UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
Form 10-K/A
Amendment No. 1
|
(Mark One) |
|
|
|
x |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
|
|
|
For the fiscal year ended January 27, 2007 |
|
|
|
|
|
or |
||
|
|
||
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
|
|
|
|
For the transition period from N/A to N/A |
Commission file number 0-30877
Marvell Technology Group Ltd.
(Exact
name of registrant as specified in its charter)
|
Bermuda |
|
77-0481679 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer |
|
incorporation or organization) |
|
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)
Securities registered pursuant to Section 12(b) of the Act:
Common stock, $0.002 par value per share
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer x |
Accelerated filer o |
Non-accelerated filer o |
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $5,562,448,237 based upon the closing price of $18.31 per share of such common stock on the Nasdaq Global Select Market on July 28, 2006 (the last business day of the registrant’s most recently completed second quarter). Shares of common stock held by each director and executive officer of the registrant, as well as shares held by each holder of more than 5% of the common stock known to the registrant (based on Schedule 13G filings), have been excluded for purposes of the foregoing calculation.
As of May 31, 2007, there were 587,591,437 shares of common stock of the Company outstanding.
MARVELL TECHNOLOGY GROUP LTD.
Explanatory Note
This Form 10-K/A Amendment No. 1 amends Item 15 and the exhibits in our Annual Report on Form 10-K for the year ended January 27, 2007, originally filed with the Securities and Exchange Commission on July 2, 2007. The Item 15 list of exhibits and Index to Exhibits in that report did not include an Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm (“Exhibit 23.1”). This amendment is being filed to include under Item 15 list of exhibits and Exhibit Index an Exhibit 23.1. We are filing herewith currently dated certifications in Exhibit 31.1, 31.2, 32.1 and 32.2, as listed in the exhibit index below. Except as described above, no other changes have been made to the Annual Report, and this Form 10-K/A Amendment No. 1 does not amend or update any other information contained in that original filing.
1
TABLE OF CONTENTS
|
|
Page |
||
|
PART IV |
|
|
|
|
|
3 |
||
|
|
4 |
||
|
|
|
||
|
Exhibit 23.1 |
|
|
|
|
Exhibit 31.1 |
|
|
|
|
Exhibit 31.2 |
|
|
|
|
Exhibit 32.1 |
|
|
|
|
Exhibit 32.2 |
|
|
|
2
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K/A Amendment No. 1:
1. Financial Statements:
See Index to Consolidated Financial Statements under Item 8 on page 87 of the originally filed Annual Report on Form 10-K.
2. Financial Statement Schedules:
Schedules not listed above have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
3. Exhibits.
The exhibit list in the Index to Exhibits below in this Amendment is incorporated herein by reference as the list of exhibits required as part of this report.
3
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
MARVELL TECHNOLOGY GROUP LTD. |
|||
|
|
|
|
||
|
Dated: July 13, 2007 |
|
By: |
/s/ MICHAEL TATE |
|
|
|
|
|
Michael Tate |
|
|
|
|
|
Interim Chief Financial Officer |
|
4
|
Exhibit |
|
Description |
|
|
|
|
|
2.1 |
|
Purchase and Sale Agreement dated as of February 17, 2006, by and among Avago Technologies Limited, Avago Technologies Imaging Holding (Labuan) Corporation, other sellers and Marvell Technology Group Ltd. and Marvell International Technology Ltd., incorporated by reference to Exhibit 2.1 of the registrant’s annual report on Form 10-K for the year ended January 28, 2006 as filed on April 13, 2006 |
|
|
|
|
|
2.2 |
|
Asset Purchase Agreement dated as of June 26, 2006 by and between Intel Corporation and Marvell Technology Group Ltd., incorporated by reference to Exhibit 2.1 of the registrant’s current report on Form 8-K for the period dated November 8, 2006 as filed on November 14, 2006 |
|
|
|
|
|
3.1 |
|
