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):  August 10, 2005

 

MARVELL TECHNOLOGY GROUP LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda		0-30877		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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

 

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

(b) As previously reported by Marvell Technology Group Ltd. (“Marvell”) in its Form 8-K filed on June 10, 2005, Marvell notified the Nasdaq National Market (“Nasdaq”) on June 6, 2005 that as a result of a director’s retirement from the Board of Directors, Marvell would not be in compliance with Nasdaq Rule 4350(d)(2)(A), which requires that the Audit Committee for a company listed on the Nasdaq National Market have a minimum of three members.  In accordance with Nasdaq Rule 4350(d)(4)(B), Marvell had been provided with a cure period until the earlier of Marvell’s next Annual General Meeting or June 10, 2006, whichever is earlier, in order to regain compliance with Nasdaq Rule 4350(d)(2)(A).  Marvell announced on August 10, 2005 the appointment of a new director who will be a member of the Audit Committee of the Board of Directors and meets the independence requirements under the Nasdaq listing rules and has informed Nasdaq of same.  This appointment satisfies Nasdaq Rule 4350(d)(2)(A) and Marvell therefore is now in compliance with Nasdaq Rule 4350(d)(2)(A).

 

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(d) On August 9, 2005, Arturo Krueger was appointed to Marvell’s Board of Directors by the Board.  Mr. Krueger will serve as Chairman of the Governance Committee and as a member of the Audit Committee of the Board of Directors.  There are no arrangements or understandings between Mr. Krueger and any other persons pursuant to which Mr. Krueger was selected as a director, and there are no related party transactions between Marvell or any of its subsidiaries and Mr. Krueger that are reportable under Item 404(a) of Regulation S-K.  Marvell issued a press release on August 10, 2005 announcing the appointment. The full text of Marvell’s press release is furnished herewith as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit No.		Description
99.1		Press Release dated August 10, 2005.

 

2

 

SIGNATURE

 

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

 

Dated:  August 10, 2005

 

	MARVELL TECHNOLOGY GROUP LTD.
	By:	/s/ George A. Hervey
		George A. Hervey
		Vice President of Finance and
		Chief Financial Officer

 

3

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated August 10, 2005.

 

4

Exhibit 99.1

 

MARVELL^® ANNOUNCES APPOINTMENT OF ARTURO KRUEGER TO BOARD OF DIRECTORS

 

SUNNYVALE, CALIFORNIA, (August 10, 2005) — Marvell^® Technology Group Ltd. (NASDAQ: MRVL), the leader in development of storage, communications, and consumer silicon solutions, annou nced today that Arturo Krueger has joined Marvell’s Board of Directors, effective immediately.

 

Mr. Krueger has more than 40 years of experience in semiconductor business management, including past service as corporate officer for a major, multi-national semiconductor company and current service as a director of the board of QuickLogic Corporation.  Since February 2001, Mr. Krueger has been a consultant to OEM automobile manufacturers and to semiconductor companies that serve global automotive and telecom markets.  Mr. Krueger’s semiconductor management experience includes serving as corporate Vice President and General Manager of Motorola’s Semiconductor Products Sector for Europe, Middle East and Africa (EMEA) from January 1998 until Feb ruary 2001.  Mr. Krueger holds a Masters of Science degree in Electrical Engineering from the Institute of Technology in Switzerland, and he has studied Advanced Computer Science at the University of Minnesota.

 

“We are very excited to have Arturo join our Board,” stated Dr. Sehat Sutardja, Marvell’s Chairman, President and CEO.  “With the decades of experience in the semiconductor industry that Arturo has, he is an extremely important addition to our team.  Arturo possesses highly relevant industry knowledge, and we expect that his appointment will benefit our shareholders greatly.  In addition, Arturo will be an invaluable addition to our Governance Committee in his capacity as Chairman, and also to our Audit Committee in his capaci ty as its third outside director.”

 

About Marvell

 

Marvell is the leader in development of storage, communications and consumer silicon solutions. The Company’s diverse product portfolio includes switching, transceiver, communications controller, wireless, and storage solutions that power the entire communications infrastructure, including enterprise, metro, home, and storage networking. As used in this release, the terms “Company” and “Marvell” refer to Marvell Technology Group Ltd. and its subsidiaries, including Marvell Semiconductor, Inc. (MSI), Marvell Asia Pte Ltd (MAPL), Marvell Japan K.K., Marvell Taiwan Ltd., Marvell International Ltd. (MIL), Marvell U.K. Limited, Marvell Semiconductor Israel Ltd. (MSIL), RADLAN Computer Communications Ltd., and SysKonnect GmbH. MSI is headquartered in Sunnyvale, Calif., and designs, develops and markets products on behalf of MIL and MAPL. MSI may be contacted at (408) 222-2500 or at www.marvell.com.

 

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

This release contains forward-looking statements, including statements regarding the anticipated value of the addition to our Board of Directors. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” and their variations identify forward-looking statements. Statements that refer to, or are based on projections, uncertain events or assumptions also identify forward-looking statements. All such statements are not guarantees of results and are subject to risks and uncertainties. For a discussion of the factors that could cause Marvell’s results to vary fr om expectations, please see the sections titled “Additional Factors That May Affect Future Results” in Marvell’s annual report on Form 10-K for the year ended January 29, 2005 and Marvell’s subsequent reports on Form 10-Q. We undertake no obligation to revise or update publicly any forward-looking statements.

 

MARVELL^® AND THE MARVELL LOGO ARE TRADEMARKS OF MARVELL.

 

MEDIA CONTACT

< font size="2" face="Times New Roman" style="font-size:10.0pt;">Name: Mike Tate

Title: Vice President and Treasurer

Tel: 408.222.2500

E-mail: [email protected]