UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 FORM 10-K
 (Mark
One)
 x
              Annual
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934
 For
the fiscal year ended: February 2, 2008
 OR
  ̈
              Transition
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934
 For
the transition period from
                
      to
 Commission
File Number 001-32207
 SIGMA
DESIGNS, INC.
 (Exact
name of Registrant as specified in its charter)
 California
              94-2848099(State
      or other jurisdiction of
                incorporation
      or organization)
              (I.R.S.
      Employer
                Identification
      Number)1778
      McCarthy Blvd Milpitas, California
              95035(Address
      of principal executive offices)
              (Zip
      code)
  Registrant’s
telephone number, including area code: (408) 262-9003
  Securities
registered pursuant to Section 12(b) of the Act:
  Title
      of each class
              
              Name
      of each exchange on which registeredCommon
      Stock, no par value
              
              The
      NASDAQ Stock Market LLC
 
 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   ̈    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   ̈    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  x    No   ̈
 
 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 registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, or 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   ̈               Non-accelerated
filer   ̈              Smaller
reporting company   ̈
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
 
 Yes   ̈    No    x
 
 The
aggregate market value of the registrant’s common stock, no par value, held by
non-affiliates of the registrant was approximately $760,415,635 based on the
closing sale price of $31.57 per share as of August 3, 2007.  Shares
of common stock held by each executive officer, director and shareholders known
by the registrant to own 5% or more of the registrant’s outstanding common stock
based on Schedule 13G or 13D filings and other information known to the
registrant, have been excluded because such persons may be deemed to be
affiliates.  This determination of affiliate status is not necessarily
a conclusive determination for other purposes.
  There
were 26,537,317 shares of the Registrant’s Common Stock outstanding on March 21,
2008.
 
 1
 DOCUMENTS INCORPORATED BY
REFERENCE
  Items 10
(as to directors and Section 16(a) Beneficial Ownership Reporting
Compliance), 11, 12, 13 and 14 of Part III incorporate by reference
information from the registrant’s proxy statement to be filed with the
Securities and Exchange Commission in connection with the solicitation of
proxies for the registrant’s 2008 Annual Meeting of Shareholders.
 
 2
 Sigma
Designs, Inc.
 2007
ANNUAL REPORT ON FORM 10-K
 TABLE
OF CONTENTS
  Page NoPART
      IItem 1.
              Business
              5Item 1A.
              Risk
      Factors
              12Item 1B.
              Unresolved
      Staff Comments
              23Item 2.
              Properties
              23Item 3.
              Legal
      Proceedings
              23Item 4.
              Submission
      of Matters to a Vote of Security Holders
              24PART
      IIItem 5.
              Market
      for the Registrant’s Common Equity and Related Shareholder
      Matters
              25Item 6.
              Selected
      Consolidated Financial Data
              25Item 7.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              26Item 7A.
              Quantitative
      and Qualitative Disclosures About Market Risk
              38Item 8.
              Financial
      Statements and Supplementary Data
              40Item 9.
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              65Item 9A.
              Controls
      and Procedures
              65Item 9B.
              Other
      Matters
              68PART
      IIIItem 10.
              Directors
      and Executive Officers of the Registrant
              68Item 11.
              Executive
      Compensation
              69Item 12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Shareholder Matters
              69Item 13.
              Certain
      Relationships and Related Transactions
              69Item 14.
              Principal
      Accounting Fees and Services
              69PART
      IVItem 15.
              Exhibits
      and Financial Statement Schedules
              70Signatures
              72
   3
 FORWARD-LOOKING
INFORMATION
 
 Throughout
this report, we refer to Sigma Designs, Inc., together with its subsidiaries, as
“we,” “us,” “our,” “our company,” “Sigma” or “the Company.”
 
 This Form
10-K for the year ended February 2, 2008 contains forward-looking statements
that involve risks and uncertainties.  The forward-looking statements
are contained principally in the sections entitled "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business.”  These statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performances
or achievements expressed or implied by the forward-looking
statements.  Forward-looking statements include, but are not limited
to, statements about:
 
 •anticipated
trends and challenges in our business and the markets in which we
operate;
 
 •our
ability to remediate material weaknesses in, and improve the qualities of, our
internal controls;
 
 •our
expectations regarding our expenses and international sales;
 
 •plans
for future products and services and for enhancements of existing products and
services;
 
 •our
plans relating to the VXP image processing technology that we recently
acquired;
 
 •our
anticipated cash needs and our estimates regarding our capital requirements and
our needs for additional financing;
 
 •our
anticipated growth strategies;
 
 •our
intellectual property;
 
 •statements
regarding our legal proceedings;
 
 •our
ability to attract customers; and
 
 •sources
of new revenue.
 
 In some
cases, you can identify forward-looking statements by terms such as "may,"
"might," "will," "objective," "intend," "should," "could," "can," "would,"
"expect," "believe," "estimate," "predict," "potential," "plan," or the negative
of these terms, and similar expressions intended to identify forward-looking
statements.  These statements reflect our current views with respect
to future events and are based on assumptions and subject to risks and
uncertainties.  Given these uncertainties, you should not place undue
reliance on these forward-looking statements.  We discuss many of
these risks in this 10-K in greater detail under the heading "Risk
Factors.”  Also, these forward-looking statements represent our
estimates and assumptions only as of the date of this 10-K. Unless required by
U.S. federal securities laws, we do not intend to update any of these
forward-looking statements to reflect circumstances or events that occur after
the statement is made.
 
 You
should read this 10-K and the documents that we reference in this 10-K
completely and with the understanding that our actual future results may be
materially different from what we expect.  We qualify all of our
forward-looking statements by these cautionary statements.
 
 4
 PART
I
 ITEM 1.
              BUSINESS
 
 Overview
 
 We are a
leading fabless provider of highly integrated system-on-chip, or SoC, solutions
that are used to deliver multimedia entertainment throughout the
home.  Our SoC solutions combine our semiconductors and software and
are a critical component of multiple high-growth, consumer applications that
process digital video and audio content, including internet protocol TV, or
IPTV, high definition DVD players, high definition TVs, or HDTVs, and portable
media players.  Our semiconductors provide high definition digital
video decoding for multiple compression standards, graphics acceleration, audio
decoding, a central processing unit, or CPU, and display control.  Our
software provides control of media processing and system security
management.  Together, our semiconductors and software form a
complete SoC solution that we believe provides our customers with a foundation
to quickly develop feature-rich consumer entertainment products.
  We
believe we are the leading provider of digital media processor SoCs for set-top
boxes in the IPTV market and a leading provider of such SoCs in the high
definition DVD player market, in terms of units shipped.  For set-top
boxes in the IPTV market, we are currently the only provider qualified to ship
digital media processor SoCs based on the Microsoft IPTV
platform.  Our SoC solutions are used by leading IPTV set-top box
providers, such as Cisco Systems/Scientific Atlanta, Motorola, Netgem and
UTStarcom.  IPTV set-top boxes incorporating our SoC solutions are
deployed by telecommunications carriers globally, including carriers in Asia,
Europe and North America, such as AT&T, British Telecom, Deutsche Telekom
and Freebox.  We work closely with these carriers and set-top box
providers, as well as with systems software providers, such as Microsoft, to
design solutions that address the carriers' specific requirements regarding
features and performance.  Our products are also used by consumer
electronics providers, such as D-Link, Netgear, Panasonic, Pioneer, Sharp, Sony
and Toshiba, in applications such as high definition DVD players, HDTVs and
portable media players.
 
 We have
been providing video and audio solutions for over 15 years.  We
began volume shipments in January 2006 of our SMP8630 series, our fourth
generation SoC solution serving the IPTV, high definition DVD player and HDTV
markets.
 
 Industry
Background
 
 The
growth of the Internet, proliferation of rich multimedia content, advances in
communications infrastructure, digital video and audio compression technologies
and improvements in television displays have resulted in significant demand for
the applications that we primarily target, which are IPTV, high definition DVD
players and HDTVs.
 
 The IPTV
market consists of consumer and commercial products that distribute and receive
streaming video using IP.  IPTV is emerging as an important consumer
multimedia application as it allows telecommunications carriers to deliver
advanced video services to consumers using existing telecommunications
infrastructure.  These carriers are actively pursuing the deployment
of IPTV because it enables them to offer attractive video, voice and data, or
triple play, services and increase their revenue per
subscriber.  According to Infonetics Research, the worldwide IPTV
subscriber base is expected to grow from 12.7 million in 2007 to 97.2 million in
2011, representing a compound annual growth rate of 66%. The key challenges faced
in delivering high-quality video content to end users across existing
copper-based telecommunications infrastructure are limited bandwidth and
security of the content.  These challenges are addressed by advanced
video compression technologies and security technologies that providers of IPTV
set-top boxes are increasingly incorporating in their
devices.  Currently, IPTV set-top boxes use one of two platforms based
on software developed by either Microsoft or various Linux providers, each of
which offers certain advantages and disadvantages.
 
