumer end markets by approximately 28% offset by reduced demand in our PC and military products by approximately 43%. Our average selling price for our products decreased 3.1%, while the volume increased 4.5% compared to prior year quarter.

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The following is a summary of revenue percentages by end market:

	Q1 FY2005		Q1 FY2004		Year over Year Revenue Growth
PC	43	%	46	%	-6	%
Digital Consumer	17	%	16	%	8	%
Communications	34	%	29	%	20	%
Other	6	%	9	%	-37	%

Foreign revenue, which includes shipments of products to foreign companies as well as offshore subsidiaries of US multinational companies, was 75.5% of total revenue for the first quarter of fiscal year 2005 as compared to 74.7% of total revenue in the prior year quarter. Our sales are denominated in U.S. dollars, which minimizes foreign currency risk.

Gross Margin. Gross margin represents net revenue less cost of sales. Cost of sales was $26.8 million for the quarter ended October 2, 2004, an increase of $0.3 million from the prior year quarter, principally because of higher revenues. Cost of sales as a percentage of total revenue was 40.5% for the first quarter of fiscal year 2005 and the prior year quarter. Cost of sales includes: the cost of purchasing the finished silicon wafers manufactured by independent foundries, costs associated with assembly, packaging, testing, quality assurance, product yields and the cost of personnel and equipment associated with manufacturing support.

Research and Development Expense. Research and development (“R&D”) expense was $17.2 million for the first quarter of fiscal year 2005, an increase of $7.9 million from the prior year quarter. This increase is due to the amortization of $7.1 million for assets with a short useful life related to the purchase of assets for the Video business unit. Refer to footnote 2 for additional information. Excluding this charge, R&D expense increased $0.9 million in the first quarter of fiscal year 2005 as compared to the prior year quarter. The increase is attributable to the hiring of additional personnel which resulted in an additional $0.7 million in compensation expense in the first quarter of fiscal 2005. As a percentage of revenue, R&D increased to 26.1% in the first quarter of fiscal year 2005 as compared to 14.3% in the prior year period.

R&D costs consist primarily of the salaries and related expenses of engineering employees engaged in research, design and development activities, costs related to design tools, supplies and services and facilities’ expenses. The level of research and development expenditures as a percentage of net revenues will vary from period to period, depending, in part, on the level of net revenues and, in part, on our success in recruiting the technical personnel needed for our new product introductions and process development. We continuously attempt to control expense levels in all areas including research and development. However, we continue to make substantial investments in research and development to enhance our product offerings, which in turn are critical to our future growth.

Selling, General, Administrative. Selling, general and administrative expense (“SG&A”) was $10.1 million for the first quarter of fiscal year 2005, an increase of $0.9 million from the prior year quarter. The increase is attributable to legal and consulting fees of $0.6 million related to the acquisition of assets for the Video business unit. As a percentage of total revenue, SG&A expenses increased to 15.2% in the first quarter of fiscal year 2005 as compared to 14.1% in the prior year quarter. SG&A expenses consist mainly of salaries and related expenses, sales commissions, and professional and legal fees.

Included in SG&A in fiscal 2005 is the amortization of deferred compensation for restricted stock issued in the first quarter of fiscal 2005. Included in SG&A in fiscal 2004 is the amortization of deferred compensation for options issued in fiscal 2002 below fair market value. The amortization of deferred compensation is $40,000 in the first quarter of fiscal 2005 as compared to $0.2 million in the first quarter of fiscal 2004.

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Amortization of Intangibles. Amortization of intangibles was $0.9 million for the first quarter of fiscal year 2005 as compared to $0.6 million in the prior year quarter. Intangibles consist of assets acquired in connection with the acquisition of MNC and assets acquired for the Video business unit. The increase is due to the additional amortization of intangible assets related to the acquisition of assets for the Video business unit.

Operating Income. In dollar terms, operating income was $11.1 million in the first quarter of fiscal year 2005 compared to $19.8 million in the first quarter of fiscal year 2004. The decrease is due to the $7.1 million charge to R&D for amortization of assets with a short useful life related to the purchase of assets for the Video business unit. Expressed as a percentage of revenue, operating income was 16.8% and 30.3% in the first quarter of fiscal year 2005 and the prior year quarter, respectively.

Interest Expense. Interest expense was $15,000 in the first quarter of fiscal year 2005 and $0.1 million in the first quarter of fiscal year 2004. This decrease is due to lower debt balances.

Interest and Other Income. Interest and other income was $0.7 million for the quarter ended October 2, 2004 and $0.9 million in the prior year quarter. The first quarter of fiscal year 2004 includes a gain of $0.3 million related to the sale of our investment in Maxtek.

Income Tax Expense. Our effective income tax rate was 13.6% for the first quarter of fiscal year 2005 as compared to 15.7% in the prior year period. The effective tax rate for fiscal years 2005 and 2004 reflects the tax-exempt status of our Singapore operation, which has been given pioneer status, or exemption of taxes on non-passive income, for five years as stated in our agreement with the Economic Development Board of Singapore. The five-year period ends December 31, 2007. We do not currently calculate deferred taxes on our investment in our Singapore operations, as all undistributed earnings are permanently reinvested back into the Singapore facility. If we were to record deferred taxes on our investment, the amount would be a $73.2 million liability as of October 2, 2004.

