8-K

UNITED STATES

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 (Date of earliest event reported): April 19, 2013

MICREL,   INCORPORATED

(Exact name of Registrant as specified in its charter)

California	94-2526744
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

2180 Fortune Drive, San Jose, CA       95131

(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: (408) 944-0800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

INFORMATION TO BE INCLUDED IN REPORT

Item 1.01. Entry into a Material Definitive Agreement. 

On April 19, 2013, Micrel, Incorporated entered into a second amendment to its existing credit agreement with Bank of the West which was originally entered into on May 7, 2009.

The amendment to the credit agreement amends certain terms of the existing agreement, including an extension of the expiration date from April 30, 2013 to April 30, 2015 and the deletion of a minimum effective tangible net worth covenant. The amendment to the credit agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

Item 2.02. Results of Operations and Financial Condition.

On April 25, 2013, Micrel, Incorporated issued a press release announcing its financial results for the three months ended March 31, 2013. A copy of the press release is furnished as Exhibit 99.1 to this report. Such Information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) The following items are filed as exhibits to this report:
10.1	Second Amendment to Credit Agreement, dated as of April 19, 2013, by and between Bank of the West and Micrel, Incorporated.
99.1	Press release, dated April 25, 2013, issued by Micrel, Incorporated.

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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.

	MICREL, INCORPORATED
	(the Registrant)
By:	/s/ Clyde R. Wallin
	Clyde R. Wallin
	Vice President, Finance and
	Human Resources and
	Chief Financial Officer
(Principal Financial and Accounting Officer)

Dated: April 25, 2013

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INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
10.1	Second Amendment to Credit Agreement, dated as of April 19, 2013, by and between Bank of the West and Micrel, Incorporated.
99.1	Press release, dated April 25, 2013, issued by Micrel, Incorporated.

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

This Second Amendment to Credit Agreement (the "Amendment") is made and entered into as of April 19, 2013, by and between BANK OF THE WEST (the "Bank") and MICREL, INCORPORATED (the "Borrower") and, upon satisfaction of the conditions contained in this Amendment, is effective as of December 31, 2012.

This Amendment shall be deemed to be a part of and subject to that certain Credit Agreement dated as of May 7, 2009, as amended by a First Amendment dated as of April 22, 2011 and as further amended from time to time, and any and all addenda and riders thereto (collectively the "Agreement"). Unless otherwise defined herein, all terms used in this Amendment shall have the same meanings as in the Agreement. To the extent that any of the terms or provisions of this Amendment conflict with those contained in the Agreement, the terms and provisions contained herein shall control.

WHEREAS, the Borrower and the Bank mutually desire to extend and/or modify the Agreement.

NOW THEREFORE, for value received and hereby acknowledged, the Borrower and the Bank agree as follows:

1. Modification of Expiration Date. The Expiration Date provided for in Section 1.1.17 shall be extended to April 30, 2015.

2. Deletion of Financial Covenant. Section 5.2(i) is deleted in its entirety and replaced with the following: "(i) Intentionally Omitted."

3. Consent to Acquisition. The Bank hereby consents to the acquisition by the Borrower of PhaseLink Company Limited in April 2012. This consent is in addition to, and not in replacement of, the provision in Section 5.4 of the Agreement permitting the Borrower to make business acquisitions of up to $5,000,000 in any one fiscal year.

4. Conditions Precedent. As conditions precedent to the effectiveness of this Amendment, (a) duly executed counterpart copies of this Amendment shall have been delivered to and accepted by the Bank and (b) the Borrower shall pay to the Bank all of the Bank's out-of-pocket expenses in connection with the preparation and negotiation of this Amendment, and, upon satisfaction of such conditions, this Amendment shall be effective as of December 31, 2012.

5. Representations and Warranties. The Borrower hereby reaffirms the representations and warranties contained in the Agreement and represents that no event, which with notice or lapse of time, could become an Event of Default, has occurred or is continuing.