 High
definition DVD players are becoming increasingly popular among
consumers.  This is driven primarily by the superior video and audio
quality they provide relative to standard definition DVD players, the increasing
availability of high definition prerecorded content, the proliferation of HDTVs
enabling display of this content and the steadily declining prices of the high
definition DVD players and the HDTVs themselves.  According to
research firm iSuppli, 6.6 million Blu-ray players will ship this year, rising
to 17.4 million in 2009, 28.7 million in 2010 and 45.4 million in 2011 (© 2008
by Investor’s Business Daily, Inc. Reprinted with permission).  These
devices have previously been based on two standards, Blu-ray and high definition
DVD.  However, since Toshiba, as the primary proponent of HD-DVD, has
withdrawn its support for that standard, Blu-ray is now considered by many the
only viable standard for high definition DVD players moving
forward.
 
 The
proliferation of HDTVs is being driven by consumer demand for higher quality
video, increasing availability of higher definition content, improved television
displays, declining prices and various mandates to shift from analog to digital
broadcast worldwide.
 
 5
 The
consumer multimedia entertainment applications that we target increasingly
require video and audio data to be processed, transmitted, stored and displayed
in an efficient and secure manner, while simultaneously maintaining high
resolution, multi-channel video and audio and providing the end-user a variety
of interactive options.  In order to provide this increased
functionality in a cost-effective manner, manufacturers of consumer electronics
demand semiconductors that integrate more features on a single chip, as well as
reduce their costs, time-to-market and power consumption.  We believe
the challenge to manufacturers of digital media processor SoCs is to balance the
integration of more functionality with lower costs and shorter development
cycles.
 
 Our
Solutions
 
 We
provide SoC solutions that consist of highly integrated semiconductors and a
rich suite of software that enables real-time processing of digital video and
audio content, which we refer to as real-time software.  Our real-time
software is readily customizable by our customers and is interoperable with
multiple standard operating systems.  As a result, we believe our SoC
solutions enable consumer multimedia devices to be quickly brought to
market.  We believe IPTV set-top box and high definition DVD player
designers and manufacturers select our SoC solutions because of the compelling
nature of their performance and ease of integration.  Our highly
integrated products have replaced a number of single function semiconductors
with a multi-function SoC, which significantly improves performance and lowers
power consumption and cost.
 
 We
believe our SoCs have been able to deliver industry-leading performance in video
decoding, graphics acceleration and audio decoding, which allows our customers
to offer consumers a high-quality viewing experience.  We surround
this media processing functionality with a robust security management solution,
an on-chip CPU, a high-speed memory interface, and complementary system
peripherals.  This SoC architecture with memory components establishes
a complete hardware development platform for our target
applications.  We also add a suite of real-time software that reduces
the complexity of our SoC architecture and enables our customers to quickly
design consumer multimedia devices.  Our software includes an industry
standard operating system, embedded software tools and development kits that
enable our customers to easily port their software to run on our
processors.
 
 Our
Strengths
 
 We have
internally developed the core technologies, expertise and capabilities necessary
to provide a complete digital media processing SoC solution.  We
believe we have the following strengths:
 
 •Strong Position Within IPTV and High
Definition DVD Player Markets.  We believe we are the leading
provider of digital media processor SoCs for set-top boxes in the IPTV market
and a leading provider of such SoCs in the high definition DVD player market, in
terms of units shipped.  For set-top boxes in the IPTV market, we are
currently the only provider qualified to ship digital media processing solutions
based on the Microsoft IPTV platform.  In the high definition DVD
player market, we believe our suite of software for Blu-ray players is the most
comprehensive offering available to date.  We have built this
position, in part, by being one of the first multimedia processing semiconductor
providers to work extensively with both IPTV and high definition DVD player
providers as well as telecommunications carriers to design solutions that
address their specific feature and performance requirements.  Through
this process, we have gained valuable insight into the challenges of our
customers and such carriers and have gained visibility into their product
development plans.  As a result, we believe we are able to provide our
customers with a stable and reliable source of field-proven digital media
processing solutions that our competitors cannot easily replicate.
 
 •Highly Integrated SoC Leveraged
Across Multiple Consumer Applications.  We have developed a
proprietary SoC architecture that allows us to integrate high-performance
digital video and audio decoding and graphics processing with security
management, memory control, a CPU and complementary peripheral
interfaces.  Our SoCs can replace a number of single function
semiconductors, which significantly improves performance and lowers power
consumption and cost to our customers.  Furthermore, all of these
functions can be performed synchronously at high processing speeds, typically up
to 200 Megahertz.  Our ability to integrate these multiple functions
into a single, high-speed semiconductor allows us to satisfy many different
consumer multimedia entertainment applications with the same hardware
platform.
 
 •Differentiated Software Development
Capabilities.  As a result of our 15 years of experience in
delivering video and audio solutions, we have developed expertise in real-time
software that synchronizes and controls the playback of video and audio from a
variety of sources.  This software translates the complex silicon
architecture of our SoCs into a much simpler application programming
interface.  Using this interface, our customers are able to program
under industry standard operating systems, enabling them to easily customize our
solutions and reduce their time to market.  The majority of our
engineering personnel are dedicated to software development.
 
 •Multi-Standard
Functionality.  Our SoC solutions are designed to support
multiple industry standards that are used in the consumer applications we
target.  For example, there are over a dozen different video and audio
standards used in current consumer applications, including video standards, such
as H.264, MPEG-4, MPEG-2, MPEG-1 and WMV9, and audio standards, such as Dolby,
DTS and MP3.  Beyond this, there are a range of digital rights
management security standards such as AES, RSA and
MSDRM.  Additionally, there are two primary operating systems,
Microsoft Windows CE and Linux, that each has its own middleware
standards.  We support all of these standards.
 
 6
 •Breadth and Depth of Relationships
Within the IPTV Ecosystem.  In order to provide a complete
system-level solution for the IPTV market, we have developed strong
relationships with industry leaders that form the ecosystem required to deliver
an end-to-end solution, from content creation to content display.  The
IPTV ecosystem consists of providers of middleware, encoders and security
solutions.  For middleware and server software, interoperability with
products provided by Alcatel, Microsoft and Siemens, among others, is
required.  For encoders, providers such as Harmonic, Tandberg and
Modulus (now part of Motorola) must design products that operate compatibly with
digital media processors such as ours.  For security solutions, there
are also a range of providers, including Microsoft, Nagra and
NDS.  Our strong position in the IPTV market has enabled us to develop
and maintain relationships with these providers and offer solutions that are
interoperable with their products.
 
 Our
Strategy
 
 Our
objective is to be the leading provider of digital media processing SoCs for
multiple consumer applications.  To achieve this objective, we expect
to continue to pursue the following strategies:
 
 •Extend our Leadership Position in
IPTV and High Definition DVD Player Markets.  We have achieved
a significant share in the IPTV and high definition DVD player markets by
providing our customers with highly integrated digital media processor SoCs that
are readily customizable.  In addition, our solutions work effectively
across different platforms and standards in each of these markets.  We
intend to provide the most compelling integrated digital media processing
solutions to our customers and support multiple standards in these end markets
in order to maintain our high market share.
 
 •Increase Penetration in
HDTVs.  We have successfully penetrated high-end HDTVs that, as
a key feature, enable Internet connectivity and wired or wireless networking
with media centers and other consumer electronics devices.  Our SoC
solutions incorporate software that enables the interoperability of HDTVs with
standards such as Intel's Viiv, Microsoft's Media Center Extender and the
Digital Living Network Alliance.  We believe our software, which fully
supports the various standards and technologies required to provide Internet
connectivity and networking functionality, differentiates us from our
competitors.  We intend to leverage our semiconductor and software
expertise to develop additional SoC solutions targeted specifically towards
HDTVs such that we are able to increase our penetration in the HDTV market as a
whole.
 
