Current Report Filing (8-k)
October 31 2012 - 4:04PM
Edgar (US Regulatory)
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):
October
31, 2012
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CIRRUS LOGIC, INC.
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(Exact
name of Registrant as specified in its charter)
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Delaware
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0-17795
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77-0024818
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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800 W. 6th Street, Austin, TX
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78701
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(512)
851-4000
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:
⃞
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))
Item 2.02 Results of Operations and Financial Condition.
On October 31, 2012, the Company issued a press release announcing its
results for the second quarter and six-months ended in fiscal year
2013. The full text of the press release is attached as Exhibit No.
99.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD.
On October 31, 2012, in addition to issuing a press release, the Company
posted on its website a shareholder letter to investors summarizing the
financial results for the second quarter and first six months of fiscal
year 2013. The full text of the shareholder letter is attached as
Exhibit No. 99.2 to this Current Report on Form 8-K.
Use of Non-GAAP Financial Information
To supplement Cirrus Logic's financial statements presented on a GAAP
basis, Cirrus has provided non-GAAP financial information, including
non-GAAP operating expenses, non-GAAP net income, non-GAAP income from
operations, non-GAAP operating margin and non-GAAP diluted earnings per
share. A reconciliation of the adjustments to GAAP results is included
in the tables below. Non-GAAP financial information is not meant as a
substitute for GAAP results, but is included because management believes
such information is useful to our investors for informational and
comparative purposes. In addition, certain non-GAAP financial
information is used internally by management to evaluate and manage the
company. As a note, the non-GAAP financial information used by Cirrus
Logic may differ from that used by other companies. These non-GAAP
measures should be considered in addition to, and not as a substitute
for, the results prepared in accordance with GAAP.
The information contained in Items 2.02, 7.01, and 9.01 in this Current
Report on Form 8-K and the exhibits attached hereto contain
forward-looking statements regarding the Company and cautionary
statements identifying important factors that could cause actual results
to differ materially from those anticipated. In addition, this
information shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall they be
deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
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Description
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Exhibit 99.1
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Cirrus Logic, Inc. press release dated October 31, 2012
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Exhibit 99.2
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Cirrus Logic, Inc. shareholder letter dated October 31, 2012
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, Registrant has
duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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CIRRUS LOGIC, INC.
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Date:
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October 31, 2012
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By:
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/s/ Thurman K. Case
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Name: Thurman K. Case
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Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Registrant’s press release dated October 31, 2012.
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99.2
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Cirrus Logic, Inc. shareholder letter dated October 31, 2012
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