Memorandum of Association of the registrant, incorporated by reference to Exhibit 3.1 of the registrant’s registration statement on Form S-1 (file no. 333-33086), as filed on March 23, 2000 |
|
|
|
|
|
3.2 |
|
Second Amended and Restated Bye-laws of the registrant, incorporated by reference to Appendix A of the registrant’s Definitive Proxy Statement, as filed on May 21, 2001 |
|
|
|
|
|
3.3 |
|
Memorandum of Increase of Share Capital of Marvell Technology Group Ltd., incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K for the period dated June 29, 2006 as filed on July 6, 2006 |
|
|
|
|
|
4.1 |
|
Specimen common stock certificate of the registrant, incorporated by reference to Exhibit 4.1 of the registrant’s registration statement on Form S-1/A (file no. 333-33086), as filed on May 5, 2000 |
|
|
|
|
|
10.1# |
|
1997 Directors’ Stock Option Plan, incorporated by reference to Exhibit 10.2 of the registrant’s registration statement on Form S-1 (file no. 333-33086), as filed on March 23, 2000 |
|
|
|
|
|
10.2 |
|
Galileo Technology Ltd. 1997 Employees’ Stock Option Plan, incorporated by reference to Exhibit 10.4 of the registrant’s annual report on Form 10-K for the year ended January 27, 2001 as filed on April 27, 2001 |
|
|
|
|
|
10.3 |
|
Galileo Technology Ltd. 1997 GTI Stock Option Plan, incorporated by reference to Exhibit 10.5 of the registrant’s annual report on Form 10-K for the year ended January 27, 2001 as filed on April 27, 2001 |
|
|
|
|
|
10.4 |
|
Investors Rights Agreement dated September 10, 1999, incorporated by reference to Exhibit 10.6 of the registrant’s registration statement on Form S-1 (file no. 333-33086), as filed on March 23, 2000 |
|
|
|
|
|
10.5 |
|
Wafer Purchase Agreement by and between Marvell Technology Group Ltd. and Taiwan Semiconductor Manufacturing Corporation dated June 30, 1997, incorporated by reference to Exhibit 10.7 of the registrant’s registration statement on Form S-1/A (file no. 333-33086), as filed on May 5, 2000 |
|
|
|
|
|
10.6* |
|
Master Development, Purchasing and License Agreement between Intel Corporation and Marvell Semiconductor, Inc., incorporated by reference to Exhibit 10.8 of the registrant’s registration statement on Form S-1/A (file no. 333-33086), as filed on June 23, 2000 |
|
|
|
|
|
10.7 |
|
Lease Agreement dated June 1, 2000 by and between Marvell Semiconductor, Inc. and 525 Almanor LLC, incorporated by reference to Exhibit 10.9 of the registrant’s quarterly report on Form 10-Q for the period ended July 29, 2000 as filed on September 12, 2000 |
|
|
|
|
|
10.8 |
|
Lease Agreement dated June 30, 2000 by and between Galileo Technology Ltd. and Zanker Development Co., incorporated by reference to Exhibit 10.12 of the registrant’s annual report on Form 10-K for the year ended January 27, 2001 as filed on April 27, 2001 |
|
|
|
|
|
10.9* |
|
Technology License Agreement dated April 23, 2001 by and between Marvell International Limited and ARM Limited, incorporated by reference to Exhibit 10.13 of the registrant’s quarterly report on Form 10-Q for the period ended April 28, 2001 as filed on June 12, 2001 |
|
|
|
|
|
10.10* |
|
Amendment Number 2 to Master Development, Purchasing and License Agreement dated July 17, 2001 between Intel Corporation and Marvell Semiconductor, Inc., incorporated by reference to Exhibit 10.14 of the registrant’s quarterly report on Form 10-Q for the period ended July 28, 2001 as filed on September 12, 2001 |
5
|
Exhibit |
|
Description |
|
|
|
|
|
10.11 |
|
Lease Agreement dated October 19, 2001 by and between Marvell Semiconductor, Inc. and Yahoo! Inc., incorporated by reference to Exhibit 10.15 of the registrant’s quarterly report on Form 10-Q for the period ended October 27, 2001 as filed on December 7, 2001 |
|
|
|
|
|
10.12* |
|
Supply Agreement for the Fabrication and Purchase of Semiconductor Products dated June 13, 2002 by and between Marvell Semiconductor, Inc., Marvell Asia Pte Ltd. and Western Digital Technologies, Inc., incorporated by reference to Exhibit 10.16 of the registrant’s quarterly report on Form 10-Q for the period ended August 3, 2002 as filed on September 17, 2002 |
|
|
|
|
