8-K 1 a4648658.txt SEMTECH CORPORATION 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: May 25, 2004 Semtech Corporation (Exact name of registrant as specified in its charter) Delaware 1-6395 95-2119684 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) 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) ================================================================================ -1- Item 7. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits Exhibit 99.1 Press Release of the Registrant dated May 25, 2004. (This Exhibit 99.1 is being furnished and shall not be deemed "filed" as set forth in Items 9 and 12 hereof.) Item 9. Regulation FD Disclosure ------------------------ On May 25, 2004, the Registrant issued a press release containing forward looking statements, including with respect to its future performance and financial results. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Item 9 (including the exhibit hereto) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 9 (including the exhibit hereto) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to this Item 9 in such filing. Item 12. Results of Operation and Financial Condition -------------------------------------------- On May 25, 2004, the Registrant issued a press release announcing its financial results for the first quarter of fiscal year 2005 that ended April 25, 2004. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Item 12 (including the exhibit hereto) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 12 (including the exhibit hereto) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to this Item 12 in such filing. -2- 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: May 25, 2004 SEMTECH CORPORATON By: /s/ David G. Franz, Jr. ------------------------ David G. Franz, Jr. Chief Financial Officer -3- INDEX TO EXHIBITS Exhibit Number Description of Document -------------- ----------------------- 99.1 Press Release of the Registrant dated May 25, 2004.