Form 8-K

Table of Contents

Table of Contents

Table of Contents

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

November 15, 2001 (November 15, 2001)
Date of report (Date of earliest event reported)

MARVELL TECHNOLOGY GROUP LTD.

(Exact name of registrant as specified in its charter)


Bermuda (State or other jurisdiction of incorporation or organization)		0-30877 (Commission File Number)		77-0481679 (I.R.S. Employer Identification No.)

4th Floor
Windsor Place
22 Queen Street
PO Box HM 1179
Hamilton HM EX
Bermuda
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (441) 296-6395

N/A
(Former name and former address, if changed since last report)

TABLE OF CONTENTS


	Item 5. Other Events.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURE
EXHIBIT INDEX
Exhibit 99.1

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5. Other Events.

On November 15, 2001, the Registrant issued a press release reporting its financial results for its third fiscal quarter ended October 27, 2001. Attached hereto as Exhibit 99.1 and incorporated by reference herein is a copy of the November 15, 2001 press release.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit Description

99.1 Press Release dated November 15, 2001.

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.

     Date: November 15, 2001

MARVELL TECHNOLOGY GROUP LTD

By:      /s/ George Hervey

     George Hervey
     Vice President of Finance and
     Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Document

Exhibit 99.1 Press Release issued November 15, 2001.

EXHIBIT 99.1 NEWS RELEASE MARVELL TECHNOLOGY GROUP LTD. REPORTS THIRD QUARTER FISCAL 2002 RESULTS SUNNYVALE, CA. (NOVEMBER 15, 2001) - Marvell Technology Group Ltd. (NASDAQ: MRVL), a technology leader in the development of extreme broadband communications solutions, today reported financial results for its third fiscal quarter ended October 27, 2001. Net revenue for the third quarter of fiscal 2002 was $73.1 million, an increase of 102% over net revenue of $36.2 million for the third quarter of fiscal 2001 and a 6% sequential increase from net revenue of $68.7 million for the second quarter of fiscal 2002. Pro forma net income, which excludes the effect of acquisition-related expenses and amortization of stock-based compensation, was $3.4 million, or $0.03 per share (diluted), for the third quarter of fiscal 2002, compared with pro forma net income of $3.4 million, or $0.04 per share (diluted), for the third quarter of fiscal 2001. Net revenue for the first nine months of fiscal 2002 was $206.0 million, an increase of 110% over net revenue of $98.1 million for the first nine months of fiscal 2001. Pro forma net income was $11.3 million, or $0.09 per share (diluted), for the first nine months of fiscal 2002, compared with pro forma net income of $9.5 million, or $0.10 per share (diluted), for the first nine months of fiscal 2001. Net loss under generally accepted accounting principles (GAAP), which includes the effect of acquisition-related expenses and amortization of stock-based compensation, was $105.1 million, or $0.92 per share (diluted), for the third quarter of fiscal 2002, compared with net income under GAAP of $1.8 million, or $0.02 per share (diluted), for the third quarter of fiscal 2001. Net loss under GAAP was $315.3 million, or $2.77 per share (diluted), for the first nine months of fiscal 2002, compared with net income under GAAP of $4.5 million, or $0.05 per share (diluted), for the first nine months of fiscal 2001. "This has been a tremendous quarter for Marvell in terms of solid revenue growth and record revenues," stated Dr. Sehat Sutardja, Marvell's President and CEO. "We have attained significant industry milestones with the announcement of our world-class storage and communications products. We debuted the industry's first Serial ATA interface solution, which has rapidly gained momentum and is expected to be adopted into a wide range of storage applications from enterprise to mobile computing. We also continued to strengthen our leadership position in Gigabit networking with the newest members of our Alaska(TM) family, the Alaska X 10 Gigabit transceiver and the Alaska Quad fiber transceiver. Our Alaska X device is the first 10 Gigabit transceiver in the industry to achieve transmission over 60 inches of generic FR4 PCB copper traces as demonstrated with Tyco Electronics' high speed connector, and our Alaska Quad fiber device is the industry's first PHY to standardize on the GMII/RGMII interface for both fiber and copper applications, allowing for more highly manageable and flexible Gigabit systems." "Marvell also introduced our revolutionary Prestera(TM) architecture, the world's first high-density Gigabit switches to scale from Gigabit to the desktop to terabit routing, which has received wide industry acceptance. In addition, we announced the industry's first integrated small office/home office switches optimized for converged voice/video/data. With our switched Ethernet products, Alaska Gigabit and 10 Gigabit transceivers and our system and communications controllers, Marvell offers customers a complete suite of world-class broadband communications solutions," concluded Dr. Sutardja.