|
10.13* |
|
Amendment Number 3 to Master Development, Purchasing and License Agreement dated October 10, 2002 by and between Intel Corporation and Marvell Semiconductor, Inc., incorporated by reference to Exhibit 10.17 of the registrant’s quarterly report on Form 10-Q for the period ended November 2, 2002 as filed on December 17, 2002 |
|
|
|
|
|
10.14* |
|
Volume Supply Requirements Agreement dated as of December 2,2002, by and among Marvell Asia Pte Ltd. and Seagate Technology LLC incorporated by reference to Exhibit 10.18 of the registrant’s annual report on Form 10-K for the year ended February 1, 2003 as filed on May 2, 2003 |
|
|
|
|
|
10.15 |
|
Amended 2000 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.19 of the registrant’s quarterly report on 10-Q for the period ended August 2, 2003 as filed on September 15, 2003 |
|
|
|
|
|
10.16 |
|
Purchase and Sale Agreement for 5400 Bayfront Plaza; Santa Clara, California, dated August 18, 2003, by and between 3Com Corporation and Marvell Semiconductor, Inc., incorporated by reference to Exhibit 10.21 of the registrant’s quarterly report on 10-Q for the period ended November 1, 2003 as filed on December 15, 2003 |
|
|
|
|
|
10.17 |
|
First Amendment to Purchase and Sale Agreement dated October15, 2003, by and between 3Com Corporation and Marvell Semiconductor, Inc., incorporated by reference to Exhibit 10.22 of the registrant’s quarterly report on 10-Q for the period ended November 1, 2003 as filed on December 15, 2003 |
|
|
|
|
|
10.18 |
|
Second Amendment to Purchase and Sale Agreement dated October 22, 2003, by and between 3Com Corporation and Marvell Semiconductor, Inc., incorporated by reference to Exhibit 10.23 of the registrant’s quarterly report on 10-Q for the period ended November 1, 2003 as filed on December 15, 2003 |
|
|
|
|
|
10.19# |
|
Amended and Restated 1995 Stock Option Plan Restricted Stock Agreement, incorporated by reference to Exhibit 10.20 of the registrant’s annual report on Form 10-K for the year ended January 28, 2006 as filed on April 13, 2006 |
|
|
|
|
|
10.20# |
|
Amended and Restated 1995 Stock Option Plan, incorporated by reference to Exhibit 10.24 of the registrant’s quarterly report on 10-Q for the period ended July 30, 2005 as filed on September 8, 2005 |
|
|
|
|
|
10.21# |
|
Form of Performance-Based Vesting Option Agreement, incorporated by reference to Exhibit 10.23 of the registrant’s current report on Form 8-K for the period dated May 25, 2006 as filed on May 30, 2006 |
|
|
|
|
|
10.22 |
|
Credit Agreement dated as of November 8, 2006 among Marvell Technology Group Ltd., the Lenders Party thereto, Credit Suisse, Cayman Islands Branch, as Administrative Agent, LaSalle Bank National Association, as Syndication Agent, and KeyBank National Association and Commerzbank AG, as Co-Documentation Agents, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K for the period dated November 8, 2006 as filed on November 14, 2006 |
|
|
|
|
|
10.23 |
|
U.S. Pledge Agreement dated as of November 8, 2006 among Marvell Technology Group Ltd., Marvell Technology, Inc. and Credit Suisse, Cayman Islands Branch, as Administrative Agent, incorporated by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K for the period dated November 8, 2006 as filed on November 14, 2006 |
|
|
|
|
|
10.24 |
|
Bermuda Pledge Agreement dated as of November 8, 2006 among Marvell Technology Group Ltd., Marvell Technology, Inc. and Credit Suisse, Cayman Islands Branch, as Administrative Agent, incorporated by reference to Exhibit 10.3 of the registrant’s current report on Form 8-K for the period dated November 8, 2006 as filed on November 14, 2006 |
6
|
Exhibit |
|
Description |
|
|
|
|
|
10.25 |
|
Share Charge dated as of November 8, 2006 between Marvell International Ltd. and Credit Suisse, Cayman Islands Branch, as Administrative Agent, incorporated by reference to Exhibit 10.4 of the registrant’s current report on Form 8-K for the period dated November 8, 2006 as filed on November 14, 2006 |
|
|
|
|
|
10.26# |
|