 •Enhance our Software Development
Advantage.  We believe our software provides a suite of
capabilities that are not currently available from our
competitors.  Our software is integrated and embedded into our
customers' products during their product design stage.  As a result,
once we are designed into our customers' product, we believe it is difficult for
our competitors to displace us.  We intend to leverage our software
development capabilities and continue to invest significant resources in
recruiting and developing additional expertise in the area of high-performance
software development.
  •Expand into Complementary
Technologies and Products.  We will continue to evaluate
opportunities to expand, whether through acquisition or internal development,
into technologies and products that are complementary to the applications we
target.  On February 11, 2008, we acquired certain assets of the VXP
group from Gennum Corporation.  We intend to leverage the VXP image
processing technology and skilled VXP design team to expand into the
professional video market and add broadcast studio quality capability to our
product offerings for high-volume consumer applications in set-top boxes for
IPTV, high-definition DVD players and HDTVs.  In 2006, we acquired
Blue7, a developer of advanced UWB technologies, in order to extend our product
offerings into wireless solutions for the home entertainment
environment.  We believe that the combination of wireless
communication technologies with our existing media processing SoC solutions will
enable us to increase the value we deliver to our customers.
  •Leverage Existing Partner and
Customer Relationships.  We have developed partnerships with
standards and platform defining entities like Microsoft, which enable us to win
new customers effectively.  We also have strong customer relationships
with many IPTV set-top box and high definition DVD player designers and
manufacturers.  We also work closely with telecommunications carriers
to understand their needs in advance of our customers' product development
cycle.  We intend to leverage our existing position with our partners
and customers to identify and secure new market opportunities.
 
 Our
Products
 
 We offer
semiconductors along with real-time software that together enable digital media
processing solutions for consumer entertainment products.  We believe
our line of digital media processor SoCs features industry leading performance
and video/audio quality.  We complement our semiconductors with a
suite of real-time software that enables synchronous processing of video, audio
and graphics streams for a wide range of applications.  Our software
is currently available under Microsoft WinCE and Linux operating systems with
support for applications such as IP video streaming, video-on-demand, DVD
navigation, personal-video-recording, multi-window video, and terrestrial
broadcast reception.  In addition, we provide reference platforms
designed around our silicon and software as a convenient basis for customer
development.
 
 7
 The
following table sets forth the key performance features of, and target
applications for, selected SoCs in our suite of products:
 
 Product
      Series
              
              Key
      Performance Features
              
              Target
      ApplicationsSMP8630
                
                High
      definition, fully integrated, secure digital media processor SoC—our
      leading product for IPTV and Blu-ray player markets
              
              •  High-definition
      multi-stream video decoding of MPEG-4.10 (H.264), VC-1 (SMPTE 421M), WMV9,
      MPEG-4.2 and MPEG-2
                
                •  Secure
      media processing with a wide variety of Digital Rights Management (DRM)
      and Conditional Access (CA)
                
                •  Programmable
      audio decoding with support for all audio formats
                
                •  High
      performance 2D graphics acceleration with alpha blending and
      scaling
                
                •  Display
      output control including de-interlacing, HDMI and NTSC/PAL
                
                •  Integrated
      high performance CPU and system connectivity interfaces (Ethernet, USB,
      IDE, IR, IIC)
              
              •  IPTV
                
                •  Blu-ray
      players/recorders
                
                •  HDTVEM8620L
                
                High
      definition digital media processor SoC—our mid-range product for
      multi-format applications
              
              •  High-definition
      decoding of MPEG-4.10 (H.264), SMPTE 421M (VC-1), WMV9, MPEG-4.2 and
      MPEG-2
                
                •  Selected
      DRM decryption support
                
                •  Programmable
      audio decoding with support for all formats
                
                •  2D
      graphics acceleration with alpha-blending and scaling
                
                •  Display
      output control including de-interlacing and NTSC/PAL
                
                •  Integrated
      CPU, Ethernet, and IDE
              
              •  Digital
      media adapters
                
                •  IPTV
                
                •  HDTVWindeo®
                
                UWB
      dual chip solution—for high bandwidth cable replacement applications,
      currently in customer sampling phase
              
              •  Based
      on the WiMedia® Alliance Multi-band OFDM (MBOA) PHY v1.1 and MAC v1.0
      Specifications and is comprised of two devices: Windeo® RF IC (B7CW101)
      and Windeo® Baseband IC (B7CW201)
                
                •  Enables
      adding high-speed wireless access to the next generation of consumer
      electronics products
              
              •  IPTV
                
                •  Blu-ray
      players/recorders
                
                •  HDTV
                
                •  Digital
      media adapters
                
                •  PCs
      and peripheralsVXP9450
                
                10-bit
      dual channel
                Image
      Processor
              
              •  High
      quality motion and speedadaptive
      deinterlacing
                
                •  Advanced
      film mode detection andcompensation
                
                •  Frame
      rate conversion with fullsupport
      for genlock and frame-lockoperation
                
                •
      Adaptive 3D noise reduction
                
                •  Mosquito
      noise reduction and blockartifact
      reduction
                
                •  Adaptive
      detail enhancement
                
                •  Adaptive
      contrast enhancement
              
              •  Projection
      and high-end HDTVs
                
                •  AV
      receivers
 
 8
 Our SoCs
accounted for 98%, 95% and 85% of our net revenue for the fiscal 2008, 2007 and
2006, respectively.
 
 The
VXP9450 product series was added to our product suite as a result of the VXP
acquisition completed in February 2008.
 
 Complementing
our semiconductors, the following software elements perform the essential
control and processing functions that are common to most consumer entertainment
devices:
 
 •Multimedia
Library:    This software forms the basis of the
on-chip media processing control of our SoCs and is essential to the operation
of our SoCs.  We provide this software in the form of a large suite of
interactive library functions that together create the real-time control center
for all video, graphics and audio activities.  It performs the
following primary functions: video decoding, graphics acceleration, display
output, audio decoding, transport demultiplexing, and sample playback
applications.
 
 •Security
Management:    This software is designed to protect
the application that incorporates our SoC and the digital content processed
through the application from external attack.  It includes the
following features: an XOS operating system that boots the system, controls the
separate secure CPU, and provides a security programming environment and X-task
(security function) source code samples and tools to build customized security
procedures, as well as sample keys and certificates.
 
 •Porting
Adaptations:    This software is ported to one of our
SoCs from a customer's general operating system and represents the customer's
development environment.  It includes the following elements:
operating system kernel, peripheral hardware drivers, such as Ethernet, USB and
IDE, and a bootloader that contains system initialization and related
utilities.
 
 These
software elements, used with our hardware reference design boards, are packaged
into the following application specific development kits for each of our target
markets:
 
 •MicrosoftTV
set-top box kit;
 
 •Linux-based
IPTV set-top box kit;
 
 •Blu-ray
player kit;
 
 •Digital
media adapter kit;
 
 •Microsoft
WinCE general development kit;
 
 •HDTV
television kit; and
 
 •Portable
media device kit.
 
 As legacy
products, we also offer a series of PC-based solutions, under the NetStream and
REALmagic Xcard brand names, that are sold into the commercial streaming and PC
add-in markets, respectively.
 
 Customers
 
 We sell
our products principally to designers and manufacturers and to distributors who,
in turn, sell to manufacturers.  Typically, when we sell to
distributors, they have already received an order for our products directly from
a manufacturer.  Our sales to our customers are typically accomplished
on a purchase order basis.
 
 9
 
  For the
year ended February 2, 2008, MTC Singapore, Uniquest and Macnica accounted for
23%, 19% and 12%, respectively, of our net revenue.  For fiscal 2007,
Freebox and Uniquest accounted for 20% and 17%, respectively, of our net
revenue.  For fiscal 2006, Uniquest accounted for 26% of our net
revenue.  Our distributor customers, such as Macnica and Uniquest, in
turn sell our products to multiple designers and manufacturers that produce our
target applications.
 Substantially
all of our product shipments are to customers outside of North
America.  In fiscal 2008, 2007 and 2006, shipments to customers
outside of North America accounted for 95%, 89% and 88% of our net revenue,
respectively.  Revenue from our customers in Asia accounted for 69%,
53% and 82% of our net revenue in fiscal 2008, 2007 and 2006,
respectively.
 
 Sales
and Marketing
 
 We sell
our products worldwide through multiple channels, including our direct sales
force, manufacturer representatives and independent distributors strategically
located in many countries around the world.  We have sales
representatives in the United States, Belgium, China, Japan and
Taiwan.  In Korea and Japan, we sell our products primarily through
independent distributors.
 
 Our sales
cycle typically ranges from nine to eighteen months, but may last longer, and
depends on a number of factors, including the technical capabilities of the
customer, the customer's need for customization of our SoCs and the customer's
evaluation and qualification process.  We generally plan the
fabrication of our products based on customer forecasts.
 
 For our
larger volume designer and manufacturer customers, purchase orders for our
products are generally non-cancelable between four and twelve weeks before our
scheduled delivery dates, and within four weeks of scheduled delivery
dates.
 
 Competition
 
 The
market for digital media processors is highly competitive and is characterized
by rapid technological change, evolving standards and decreasing
prices.  We believe that the principal factors on which we compete
include time-to-market for new product introductions, product performance,
industry standards compatibility, software functionality, price, and marketing
and distribution resources.
 