INDUSTRY FACTORS

Our strategy has been to develop new products and introduce them ahead of the competition in order to have them selected for design into products of leading OEMs. Our newer components, which include advanced motherboard FTG components, data communication components and memory components, are examples of this strategy. However, there can be no assurance that we will continue to be successful in these efforts or that further competitive pressures would not have a material impact on revenue growth or profitability.

We include customer-released orders in our backlog, which may generally be canceled with 45 days advance notice without significant penalty to the customers. Accordingly, we believe that our backlog, at any time, should not be used as a measure of future revenues.

The semiconductor and personal computer industry, in which we participate, is generally characterized by rapid technological change, intense competitive pressure, and, as a result, products price erosion. Our operating results can be impacted significantly by the introduction of new products, new manufacturing technologies, rapid changes in the demand for products, decreases in the average selling price over the life of a product and our dependence on third-party wafer suppliers. Our operating results are subject to quarterly fluctuations as a result of a number of factors, including competitive pressures on selling prices, availability of wafer supply, fluctuation in yields, changes in the mix of products sold, the timing and success of new product introductions and the scheduling of orders by customers. We believe that our future quarterly operating results may also fluctuate as a result of Company-specific factors, including pricing pressures on our more mature FTG components, continuing demand for our Application Specific Standard Products, acceptance of our newly introduced components and market acceptance of our customers’ products. Due to the effect of these factors on future operations, past performance may be a limited indicator in assessing potential future performance.

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LIQUIDITY AND CAPITAL RESOURCES

At October 2, 2004, our principal sources of liquidity included cash and marketable securities of $179.8 million as compared to the July 3, 2004 balance of $195.6 million. Net cash provided by operating activities was $9.8 million in the first three months of fiscal year 2005, as compared to $23.7 million in the prior year period. This decrease is attributable to expenses related to the acquisition of assets for the Video business unit. Our days sales outstanding increased from 58 days at July 3, 2004 to 65 days at October 2, 2004 as a result of back ended shipments during the quarter ending October 2, 2004. Inventory turns decreased from 5.1 times at July 3, 2004 to 4.8 times at October 2, 2004.

Purchases for property and equipment were $2.7 million in the first three months of fiscal year 2005 as the company invested in production capacity and research and development versus $2.1 million in the prior year period.

Purchases of marketable securities were $29.7 million in the first three months of fiscal year 2005 compared to $14.9 in the prior year period. During this period, we invested more funds in the three to six month ranges.

In fiscal year 2001, we entered into an Investment and Stock Trade Agreement (the “Agreement”) with Maxtek, an international stocking representative in Taiwan and China. We invested in approximately 10% of Maxtek, or 4.0 million shares, at $4.0 million. The Agreement states that if Maxtek fails to successfully complete a public offering by December 5, 2005, we, at our sole option, have the right to demand immediate repurchase of all 4.0 million shares, at the original purchase price plus accrued annual interest (commercial rate set by the Central Bank of China) during the said period.

From December 2002 through August 2003 we sold 3.0 million shares or 75% of our ownership of Maxtek for a total gain of $0.9 million during this period. During the first quarter of fiscal 2004, Maxtek declared a stock dividend. As a result of this dividend, our ownership is 1.3 million shares or approximately 2.5% of Maxtek.

Maxtek, an international stocking representative for our PC business in Taiwan and China, represented approximately 22% of our sales for the first three months of fiscal year 2005, and 22% in the prior year period. Additionally, sales to Lacewood International Corp, representing business in Hong Kong and China, and Magic Island International representing business in Korea, entities that are commonly controlled by the owners’ of Maxtek, were approximately 16% and 7% of our sales for the first three months of fiscal year 2005, respectively, and 19% for Lacewood in the prior year period.

During the first three months of fiscal 2005, we received $1.0 million from the exercise of stock options.

In September 2001, we announced a stock repurchase program, which authorized the purchase, from time to time, of 2.0 million shares of our common stock on the market. In October 2002, we announced that our Board of Directors approved an increase in the number of shares to be repurchased under this repurchase program to 3.0 million. In October 2004, we announced that our Board of Directors approved an increase in the number of shares to be repurchases by an additional 2.0 million for a total of 5.0 million shares authorized for repurchase. As of October 2, 2004, we had repurchased 2.5 million shares for $54.2 million.

On January 4, 2002, we acquired MNC, net of cash, for $74.9 million. We believe that by acquiring MNC we now have access to technology that will broaden our offering of silicon timing products to strengthen our position within strategic markets such as servers, storage systems and communications. In connection with the acquisition of MNC, we put in place a restructuring plan for the purpose of making MNC more efficient by reducing the work force, combining facilities and moving some manufacturing operations offshore, which is still in process. The purchase price included $5.6 million in purchase accounting liabilities and write-down of fixed assets.

From the date of the acquisition until the end of fiscal 2004, one plant in Bloomfield, CT was shut down and the fixed assets associated were disposed of. Sixty-four manufacturing personnel, both line and management, were laid off. In addition we planned to move the assembly process to offshore plants.

