-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TJLYZp3IetYgWURuz7oUJTDF6OrV7Pa9ZRJof4J8MzvFrsItTl88Xq7svn2cX0B3 8y/+IPqbOyYPuKptAypTUg== 0001116679-05-002440.txt : 20051003 0001116679-05-002440.hdr.sgml : 20051003 20051003164441 ACCESSION NUMBER: 0001116679-05-002440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050927 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20051003 DATE AS OF CHANGE: 20051003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMTECH CORP CENTRAL INDEX KEY: 0000088941 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952119684 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06395 FILM NUMBER: 051118161 BUSINESS ADDRESS: STREET 1: 200 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012-8790 BUSINESS PHONE: 8054982111 MAIL ADDRESS: STREET 1: 200 FLYNN ROAD STREET 2: 200 FLYNN ROAD CITY: CAMARILLO STATE: CA ZIP: 93012-8790 8-K 1 sem8k.htm SEPTEMBER 27, 2005

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

        Date of report (Date of earliest event reported)                  September 27, 2005                            

 

Semtech Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-6395

95-2119684

(Commission File Number)

(IRS Employer Identification No.)

 

200 Flynn Road

Camarillo, California

93012-8790

(Address of Principal Executive Offices)

(Zip Code)

 

805-498-2111

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 1.01.

Entry into a Material Definitive Agreement

 

On September 27, 2005, Semtech Corporation (the “Company”) announced that the employment of Jason L. Carlson, President and Chief Executive Officer, had terminated effective immediately by mutual agreement.

Effective September 27, 2005, John D. “Jack” Poe, Chairman of the Board of Directors (“Board”), will serve as acting Chief Executive Officer on an interim basis until a replacement has been identified and assumes the Chief Executive Officer role. On October 3, 2005 and on the recommendation of the Compensation Committee of the Board, the Board determined that Mr. Poe will be paid $50,000 per month for these services, with the amount subject to future review by the Compensation Committee.

 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

On September 27, 2005, the Company announced that the employment of Mr. Carlson, President and Chief Executive Officer, had terminated effective immediately by mutual agreement. In addition, Mr. Carlson resigned as a member of the Board.

 

With respect to severance benefits, the Company entered into an agreement with Mr. Carlson when he joined the Company in 2002. The agreement, described in Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2005, generally provides that Mr. Carlson will receive base salary continuation and continuation of health insurance and other standard benefits for twenty-six weeks. The agreement also provides that these benefits are contingent upon signing of a non-compete agreement and full release of all claims and obligations. As negotiation of the definitive severance agreement with the covenant not to compete and release of claims is not yet complete, there can be no assurance that there will not be changes to Mr. Carlson's severance arrangement from that contemplated by the 2002 agreement.

 

Effective September 27, 2005, Mr. Poe, Chairman of the Board, will serve as acting Chief Executive Officer on an interim basis until a replacement has been identified and assumes the Chief Executive Officer role.

Mr. Poe will be paid $50,000 per month for these services, with the amount subject to future review by the Compensation Committee of the Board.

 

Mr. Poe, age 53, has been a Director of the Company since 1985 and has served as Chairman of the Board since March 1998. He was Chief Executive Officer of the Company from October 1985 to October 2003 and served as President of the Company from October 1985 until November 2002. He is the owner of Kirschbaum LLC, a private farming company.

 

There is no family relationship between Mr. Poe and any of the other directors or executive officers of the Company. Since the beginning of the fiscal year, there has not been any transaction and no there is no currently proposed transaction, or series of similar transactions, involving Mr. Poe, or deemed to involve Mr. Poe, of the type described in Item 404(a) of SEC Regulation S-K.

 

.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

October 3, 2005

SEMTECH CORPORATION

 

 

By: /s/ David G. Franz  

 

       David G. Franz.

 

       Chief Financial Officer

 

 

 

 

 

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