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): January 27, 2012

 

 

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.

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.

On January 27, 2012, Marvell Technology Group Ltd. issued a press release in which it revised its financial outlook for the fourth fiscal quarter ending January 28, 2012. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1    Press Release dated January 27, 2012 (furnished pursuant to Item 7.01).

 

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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: January 27, 2012

 

    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 January 27, 2012 (furnished pursuant to Item 7.01).
Press Release

Exhibit 99.1

 

For further information, contact:   
Sukhi Nagesh    Daniel Yoo
Investor Relations    Media Relations
408-222-8373    408-222-2187
[email protected]    [email protected]

Marvell Technology Group Ltd. Provides Fourth Fiscal Quarter Update

Santa Clara, California (January 27, 2012) — Marvell (NASDAQ: MRVL), a global leader in integrated silicon solutions, today updated its financial outlook for the fourth quarter of fiscal 2012, ending January 28, 2012.

Marvell now expects net revenue for the fourth quarter of fiscal 2012 to be in the range of $735 million to $745 million, compared with prior outlook of between $775 million to $825 million.

“The supply of disk drives started to recover in our fourth fiscal quarter, but later than we had originally anticipated. Our SSD revenues grew more than expected but not enough to offset the impact of the Thailand floods on our HDD volumes,” said Dr. Sehat Sutardja, Marvell’s Chairman and Chief Executive Officer. “In addition, we experienced year-end demand softness at our mobile and wireless customers, particularly in China. We believe these effects are near term only, and should not impact our results in the new fiscal year.”

No conference call will be held in conjunction with this business update. Marvell will conduct a conference call following the release of its fourth fiscal quarter and fiscal year 2012 financial results on Thursday, February 23, 2012.

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, including statements concerning Marvell’s expectations with respect to net revenue for the fourth quarter ending January 28, 2012; and impact of flooding in Thailand and demand softness in mobile and wireless on its results in the new fiscal year. 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 a few customers for a significant portion of its revenue; Marvell’s ability to develop and introduce new and enhanced products in a timely and cost effective manner; the impact of the recent flooding in Thailand; uncertainty in the worldwide economic environment; seasonality in sales of consumer devices in which our products are incorporated; Marvell’s ability to compete in an intensely competitive industry; Marvell’s ability to recruit and retain skilled personnel; and other risks detailed in Marvell’s SEC filings from time to time. For other factors that could cause Marvell’s results to vary from expectations, please see the risk factors identified in the Marvell’s latest Quarterly Report on Form 10-Q for the quarter ended October 27, 2011, 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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