Marvell Technology Group (MRVL)

Item 8.01 Other Events.

On May 22, 2008, the Company issued a press release announcing that it currently plans to hold its 2008 annual general meeting of shareholders at 3:30 p.m., Pacific time, on Friday, July 11, 2008, at the Hyatt Regency Hotel, Santa Clara Convention Center, 5101 Great America Parkway, Santa Clara, California 95054 (the “Annual Meeting”).  Shareholders of record as of the close of business on May 23, 2008 are entitled to notice of and vote at the Annual Meeting.

Deadline for Shareholder Proposals Pursuant to Rule 14a-8

As set forth in the Company’s proxy statement for the 2007 annual general meeting of shareholders, the Company previously set a deadline for the receipt of any shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in the Company’s proxy materials for the Annual Meeting.  The deadline for the receipt of shareholder proposals for the Annual Meeting under Rule 14a-8 has passed.

Deadline for Shareholder Proposals Not Pursuant to Rule 14a-8

As set forth in the Company’s proxy statement for the 2007 annual general meeting of shareholders, shareholder proposals, including director nominations, may also be made at the Annual Meeting in accordance with the terms of the Company’s Bye-Laws and the applicable provisions of the Bermuda Companies Act of 1981.

The press release constitutes public announcement of the date of the Annual Meeting for purposes of Bye-Law 32 of the Company’s Bye-Laws.

The text of the press release is being filed hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety by reference.

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Item 8.01 Other Events.

On May 8, 2008, the Company issued a press release announcing that it has entered into a settlement with the SEC in connection with the SEC’s previously disclosed investigation into the Company’s historic stock option granting practices.  A copy of the press release is attached as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference.

Item 8.01          Other Events.

Marvell has reached a tentative settlement with the plaintiffs in the previously disclosed federal derivative lawsuits related to historical stock option practices.  The Company has accrued $16 million in its fourth quarter 2008 financial statements related to anticipated payments pursuant to the tentative settlement.  The tentative settlement requires court approval before it becomes final.  Marvell anticipates that the parties will finalize and submit formal settlement documentation to the court in the next few months.

Item 8.01 Other Events

Annual General Meeting of Shareholders.

On October 19, 2007, the Company held its annual general meeting of shareholders. As of Friday, August 31, 2007, the record date for the annual general meeting, there were 590,473,023 shares of common stock of the Company issued and outstanding and entitled to vote at the annual meeting. Of these, 536,296,882 shares were present, in person or by proxy, representing 90.8% of the voting power of the common shares issued and outstanding and entitled to vote, which constituted a quorum for the meeting.

The following proposals were submitted to a vote of the shareholders and approved:

(1) to elect one (1) Class I Director to the Company’s Board of Directors. The nominee for the Class I Director was Dr. Paul R. Gray;

(2) to re-appoint PricewaterhouseCoopers LLP as the Company’s auditors and independent registered accounting firm, and to authorize the Company’s audit committee, acting on behalf of the Board, to fix the remuneration of the auditors and independent registered public accounting firm, in both cases for its 2008 fiscal year. With respect to this proposal, in the 2007 Proxy and related proxy card, the Company’s 2008 fiscal year was inadvertently listed as ending on January 26, 2008, when in fact the correct date is February2, 2008. An amending resolution was duly proposed and passed so that the shareholder vote taken with respect to this proposal reflects the correct date of February 2, 2008; and

(3) to approve and adopt the Company’s 2007 Director Stock Incentive Plan.

Item 8.01 Other Events.

On October 12, 2007, the Company issued a press release entitled “Marvell Technology Group, Ltd. Receives Wells Notice Concerning Previously Disclosed Investigation.”  The press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference into this current report.

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On August 17, 2007, Marvell Technology Group Ltd. (“Marvell”) issued a press release announcing that it currently plans to hold its 2007 annual general meeting of shareholders at 3:30 p.m., local time, on Friday, October 19, 2007, at the Hyatt Regency Hotel, Santa Clara Convention Center, 5101 Great America Parkway, Santa Clara, California 95054 (the “Annual Meeting”).  Shareholders of record as of the close of business on August 31, 2007 are entitled to notice of and vote at the Annual Meeting.