 We
believe our competitors include AMD (ATI Technologies), Analog Devices,
Broadcom, Conexant Systems, Genesis Microchip, Mediatek, NXP Semiconductors,
Pixelworks, ST Microelectronics, Texas Instruments and Tzero.  Many of
these companies have higher profiles, larger financial resources, and greater
marketing resources than we do and may develop a competitive product that may
inhibit the wide acceptance of our products.  We believe that other
manufacturers are developing products that will compete directly with our
products in the near future.
 
 Research
and Development
 
 We focus
our development efforts primarily on three areas: video/audio decoder
technologies, secure media processing and fully integrated SoC
solutions.  To achieve and maintain technology leadership, we intend
to continue to make advancements in the areas of video and audio compression and
decompression, as well wireless connectivity.  We expect these
advancements will include maintaining compatibility with emerging standards and
multiple platforms, and making improvements to the current
architecture.
 
 We have
invested, and expect that we will continue to invest, substantial resources to
research and development of future generations of MPEG and other multimedia
technologies.  During fiscal 2008, 2007 and 2006, our research and
development expenses were $31.4 million, $22.5 million and $15.0 million,
respectively.
 
 We have
assembled a large team of experienced engineers and technologists.  As
of February 2, 2008, we had 143 research and development
employees.  These personnel conduct all of our product development
along with the assistance of a number of independent contractors and
consultants.
 
 Intellectual
Property
 
 Our
success and future revenue growth depend, in part, on our ability to protect our
intellectual property.  We rely primarily on patent, copyright,
trademark and trade secret laws, as well as agreements with customers, suppliers
and employees, to protect our proprietary technologies and
processes.
 
 10
 As of
February 2, 2008, we held 30 issued patents and we had 24 patent applications
pending for our technology.  The termination dates of these patents
range from five to sixteen years.  We cannot assure you that more
patents will be issued or that such patents, even if issued, or our existing
patents will provide adequate protection for our competitive
position.  Although we intend to protect our rights vigorously, we
cannot assure you that these measures will be successful.
 
 Manufacturing
 
 We are a
fabless semiconductor company and we do not own or operate a fabrication,
packaging or testing facility.  We depend on third-party vendors to
manufacture, package and test our products.  By outsourcing
manufacturing, we are able to avoid the cost associated with owning and
operating our own manufacturing facility.  This allows us to focus our
efforts on the design and marketing of our products.
 
 Semiconductor
fabrication
 
 We rely
on Taiwan Semiconductor Manufacturing Company, or TSMC, to fulfill substantially
all of our manufacturing needs, including SoC manufacturing.  We
believe that our fabless manufacturing approach provides us with the benefits of
superior manufacturing capability as well as flexibility to move the
manufacturing, assembly and testing of our products to those vendors that offer
the best capability at an attractive price.  Nevertheless, because we
do not have a formal, long-term pricing agreement with our third-party
manufacturers, our costs and services are subject to sudden price fluctuations
based on the cyclical demand for semiconductors.
 
 Assembly and test
 
 Once our
products have been manufactured, we have them packaged and
tested.  Our products are shipped from TSMC and our other third-party
manufacturers to third-party sort, assembly and test facilities where they are
assembled into finished semiconductors and tested.  We outsource all
packaging and testing of our products to third-party assembly and test
facilities, primarily to Advanced Semiconductor Engineering, Inc., or ASE, in
Taiwan.  Our products are designed to use low-cost, standard packages
and to be tested with widely available test equipment.
 
 Quality
assurance
 
 We are
committed to maintaining the highest level of quality in our
products.  We have designed and implemented a quality management
system that provides the framework for continual improvement of products,
processes and customer service.  We also rely on in-depth simulation
studies, testing and practical application testing to validate and verify our
semiconductors.  To ensure consistent product quality, reliability and
yield, together with our manufacturing logistics partners, we closely monitor
the production cycle by reviewing manufacturing process data from each wafer
foundry and assembly subcontractor.  Both TSMC and ASE have been
awarded ISO 9000 certificates.
 
 Backlog
 
 The
amount of backlog at any date depends upon various factors, including the timing
of the receipt of orders, fluctuations in orders of existing product lines, and
the introduction of any new lines.  Accordingly, we believe that the
amount of our backlog at any date is not a useful measure of our future
sales.
 
 Employees
 
 As of
February 2, 2008, we had 219 full-time employees worldwide, including 143 in
research and development, 40 in sales and marketing, 13 in operations, and 23 in
finance and administration.
 
 Our
future success will depend, in part, on our ability to continue to attract,
retain and motivate highly qualified technical, marketing, engineering and
management personnel, who are in great demand.  Our employees are not
represented by any collective bargaining unit and we have never experienced a
work stoppage.  We believe that our employee relations are
satisfactory.
 
 11
 Executive
Officers of the Registrant
 
 The
following table sets forth certain information concerning our executive officers
as of March 28, 2008:
  Name
              
              Age
              
              PositionThinh
      Q. Tran
              
              54
              
              Chairman
      of the Board, President and Chief Executive OfficerThomas
      E. Gay III
              
              59
              
              Chief
      Financial Officer and SecretarySilvio
      Perich
              
              60
              
              Senior
      Vice President of Worldwide SalesKit
      Tsui
              
              58
              
              Vice
      President of Planning and AdministrationJacques
      Martinella
              
              52
              
              Vice
      President of EngineeringKenneth
      Lowe
              
              52
              
              Vice
      President of Strategic Marketing
  Mr. Tran,
one of our founders, has served as our President and Chief Executive Officer and
as Chairman of our Board of Directors since February 1982.  Prior to
joining us, Mr. Tran was employed by Amdahl Corporation and Trilogy Systems
Corporation, both of which were involved in the IBM-compatible mainframe
computer market.
 
 Mr. Gay
has served as our Chief Financial Officer and Secretary since June 1,
2007.  From May 1998 to May 2007, Mr. Gay served as the Vice President
of Finance and Administration and Chief Financial Officer of Catalyst
Semiconductor, Inc., a memory and analog/mixed-signal semiconductor
company.  Prior to joining Catalyst Semiconductor, Inc., Mr. Gay held
positions at Wireless Access, Inc., a communications device manufacturing
company, where he was Controller and Sanmina Corporation, a contract
manufacturer, where he was the Corporate Controller.
 
 Mr.
Perich has served as our Director of Sales since September 1985, when he joined
us.  In September 1992, Mr. Perich became our Senior Vice President of
Worldwide Sales.  Mr. Perich was a co-founder of Costar Incorporated,
a manufacturers' representative organization for high technology products, where
he served as partner from October 1979 to September 1985.  From
September 1972 until September 1979, Mr. Perich served in several sales
management roles at Siliconix Inc, a specialty semiconductor
manufacturer.
 
 Ms. Tsui
has served as our Vice President of Planning and Administration since February
2007.  From January 2001 to February 2007, Ms. Tsui served as our
Chief Financial Officer.  Prior to January 2001, Ms. Tsui served as
our Director of Finance from February 1990 to December 1996 when she was
appointed acting Chief Financial Officer and Secretary.  Ms. Tsui was
appointed as our Chief Accounting Officer in January 2000.
 
 Mr.
Martinella has served as our Director of VLSI Engineering since May 1994, when
he joined us.  In December 1995, Mr. Martinella became our Vice
President of Engineering.  From June 1990 to April 1994, Mr.
Martinella served in engineering and management positions at Weitek, a microchip
manufacturer.  In addition, Mr. Martinella was an engineer at National
Semiconductor, a semiconductor manufacturer, from June 1982 to June
1990.
 
 Mr. Lowe
has served as our Vice President of Marketing since May 2000, when he joined
us.  In December 2000, Mr. Lowe became our Vice President of Strategic
Marketing.  Prior to joining us, Mr. Lowe served as the Director of
Multimedia Marketing for Cadence Design Systems, a design automation software company.  From 1996 to
1998, Mr. Lowe served as the Vice President of Marketing for Chrontel, Inc., a
digital video semiconductor company.  Prior to 1996, Mr. Lowe held
various marketing management positions at Sierra Semiconductor, Dataquest,
Personal CAD Systems, Performix and Gould-Biomation.  In the late
1980's, Mr. Lowe served as our Product Marketing Director.
 
 There are
no family relationships among any of our directors and executive
officers.
 
 ITEM 1A.
              RISK
      FACTORS
 
 If
any of the following risks actually occurs, our business, financial condition
and results of operations could be harmed.  In that case, the trading
price of our common stock could decline and you might lose all or part of your
investment in our common stock.  The risks and uncertainties described
below are not the only ones we face.  You should also refer to the
other information set forth in this 10-K, including our consolidated financial
statements and the related notes.  Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also impair
our business operations.
 
