SEMTECH CORP
8-K, 1998-07-08
SEMICONDUCTORS & RELATED DEVICES
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                       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): July 7, 1998 


                              SEMTECH CORPORATION
             (Exact name of registrant as specified in its charter)
 
 
      Delaware                            1-6395         95-2119684
- ------------------------------------   -----------    ------------------
(State or other jurisdiction           (Commission    (IRS Employer
of incorporation or organization)      File Number)   Identification No.)
 

    652 Mitchell Road, Newbury Park, California             91320
- -------------------------------------------------     ------------------
    (Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code:    (805) 498-2111
                                                      -------------------


                                Not Applicable
      ------------------------------------------------------------------
         (Former name or former address, if changed since last report)

================================================================================

                        This Report consists of 6 pages.

                      The Exhibit Index appears on page 4.
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ITEM 5.   OTHER EVENTS.


News Release.
- ------------ 

          On July 7, 1998, the Registrant issued the news release attached
hereto as Exhibit 99.1, which news release is incorporated by reference herein.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits
    --------

Document Description                                             Exhibit No.
- --------------------                                             -----------

Registrant's News Release dated July 7, 1998.                        99.1

                                      -2-
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                                   SIGNATURES

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

July 8, 1998                        SEMTECH CORPORATION,
                                    a Delaware corporation



                              By:   /s/ David G. Franz, Jr.
                                 ----------------------------------
                                    David G. Franz, Jr.
                                    Vice President Finance and
                                    Chief Financial Officer,
                                    Secretary and Treasurer

                                      -3-
<PAGE>
 
                                 EXHIBIT INDEX


Exhibit                                                       Sequentially
   No.                 Document Description                   Numbered Page
 -------               --------------------                   -------------

99.1      Registrant's News Release dated July 7, 1998.             5

                                      -4-

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                               [LOGO OF SEMTECH]

                                                                    Exhibit 99.1

                                                                    NEWS RELEASE

            SEMTECH INDICATES WEAKER DEMAND EFFECTING SECOND QUARTER
            --------------------------------------------------------

                                        



                                         2:15 P.M. PDT
                                         TUESDAY, JULY 7, 1998

NEWBURY PARK, CALIFORNIA, July 7, 1998 - SEMTECH CORPORATION (SMTC/NASDAQ) today
announced that it expects net sales for the second quarter of fiscal 1999, which
ends August 2nd, to be down approximately 15% from first quarter fiscal 1999 net
sales.  Net income and earnings per share are expected to be approximately 40-
50% lower than in the prior quarter, before one-time charges. In addition, the
Company announced that it plans to take a one-time pre-tax charge of $2.5
million for restructuring purposes.

Semtech's receipt of turns fill orders (orders received and shipped in the same
quarter) for the balance of the second quarter is expected to be affected by
weak demand from the personal computer and automated test equipment (ATE)
markets.  The Company also believes that seasonal trends within the electronics
industry that normally occur during the summer months have been further
aggravated by Asian economic conditions.  Despite the weak market conditions,
the Company remains optimistic about its rate of new product introductions and
ongoing commitment to research and development.

The Company's announced restructuring charge is for the consolidation of
internal wafer fabrication capacity and the related write-off of certain assets.
Semtech believes that these steps will provide long-term benefits to improve
gross margins, reduce capital expenditures, increase internal capacity
utilization and gain access to advanced, cost-efficient processes available at
outside foundries.

Jack Poe, Chairman and CEO stated, "We currently believe, based on discussions
with our customers, that we will not achieve analysts' expectations for second
quarter revenues and profits.  Although we have received optimistic forecasts
from many large customers for second half business, our current view 

                                      -5-
<PAGE>
 
is that the computer market may improve slightly in the third quarter with
sustainable growth resuming sometime in the fourth quarter. The ATE market is
expected to be flat for the balance of the year, with growth resuming by the
first quarter of next year. The communications market segment continues to be
fundamentally solid."

Semtech Corporation is a leading supplier of analog and mixed-signal
semiconductor products used in communications, computer and industrial markets.
The Company's products address power management, protection, communication and
interface applications.

The following is a "safer harbor" statement under the Private Securities
Litigation Reform Act of 1995: Statements contained in this document that are
not based on historical facts are "forward looking statements."  Terms such as
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"predicts," "may," "should," "will," the negative thereof and similar
expressions are intended to identify forward-looking statements.  Forward-
looking statements and projections in this news release, by nature, involve risk
and uncertainty.  Important factors include overall economic conditions, demand
for personal computers, cell phones and automated test equipment, demand for the
Company's products in particular, demand for semiconductor devices in general
and competitors' actions.  Please refer to the Company's Form 10-Q for the first
quarter ended May 3, 1998 and the Form 10-K for the year ended February 1, 1998
as filed with the Securities and Exchange Commission for other operational,
financial or legal risks and uncertainties.  Actual results could differ
materially from expected events as discussed in this press release.

Investor Relations Contact:
- ---------------------------

John Baumann, Treasurer
Telephone: 805-480-2010

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