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The following table summarizes the activity of the restructuring reserve since inception:

(in thousands)	Original Plan Date 1/2002		Utilization 2002		Balance 6/2002		Utilization 2003		Balance 6/2003		Utilization 2004		Adjustments 2004			Balance 6/2004		Utilization 2005		Balance 10/2004
Plant Closing Costs	$	1,214	$	27	$	1,187	$	472	$	715	$	420	$	223		$	72	$	72	$	—
Personnel Costs		2,017		437		1,580		1,151		429		496		(67	)		—	$	—	$	—
Write-down of Fixed Assets		2,407		—		—		—		—		—		—			—	$	—	$	—
Total	$	5,638	$	464	$	2,767	$	1,623	$	1,144	$	916	$	156		$	72	$	72	$	—

During fiscal year 2004, goodwill was adjusted due to the reversal of a portion of the restructuring reserve. The results of MNC have been included in the consolidated financial statements since the acquisition date.

On March 1, 2004 we entered into a revolving credit loan agreement, which will terminate March 1, 2007. The revolving credit loan agreement allows us to draw down to a maximum balance of $20.0 million in increments of not less than $500,000. At our option, the unpaid balance shall bear interest at the available LIBOR Based Rate (as defined) or the Prime Based Rate (as defined). A commitment fee on the average daily-unused portion of the revolving credit loan balance will be due and payable on a quarterly basis. The commitment fee will be between .20% (.0020) and .25% (.0025) based on the funded debt to EBITDA ratio calculated the previous quarter. There was no outstanding balance on our revolving credit loan agreement as of October 2, 2004.

Our revolving credit loan agreement requires the maintenance of specified financial ratios, including a fixed charge coverage ratio, a funded debt to EBITDA ratio, a liquidity ratio, a minimum tangible net worth, and imposes financial limitations. In addition, the loan agreement restricts our ability to pay dividends to the holders of our common stock. At October 2, 2004, we were in compliance with the covenants.

Off-Balance Sheet Arrangements

Our purchase obligations consist of purchase commitments with our manufacturers and are based on a six-month rolling forecast. The purchase commitments are utilized to ensure capacity at our various manufacturers.

The following summarizes our significant contractual obligations and commitments as of October 2, 2004 (in thousands):

Contractual Obligations	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
(in thousands)
Long-Term Debt	$	—	$	—	$	—	$	—	$	—
Operating Leases		11,854		2,208		7,627		1,779		240
Purchase Obligations		25,446		25,446		—		—		—
Total	$	37,300	$	27,654	$	7,627	$	1,779	$	240

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Operating leases primarily consist of leased facilities that we utilize in various locations.

We believe that the funds on hand together with funds expected to be generated from our operations as well as borrowings under our bank revolving credit facility will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next twelve months. Thereafter, we may need to raise additional funds in future periods to fund our operations and potential acquisitions if any. We may also consider conducting future equity or debt financings if we perceive an opportunity to access the capital markets on a favorable basis, within the next twelve months or thereafter. Any such additional financing, if needed, might not be available on reasonable terms or at all. Failure to raise capital when needed could seriously harm our business and results of operations. If additional funds would be raised through the issuance of equity securities or convertible debt securities, the percentage of ownership of our shareholders would be reduced. Furthermore, such equity securities or convertible debt securities might have rights, preferences or privileges senior to our common stock.

New Accounting Pronouncements

In September 2004, the FASB approved issuance of Staff Position (“FSP”) EITF 03-1-1, “Effective Date of Paragraphs 10 through 20 of EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“EITF 03-1”). FSP EITF 03-1-1 delays the effective date of paragraphs 10 through 20 of EITF 03-1 as they relate to recognition of other-than-temporary impairment for cost method and marketable investments. This deferral will extend until a Staff Position is issued to provide clarification of the guidance presented in paragraphs 10 through 20. Effective July 4, 2004, we adopted all other provisions of EITF Issue 03-1, including measurement guidance for evaluating whether an impairment has occurred for marketable securities and cost method investments. Adoption of these requirements did not have a material effect on the results of operations. Effective December 31, 2004, additional disclosures are also required for cost method investments. The effect of implementing the final provisions of paragraphs 10 through 20 cannot currently be estimated due to the pending implementation issues, but is not expected to be material to the results of future operations.

On October 22, 2004, the American Jobs Creation Act of 2004 was enacted in the United States. We are currently evaluating the impact of this new law on our operations and effective tax rate. At this time, we are unable to determine the effects of this new law and will continue to analyze its potential impact as guidance is made available.

On October 4, 2004, President George W. Bush signed the “Working Families Tax Relief Act of 2004”, which retroactively reinstated the research tax credit to the June 30, 2004 expiration date. This change in the law will not have a material impact on the results of future operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exposures

Our sales are denominated in U.S. dollars and accordingly, we do not use forward exchange contracts to hedge exposures denominated in foreign currencies or any other derivative financial instruments for trading or speculative purposes. The effect of an immediate 10% change in exchange rates would not have a material impact on our future operating results or cash flows.

The company had interest expense of $15,000 for the first three months of fiscal year 2005 and consists of the commitment fee for our revolving credit loan agreement. We had no outstanding debt during the first quarter of fiscal year 2005; therefore, there is no potential increase in interest expense for the first three months of fiscal year 2005 from hypothetical 2% adverse change in variable interest rates.

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Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. Based on their evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of October 2, 2004, the Company’s president, chief executive officer and chief financial officer (principal executive officer and principal financial officer) have concluded that the Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and are operating in an effective manner.