 Risks
Related to Our Business and Our Industry
 
 We depend on a limited number of customers, and any
reduction, delay or cancellation of an order from these customers or the loss of
any of these customers could cause our revenue to decline.
 
 12
 Our
dependence on a limited number of customers means that the loss of a major
customer or any reduction in orders by a major customer could materially reduce
our net revenue and adversely affect our results of operations.  We
expect that sales to relatively few customers will continue to account for a
significant percentage of our net revenue for the foreseeable
future.  We have no firm, long-term volume commitments from any of our
major customers and we generally enter into individual purchase orders with our
customers.  Customer purchase orders may be cancelled and order volume
levels can be changed, cancelled or delayed with limited or no
penalties.  We have experienced fluctuations in order levels from
period to period and expect that we will continue to experience such
fluctuations and may experience cancellations in the future.  We may
not be able to replace the cancelled, delayed or reduced purchase orders with
new orders.  Any difficulty in the collection of receivables from key
customers could also harm our business.
  For
fiscal  2008, MTC Singapore, Uniquest and, Macnica accounted for 23%,
19% and 12%, respectively, of our net revenue.  For fiscal 2007,
Freebox and Uniquest accounted for 20% and 17%, respectively, of our net
revenue.  For fiscal 2006, Uniquest accounted for 26% of our net
revenue.
  If
we fail to achieve initial design wins for our products, we may be unable to
recoup our investments in our products and revenue could decline.
 
 We expend
considerable resources in order to achieve design wins for our products,
especially our new products and product enhancements, without any assurance that
a customer will select our product.  Once a customer designs a
semiconductor into a product, it is likely to continue to use the same
semiconductor or enhanced versions of that semiconductor from the same supplier
across a number of similar and successor products for a lengthy period of time,
due to the significant costs and risks associated with qualifying a new supplier
and potentially redesigning the product to incorporate a different
semiconductor.  As a result, if we fail to achieve an initial design
win in a customer's qualification process, we may lose the opportunity for
significant sales to that customer for a number of its products and for a
lengthy period of time, or we would only be able to sell our products to these
customers as a second source, which usually means we would only be able to sell
a limited amount of product to them.  Also, even if we achieve new
design wins with customers, these manufacturers may not purchase our products in
sufficient volumes to recoup our development costs, and they can choose at any
time to stop using our products, for example, if their own products are not
commercially successful.  This may cause us to be unable to recoup our
investments in the development of our products and cause our revenue to
decline.
 
 Our
industry is highly competitive and we may not be able to compete effectively,
which would harm our market share and cause our revenue to decline.
 
 The
markets in which we operate are extremely competitive and are characterized by
rapid technological change, continuously evolving customer requirements and
declining average selling prices.  We may not be able to compete
successfully against current or potential competitors.  We compete
with large semiconductor providers that have substantial experience and
expertise in video, audio and multimedia technology and in selling to consumer
equipment providers.  Many of these companies have substantially
greater engineering, marketing and financial resources than we
have.  As a result, our competitors may be able to respond better to
new or emerging technologies or standards and to changes in customer
requirements.  Further, some of our competitors are in a better
financial and marketing position from which to influence industry acceptance of
a particular industry standard or competing technology than we
are.  Our competitors may also be able to devote greater resources to
the development, promotion and sale of products, and may be able to deliver
competitive products at a lower price.  We also may face competition
from newly established competitors, suppliers of products based on new or
emerging technologies and customers who choose to develop their own
SoCs.  Lastly, some of our competitors operate their own fabrication
facilities or may have stronger manufacturing partner relationships than we
have.  We expect our current customers, particularly in the IPTV and
high definition DVD player markets, to seek additional suppliers of SoCs for
inclusion in their products, which will increase competition and could reduce
our market share.  If we do not compete successfully, our market share
and net revenue could decline.
 
 The
timing of our customer orders and product shipments can adversely affect our
operating results and stock price.
 
 Our
quarterly revenue and operating results depend upon the volume and timing of
customer orders received during a given quarter and the percentage of each order
that we are able to ship and recognize as net revenue during each
quarter.  Customers may change their cycle of product orders from us,
which would affect the timing of our product shipments.  For example,
we currently anticipate a decline in orders from a significant customer in the
first quarter of fiscal 2008 compared to recently completed quarters as a result
of what we believe to be a one-time adjustment to order volume from an end
customer.  Any failure or delay in the closing of orders expected to
occur within a quarterly period, particularly from a significant customer, would
adversely affect our operating results.  Further, to the extent we
receive orders late in any given quarter, we may be unable to ship products to
fill those orders during the same quarter in which we received the corresponding
order, which could have an adverse impact on our operating results for that
quarter.
 
 13
 We
base orders for inventory on our forecasts of our customers' demand and if our
forecasts are inaccurate, our financial condition and liquidity would
suffer.
 
 We place
orders with our suppliers based on our forecasts of our customers'
demand.  Our forecasts are based on multiple assumptions, each of
which may introduce errors into our estimates.  When the demand for
our customers' products increases significantly, we may not be able to meet
demand on a timely basis, and we may need to expend a significant amount of time
working with our customers to allocate limited supply and maintain positive
customer relations.  If we underestimate customer demand, we may
forego revenue opportunities, lose market share and damage our customer
relationships.  Conversely, if we overestimate customer demand, we may
allocate resources to manufacturing products that we may not be able to sell
when we expect to or at all.  As a result, we would have excess or
obsolete inventory, resulting in a decline in the value of our inventory, which
would increase our cost of revenue and create a drain on our
liquidity.  Our failure to accurately manage inventory against demand
would adversely affect our financial results.
 
 If
demand for our SoCs declines or does not grow, we will be unable to increase or
sustain our net revenue.
 
 We
currently expect our SoCs to account for the substantial majority of our net
revenue for the foreseeable future.  For the twelve months ended
February 2, 2008, sales of our SoCs represented 98% of our net
revenue.  Even if the sectors of one consumer electronics market that
we target continue to expand, manufacturers of consumer products in these
sectors may not choose to utilize our SoCs in their consumer
products.  The markets for our products are characterized by frequent
introduction of new technologies, short product life cycles and significant
price competition.  If we or our customers are unable to manage
product transitions in a timely and cost effective manner, our net revenue would
suffer.  In addition, frequent technological changes and introduction
of next generation products may result in inventory obsolescence which would
increase our cost of revenue and adversely affect our operating
performance.  If demand for our SoCs declines or fails to grow or we
are unable to develop new products to meet our customers' demand, our net
revenue could be harmed
 
 We
may not be able to effectively manage our growth or develop our financial and
managerial control and reporting systems, and we may need to incur significant
expenditures to address the additional operational and control requirements of
our growth, either of which could harm our business and operating
results.
 
 To
continue to grow, we must continue to expand and improve our operational,
engineering, accounting and financial systems, procedures, controls and other
internal management systems.  This may require substantial managerial and
financial resources, and our efforts in this regard may not be successful. 
Our current systems, procedures and controls may not be adequate to support our
future operations.  For example, we are in the process of implementing a
new enterprise resource management system in connection with our efforts to
address the material weakness in our internal control over financial
reporting.  If we fail to adequately manage our growth, or to improve and
develop our operational, financial and management information systems, or fail
to effectively motivate or manage our new and future employees, the quality of
our products and the management of our operations could suffer, which could
adversely affect our operating results.
 
 If
the growth of demand in the consumer electronics market does not continue, our
ability to increase our revenue could suffer.
 
 Our
business is highly dependent on developing sectors of the consumer electronics
market, including IPTV, high definition DVD and other media players and
HDTVs.  The consumer electronics market is highly competitive and is
characterized by, among other things, frequent introductions of new products and
short product life cycles.  The consumer electronics market may also
be negatively impacted by a slowdown in overall consumer spending.  If
our target markets do not grow as rapidly or to the extent we anticipate, our
business could suffer.  We expect the majority of our revenue for the
foreseeable future to come from the sale of our SoC solutions for use in
emerging consumer applications.  Our ability to sustain and increase
revenue is in large part dependent on the continued growth of these rapidly
evolving market sectors, whose future is largely uncertain.  Many
factors could impede or interfere with the expansion of these consumer market
sectors, including consumer demand in these sectors, general economic
conditions, other competing consumer electronic products, delays in the
deployment of telecommunications video services and insufficient interest in new
technology innovations.  In addition, if market acceptance of the
consumer products that utilize our products does not occur as expected, our
business could be harmed.
 
 The
review of our historical stock option granting practices and the restatement of
our prior financial statements may result in additional litigation, regulatory
proceedings and government enforcement actions, which could harm our business,
financial condition, results of operations and cash flows.
 