Deadline for Shareholder Proposals Pursuant to Rule 14a-8
The date on which the Annual Meeting will be held constitutes a change of more than 30 days from the anniversary of Marvell’s 2006 annual general meeting of shareholders.  As a result, pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, Marvell has set a new deadline for the receipt of shareholder proposals submitted pursuant to Rule 14a-8 for inclusion in Marvell’s proxy materials for the Annual Meeting.  The new deadline for delivering shareholder proposals to Marvell is the close of business on August 30, 2007.  Such proposals should be delivered to Marvell’s principal executive offices at the following address:  Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda, Attention: Secretary.  Such proposals also will need to comply with the rules of the Securities and Exchange Commission regarding the inclusion of shareholder proposals in Marvell’s proxy materials, and may be omitted if not in compliance with applicable requirements.

Deadline for Shareholder Proposals Not Pursuant to Rule 14a-8
As further set forth in Marvell’s proxy statement for the 2006 fiscal year, shareholder proposals, including director nominations, may also be made at the Annual Meeting in accordance with the terms of Marvell’s bye-laws and the applicable provisions of the Bermuda Companies Act of 1981.

The press release constitutes public announcement of the date of the Annual Meeting for purposes of bye-law 32 of Marvell’s bye-laws.

The text of the press release is being filed hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety by reference.

Item 8.01 Other Events.

On July 23, 2007, Marvell Technology Group Ltd. (the “Company”) issued a press release announcing that the Nasdaq Stock Market had determined that the Company had regained compliance with all Nasdaq rules, including Nasdaq Rule 4310(c)(14) relating to the filing of periodic reports with the Securities and Exchange Commission.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

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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:  July 23, 2007

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EXHIBIT INDEX

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Item 8.01               Other Events.

On May 7, 2007, the Company issued a press release regarding the internal review by a special committee of the Company’s board of directors relating to Company’s historical stock option practices and related accounting matters. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01               Other Events.

In July 2006, Marvell Technology Group Ltd. (the “Company”) announced that it had received a letter of informal inquiry from the Securities and Exchange Commission (the “SEC”) requesting certain documents relating to its stock option grants and practices. On April 20, 2007, the Company was informed that the SEC is now conducting a formal investigation in this matter. The Company has cooperated with the SEC regarding this matter and intends to continue to do so.

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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:  April 24, 2007

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Item 8.01               Other Events.

Special Committee of Board of Directors

Effective March 30, 2007, the Company’s Board of Directors appointed John J. Quinn, Esq. and Dr. William G. Howard, Jr. as non-director members of the special committee regarding derivative litigation of the Company’s Board of Directors (the “Special Committee”).  Under the Company’s bye-laws, the Board of Directors can delegate any of its powers to a committee that may consist partly or entirely of non-directors.  The Special Committee, previously comprising one director, will now comprise the two non-directors named above.  The Special Committee will continue the previously announced internal review relating to the Company’s historical stock option practices and related accounting matters.

Mr. Quinn is a retired Partner at the law firm of Arnold & Porter LLP and former President of the Los Angeles County Bar Association.  Mr. Quinn has received numerous awards and honors for his distinguished service in the legal community, including the Shattuck-Price Award, the Los Angeles County Bar Association’s highest honor, and the Distinguished Service Award presented by the United States Court of the Ninth Circuit.  Mr. Quinn has served as the Chairperson of the Senator Barbara Boxer Federal Judicial Selection Committee, overseeing the selection of nominees for federal judicial appointment of the United States District Court.  He was also Chairperson of the Disciplinary Committee of the District Court for the Central District of California from 1995 to 2001.

Dr. Howard has been an independent engineering consultant to various semiconductor and microelectronics companies since December 1990, including Xilinx, Inc., the Semiconductor Industry Association, and Dow Corning Corporation.  From October 1987 to December 1990, Dr. Howard served as a senior fellow at the National Academy of Engineering conducting studies of technology management.  Dr. Howard held various management positions at Motorola, Inc., a wireless and broadband communications company, between 1969 and 1987, including Senior Vice President and Director of Research and Development.  Dr. Howard previously served as a director of Credence Systems Corporation, a supplier of design-to-test solutions for semiconductors, and BEI Technologies, Inc., a manufacturer of electronic sensors, motors, actuators, encoders and motion control products, until its sale in 2005.  Dr. Howard is Chairman of Thunderbird Technologies, a private company developing new transistor technologies, and the Ramtron International Corporation, a manufacturer of memory products, and a director of Xilinx, Inc., a semiconductor company, and Sandia Corporation, a Lockheed Martin company that manages Sandia National Laboratories.  Dr. Howard serves on the Defense Science Board and is a former chair of the Department of Defense’s Advisory Group on Electron Devices.

Updated Risk Factor

The Company also hereby updates the first additional risk factor set forth in its Current Report on Form 8-K filed on October 17, 2006 to read in its entirety as follows:

Until we file our delayed Forms 10-Q and 10-K, there will be limited public information available concerning our results of operations and financial condition. The delay in the filing of our Forms 10-Q and 10-K and the restatement of our financial statements, and the related uncertainties, may also have other adverse effects.

We have not filed our Forms 10-Q for the fiscal quarters ended July 29, 2006 and October 28, 2006 and our Form 10-K for the fiscal year ended January 27, 2007.  Until we have filed our Forms 10-Q and 10-K, there will be limited

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public information available concerning our results of operations and financial condition. The absence of more recent financial statements may have an adverse effect on us and on the market prices of our securities.

Timely filing of periodic reports with the SEC is a requirement for continued listing of our shares on the NASDAQ Global Select Market.  The NASDAQ Stock Market’s Listing Qualifications Panel determined that the continued listing of our shares was contingent on filing our delayed Forms 10-Q and 10-K by March 7, 2007.  We appealed the Panel’s decision to the Nasdaq Listing and Hearing Review Council, which stayed the Panel’s decision pending further action and set a deadline of March 30, 2007 for us to submit to the Listing Council materials, other than those publicly filed, for the Listing Council’s consideration.  We do not know when the Listing Council may take any further action regarding its stay.  Even if the Listing Council decides to continue its stay of the Panel’s determination and our shares continue to be listed, we will still have to file our delayed Forms 10-Q and 10-K and otherwise meet NASDAQ’s listing requirements by June 28, 2007 or face delisting.  The Listing Council could also choose to require us to regain compliance by a date earlier than June 28, but it cannot extend the June 28 deadline.

We have to complete our internal review relating to our historical stock option practices and related accounting matters and the restatement of our financial statements before we can file our delayed Forms 10-Q and 10-K.  If we are unable to do so by June 28, 2007 or any earlier date that the Listing Council may establish, or if the Listing Council determines instead to lift its stay, our common stock will be delisted.  Delisting could cause our stock price to decline, would likely make the market for trading of our common stock less liquid, and could make it more difficult or more expensive for us to raise capital.

The delay in the filing of our Forms 10-Q and 10-K and the restatement of our financial statements, and the related uncertainties, may also have other actual or potential adverse effects in addition to those discussed above, including adverse effects on the perception of the Company by existing and potential customers and suppliers, our ability to raise needed financing through the issuance of equity or convertible debt securities, our ability to recruit and retain qualified personnel, and investor confidence.

Item 8.01               Other Events.

                Marvell Technology Group Limited (the “Company”) has received a letter of informal inquiry from the Securities and Exchange Commission requesting certain documents relating to the Company’s stock option grants and practices.  The Company has also received a grand jury subpoena from the office of the United States Attorney for the Northern District of California requesting substantially similar documents.  The Company intends to cooperate fully with both requests.

                At the direction of the Company’s Board of Directors, a special committee of the Board has commenced an internal review, assisted by outside legal counsel, relating to past stock option grants, the timing of such grants and related accounting matters.

                The Company also announced that a purported shareholder derivative action was filed in the United States District Court for the Northern District of California.  This lawsuit names the Company as a nominal defendant and a number of the Company’s current and former directors and officers as defendants.  The lawsuit seeks to recover damages purportedly sustained by the Company in connection with its option granting processes, and seeks certain corporate governance and internal control changes.  The Company does not intend to file additional current reports on Form 8-K describing future, similar lawsuits, if any, that may be filed against the Company or its personnel.

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On May 1, 2006, certain affiliates of Marvell Technology Group Ltd. (“Marvell”) completed the acquisition of the printer semiconductor business of Avago Technologies (“Avago”) in accordance with the terms and conditions of a Purchase and Sale Agreement dated February 17, 2006 (the “Original Agreement”), as amended by Amendment No. 1 to the Purchase and Sale Agreement dated April 11, 2006 (the “Amendment,” and together with the Original Agreement, the “Agreement”).

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