Changes in internal controls. There have not been any changes in the Company’s internal controls over financial reporting during the quarter ended October 2, 2004 that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Shares are repurchased in open-market transactions pursuant to a stock repurchase program announced in September 2001. Up to 5.0 million shares of our common stock have been authorized for repurchase under the repurchase program of which 2.5 million shares remain to be repurchased. The repurchase program does not have an expiration date. We did not repurchase any shares in the open market in the current quarter ended October 2, 2004.

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Item 6. Exhibits

(a) The following is a list of exhibits filed as part of the Form 10-Q:

10.1	Non-Qualified Stock Option Notice under the 2000 Long-Term Equity Incentive Plan
10.2	Incentive Stock Option Notice under the 2000 Long-Term Equity Incentive Plan
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hock E. Tan
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Justine F. Lien

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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 thereunto duly authorized.

	INTEGRATED CIRCUIT SYSTEMS, INC.
Date: November 12, 2004	By:	/s/ Hock E. Tan
		Hock E. Tan
		President and Chief Executive Officer
Date: November 12, 2004	By:	/s/ Justine F. Lien
		Justine F. Lien
		Vice President, Finance and Chief Financial Officer
		(Principal financial & accounting officer)

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EXHIBIT INDEX

Number	Description
10.1	Non-Qualified Stock Option Notice under the 2000 Long-Term Equity Incentive Plan
10.2	Incentive Stock Option Notice under the 2000 Long-Term Equity Incentive Plan
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Hock E. Tan
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Justine F. Lien

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EX-10.1

Exhibit 10.1

INTEGRATED CIRCUIT SYSTEMS, INC.

2000 LONG-TERM EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION NOTICE

Integrated Circuit Systems, Inc. (the “Company”), hereby grants to                      (the “Optionee”) an option to purchase                      shares of the Company’s common stock (the “Option”). The Option is subject to the terms set forth herein, and in all respects is subject to the terms and provisions of the Integrated Circuit Systems, Inc. 2000 Long-Term Equity Incentive Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are incorporated herein by this reference. Except as otherwise specified herein or unless the context requires otherwise, the terms defined in the Plan shall have the same meanings when used herein.

1. Nature of the Option. The Option is not intended to be an incentive stock option described by Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Date of Grant; Term of Option. The grant of this Option is effective as of                      (the “Date of Grant”), contingent upon the Optionee’s commencement of service with or for the Company. This Option may not be exercised later than                      (the date that is ten (10) years after the Date of Grant, hereinafter referred to as the “Expiration Date”), subject to earlier termination or cancellation, as provided in the Plan or Section 6 hereof.

3. Option Exercise Price. The total cost to the Optionee to purchase, pursuant to this Option Notice, one Share is $             .

4. Exercise of Option. The Option shall be exercisable during its term only in accordance with the terms and provisions of the Plan and this Option Notice, as follows:

(a) Right to Exercise. This Option shall vest and be fully exercisable in increments of 25% of the Shares subject hereto (the “Option Shares”) on each anniversary of the Date of Grant (the “Vesting Date”), provided the Optionee remains continuously engaged in service with or for the Company or any Subsidiary through such Vesting Date, as follows:

Option Shares	Vesting Date
__________	__________
__________	__________
__________	__________
__________	__________

(b) Method of Exercise. The Optionee may exercise the Option as follows:

(i) Written Notice. The Optionee shall provide the Company with written notice of his or her election to exercise this Option, and shall make such representations and agreements as to his investment intent with respect to the Option Shares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company.

(ii) Payment of Purchase Price. The written notice shall be accompanied by payment of the purchase price in the manner described in Section 4(c), and by any other agreements required by the terms of the Plan.

(iii) Share Certificates. The Optionee will have no right to receive dividends and will have no other rights as a shareholder with respect to such Option Shares notwithstanding the exercise of the Option, until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the share certificate(s) evidencing the Option Shares that are being issued upon exercise of the Option. The Company will issue (or cause to be issued) such share certificates promptly following the exercise of the Option. The certificate(s) for the Shares as to which the Option shall be exercised shall be registered in the name of the Optionee.

(c) Method of Payment. The method of payment of the purchase price shall be as follows:

(i) Cash Payment. The purchase price for any or all of the Shares to be acquired may be paid in cash by wire transfer, certified check or bank check, in each case payable to the order of the Company.

(ii) Cashless Payment. The purchase price for any or all of the Shares to be acquired may be paid by: (1) surrender of Shares held by or for the account of the Optionee with a Fair Market Value per Share, as of the exercise date, equal to the purchase price multiplied by the number of Shares to be purchased, (2) simultaneous sale through a broker reasonably acceptable to the Committee of Option Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board, or (3) the surrender of any exercisable but unexercised portion of the Option having an Option Spread (as defined below) equal to the purchase price multiplied by the number of Shares to be purchased. The “Option Spread” of a surrendered portion of the Option means, as of the exercise date, an amount equal to the excess of the total Fair Market Value of the Shares underlying the surrendered portion of the Option over the total exercise price of the Shares underlying the surrendered portion of the Option. In the event the Optionee elects to pay the purchase price payable with respect to an Option

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pursuant to clause (1) or (3) above, then (i) only a whole number of shares may be tendered (or withheld) in payment, and (ii) the Optionee must present evidence acceptable to the Board that he or she has owned any Shares so tendered under clause (1) (or has owned a number of Shares at least equal to the number of Shares to be so withheld under clause (3)), and that such Shares have not been subject to a substantial risk of forfeiture, for at least six months prior to the date of exercise.