 Our
historical stock option granting practices and the related restatement of our
historical financial statements, which we completed in connection with the audit
of our financial statements for fiscal 2007, have exposed us to greater risks
associated with litigation, regulatory proceedings and government enforcement
actions.  For more information regarding our current litigation and
related inquiries, please see the section entitled "Legal Proceedings" under
Part I, Item 3.  We have provided the results of our internal review
and investigation of our stock option practices to the SEC, and in that regard
we have responded to informal requests for documents and additional
information.  We intend to continue to cooperate with the SEC and any
other governmental agency which may become involved in this
matter.  We cannot give any assurance regarding the outcomes from
litigation, regulatory proceedings or government enforcement actions relating to
our past stock option practices.  The resolution of these matters will
be time consuming, expensive, and may distract management from the conduct of
our business.  Furthermore, if we are subject to adverse findings in
litigation, regulatory proceedings or government enforcement actions, we could
be required to pay damages or penalties or have other remedies imposed, which
could harm our business, financial condition, results of operations and cash
flows.
 
 14
 In
addition, the SEC may disagree with the manner in which we accounted for and
reported, or not reported, the financial impact of determining the correct
measurement dates for our stock option grants.  Accordingly, there is
a risk that we may have to further restate our prior financial statements, amend
prior filings with the SEC, or take other actions not currently
contemplated.
 
 As a
result of our internal review of our historical stock option granting practices,
we were unable to timely file our periodic reports with the SEC during fiscal
2007.  We were also subject to delisting proceedings in front of the
Nasdaq Listing Qualifications Staff.  After we filed all of our
outstanding periodic reports with the SEC in April 2007, we received a Nasdaq
Listing Qualifications Staff letter stating that the Nasdaq Listing
Qualifications Staff determined that we had demonstrated compliance with all
Nasdaq Marketplace Rules.  Accordingly, our securities will continue
to be listed on the Nasdaq Global Market.  However, if the SEC
disagrees with the manner in which we have accounted for and reported, or not
reported, the financial impact of past stock option grants, there could be
further delays in filing subsequent SEC reports or other actions that might
result in the delisting of our common stock from the Nasdaq Global
Market.
  We
have reported material weaknesses in our controls over financial reporting in
fiscal 2005 through 2007.  If we are unable to maintain effective
internal control over financial reporting, our ability to report our financial
results on a timely and accurate basis may be adversely affected, which in turn
could cause the market price of our common stock to decline.
  As of
February 2, 2008, our management, including our principal executive officer
and principal financial officer, assessed the effectiveness of our internal
control over financial reporting.  Based on this assessment, our management
determined we had remediated the prior year’s material weaknesses and that our
internal control over financial reporting was effective as of February 2,
2008.  However, prior to this year we had ongoing material weaknesses
in our internal control over financial reporting since the fiscal year ended
January 31, 2005, the first year in which we were required to evaluate our
internal control over financial reporting under Section 404 of the
Sarbanes-Oxley Act of 2002.  Further, in September 2006, we announced
that our historical financial statements should no longer be relied upon as a
result of our preliminary determination of an internal review relating to our
practices in administering stock option grants.  We continued to have
material weaknesses in our internal control over financial reporting, which
resulted in ineffective internal controls over financial reporting for the year
ended February 2, 2007.  In August 2007, we filed an amendment to our
annual report on Form 10-K for fiscal 2007, in order to correct certain clerical
errors in our financial statements and financial statement
footnotes.
 
 Effective
controls are necessary for us to provide reliable financial reports and
effectively prevent fraud.  If we cannot provide reliable financial reports
or prevent fraud, our operating results could be harmed and the market price of
our common stock could decline.  We cannot be certain that we will be able
to maintain adequate controls over our financial processes and reporting in the
future.  If we identify additional material weaknesses in the future, our
ability to report our financial results on a timely and accurate basis may be
adversely affected.  In addition, if we cannot maintain effective internal
control over financial reporting and disclosure controls and procedures,
investors may lose confidence in our reported financial information, which could
cause the market price of our common stock to decline.
  We
are subject to risks arising from our international operations.
 
 We derive
a substantial portion of our net revenue from our customers outside of North
America and we plan to continue expanding our business in international markets
in the future.  In fiscal 2008, we derived 95% of our revenue from
customers outside of North America.  We also have significant
international operations, including a significant newly established operation in
Singapore, research and development facilities in France and Canada and a sales
office in Hong Kong.  As a result of our international business, we
are affected by economic, regulatory and political conditions in foreign
countries, including the imposition of government controls, changes or
limitations in trade protection laws, unfavorable changes in tax treaties or
laws, difficulties in collecting receivables and enforcing contracts, natural
disasters, labor unrest, earnings expatriation restrictions, misappropriation of
intellectual property, changes in import/export regulations, tariffs and freight
rates, economic instability, public health crises, acts of terrorism and
continued unrest in many regions and other factors, which could have a material
impact on our international revenue and operations. In particular, in some
countries we may experience reduced intellectual property
protection.  Our results of operations could also be adversely
affected by exchange rate fluctuations, which could increase the sales price in
local currencies of our products in international markets.  Overseas
sales and purchases to date have been denominated in U.S. dollars.  We
do not currently engage in any hedging activities to reduce our exposure to
exchange rate risks.  Moreover, local laws and customs in many
countries differ significantly from those in the United States.  In
many foreign countries, particularly in those with developing economies, it is
common for others to engage in business practices that are prohibited by our
internal policies and procedures or United States laws or regulations applicable
to us.  Violations of laws or key control policies by our employees,
contractors or agents could result in financial reporting problems, fines,
penalties, or prohibition on the importation or exportation of our products and
could have a material adverse effect on our business results.
 
 15
 The
average selling prices of semiconductor products have historically decreased
rapidly and will likely do so in the future, which could harm our revenue and
gross margins.
 
 The
semiconductor industry, in general, and the consumer electronics markets that we
target, specifically, are characterized by intense price competition, frequent
introductions of new products and short product life cycles, which can result in
rapid price erosion in the average selling prices for semiconductor
products.  A decline in the average selling prices of our products
could harm our revenue and gross margins.  The willingness of
customers to design our SoCs into their products depends to a significant extent
upon our ability to sell our products at competitive prices.  In the
past, we have reduced our prices to meet customer requirements or to maintain a
competitive advantage.  Reductions in our average selling prices to
one customer could impact our average selling prices to all
customers.  If we are unable to reduce our costs sufficiently to
offset declines in product prices or are unable to introduce more advanced
products with higher margins in a timely manner, we could experience declines in
our net revenue and gross margins.
 
 We
have a history of fluctuating operating results, including a net loss in fiscal
2006, and we may not be able to sustain or increase profitability in the future,
which may cause the market price of our common stock to decline.
 
 We have a
history of fluctuating operating results.  We suffered a net loss of
$1.6 million in fiscal 2006 and became profitable again in fiscal 2007 with net
income of $6.2 million, and reported net income of $70.2 million in fiscal 2008
due to continued increases in the adoption of and demand for our products in the
markets we serve.  As of February 2, 2008, we had retained earnings of
$3.6 million.  To sustain or increase profitability, we will need to
successfully develop new products and product enhancements and sustain higher
revenue while controlling our cost and expense levels.  In recent
years, we made significant investments in our product development efforts and
have expended substantial funds to enhance our sales and marketing efforts and
otherwise operate our business.  However, we may not realize the
benefits of these investments.  Although we were profitable in fiscal 2008, we may not continue to be
profitable.  We may incur operating losses in future quarterly periods
or fiscal years, which in turn could cause the price of our common stock to
decline.
 
 Litigation
due to stock price volatility or other factors, such as the current shareholder
derivative lawsuits against certain of our current and former officers and
directors, could cause us to incur substantial costs and divert our management's
attention and resources.
  In the past, securities class action
litigation often has been brought against a company following periods of
volatility in the market price of its securities.  Companies such as ours
in the semiconductor industry and other technology industries are particularly
vulnerable to this kind of litigation due to the high volatility of their stock
prices.  While we are not aware of any such contemplated class action
litigation against us, we may in the future be the target of securities
litigation.  In addition, we and certain of our current and former officers
and directors are subject to various shareholder derivative lawsuits.  A
description of these lawsuits can be found under the section entitled “Legal
Proceedings” under Part I, Item 3.  Although we recently reached an
agreement to settle these shareholder derivative lawsuits, the agreement remains
subject to final documentation and court approval.  If this settlement is
not finalized, we would be required to continue to litigate these matters. 
These lawsuits are, and any future lawsuits to which we may become a party will
likely be, expensive and time consuming to investigate, defend and
resolve.  Such costs of investigation and defense, the diversion of our
management’s attention and resources and any losses resulting from these claims,
could significantly increase our expenses and adversely affect our profitability
and cash flow.
 
 If
we do not successfully anticipate market needs and develop products and product
enhancements that meet those needs, or if those products do not gain market
acceptance, we may not be able to compete effectively and our ability to
generate revenue will suffer.
 
