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 24, 2015

 

 

MARVELL TECHNOLOGY GROUP LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   000-30877   77-0481679

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

(Address of principal executive offices)

(441) 296-6395

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

 

 

 

Item 7.01 Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 and incorporated by reference herein is the text of Marvell Technology Group Ltd.’s announcement regarding an update to forward-looking statements relating to the first quarter of fiscal year 2016 as presented in a press release dated April 24, 2015.

The information in this Current Report, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1 Press Release dated April 24, 2015

SIGNATURE

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

Dated: April 24, 2015

 

MARVELL TECHNOLOGY GROUP LTD.
By:

/s/ Michael Rashkin

Michael Rashkin
Chief Financial Officer

EXHIBIT INDEX

 

Exhibit

No.

    Description
99.1    Press Release dated April 24, 2015
EX-99.1

Exhibit 99.1

 

 

LOGO

 

For further information, contact:

 

John Spencer Ahn Sue Kim
Investor Relations Media Relations
408-222-7544 408-222-1942
[email protected] [email protected]

Marvell Technology Group Ltd. Updates First Quarter of Fiscal 2016 Outlook and Announces Conference Call to Review Fiscal First Quarter 2016

Santa Clara, Calif. (April 24, 2015) — Marvell Technology Group Ltd. (NASDAQ: MRVL), a global leader in integrated silicon solutions, today updated its outlook for the first quarter of fiscal 2016, ending May 2, 2015.

Marvell Technology announced that first quarter of fiscal 2016 revenue is expected to be below the company’s previous outlook. The company now expects first quarter of fiscal 2016 revenue to be in the range of $710 million to $740 million, compared to the previous expectation of $810 million to $830 million. The revised revenue outlook is primarily due to weaker than previously expected PC and storage markets and lower than expected emerging market demand. All other financial outlook expectations have been withdrawn and will be updated on the company’s first quarter earnings call on May 21, 2015.

Marvell’s revised revenue outlook does not include the potential impact of future share repurchases, pending litigation matters, business combinations, asset acquisitions or other investments that may be completed after April 24, 2015.

Conference Call

Marvell will conduct a conference call following the release of its first quarter of fiscal 2016 financial results on Thursday, May 21, 2015 at 1:45 p.m. Pacific Time. Interested parties may join the conference call by dialing 1-877-703-6102 or 1-857-244-7301, pass-code 47211925. The call will be webcast by Thomson Reuters and can be accessed at the Marvell Investor Relations website at http://investor.marvell.com/ with a replay available following the call until May 28, 2015.

Forward-Looking Statements under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties, including Marvell’s expectations and statements regarding its financial outlook for the first quarter of fiscal 2016 and Marvell’s expectations regarding trends and demand in the markets in which it participates. Words such as “expects,” “can,” “will,” “may,” “outlook” and similar expressions identify such forward-looking statements. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties, including, among others: Marvell’s ability to compete against other products and prices in an intensely competitive industry; Marvell’s reliance on the hard disk drive and mobile and wireless markets, which are highly cyclical and intensely competitive; changes in demand for Marvell’s products as a result of changes in the end markets Marvell serves; costs and liabilities relating to current and future litigation; Marvell’s reliance on a few customers for a significant portion of its revenue; uncertainty in worldwide economic conditions; and other risks detailed from time to time in Marvell’s SEC filings, including the risk factors identified in Marvell’s latest Annual Report on Form 10-K for the year ended January 31, 2015 as filed with the SEC. Please see Marvell’s SEC filings for other factors that could cause Marvell’s results to vary from expectations. Marvell undertakes no obligation to revise or update publicly any forward-looking statements.

About Marvell

Marvell (NASDAQ: MRVL) is a global leader in providing complete silicon solutions and Kinoma® software enabling the “Smart Life and Smart Lifestyle.” From mobile communications to storage, Internet of Things (IoT), cloud infrastructure, digital entertainment and in-home content delivery, Marvell’s diverse product portfolio aligns complete platform designs with industry-leading performance, security, reliability and efficiency. At the core of the world’s most powerful consumer, network and enterprise systems, Marvell empowers partners and their customers to always stand at the forefront of innovation, performance and mass appeal. By providing people around the world with mobility and ease of access to services adding value to their social, private and work lives, Marvell is committed to enhancing the human experience.

As used in this release, the term “Marvell” refers to Marvell Technology Group Ltd. and its subsidiaries. For more information, please visit www.Marvell.com.

Marvell® and the Marvell logo are registered trademarks of Marvell and/or its affiliates.

 

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