(d) Partial Exercise. The Option may be exercised in whole or in part; provided, however, that any exercise may apply only with respect to a whole number of Option Shares.

(e) Restrictions on Exercise. This Option may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation or warranty to the Company as may be required by or advisable under any applicable law or regulation.

5. Investment Representations. Unless the Option Shares have been registered under the Securities Act of 1933, in connection with the acquisition of this Option, the Optionee represents and warrants as follows:

(a) The Optionee is acquiring this Option, and upon exercise of this Option, the Optionee will be acquiring the Option Shares for investment for his or her own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof.

(b) The Optionee has a preexisting business or personal relationship with the Company or one of its directors, officers or controlling persons and by reason of the Optionee’s business or financial experience, has, and could be reasonably assumed to have, the capacity to protect his or her interests in connection with the acquisition of this Option and the Option Shares.

6. Termination of Relationship with the Company. Notwithstanding any provision of this Section 6, this Option shall not be exercisable after the expiration of the term set forth in Section 2 hereof.

(a) Generally. If the Optionee’s employment, consulting or other relationship with the Company terminates for any reason other than Retirement, Disability, death, Change in Control, or Cause, the Option (to the extent exercisable at the time of such termination) may be exercised at any time within thirty (30) days after the date of such termination, provided that the Optionee does not engage in Competition during such 30-day period. To the extent that the Option was not exercisable at the time of such termination, or to the extent the Option is not exercised within the time specified herein, the Option will terminate.

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(b) Retirement. If the Optionee’s employment, consulting or other relationship with the Company or any Subsidiary terminates due to Retirement, the Option (to the extent exercisable at the time of such termination) may be exercised at any time within ninety (90) days after the date of such termination, provided that the Optionee does not engage in Competition during such 90-day period, unless the Optionee has received the written consent of the Committee. To the extent that the Option was not exercisable at the time of such termination, or to the extent the Option is not exercised within the time specified herein, the Option will terminate.

(c) Disability. If the Optionee’s employment, consulting or other relationship with the Company or any Subsidiary terminates due to Disability, this Option may be exercised by the Optionee or his legal guardian or representative at any time within 180 days of termination, but in any case only to the extent the Optionee was entitled to exercise this Option at the date of such termination; provided, however, that if the disabled Optionee commences any employment or engagement (including, but not limited to, full or part-time employment or independent consulting work) during the aforementioned 180-day period, this Option will terminate immediately and automatically. To the extent that the Option was not exercisable at the date of termination, or to the extent the Option is not exercised within the time specified herein, the Option will terminate.

(d) Death. If the Optionee’s employment, consulting or other relationship with the Company or any Subsidiary terminates due to his death, this Option will remain exercisable 180 days after the date of death by the Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but, in any case, only to the extent the Optionee was entitled to exercise this Option at the date of such termination. To the extent that the Option was not exercisable at the date of termination, or to the extent the Option is not exercised within the time specified herein, the Option will terminate.

(e) Change in Control. If the Optionee’s employment, consulting or other relationship with the Company or any Subsidiary terminates for any reason within one year after a Change in Control, the Option shall immediately vest and be exercisable as to all Option Shares upon such termination, and shall remain so until the Expiration Date.

(f) Cause. If the Optionee’s employment, consulting or other relationship with the Company or any Subsidiary is terminated for Cause (other than a termination for Cause within one year after a Change in Control), the Option will immediately and automatically expire and the Optionee shall have no further rights therein.

7. Forfeiture of Option and Option Stock.

(a) Forfeiture. Notwithstanding any other provision of this Option, but subject nevertheless to paragraph (b) of this Section 7, the Option shall become nonexercisable and shall be forfeited if the Optionee’s employment, consulting or other relationship is

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terminated for Cause, or if the Board of Directors in its sole discretion determines that the Optionee has, at any time that the Option is otherwise exercisable in whole or in part, engaged in Competition with the Company or any Subsidiary as an employee, officer, director, consultant or otherwise. In the event of such a determination, or termination for Cause, in addition to the immediate forfeiture of all unexercised Options, the Optionee shall forfeit all Option Shares for which the Company has not yet delivered Share certificates to the Optionee and the Company shall refund to the Optionee the Option price paid to it, if any, in the same form as it was paid (or in cash at the Company’s discretion). Notwithstanding anything herein to the contrary, but subject nevertheless to paragraph (b) of this Section 7, the Company may further withhold delivery of Share certificates pending the resolution of any inquiry that could lead to a determination resulting in forfeiture. If, following delivery of Share certificates, the Optionee engages in Competition with the Company or any Subsidiary, the Company may cancel such Shares and refund the lesser of the purchase price or the value of such Shares to the Optionee.

(b) Inapplicability after Change in Control. Paragraph (a) of this Section 7 shall not apply if the Optionee’s employment, consulting or other relationship with the Company or any Affiliate terminates for any reason within one year after a Change in Control.

