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): December 14, 2011

 

 

MARVELL TECHNOLOGY GROUP LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda

(State or other jurisdiction of

incorporation)

 

0-30877

(Commission

File Number)

 

77-0481679

(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 obligation 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 8.01 Other Events.

On December 14, 2011, the Board of Directors of Marvell Technology Group Ltd. (the “Company”) authorized the Company to repurchase up to an additional $500 million under its share repurchase program. The cumulative total authorized for share repurchases by the Company now amounts to $2.0 billion. Through November 25, 2011, the Company had approximately $138 million available in the share repurchase program. Under the share repurchase program and through the end of the third quarter of fiscal 2012, the Company has repurchased and retired over 79 million or about 12 percent of its outstanding shares.

The Company intends to effect its repurchase program in accordance with the conditions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The repurchase program will be subject to market conditions and other factors and does not obligate the Company to repurchase any dollar amount or number of its common shares. The program may be extended, modified, suspended or discontinued at any time. The repurchases are expected to be funded from the Company’s current cash and short-term investments position, which stood at approximately $2.4 billion as of October 29, 2011. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1    Press Release dated December 15, 2011

 

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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: December 15, 2011

 

MARVELL TECHNOLOGY GROUP LTD.

By:

 

/s/ Clyde R. Hosein

 

Clyde R. Hosein

 

Chief Financial Officer and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press Release dated December 15, 2011
Press Release

Exhibit 99.1

For further information, contact:

Sukhi Nagesh

Investor Relations

408-222-8373

[email protected]

   

Daniel Yoo

Media Relations

408-222-2187

[email protected]

Marvell Technology Group Ltd. increases share repurchase authorization by $500 Million

Santa Clara, Calif. (December 15, 2011) — Marvell Technology Group Ltd. (NASDAQ: MRVL), a global leader in integrated silicon solutions, announced today that its Board of Directors has authorized Marvell to repurchase up to an additional $500 million under the existing share repurchase program. The cumulative total authorized for share repurchases by Marvell now amounts to $2.0 billion.

“Marvell has a strong balance sheet and is generating significant free cash flow even in this environment. This increase of the share repurchase program demonstrates our continued confidence in our business model, and our ongoing commitment to return value to our shareholders,” said Dr. Sehat Sutardja, Marvell’s Chairman and Chief Executive Officer.

Through November 25, 2011, Marvell had approximately $138 million available in the share repurchase program. Under the share repurchase program and through the end of the third quarter of fiscal 2012, Marvell has repurchased and retired over 79 million or about 12 percent of the outstanding shares.

Marvell intends to effect its repurchase program in accordance with the conditions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The repurchase program will be subject to market conditions and other factors and does not obligate Marvell to repurchase any dollar amount or number of its common shares. The program may be extended, modified, suspended or discontinued at any time. The repurchases are expected to be funded from Marvell’s current cash and short-term investments position, which stood at approximately $2.4 billion as of October 29, 2011.


About Marvell

Marvell is a global leader in the development of storage, communications and consumer silicon solutions. Marvell’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 term “Marvell” refers to Marvell Technology Group Ltd. and its subsidiaries. For more information please visit www.marvell.com.

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

This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding Marvell’s ability to generate free cash flow; the types of transactions pursuant to which repurchases will be made under the share repurchase program; and Marvell’s ability to fund common share purchases out of its current cash position. These statements are not guarantees of results and should not be considered as an indication of future performance. Actual events or results may differ materially from those described in this document due to a number of risks and uncertainties, including, among others, Marvell’s reliance on major customers and suppliers; market acceptance of new products; uncertainty in the worldwide economic environment; competition in the semiconductor industry; and other risks detailed in Marvell’s SEC filings. For other factors that could cause Marvell’s results to vary from expectations, please see the risk factors identified in Marvell’s latest Quarterly Report on Form 10-Q for the quarter ended October 29, 2011 and Current Reports on Form 8-K, as filed with the SEC and other factors detailed from time to time in Marvell’s filings with the SEC. Marvell undertakes no obligation to revise or update publicly any forward-looking statements.

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

 

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