This excerpt taken from the MRVL 8-K filed Aug 11, 2005.
Item 5.05. Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics
Marvell Technology Group Ltd. (the Company), through its subsidiaries, Marvell Semiconductor, Inc.(MSI) and Marvell International Ltd. (MIL), has entered into a License and Manufacturing Services Agreement (the License Agreement) with C2Microsystems, Inc. (C2Micro). The License Agreement is on substantially similar terms as other license and manufacturing services agreements with other third parties. Dr. Sehat Sutardja, Ph.D. and Weili Dai, through their ownership and control of Estopia LLC (Estopia) are indirect shareholders of C2Micro. Herbert Chang, one of the Companys directors, through his ownership and control of C-Squared venture entities, is also an indirect shareholder of C2Micro. Dr. Pantas Sutardja, Ph.D. is also a shareholder in C2Micro.
The Companys Code of Ethics requires a waiver in connection with interested party transactions involving members of the Board of Directors, including the transaction described above. Effective as of August 10, 2005, the disinterested, independent directors of the Companys Board of Directors (the Board) granted a waiver of the Code of Ethics to Dr. Sehat Sutardja, Ph.D., Weili Dai, Dr. Pantas Sutardja, Ph.D. and Herbert Chang in connection with the entry into the License Agreement with C2Micro by MSI and MIL. The disinterested, independent directors of the Board approved this transaction as discussed above, after considering, among other things, the business and financial implications of the transaction, as well as the terms of the transaction, the Companys Code of Ethics and after concluding that the transaction is fair to, and in the best interests of, the Company.
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 11, 2005