6. Confirmation of Other Terms and Conditions of the Agreement. Except as specifically provided in this Amendment, all other terms, conditions and covenants of the Agreement unaffected by this Amendment shall remain unchanged and shall continue in full force and effect and the Borrower hereby covenants and agrees to perform and observe all terms, covenants and agreements provided for in the Agreement, as hereby amended.

7. Governing Law. This Amendment shall be governed and construed in accordance with the laws of the State of California to which jurisdiction the parties hereto hereby consent and submit.

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8. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date first hereinabove written.

BANK:	BORROWER:
BANK OF THE WEST	MICREL, INCORPORATED

BY:	/s/Helen Huang	BY:	/s/ Ray Zinn
NAME:	Helen Huang, Vice President	NAME:	Raymond D. Zinn, President & CEO
	/s/ Helen Huang
		BY:	Clyde R. Wallin
		NAME:	Ray Wallin, Vice President, Finance & CFO
		ADDRESS:
		APR 19 2013
		2180 Fortune Drive
		San Jose, CA 95131

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CERTIFICATE OF RESPONSIBLE OFFICER

The undersigned hereby certifies to the Bank that (1) the Borrower has previously delivered to the Bank a true, correct and complete copy of its certificate of incorporation and by-laws (collectively, the “Delivered Organization Documents”), (2) since such delivery, there has been no changes in the Delivered Organization Documents, and no such document has been repealed, revoked, rescinded or amended in any respect and each remains in full force and effect, (3) the Borrower remains in good standing in the jurisdiction of its organization and in each jurisdiction where required by law, (4) the resolutions delivered to the Bank on or prior to the date of the Agreement authorize the execution, delivery and performance of the foregoing Amendment and have not been repealed, revoked, rescinded, amended or modified in any respect, (5) such resolutions authorize the person(s) holding the office(s) signing the Amendment on behalf of the Borrower (the “Authorized Executing Officer”) to execute the foregoing Amendment on behalf of the Borrwower, (6) the person(s) executing the foregoing Amendment on behalf of the Borrower has been duly elected and now holds the Authorized Executing Office set forth below or next to his or her name, and the signature set forth above is his or her true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of the Borrower, and (8) the Bank may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Bank.

/s/ Colin Sturt

Name:	Colin Sturt
	VP, General Counsel

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EX-99.1

Exhibit 99.1

Contact: Ray Wallin                                        

Micrel, Incorporated                    

2180 Fortune Drive

San Jose, CA 95131

Phone: (408) 944-0800

Press Release

MICREL REPORTS 2013 FIRST QUARTER

FINANCIAL RESULTS

• Revenues of $59.7 million, down 4.2% from the prior quarter

• GAAP net income of $5.2 million, or $0.09 per diluted share compared to a net loss of $0.08 per diluted share in the prior quarter

• Non-GAAP net income of $6.3 million, or $0.11 per diluted share compared to a net income of $0.08 per diluted share in the prior quarter

• Gross margin of 52.0%, compared to 50.3% in the prior quarter

• First quarter book to bill at 1:1

• Micrel declares a quarterly dividend of $0.0425 per share

San Jose, CA, Apr. 25, 2013 - Micrel, Incorporated (Nasdaq NM: MCRL), a leading global manufacturer of IC solutions for the worldwide high performance linear and power, LAN and timing and communications markets, today announced financial results for the first quarter ended March 31, 2013.

First quarter revenues totaled $59.7 million, a decrease of $2.6 million, or 4.2%, from $62.3 million in the fourth quarter of 2012. This decrease in revenues was driven by continued weakness in the computing and communications end-markets. Compared to the same period of last year, first quarter 2013 revenues were lower by $1.4 million, or 2.3%.