8. Transferability. Unless the Committee determines otherwise, the option shall not be transferable by the Optionee other than by will or the laws of descent and distribution, or to the Optionee’s Family Member pursuant to a qualified domestic relations order as defined by the Code. With the approval of the Committee in each instance, an option under the Plan may be transferred by a Optionee to a Family Member by gift. Unless the Committee determines otherwise, the Option may be exercised only by the Optionee, or by his or her guardian or legal representative; by his or her Family Member if such person has acquired the Option pursuant to a qualified domestic relations order (or by any gift permitted by the Committee); or by his or her executor or administrator or any person to whom the Option is transferred by will or the laws of descent and distribution; provided that incentive stock options within the meaning of Section 422 of the Code may be exercised by any Family Member, guardian or legal representative only if permitted by the Code and any regulations thereunder. All provisions of the Plan shall in any event continue to apply to the Option if transferred, and any transferee of the Option shall be bound by all provisions of the Plan as and to the same extent as the Optionee.

9. No Continuation of Employment. Neither the Plan nor the Option shall confer upon any Optionee any right to continue in the service of the Company or any Subsidiary or limit, in any respect, the right of the Company or any Subsidiary, as applicable, to discharge the Optionee at any time, with or without cause and with or without notice.

10. Withholding. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable or property transferable to Optionee any taxes required to be withheld by federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no

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consideration is payable to the Optionee, upon the request of the Company, the Optionee (or such other person entitled to exercise the Option pursuant to Section 6 hereof) shall pay to the Company an amount sufficient for the Company to satisfy any federal, state or local tax withholding requirements it may incur, as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon the exercise of this Option.

11. The Plan. This Option is subject to, and the Company and the Optionee agree to be bound by, all of the terms and conditions of the Plan, as amended from time to time. Pursuant to the Plan, the Board or the Committee is authorized to adopt rules and regulations not inconsistent with the Plan as it shall deem appropriate. The Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that Optionee has read and is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan.

12. Entire Agreement. This Option Notice, together with the Plan and any exhibits attached thereto or hereto, represent the entire agreement between the parties.

13. Governing Law. This Option Notice shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of laws.

14. Amendment. Subject to the provisions of the Plan, this Option Notice may only be amended by a writing signed by each of the parties hereto.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this instrument as of the      day of                    .

By:

Title:

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ACKNOWLEDGMENT

The Optionee acknowledges receipt of the Option Notice and the Plan, a copy of which is attached hereto, and represents that he or she has read and is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors or the Committee upon any questions arising under the Plan.

Date:
	Signature of Optionee
	Name of Optionee
	Address
	City, State, Zip Code

EX-10.2

Exhibit 10.2

INTEGRATED CIRCUIT SYSTEMS, INC.

2000 LONG-TERM EQUITY INCENTIVE PLAN

INCENTIVE STOCK OPTION NOTICE

Integrated Circuit Systems, Inc. (the “Company”), hereby grants to                     (the “Optionee”) an option to purchase                      shares of the Company’s common stock (the “Option”). The Option is subject to the terms set forth herein, and in all respects is subject to the terms and provisions of the Integrated Circuit Systems, Inc. 2000 Long-Term Equity Incentive Plan (the “Plan”) applicable to incentive stock options, which terms and provisions are incorporated herein by this reference. Except as otherwise specified herein or unless the context requires otherwise, the terms defined in the Plan shall have the same meanings when used herein.

1. Nature of the Option. The Option is intended to be an incentive stock option described by Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) to the extent that it satisfies Section 422(d) of the Code. To the extent that this Option does not satisfy the requirements of Section 422(d) of the Code, it will be a non-qualified stock option.

2. Date of Grant; Term of Option. The grant of this Option is effective as of                      (the “Date of Grant”), contingent upon, if the Optionee was offered employment with the Company or any Subsidiary, the Optionee’s commencement of employment with the Company or Subsidiary respectively. This Option may not be exercised later than                      (the date that is ten (10) years after the Date of Grant, hereinafter referred to as the “Expiration Date”), subject to earlier termination or cancellation, as provided in the Plan or Section 6 hereof.

3. Option Exercise Price. The total cost to the Optionee to purchase, pursuant to this Option Notice, one Share is $            , the Fair Market Value on the Date of Grant.

4. Exercise of Option. The Option shall be exercisable during its term only in accordance with the terms and provisions of the Plan and this Option Notice, as follows:

(a) Right to Exercise. This Option shall vest and be exercisable in increments of 25% of the Shares subject hereto (the “Option Shares”) on each anniversary of the Date of Grant (the “Vesting Date”), provided the Optionee remains continuously employed by the Company or any Subsidiary through such Vesting Date, as follows:

Option Shares	Vesting Date
__________	__________
__________	__________
__________	__________
__________	__________

(b) Method of Exercise. The Optionee may exercise the Option as follows:

(i) Written Notice. The Optionee shall provide the Company with written notice of his or her election to exercise this Option, and shall make such representations and agreements as to his investment intent with respect to the Option Shares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company.

(ii) Payment of Purchase Price. The written notice shall be accompanied by payment of the purchase price in the manner described in Section 4©, and by any other agreements required by the terms of the Plan.