 We may
not be able to accurately anticipate future market needs or be able to develop
new products or product enhancements to meet such needs or to meet them in a
timely manner.
 
 Our
ability to develop and deliver new products successfully will depend on various
factors, including our ability to:
 
 •accurately
predict market requirements and evolving industry standards;
 
 16
 •accurately
design new SoC products;
 
 •timely
complete and introduce new product designs;
 
 •timely
qualify and obtain industry interoperability certification of our products and
the equipment into which our   products will be
incorporated;
 
 •ensure
that our subcontractors have sufficient foundry, assembly and test capacity and
packaging materials and achieve acceptable manufacturing yields;
 
 •shift
our products to smaller geometry process technologies to achieve lower cost and
higher levels of design integration; and
 
 •gain
market acceptance of our products and our customers' products.
 
 If we
fail to anticipate market requirements or to develop new products or product
enhancements to meet those needs in a cost-effective and timely manner, it could
substantially decrease market acceptance and sales of our present and future
products and we may be unable to attract new customers or retain our existing
customers, which would significantly harm our business and financial
results.
 
 Even if
we are able to anticipate, develop and commercially introduce new products and
enhancements, our new products or enhancements may not achieve widespread market
acceptance.  Any failure of our products to achieve market acceptance
could adversely affect our business and financial results.
 
 Our
ability to develop, market and sell products could be harmed if we are unable to
retain or hire key personnel.
 
 Our
future success depends upon our ability to recruit and retain the services of
key executive, engineering, finance and accounting, sales, marketing and support
personnel.  The supply of highly qualified individuals, in particular
engineers in very specialized technical areas, or sales people specializing in
the semiconductor industry, is limited and competition for such individuals is
intense.  None of our officers or key employees is bound by an
employment agreement for any specific term.  The loss of the services
of any of our key employees, the inability to attract or retain key personnel in
the future or delays in hiring required personnel, particularly engineers and
sales people, and the complexity and time involved in replacing or training new
employees, could delay the development and introduction of new products, and
negatively impact our ability to market, sell or support our
products.
 
 Our sales cycle can be lengthy, which could result in
uncertainty and delays in generating net revenue.
 
 Because
our products are based on constantly evolving technologies, we have experienced
a lengthy sales cycle for some of our SoCs, particularly those designed for
set-top box applications in the IPTV market.  After we have delivered
a product to a customer, the customer will usually test and evaluate our product
with its service provider customer prior to the customer completing the design
of its own equipment that will incorporate our product.  Our customers
and the telecommunications carriers our customers serve may need three to more
than six months to test, evaluate and adopt our product and an additional three
to more than nine months to begin volume production of equipment that
incorporates our product.  Our complete sales cycle typically ranges
from nine to eighteen months, but could be longer.  As a result, we
may experience a significant delay between the time we increase expenditures for
research and development, sales and marketing efforts and inventory and the time
we generate net revenue, if any, from these expenditures.  In
addition, because we do not have long-term commitments from our customers, we
must repeat our sales process on a continual basis even for current customers
looking to purchase a new product.  As a result, our business could be
harmed if a customer reduces or delays its orders, chooses not to release
products incorporating our SoCs or elects not to purchase a new product or
product enhancements from us.
 
 We
rely on a limited number of independent third-party manufacturers for the
fabrication, assembly and testing of our SoCs, and the failure of any of these
third-party manufacturers to deliver products or otherwise perform as requested
could damage our relationships with our customers, decrease our sales and limit
our growth.
 
 We are a
fabless semiconductor company, and thus we do not own or operate a fabrication
or manufacturing facility.  We depend on independent manufacturers,
each of whom is a third-party manufacturer for numerous companies, to
manufacture, assemble and test our products.  We currently rely on
Taiwan Semiconductor Manufacturing Corporation, or TSMC, to produce
substantially all of our SoCs.  We rely on Advanced Semiconductor
Engineering, Inc., or ASE, to assemble, package and test substantially all of
our products.  Although we have contracts with both of these
manufacturers, those contracts do not require them to manufacture our products
or perform services on our behalf on a long-term basis, in any specific quantity
or at any specific price.  Neither TSMC nor ASE has provided
contractual assurances to us that adequate capacity will be available for us to
meet future demand for our products.  These third-party manufacturers
may allocate capacity to the production of other companies' products while
reducing product deliveries or the provision of services to us on short notice,
or they may increase the prices of the products and services they provide to us
with little or no notice.  In particular, other clients that are
larger and better financed than we are or that have long-term agreements with
TSMC or ASE may cause either or both of them to reallocate capacity to those
clients, decreasing the capacity available to us.
 
 17
 If we fail to effectively manage our relationships with
TSMC and ASE, if we are unable to secure sufficient capacity at our third-party
manufacturers' facilities or if any of them should experience delays,
disruptions or technical or quality control problems in our manufacturing
operations, or if we had to change or add additional third-party manufacturers
or contract manufacturing sites, our ability to ship products to our customers
could be delayed, our relationships with our customers would suffer and our
market share and operating results would suffer. If our third-party
manufacturers' pricing for the products and services they provide increases and
we are unable to pass along such increases to our customers, our operating
results would be adversely affected.  Also, the addition of
manufacturing locations or additional third-party subcontractors would increase
the complexity of our supply chain management.  Moreover, all of our
product manufacturing, assembly and packaging is performed in Asian countries
and is therefore subject to risks associated with doing business in these
countries, such as quarantines or closures of manufacturing facilities due to
the outbreak of viruses, such as SARS, avian flu or any similar
outbreaks.  Each of these factors could harm our business and
financial results.
 
 In
the event we seek or are required to use a new manufacturer to fabricate or to
assemble and test all or a portion of our SoC products, we may not be able to
bring new manufacturers on-line rapidly enough, which could damage our
relationships with our customers, decrease our sales and limit our
growth.
 
 As
indicated above, we use a single wafer foundry to manufacture substantially all
of our products and a single source to assemble and test substantially all of
our products, which exposes us to a substantial risk of delay, increased costs
and customer dissatisfaction in the event our third-party manufacturers are
unable to provide us with our SoC requirements.  Particularly during
times when semiconductor capacity is limited, we may seek to, and in the event
that our current foundry were to stop producing wafers for us altogether, we
would be required to, qualify one or more additional wafer foundries to meet our
requirements, which would be time consuming and costly.  In order to
bring these new foundries on-line, we and our customers would need to qualify
their facilities, which process could take as long as several
months.  Once qualified, these new foundries would then require an
additional number of months to actually begin producing SoCs to meet our needs,
by which time our perceived need for additional capacity may have passed, or the
opportunities we previously identified may have been lost to our
competitors.  Similarly, qualifying a new provider of assembly,
packaging and testing services would be a lengthy and costly process and, in
both cases, they could prove to be less reliable than our existing
manufacturers, which could result in increased costs and expenses as well as
delays in deliveries of our products to our customers.
 
 If
our third-party manufacturers do not achieve satisfactory yields or quality, our
relationships with our customers and our reputation will be harmed, which in
turn would harm our operating results and financial performance.
 
 The
fabrication of semiconductors is a complex and technically demanding
process.  Minor deviations in the manufacturing process can cause
substantial decreases in yields and, in some cases, cause production to be
stopped or suspended.  Although we work closely with our third-party
manufacturers to minimize the likelihood of reduced manufacturing yields, their
facilities have from time to time experienced lower than anticipated
manufacturing yields that have resulted in our inability to meet our customer
demand.  It is not uncommon for yields in semiconductor fabrication
facilities to decrease in times of high demand, in addition to reduced yields
that may result from normal wafer lot loss due to workmanship or operational
problems at these facilities.  When these events occur, especially
simultaneously, as happens from time to time, we may be unable to supply our
customers' demand.  Many of these problems are difficult to detect at
an early stage of the manufacturing process and may be time consuming and
expensive to correct.  Poor yields from the wafer foundries or
defects, integration issues or other performance problems in our products could
cause us significant customer relations and business reputation problems, or
force us to sell our products at lower gross margins and therefore harm our
financial results.
 
 To
remain competitive, we need to continue to transition our SoCs to increasingly
smaller sizes while maintaining or increasing functionality, and our failure to
do so may harm our business.
 
 We
periodically evaluate the benefits, on a product-by-product basis, of migrating
to smaller chips, which are measured in microns and referred to as geometry
processes.  The smaller chip size reduces our production and packaging
costs, which enables us to be competitive in our pricing.  We also
continually strive to increase the functionality of our SoCs, which is essential
to competing effectively in our target markets.  The transition to
smaller geometries while maintaining or increasing functionality requires us to
work with our contractors to modify the manufacturing processes for our products
and to redesign some products.  In the past, we have experienced some
difficulties in shifting to smaller geometry process technologies or new
manufacturing processes, which resulted in reduced manufacturing yields, delays
in product deliveries and increased expenses.  We may face similar
difficulties, delays and expenses as we continue to transition our products to
smaller geometry processes, all of which could harm our relationships with our
customers, and our failure to do so would impact our ability to provide
competitive prices to our customers, which would have a negative impact on our
sales.
 