Marvell will be conducting a conference call today at 2 p.m. PST to discuss its third quarter financial results. To listen to the conference call, investors can dial (719) 457-2634 approximately 10 minutes prior to the initiation of the teleconference and refer to conference code 499585. Replay of the conference call will be available until November 23, 2001 at midnight PST by calling (719) 457-0820. The conference call will also be available via the Web at www.marvell.com and www.companyboardroom.com until December 14, 2001. ABOUT MARVELL Marvell, a technology leader in the development of extreme broadband system-level IC solutions for Internet connectivity and infrastructure, comprises Marvell Technology Group Ltd. (MTGL) and its subsidiaries, Marvell Semiconductor, Inc. (MSI), Marvell Asia Pte Ltd. (MAPL), Marvell Japan K.K. (MJKK), and Galileo Technology Ltd. (GTL). On behalf of MTGL, MSI designs, develops and markets integrated circuits utilizing proprietary Communications Mixed-Signal Processing (CMSP) and digital signal processing technologies for communications signal processing markets. MAPL is headquartered in Singapore and is responsible for Marvell's production and distribution operations. GTL develops high-performance communications Internetworking and Switching products for the broadband communications market. As used in this release, the terms "Company" and "Marvell" refer to the entire group of companies. The Company applies its technology to the extreme broadband communications market where its products are used in network access equipment to provide the interface between communications systems and data transmission media. MSI is headquartered at 645 Almanor Ave., Sunnyvale, Calif., 94085; phone: (408) 222-2500, fax: (408) 328-0120. Marvell's common stock is traded on the NASDAQ under the symbol MRVL. More information on Marvell is available on the Internet at www.marvell.com. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements based on our current expectations, estimates and projections about our products, our industry, our markets, management's beliefs, and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," "should," and variations of these words or similar expressions, are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, market results may differ materially and adversely from those expressed in any forward-looking statements in this release. Important risks, uncertainties and assumptions that may cause such a difference for Marvell in connection with our near term financial results include, but are not limited to, the timing, cost and successful completion of technology and product development through volume production; the timing, rescheduling and/or cancellation of significant customer orders; general economic conditions and specific conditions in the markets we address, including periodic downturns in the integrated circuit industry; the rate at which our present and future customers and end-users adopt our products; and the timing and results of customer-industry qualification and certification of our products. For other factors that could cause Marvell's results to vary from expectations, please see the section titled "Additional Factors That May Affect Future Results" in Marvell's annual report on Form 10-K for the year ended January 27, 2001 and Marvell's subsequent quarterly reports on Form 10-Q. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

MARVELL TECHNOLOGY GROUP LTD. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED NINE MONTHS ENDED ------------------------- ------------------------- OCTOBER 27, OCTOBER 28, OCTOBER 27, OCTOBER 28, 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Net revenue $ 73,100 $ 36,212 $ 205,979 $ 98,051 Cost of goods sold 33,491 16,999 94,275 45,259 ---------- ---------- ---------- ---------- Gross profit 39,609 19,213 111,704 52,792 Operating expenses: Research and development 24,072 9,436 65,981 23,366 Selling and marketing 9,980 5,702 29,628 15,381 General and administrative 3,329 1,346 10,048 4,277 ---------- ---------- ---------- ---------- Total operating expenses 37,381 16,484 105,657 43,024 ---------- ---------- ---------- ---------- Operating income 2,228 2,729 6,047 9,768 Interest and other income, net 1,817 1,811 7,243 2,845 ---------- ---------- ---------- ---------- Income before income taxes 4,045 4,540 13,290 12,613 Provision for income taxes 607 1,135 1,995 3,153 ---------- ---------- ---------- ---------- Pro forma net income $ 3,438 $ 3,405 $ 11,295 $ 9,460 ========== ========== ========== ========== Basic pro forma net income per share $ 0.03 $ 0.04 $ 0.10 $ 0.16 ========== ========== ========== ========== Diluted pro forma net income per share $ 0.03 $ 0.04 $ 0.09 $ 0.10 ========== ========== ========== ========== Weighted average shares -- basic 114,787 79,625 113,673 60,343 ---------- ---------- ---------- ---------- Weighted average shares -- diluted 127,249 97,150 126,616 90,667 ---------- ---------- ---------- ---------- RECONCILIATION TO GAAP NET INCOME (LOSS): Pro forma net income $ 3,438 $ 3,405 $ 11,295 $ 9,460 Amortization of stock-based compensation (4,051) (2,143) (12,259) (6,627) Amortization of goodwill and acquired intangible assets (104,508) -- (313,524) -- Amortization of inventory fair value adjustment -- -- (796) -- Income tax effect -- 536 -- 1,657 ---------- ---------- ---------- ---------- GAAP net income (loss) $ (105,121) $ 1,798 $ (315,284) $ 4,490 ========== ========== ========== ========== The above pro forma statements of operations are for informational purposes only. They are not prepared in accordance with GAAP and should not be considered a substitute for our historical financial information prepared in accordance with GAAP.