First quarter 2013 GAAP net income of $5.2 million, or $0.09 per diluted share, compares to fourth quarter 2012 GAAP net loss of $4.5 million, or a loss of $0.08 per diluted share, and GAAP net income of $5.9 million, or $0.10 per diluted share in the same period in 2012. First quarter 2013 non-GAAP net income of $6.3 million, or $0.11 per diluted share, compares to a fourth quarter 2012 non-GAAP net income of $4.7 million, or $0.08 per diluted share, and non-GAAP net income of $7.1 million, or $0.11 per diluted share in the same period of 2012. A reconciliation of the GAAP net income to non-GAAP net income is provided in the financial tables at the end of this press release. Non-GAAP results exclude the impact of stock-based compensation expense with the related tax effects and deferred tax asset adjustment.

Micrel Reports 2013 First Quarter Financial Results

April 25, 2013

Commenting on the first quarter 2013 results, Micrel's President and CEO Ray Zinn said, “We continue to face macro-economic challenges. At the top line, we saw weakness in the computing and communications end markets. This was partially offset by growth in sales in the consumer end market, where revenues increased nicely on a sequential quarterly basis. Bookings were solid in the quarter with a book to bill ratio of 1:1 driven by strength in the industrial end market. In addition, I was pleased with our operational execution as evidenced by an improved gross margin of 52.0% for the quarter, up sequentially from 50.3%. We remain keenly focused on expense management with a nearly $1.8 million sequential quarter reduction in operating expenses that helped expand operating margins compared to the prior quarter. We also continue to maintain a strong balance sheet and ended the first quarter with cash, cash equivalents, and short term investments of $111.7 million, or $1.89 per share providing Micrel with significant financial flexibility.”

Outlook

Mr. Zinn continued, “We are pleased with our financial management and our success in stabilizing gross margins.  In addition, we are also encouraged by the improvements we have seen in our industrial, auto and consumer end markets.  We believe that Micrel is executing at a high level from an operational perspective, and we will continue to remain intensely focused on expense management.  Looking ahead, I am excited about the new products that we are introducing and believe that they will be drivers of growth for Micrel in the years to come.

“Based upon current inventory levels and demand estimates, the Company projects second quarter 2013 revenue growth will be in a range of plus 2% to 6% on a sequential basis.  Gross profit margin is expected to be in the range of 51% to 52%.  In addition, the Company estimates that second quarter 2013 GAAP net income will be approximately $0.07 to $0.09 per diluted share,” Mr. Zinn concluded.

Dividend

The Company announced today that Micrel's Board of Directors has authorized a quarterly cash dividend of $0.0425 per share of common stock. The payment of this dividend will be made on May 22, 2013, to shareholders of record as of May 8, 2013.

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Micrel Reports 2013 First Quarter Financial Results

April 25, 2013

Conference Call

The Company will host a conference call today, April 25, 2013, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). President and Chief Executive Officer, Raymond Zinn, and Chief Financial Officer, Ray Wallin, will present an overview of the 2013 first quarter financial results, discuss current business conditions, and then respond to questions.

The call is available, live, to any interested party, on a listen-only basis, by dialing (866) 410-0553 and entering the participant code 824722 followed by the # key. For international callers, please dial (646) 583-7389 and enter the participant code 824722 followed by the # key. A live webcast will also be available at the 'Investors' section of Micrel's website at: www.micrel.com. An audio replay of the conference call will be available for all interested parties through May 2, 2013, by dialing (855) 410-0556 or (646) 583-7395 and entering the participant code 337159 followed by the # key. The webcast replay will also be available on the Company's website.

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Micrel Reports 2013 First Quarter Financial Results

