Silicon Laboratories (SLAB)

Item 1.01. Entry into a Material Definitive Agreement

On June 24, 2008, Silicon Laboratories Inc., a Delaware corporation, (“Silicon Laboratories”), Irving Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of Silicon Laboratories, Integration Associates Incorporated, a California corporation (“Integration Associates”), and the shareholders of Integration Associates entered into an Agreement and Plan of Reorganization (the “Agreement”) pursuant to which Integration Associates would become a wholly-owned subsidiary of Silicon Laboratories (the “Merger”).  Integration Associates develops silicon solutions for wireless, wireline and power system management applications for a wide range of systems.

Under the terms of the Agreement, Silicon Laboratories will acquire all of the outstanding capital stock of Integration Associates in exchange for $80.0 million plus an amount equal to the excess of Integration Associates’ cash and other assets minus liabilities as of the closing date.  Of such consideration, $9.0 million will be withheld as security for breaches of representations and warranties and certain other expressly enumerated matters.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into this report by reference.

The press release announcing the Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 1.01. Entry into a Material Definitive Agreement

On March 14, 2008, Silicon Laboratories Inc., a Delaware corporation, as the lessee, and BA Leasing BSC, LLC., a Delaware limited liability company, as the lessor, entered into a Lease, Deed of Trust and Security Agreement (the “Lease Agreement”). In connection with the closing of the Lease Agreement, Silicon Laboratories also entered into a Participation Agreement dated March 14, 2008 with BA Leasing BSC, LLC, Wells Fargo Bank Northwest, National Association and various other financial institutions named therein.

Under the terms of the Lease Agreement, Silicon Laboratories will lease a facility in Austin, Texas for the expansion of its corporate headquarters (Silicon Laboratories entered into a lease for a similar building in Austin in March 2006). The property on which the facility is located is subject to a 99-year ground lease between the City of Austin and, as the assignee of the ground lease, BA Leasing BSC, LLC. The facility contains approximately 220,000 square feet, of which certain portions have been subleased. The Lease Agreement has a term of five years. The base rent for the term of the lease is payable in arrears in quarterly installments in an amount equal to the interest accruing on $50.1 million at the annual rate of three-month LIBOR (adjusted at the end of each three-month period) plus a margin of approximately 1.55%. In addition to base rent, the Lease Agreement requires Silicon Laboratories to pay all taxes, insurance and operating costs relating to the use and operation of the facility and to perform all maintenance and repairs of the facility. Silicon Laboratories is also responsible for the costs of any tenant improvements that it elects to make associated with the facility.

The Lease Agreement and Participation Agreement impose certain obligations on Silicon Laboratories and grants certain rights and remedies to BA Leasing BSC, LLC in the event of certain defaults by Silicon Laboratories under the Lease Agreement or the Participation Agreement, including the right to terminate the Lease Agreement, to bring suit to collect damages, and to compel Silicon Laboratories to purchase the facility. The Lease Agreement and Participation Agreement contain other customary representations, warranties, obligations, conditions, indemnification provisions and termination provisions, including covenants that Silicon Laboratories shall maintain unencumbered cash and highly-rated short term investments of at least $75 million. If Silicon Laboratories’ unencumbered cash and highly-rated short term investments is less than $150 million, it must also maintain a ratio of funded debt to EBITDAR over the four prior fiscal quarters of no greater than 2 to 1.

During the term of the Lease Agreement, Silicon Laboratories has an on-going option to purchase the building for a total purchase price of approximately $50.1 million. Prior to the expiration of the term, Silicon Laboratories is required to either purchase the facility for approximately $50.1 million or, provided that Silicon Laboratories is not in default under the Lease Agreement or the Participation Agreement, Silicon Laboratories may elect to cause the facility to be sold to a party unaffiliated with Silicon Laboratories (the “Sale Option”). In order to exercise the Sale Option, Silicon Laboratories must make a payment to BA Leasing BSC, LLC on or before the expiration of the Lease Agreement in the amount of approximately $40.0 million. To the extent that the net proceeds generated from the sale of the facility to a third party exceed $10.1 million, Silicon Laboratories would have the right to receive (a) substantially all of such excess proceeds if the sale occurs prior to the end of the term or (b) up to approximately $40.0 million of such excess proceeds if the sale occurs after the end of the term.

The foregoing descriptions are subject to, and qualified in their entirety by, the Lease Agreement and the Participation Agreement.  The Lease Agreement and the Participation Agreement are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and the terms thereof are incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 2.01 of this Current Report on Form 8-K regarding the Intellectual Property License Agreement is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

On February 8, Silicon Laboratories Inc. , a Delaware corporation, Silicon Laboratories International Pte. Ltd., a private limited company organized under the laws of Singapore (collectively “Silicon Laboratories”), NXP B.V. , a limited liability company organized under the laws of The Netherlands, and NXP Semiconductors France SAS, a company incorporated under the laws of France  (collectively “NXP”), entered into a Sale and Purchase Agreement (“Purchase Agreement”) pursuant to which NXP will purchase Silicon Laboratories’ Aero™ transceiver, AeroFONE™ single-chip phone and power amplifier product lines.

Under the terms of the Purchase Agreement, Silicon Laboratories would sell certain assets and liabilities associated with the above product lines for $285 million in cash, with additional earn-out potential of up to an aggregate of $65 million over the next three years.  Upon the closing, Silicon Laboratories will grant NXP a license with respect to retained intellectual property and NXP will grant a license to Silicon Laboratories with respect to transferred intellectual property as set forth in an Intellectual Property License Agreement.   The transaction is subject to regulatory approvals, acceptance of employment with NXP by 80% of the employees associated with the transferred product lines and other customary closing conditions.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated into this report by reference. The Purchase Agreement has been included to provide information regarding its terms and is not intended to provide any other factual information about Silicon Laboratories. The Purchase Agreement contains representations and warranties of Silicon Laboratories made to and solely for the benefit of NXP and the assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts, since they were only made as of the date of the Purchase Agreement and are modified in important part by the underlying disclosure schedules.

The press release announcing the Sale is attached as Exhibit 99.1 to this Current Report on Form 8-K.