- Current report filing (8-K)

On January 11, 2010, Registrant (the “Company” or we) announced via news release updated estimates of the results for our fiscal 2010 third quarter ended December 31, 2009. The full text of the news release issued in connection with that announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Use of Non-GAAP Financial Information

In addition to disclosing estimated financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP), the Company’s press release contains estimated non-GAAP financial measures that exclude the estimated effects of share-based compensation as required by Accounting Standards Codification Topic Nos. 718 “Compensation—Stock Compensation” and 260 “Earnings Per Share” (“ASC 260”). In particular, the estimated non-GAAP financial measures used by management and disclosed by the Company exclude the estimated income statement effects of all forms of share-based compensation and the effects of ASC 260 upon the estimated number of diluted shares used in calculating estimated non-GAAP earnings per share. The estimated non-GAAP financial measures also exclude estimated acquisition-related transaction costs and utilize a tax rate that is based upon the income taxes we expect to actually pay relating to this quarter’s activities and results.

The Company develops an annual budget that includes all components of the income statement, exclusive of share-based compensation. The accounting expense impact of share-based compensation is not discussed or considered when assessing and determining the appropriate level of budgeted expenses for cost of sales, research and development (“R&D”), and selling, general and administrative (“SG&A”) or when determining profitability for purposes of profit sharing and bonuses.

The Company uses share-based compensation programs to align employees’ actions and behaviors with stockholders’ interest and to be able to attract, motivate and retain the best employees in a competitive marketplace. Share-based compensation is only one element in employee compensation and is evaluated separately from the cost of other compensation programs. Specifically, we evaluate our share-based compensation programs from the perspective of the resulting dilution and other metrics, and not from the resulting expense to be recorded.

The Company did not contemplate that there was going to be an acquisition and hence that the Company would be incurring acquisition-related transaction costs, when it was developing its fiscal 2010 budget or announcing its guidance for the fiscal 2010 third quarter. Thus, acquisition-related transaction costs were not factored into such budget or guidance and we will exclude such costs when we consider our profitability for purposes of profit sharing and bonuses.

When we develop our annual budget, for taxes we consider only the taxes we expect to pay rather than taxes determined in accordance with GAAP which may fluctuate substantially over the next several years as we assess whether and when to make further releases of or accruals to the valuation allowance against our deferred tax asset. When we consider our profitability for purposes of profit sharing and bonuses, we do not consider taxes.

Management has determined that inclusion of these estimated non-GAAP financial measures provides investors a meaningful presentation of the Company’s operating results in addition to the estimated GAAP disclosure. As management uses these non-GAAP measures internally for strategic decision making, forecasting future results and evaluating the Company’s current performance, management believes these measures assist investors’ understanding of how management views the Company’s operating results. These measures enhance overall understanding of the Company’s estimated current financial performance and better enable comparability to prior results. Management believes estimated cost of sales excluding estimated share-based compensation, and estimated operating expenses excluding estimated share-based compensation are useful information for investors because

The Company has provided reconciliations of the estimated non-GAAP financial measures to the most directly comparable estimated GAAP financial measures in its press release. The estimated non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, estimated financial measures calculated in accordance with GAAP, and the estimated financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The estimated non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits