Table of Contents
PART I.
FINANCIAL INFORMATION
ITEM 1.
Financial Statements
Unaudited Consolidated Balance Sheets as of March 29, 2009 and September 28, 2008
Unaudited Consolidated Income Statements for the Quarters and Six Months Ended March 29, 2009 and March 30, 2008
Unaudited Consolidated Statements of Cash Flows for the Six Months Ended March 29, 2009 and March 30, 2008
Notes to Unaudited Consolidated Financial Statements
ITEM 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk
ITEM 4.
Controls and Procedures
PART II.
OTHER INFORMATION
Legal Proceedings
ITEM 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Default upon Senior Securities
Submission of Matters to a Vote of Security Holders
ITEM 5.
Other Information
ITEM 6.
Exhibits
2
Unaudited Consolidated Balance Sheets as of December 28, 2008 and September 28, 2008
Unaudited Consolidated Income Statements for the Quarters Ended December 28, 2008 and December 30, 2007
Unaudited Consolidated Statements of Cash Flows for the Quarters Ended December 28, 2008 and December 30, 2007
TABLE OF CONTENTS
Proxy Statement
Important Notice Regarding Internet Availability of Proxy Materials
Questions and Answers
Security Ownership of Certain Beneficial Owners and Management
Proposal 1Election of Directors
Executive Officers
Corporate Governance, Board Meetings and Committees
Director Compensation
Executive Compensation
Compensation Discussion and Analysis
Report of the Compensation Committee
Compensation Committee Interlocks and Insider Participation
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Potential Payments Upon Termination or Change in Control
Section 16(a) Beneficial Ownership Reporting Compliance
Equity Compensation Plan Information
Audit Matters
Audit Committee Report
Proposal 2Ratification of Independent Registered Public Accounting Firm
Transactions with Related Persons
Delivery of Documents to Stockholders Sharing an Address
Annual Report
Other Matters
General Information
Outstanding Voting Securities
Voting Procedures
Information Regarding the Board of Directors and its Committees
Directors Compensation
Option Grants in Last Fiscal Year
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
Executive Compensation Agreements
Compensation Committee Report for Fiscal Year 2006 of Microsemi Corporation
Performance Graph
Proposal 2Ratification of Appointment of Independent Registered Public Accountants
Stockholder Proposals
Contacting the Board
Independent Registered Public Accountants
Certain Relationships and Related-Party Transactions
Annex AAudit Committee Charter
Item
1
Business
1A
1B
Unresolved Staff Comments
Properties
3
4
5
Market for the Registrants Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
6
Selected Consolidated Financial Data
7
7A.
Quantitative and Qualitative Disclosures About Market Risk
8
Financial Statements and Supplementary Data
9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A.
9B.
10
Directors and Executive Officers of the Registrant
11
12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13
Certain Relationships and Related Transactions
14
Principal Accounting Fees and Services
15
Exhibits and Financial Statement Schedule
Compensation Committee Report for Fiscal Year 2005 of Microsemi Corporation
The Compensation Committee
1A.
1B.