(iii) Share Certificates. The Optionee will have no right to receive dividends and will have no other rights as a shareholder with respect to such Option Shares notwithstanding the exercise of the Option, until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the share certificate(s) evidencing the Option Shares that are being issued upon exercise of the Option. The Company will issue (or cause to be issued) such share certificates promptly following the exercise of the Option. The certificate(s) for the Shares as to which the Option shall be exercised shall be registered in the name of the Optionee.

( c) Method of Payment. The method of payment of the purchase price shall be as follows:

(i) Cash Payment. The purchase price for any or all of the Shares to be acquired may be paid in cash by wire transfer, certified check or bank check, in each case payable to the order of the Company.

(ii) Cashless Payment. The purchase price for any or all of the Shares to be acquired may be paid by: (1) surrender of Shares held by or for the account of the Optionee with a Fair Market Value per Share, as of the exercise date, equal to the purchase price multiplied by the number of Shares to be purchased, (2) simultaneous sale through a broker reasonably acceptable to the Committee of Option Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board, or (3) the surrender of any exercisable but unexercised portion of the Option having an Option Spread (as defined below) equal to the purchase price multiplied by the number of Shares to be purchased. The “Option Spread” of a surrendered portion of the Option means, as of the exercise date, an amount equal to the excess of the total Fair Market Value of the Shares underlying the surrendered portion of the Option over the total exercise price of the Shares underlying the surrendered portion of the Option. In the event the Optionee elects to pay the purchase price payable with respect to an Option

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pursuant to clause (1) or (3) above, then (i) only a whole number of shares may be tendered (or withheld) in payment, and (ii) the Optionee must present evidence acceptable to the Board that he or she has owned any Shares so tendered under clause (1) (or has owned a number of Shares at least equal to the number of Shares to be so withheld under clause (3)), and that such Shares have not been subject to a substantial risk of forfeiture, for at least six months prior to the date of exercise.

(d) Partial Exercise. The Option may be exercised in whole or in part; provided, however, that any exercise may apply only with respect to a whole number of Option Shares.

(e) Restrictions on Exercise. This Option may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation or warranty to the Company as may be required by or advisable under any applicable law or regulation.

5. Investment Representations. Unless the Option Shares have been registered under the Securities Act of 1933, in connection with the acquisition of this Option, the Optionee represents and warrants as follows:

(a) The Optionee is acquiring this Option, and upon exercise of this Option, the Optionee will be acquiring the Option Shares for investment for his or her own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof.

(b) The Optionee has a preexisting business or personal relationship with the Company or one of its directors, officers or controlling persons and by reason of the Optionee’s business or financial experience, has, and could be reasonably assumed to have, the capacity to protect his or her interests in connection with the acquisition of this Option and the Option Shares.

6. Termination of Relationship with the Company. Notwithstanding any provision of this Section 6, this Option shall not be exercisable after the expiration of the term set forth in Section 2 hereof.

(a) Generally. If the Optionee terminates employment with the Company or any Subsidiary for any reason other than Retirement, Disability, death, Change in Control, or Cause, the Option (to the extent exercisable at the time of such termination) may be exercised at any time within thirty (30) days after the date of such termination, provided that the Optionee does not engage in Competition during such 30-day period. To the extent that the Option was not exercisable at the time of such termination, or to the extent the Option is not exercised within the time specified herein, the Option will terminate.

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(b) Retirement. If the Optionee’s employment by the Company or any Subsidiary terminates due to Retirement, the Option (to the extent exercisable at the time of such termination) may be exercised at any time within ninety (90) days after the date of such termination, provided that the Optionee does not engage in Competition during such 90-day period, unless the Optionee has received the written consent of the Committee. To the extent that the Option was not exercisable at the time of such termination, or to the extent the Option is not exercised within the time specified herein, the Option will terminate.

(c) Disability. If the Optionee’s employment by the Company or any Subsidiary terminates due to Disability, this Option may be exercised by the Optionee or his legal guardian or representative at any time within 180 days of termination, but in any case only to the extent the Optionee was entitled to exercise this Option at the date of such termination; provided, however, that if the disabled Optionee commences any employment or engagement (including, but not limited to, full or part-time employment or independent consulting work) during the aforementioned 180-day period, this Option will terminate immediately and automatically. To the extent that the Option was not exercisable at the date of termination, or to the extent the Option is not exercised within the time specified herein, the Option will terminate.

(d) Death. If the Optionee’s employment by the Company or any Subsidiary terminates due to his death, this Option will remain exercisable 180 days after the date of death by the Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but, in any case, only to the extent the Optionee was entitled to exercise this Option at the date of such termination. To the extent that the Option was not exercisable at the date of termination, or to the extent the Option is not exercised within the time specified herein, the Option will terminate.

(e) Change in Control. If the Optionee’s employment with the Company or any Subsidiary terminates for any reason within one year after a Change in Control, the Option shall immediately vest and be exercisable as to all Option Shares upon such termination, and shall remain so until the Expiration Date.

(f) Cause. If the Optionee’s employment with the Company or any Subsidiary is terminated for Cause (other than a termination for Cause within one year after a Change in Control), the Option will immediately and automatically expire and the Optionee shall have no further rights therein.