April 25, 2013

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release includes statements that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about the following topics: our expectations regarding future financial results, including revenues, customer demand and inventories, order lead times, backlog, turns-fill requirements, net income, earnings per share, gross margin, average selling prices, the effect of cost-control efforts, supply chain constraints, channel inventory levels and trends, capacity utilization, development of new products, design wins and customer order patterns, and the nature and extent of macro-economic and industry trends. Forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially. Those risks and uncertainties include, but are not limited to, such factors as: softness in demand for our products; customer decisions to cancel, rescheduling, or delayed orders for our products; the effect that lead times and channel inventories have on the demand for our products; economic or financial difficulties experienced by our customers; the effect of business conditions in the computing, wireless, telecommunications and industrial markets; the impact of any previous or future acquisitions; changes in demand for the Company's products; the impact of competitive products and pricing and alternative technological advances; the accuracy of estimates used to prepare the Company's financial statements and forecasts; the global economic situation; the ability of the Company's vendors and subcontractors to supply or manufacture the Company's products in a timely manner; the timely and successful development and market acceptance of new products and upgrades to existing products; softness in the economy and the U.S. stock markets as a whole; fluctuations in the market price of Micrel's common stock and other market conditions; the difficulty of predicting our future cash needs; the nature of other investment opportunities available to the Company from time to time; Micrel's operating cash flow, and economic and industry projections. For further discussion of these risks and uncertainties, please refer to the documents the Company files with the SEC from time to time, including the Company's Annual Report on Form 10-K for the year ended December 31, 2012. All forward-looking statements are made as of today, and the Company disclaims any duty to update such statements.

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Micrel Reports 2013 First Quarter Financial Results

April 25, 2013

Non-GAAP Reporting

The Company presents non-GAAP financial measures only because investors and financial analysts use non-GAAP results in their analysis of historical results and projections of the Company's future operating results. The Company's management uses non-GAAP measures on a limited basis, primarily for employee performance-based compensation. In order to facilitate the computation of non-GAAP results for the financial analyst community and investors, the Company makes reference to non-GAAP net income and earnings per share. These non-GAAP results exclude the impact of stock-based compensation expense with related taxes and a valuation allowance established against California deferred tax assets. Micrel references those results to allow a better comparison of results in the current period to those in prior periods and to provide insight to the Company's on-going operating performance after exclusion of these items. The Company has reconciled such non-GAAP results to the most directly comparable GAAP financial measures in the financial tables at the end of this press release.

Reference to these non-GAAP results should be considered in addition to results that are prepared under current accounting standards, but should not be considered a substitute for results that are presented in accordance with GAAP. It should also be noted that Micrel's non-GAAP information may be different from the non-GAAP information provided by other companies.

About Micrel

Micrel, Inc. is a leading global manufacturer of IC solutions for the worldwide high performance linear and power, LAN and timing and communications markets. The Company's products include advanced mixed-signal, analog and power semiconductors; high performance communication, clock management, Ethernet switch and physical layer transceiver ICs. Company customers include leading manufacturers of enterprise, consumer, industrial, mobile, telecommunications, automotive, and computing products. Corporation headquarters and state-of-the-art wafer fabrication facilities are located in San Jose, CA, with regional sales and support offices and advanced technology design centers situated throughout the Americas, Europe and Asia. In addition, the Company maintains an extensive network of distributors and reps worldwide.

For further information, contact Ray Wallin at: Micrel, Incorporated, 2180 Fortune Drive, San Jose, California 95131, (408) 944-0800; or visit the Micrel website at: www.micrel.com.

-Financial Tables to Follow-

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Micrel Reports 2013 First Quarter Financial Results

April 25, 2013

MICREL, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
	Three Months Ended
	March 31,			December 31,			March 31,
	2013			2012			2012
Net revenues	$	59,733		$	62,334		$	61,151
Cost of revenues*	28,653			30,984			27,975
Gross profit	31,080			31,350			33,176
Operating expenses:
Research and development*	13,771			14,597			13,324
Selling, general and administrative*	11,861			12,824			11,160
Total operating expenses	25,632			27,421			24,484
Income from operations	5,448			3,929			8,692
Interest and other income (expense):
Interest income	126			158			201
Interest expense	—			—			(5		)
Other income (expense)	(91		)	(32		)	—
Interest and other income (expense), net	35			126			196
Income before income taxes and noncontrolling interest	5,483			4,055			8,888
Provision for income taxes	238			8,557			2,981
Net income (loss)	5,245			(4,502		)	5,907
Less: Net income (loss) attributable to noncontrolling interest	—			3			—
Net income (loss) attributable to Micrel, Incorporated	$	5,245		$	(4,499	)	$	5,907
Net income (loss) per share attributable to Micrel, Incorporated:
Basic	$	0.09		$	(0.08	)	$	0.10
Diluted	$	0.09		$	(0.08	)	$	0.10
Shares used in computing per share amounts:
Basic	58,270			58,172			60,855
Diluted	59,030			58,172			61,639
* Includes amortization of stock-based
compensation as follows:
Cost of revenues	$	244		$	338		$	284
Research and development	652			929			745
Selling, general and administrative	723			995			753