MARVELL TECHNOLOGY GROUP LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED NINE MONTHS ENDED ------------------------- ------------------------- OCTOBER 27, OCTOBER 28, OCTOBER 27, OCTOBER 28, 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Net revenue $ 73,100 $ 36,212 $ 205,979 $ 98,051 Cost of goods sold 33,491 16,999 95,071 45,259 ---------- ---------- ---------- ---------- Gross profit 39,609 19,213 110,908 52,792 Operating expenses: Research and development 24,072 9,436 65,981 23,366 Selling and marketing 9,980 5,702 29,628 15,381 General and administrative 3,329 1,346 10,048 4,277 Amortization of stock-based compensation 4,051 2,143 12,259 6,627 Amortization of goodwill and acquired intangible assets 104,508 -- 313,524 -- ---------- ---------- ---------- ---------- Total operating expenses 145,940 18,627 431,440 49,651 ---------- ---------- ---------- ---------- Operating income (loss) (106,331) 586 (320,532) 3,141 Interest and other income, net 1,817 1,811 7,243 2,845 ---------- ---------- ---------- ---------- Income (loss) before income taxes (104,514) 2,397 (313,289) 5,986 Provision for income taxes 607 599 1,995 1,496 ---------- ---------- ---------- ---------- Net income (loss) $ (105,121) $ 1,798 $ (315,284) $ 4,490 ========== ========== ========== ========== Basic net income (loss) per share $ (0.92) $ 0.02 $ (2.77) $ 0.07 ========== ========== ========== ========== Diluted net income (loss) per share $ (0.92) $ 0.02 $ (2.77) $ 0.05 ========== ========== ========== ========== Weighted average shares-- basic 114,787 79,625 113,673 60,343 ---------- ---------- ---------- ---------- Weighted average shares-- diluted 114,787 97,150 113,673 90,667 ---------- ---------- ---------- ----------

MARVELL TECHNOLOGY GROUP LTD. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS) OCTOBER 27, JANUARY 27, 2001 2001 ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 145,801 $ 184,128 Short-term investments 64,441 39,935 Accounts receivable, net 45,833 37,543 Inventory, net 24,979 30,924 Prepaid expenses and other current assets 18,430 11,479 ------------ ------------ Total current assets 299,484 304,009 Property and equipment, net 35,081 31,184 Goodwill and acquired intangible assets 1,787,315 2,100,839 Other noncurrent assets 16,006 11,454 ------------ ------------ Total assets $ 2,137,886 $ 2,447,486 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 24,542 $ 24,818 Accrued liabilities 24,201 17,323 Accrued acquisition costs 127 29,530 Income taxes payable 12,011 9,998 Deferred revenue 5,094 6,516 Capital lease obligations -- 37 ------------ ------------ Total current liabilities 65,975 88,222 Long-term liabilities 5,199 2,598 ------------ ------------ Total liabilities 71,174 90,820 ------------ ------------ Shareholders' equity: Common stock 234 231 Additional paid-in capital 2,629,066 2,617,490 Deferred stock-based compensation (15,854) (28,113) Accumulated other comprehensive income 1,511 19 Accumulated deficit (548,245) (232,961) ------------ ------------ Total shareholders' equity 2,066,712 2,356,666 ------------ ------------ Total liabilities and shareholders' equity $ 2,137,886 $ 2,447,486 ============ ============

Description

Press Release dated November 15, 2001.


	MARVELL TECHNOLOGY GROUP LTD

	By:	/s/ George Hervey

		George Hervey Vice President of Finance and Chief Financial Officer