Reformation of Stock Option Agreement dated December 27, 2006 by and between Sehat Sutardja and Marvell Technology Group Ltd., incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K for the period dated December 27, 2006 as filed on January 4, 2007 |
|
|
|
|
|
10.27# |
|
Reformation of Stock Option Agreement dated December 27, 2006 by and between Weili Dai and Marvell Technology Group Ltd., incorporated by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K for the period dated December 27, 2006 as filed on January 4, 2007 |
|
|
|
|
|
10.28# |
|
Reformation of Stock Option Agreement dated December 27, 2006 by and between Pantas Sutardja and Marvell Technology Group Ltd., incorporated by reference to Exhibit 10.3 of the registrant’s current report on Form 8-K for the period dated December 27, 2006 as filed on January 4, 2007 |
|
|
|
|
|
10.29# |
|
Reformation of Stock Option Agreement dated December 27, 2006 by and between George Hervey and Marvell Technology Group Ltd., incorporated by reference to Exhibit 10.4 of the registrant’s current report on Form 8-K for the period dated December 27, 2006 as filed on January 4, 2007 |
|
|
|
|
|
10.30# |
|
Reformation of Stock Option Agreement dated May 6, 2007 between Marvell Technology Group Ltd. and Dr. Sehat Sutardja, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K for the period dated May 2, 2007 as filed on May 8, 2007 |
|
|
|
|
|
10.31# |
|
Amendment of Stock Option Agreement dated May 6, 2007 between Marvell Technology Group Ltd. and Weili Dai, incorporated by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K for the period dated May 2, 2007 as filed on May 8, 2007 |
|
|
|
|
|
10.32 |
|
Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing by and from Marvell Technology, Inc., First American Title Insurance Company and Credit Suisse, Cayman Island Branch dated May 18, 2007, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K for the period dated May 18, 2007 as filed on May 24, 2007 |
|
|
|
|
|
10.33 |
|
Security Agreement among Marvell Technology, Inc., Marvell Semiconductor, Inc., SysKonnect, Inc., Avago Technologies Imaging (U.S.A.), Inc., Zenographics, Inc. and Marvell Semiconductor Ltd., the Guarantors party thereto and Credit Suisse, Cayman Islands Branch dated May 18, 2007, incorporated by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K for the period dated May 18, 2007 as filed on May 24, 2007 |
|
|
|
|
|
10.34 |
|
Form of Restricted Stock Unit Agreement incorporated by reference to Exhibit 10.34 of the registrant’s annual report on Form 10-K for the period dated January 27, 2007 as filed on July 2, 2007 |
|
|
|
|
|
10.35# |
|
Description of patent issuance bonus plan incorporated by reference to Exhibit 10.35 of the registrant’s annual report on Form 10-K for the period dated January 27, 2007 as filed on July 2, 2007 |
|
|
|
|
|
10.36# |
|
Description of vice president focal bonus plan incorporated by reference to Exhibit 10.36 of the registrant’s annual report on Form 10-K for the period dated January 27, 2007 as filed on July 2, 2007 |
|
|
|
|
|
21.1 |
|
Subsidiaries of the registrant incorporated by reference to Exhibit 21.1 of the registrant’s annual report on Form 10-K for the period dated January 27, 2007 as filed on July 2, 2007 |
|
|
|
|
|
23.1 |
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
|
|
31.1 |
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Dr. Sehat Sutardja Ph.D., President and Chief Executive Officer |
|
|
|
|
|
31.2 |
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Michael Tate, Interim Chief Financial Officer |
|
|
|
|
|
32.1~ |
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Dr. Sehat Sutardja Ph.D., President and Chief Executive Officer |
|
|
|
|
|
32.2~ |
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Michael Tate, Interim Chief Financial Officer |
7
|
# |
|
Denotes an executive or director compensation plan or arrangement. |
|
|
|
|
|
* |
|
Certain portions of this exhibit have been omitted pursuant to request for confidential treatment granted by the Securities and Exchange Commission. |
|
|
|
|
|
~ |
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
8