7. Forfeiture of Option and Option Stock.

(a) Forfeiture. Notwithstanding any other provision of this Option, but subject nevertheless to paragraph (b) of this Section 7, the Option shall become nonexercisable and shall be forfeited if the Optionee’s employment is terminated for Cause, or if the Board of Directors in its sole discretion determines that the Optionee has, at any time that the Option is otherwise exercisable in whole or in part, engaged in Competition with the Company or an

- 4 -

Subsidiary as an employee, officer, director, consultant or otherwise. In the event of such a determination, or termination for Cause, in addition to the immediate forfeiture of all unexercised Options, the Optionee shall forfeit all Option Shares for which the Company has not yet delivered Share certificates to the Optionee and the Company shall refund to the Optionee the Option price paid to it, if any, in the same form as it was paid (or in cash at the Company’s discretion). Notwithstanding anything herein to the contrary, but subject nevertheless to paragraph (b) of this Section 7, the Company may further withhold delivery of Share certificates pending the resolution of any inquiry that could lead to a determination resulting in forfeiture. If, following delivery of Share certificates, the Optionee engages in Competition with the Company or any Subsidiary, the Company may cancel such Shares and refund the lesser of the purchase price or the value of such Shares to the Optionee.

(b) Inapplicability after Change in Control. Paragraph (a) of this Section 7 shall not apply if the Optionee’s employment with the Company or any Subsidiary terminates for any reason within one year after a Change in Control.

8. Transferability. Unless the Committee determines otherwise, the option shall not be transferable by the Optionee other than by will or the laws of descent and distribution, or to the Optionee’s Family Member pursuant to a qualified domestic relations order as defined by the Code. With the approval of the Committee in each instance, an option under the Plan may be transferred by a Optionee to a Family Member by gift. Unless the Committee determines otherwise, the Option may be exercised only by the Optionee, or by his or her guardian or legal representative; by his or her Family Member if such person has acquired the Option pursuant to a qualified domestic relations order (or by any gift permitted by the Committee); or by his or her executor or administrator or any person to whom the Option is transferred by will or the laws of descent and distribution; provided that incentive stock options within the meaning of Section 422 of the Code may be exercised by any Family Member, guardian or legal representative only if permitted by the Code and any regulations thereunder. All provisions of the Plan shall in any event continue to apply to the Option if transferred, and any transferee of the Option shall be bound by all provisions of the Plan as and to the same extent as the Optionee.

9. No Continuation of Employment. Neither the Plan nor this Option shall confer upon any Optionee any right to continue in the service of the Company or a Subsidiary or limit, in any respect, the right of the Company or any Subsidiary, as applicable, to discharge the Optionee at any time, with or without Cause and with or without notice.

10. Withholding. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable or property transferable to Optionee any taxes required to be withheld by federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon the request of the Company, the Optionee (or such other person entitled to exercise the Option pursuant to Section 6 hereof) shall pay to the

- 5 -

Company an amount sufficient for the Company to satisfy any federal, state or local tax withholding requirements it may incur, as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon the exercise of this Option.

11. The Plan. This Option is subject to, and the Company and the Optionee agree to be bound by, all of the terms and conditions of the Plan, as amended from time to time. Pursuant to the Plan, the Board or the Committee is authorized to adopt rules and regulations not inconsistent with the Plan as it shall deem appropriate. The Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that Optionee has read and is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan.

12. Entire Agreement. This Option Notice, together with the Plan and any exhibits attached thereto or hereto, represent the entire agreement between the parties.

13. Governing Law. This Option Notice shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the application of the principles of conflicts of laws.

14. Amendment. Subject to the provisions of the Plan, this Option Notice may only be amended by a writing signed by each of the parties hereto.

15. Early Disposition of Stock. Subject to the fulfillment by Optionee of any conditions limiting the disposition of Shares received under this Option, Optionee hereby agrees that if Optionee disposes of any Shares received under this Option within one (1) year after such Option Shares were transferred to Optionee or two (2) years after the date as of which this Option was granted, Optionee will notify the Company in writing within thirty (30) days after the date of such disposition.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this instrument as of the      day of                     .

By:

Title:

- 6 -

ACKNOWLEDGMENT

The Optionee acknowledges receipt of the Option Notice and the Plan, a copy of which is attached hereto, and represents that he or she has read and is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors or the Committee upon any questions arising under the Plan.

Date:
	Signature of Optionee
	Name of Optionee
	Address
	City, State, Zip Code

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF

INTEGRATED CIRCUIT SYSTEMS, INC.

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Hock E. Tan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Integrated Circuit Systems, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) [Intentionally omitted pursuant to transition reporting permitted under SEC Release No 33-8238];

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12 2004	/s/ Hock E. Tan
	Hock E. Tan
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER OF

INTEGRATED CIRCUIT SYSTEMS, INC.

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Justine F. Lien, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Integrated Circuit Systems, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) [Intentionally omitted pursuant to transition reporting permitted under SEC Release No 33-8238];

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2004	/s/ Justine F. Lien
	Justine F. Lien
	Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Integrated Circuit Systems, Inc. (the “Company”) for the period ending October 2, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hock E. Tan, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Hock E. Tan

Hock E. Tan

Chief Executive Officer

November 12, 2004

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Integrated Circuit Systems, Inc. (the “Company”) on Form 10-Q for the period ending October 2, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Justine F. Lien, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Justine F. Lien

Justine F. Lien

Chief Financial Officer

November 12, 2004