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Micrel Reports 2013 First Quarter Financial Results

April 25, 2013

MICREL, INCORPORATED
SUPPLEMENTAL RECONCILIATIONS OF GAAP TO NON-GAAP RESULTS
(In thousands, except per share amounts)
(Unaudited)
	Three Months Ended
	March 31,			December 31,			March 31,
	2013			2012			2012
GAAP net income (loss) attributable to Micrel, Incorporated	$	5,245		$	(4,499	)	$	5,907
Adjustments :
Stock-based compensation included in:
Cost of revenues	244			338			284
Research and development	652			929			745
Selling, general and administrative	723			995			753
Tax effect of adjustments	(550		)	(720		)	(626		)
Stock-based compensation adjustments	1,069			1,542			1,156
Valuation allowance established against California deferred tax assets	—			7,627			—
Non-GAAP net income attributable to Micrel, Incorporated*	$	6,314		$	4,670		$	7,063
Non-GAAP shares used in computing non-GAAP income per share attributable to Micrel, Incorporated:
Basic	58,270			58,172			60,855
Diluted	59,030			58,790			61,907
GAAP net income (loss) per share - Basic	$	0.09		$	(0.08	)	$	0.10
Total adjustments to GAAP net income (loss)	0.02			0.16			0.02
Non-GAAP net income per share - Basic	$	0.11		$	0.08		$	0.12
GAAP net income (loss) per share - Diluted	$	0.09		$	(0.08	)	$	0.10
Total adjustments to GAAP net income (loss)	0.02			0.16			0.01
Non-GAAP net income per share - Diluted	$	0.11		$	0.08		$	0.11
* Non-GAAP results were reached by excluding the stock-based compensation expense with related income tax effects and a valuation allowance established against California deferred tax assets. Non-GAAP results are presented to supplement our GAAP consolidated financial statements to allow a better comparison of results in the current period to those in prior periods and to provide meaningful insight to the Company's on-going operating performance after exclusion of these items.

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Micrel Reports 2013 First Quarter Financial Results

April 25, 2013

MICREL, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
	March 31,		December 31,
	2013		2012
ASSETS
CURRENT ASSETS:
Cash, cash equivalents and short-term investments	$	111,698	$	103,630
Restricted cash	189		291
Accounts receivable, net	31,440		27,683
Inventories	41,809		42,256
Income taxes receivable	2,758		4,090
Other current assets	2,502		2,355
Deferred income taxes	19,894		19,811
Total current assets	210,290		200,116
LONG-TERM INVESTMENTS	4,241		4,159
PROPERTY, PLANT AND EQUIPMENT, NET	58,386		60,692
DEFERRED INCOME TAXES	626		16
GOODWILL	6,076		6,076
INTANGIBLE ASSETS, NET	9,012		7,906
OTHER ASSETS	1,401		2,489
TOTAL	$	290,032	$	281,454
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	17,295	$	21,936
Deferred income on shipments to distributors	28,312		25,768
Other current liabilities	10,555		8,833
Total current liabilities	56,162		56,537
LONG-TERM INCOME TAXES PAYABLE	3,273		2,759
LONG-TERM DEFFERRED INCOME TAXES	1,054		1,054
SHAREHOLDERS' EQUITY:
TOTAL SHAREHOLDERS' EQUITY	229,543		221,104
TOTAL	$	290,032	$	281,454

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