 18
 The
complexity of our products could result in unforeseen delays or expenses and in
undetected defects, which could damage our reputation with current or
prospective customers, adversely affect the market acceptance of new products
and result in warranty claims.
 
 Highly
complex products, such as those that we offer, frequently contain defects,
particularly when they are first introduced or as new versions are
released.  Our SoCs contain highly sophisticated silicon technology
and complex software.  In the past we have experienced, and may in the
future experience, defects in our products, both with our SoCs and the related
software products we offer.  If any of our products contain defects or
have reliability, quality or compatibility problems, our reputation may be
damaged and our customers may be reluctant to buy our products, which could harm
our ability to retain existing customers and attract new
customers.  In addition, these defects could interrupt or delay sales
or shipment of our products to our customers.  Manufacturing defects
may not be detected by the testing process performed by our
subcontractors.  If defects are discovered after we have shipped our
products, it could result in unanticipated costs, order cancellations or
deferrals and product recalls, harm to our reputation and a decline in our net
revenue, income from operations and gross margins.
 
 In
addition, our agreements with some customers contain warranty provisions, which
provide the customer with a right to damages if a defect is traced to our
products or if we cannot correct errors in our
product reported during the warranty period, and other limitations to our
liability.  However, our contractual limitations to our liability may
be unenforceable in a particular jurisdiction.  We do not have
insurance coverage for any warranty or product liability claims, and a
successful claim could require us to pay substantial damages.  A
successful warranty or product liability claim against us, or a requirement that
we participate in a product recall, could have adverse effects on our business
results.
 
 We
may engage in investments in and acquisitions of other businesses and
technologies, which could divert management's attention and prove difficult to
integrate with our existing business and technology.
 
 We
continue to consider investments in and acquisitions of other businesses,
technologies or products, to improve our market position, broaden our
technological capabilities and expand our product offerings.  For
example, we completed the acquisition of certain assets and 44 new employees
from the VXP Group of Gennum Corporation in February 2008 and the acquisition of
Blue7 Communications, or Blue7, in February 2006.  However, we may not
be able to acquire, or successfully identify, companies, products or
technologies that would enhance our business.  Once we identify a
strategic opportunity, the process to consummate a transaction could divert
management's attention from the operation of our business causing our financial
results to decline.
 
 If we are
able to acquire companies, products or technologies, we could experience
difficulties in integrating them.  Integrating acquired businesses
involves a number of risks, including:
 
 •potential
disruption of our ongoing business and the diversion of management resources
from other business concerns;
 
 •unexpected
costs or incurring unknown liabilities;
 
 •difficulties
relating to integrating the operations and personnel of the acquired
businesses;
 
 •adverse effects on the existing customer relationships
of acquired companies; and
 
 •adverse
effects associated with entering into markets and acquiring technologies in
areas in which we have little experience.
 
 If we are
unable to successfully integrate the businesses we acquire, our operating
results could be harmed.
 
 Changes in our effective tax rate or
tax liability may have an adverse effect on our results of
operations.
 
 As a
global company, we are subject to taxation in the United States and various
other countries.  Significant judgment is required to determine and
estimate worldwide tax liabilities.  Our future effective tax rates
may be adversely affected by a number of factors including:
 
 •changes
in tax laws in the countries in which we operate or the interpretation of such
tax laws;
 
 •changes
in the valuation of our deferred tax assets;
 
 19
 •increases
in expenses not deductible for tax purposes, including write-offs of acquired
in-process research and development and impairment of goodwill in connection
with acquisitions;
 
 •changes
in share-based compensation expense;
 
 •changes
in generally accepted accounting principles; and
 
 •our
ability to use net operating losses of acquired companies to the fullest
extent.
 
 Any
significant change in our future effective tax rates could adversely impact our
consolidated financial position, results of operations, and cash
flows.
 
 If
the recent worsening of credit market conditions continues or increases, it
could have a material adverse impact on our investment portfolio.
 
 Recent
U.S. sub-prime mortgage defaults have had a significant impact across various
sectors of the financial markets, causing global credit and liquidity
issues.  The short-term funding markets experienced credit issues
during the second half of fiscal 2007 and continuing into the first quarter of
fiscal 2008, leading to liquidity issues and failed auctions in the auction rate
securities market.  If the global credit market continues to
deteriorate, the liquidity of our investment portfolio may be impacted and we
could determine that some of our investments are impaired.  This could
materially adversely impact our results of operations and financial
condition.
 
 Included
in our marketable securities portfolio at February 2, 2008 were auction rate
securities that we purchased for $43.9 million.  These securities
have failed to trade at recent auctions due to insufficient bids from
buyers.  If these auctions continue to fail and the credit ratings of
these investments deteriorate, the fair value of these auction rate securities
may decline and we may incur impairment charges in connection with these
securities, which would negatively affect our reported earnings cash flow and
financial condition.
 
 Our
ability to raise capital in the future may be limited and our failure to raise
capital when needed could prevent us from executing our growth
strategy.
 
 We
believe that our existing cash and cash equivalents, short-term and long-term
marketable securities will be sufficient to meet our anticipated cash needs for
at least the next 12 months.  The timing and amount of our working
capital and capital expenditure requirements may vary significantly depending on
numerous factors, including:
 
 •market
acceptance of our products;
 
 •the need
to adapt to changing technologies and technical requirements;
 
 •the
existence of opportunities for expansion;
 
 •access
to and availability of sufficient management, technical, marketing and financial
personnel; and
 
 •the
number of shares we repurchase under our share repurchase program.
 
 If our
capital resources are insufficient to satisfy our liquidity requirements, we may
seek to sell additional equity securities or debt securities or obtain debt
financing.  We recently announced a share repurchase program under
which our board of directors authorized us to repurchase up to 5,000,000 shares
of our common stock.  Although we are not obligated to repurchase any
shares under this share repurchase program, to the extent we elect to repurchase
shares, the amount of cash we use could limit our ability to execute our
business plans and require us to raise additional capital in the future in order
to fund any repurchases or for other purposes.  The sale of additional
equity securities or convertible debt securities would result in additional
dilution to our shareholders.  Additional debt would result in
increased expenses and could result in covenants that would restrict our operations.  We have not made arrangements to
obtain additional financing and there is no assurance that financing, if
required, will be available in amounts or on terms acceptable to us, if at
all.
 
 20
 We
may face intellectual property claims that could be costly to defend and result
in our loss of significant rights.
 
 The
semiconductor industry is characterized by frequent litigation regarding patent
and intellectual property rights.  We believe that it may be
necessary, from time to time, to initiate litigation against one or more third
parties to preserve our intellectual property rights.  From time to
time, we have received, and may receive in the future, notices that claim we
have infringed upon, misappropriated or misused other parties' proprietary
rights.  Any of the foregoing events or claims could result in
litigation.  Any such litigation could result in significant expense
to us and divert the efforts of our technical and management
personnel.  In the event of an adverse result in any such litigation,
we could be required to pay substantial damages, cease the manufacture, use and
sale of certain products or expend significant resources to develop
non-infringing technology or to obtain licenses to the technology that is the
subject of the litigation, and we may not be successful in such development or
in obtaining such licenses on acceptable terms, if at all.  In
addition, patent disputes in the electronics industry have often been settled
through cross-licensing arrangements.  Because we do not yet have a
large portfolio of issued patents, we may not be able to settle an alleged
patent infringement claim through a cross-licensing arrangement.
 
 We
rely upon patents, trademarks, copyrights and trade secrets to protect our
proprietary rights and if these rights are not sufficiently protected, it could
harm our ability to compete and to generate revenue.
 
 Our
ability to compete may be affected by our ability to protect our proprietary
information.  As of February 2, 2008, we held 30 patents and these
patents will expire within the next five to sixteen years.  These
patents cover the technology underlying our products.  We have filed
certain patent applications and are in the process of preparing
others.  We cannot assure you that any additional patents for which we
have applied will be issued or that any issued patents will provide meaningful
protection of our product innovations.  Like other semiconductor
companies, we rely primarily on trade secrets and technological know-how in the
conduct of our business.  We use measures such as confidentiality
agreements to protect our intellectual property.  However, these
methods of protecting our intellectual property may not be
sufficient.
 
 Our
business may become subject to seasonality, which may cause our revenue to
fluctuate.
 
 Our
business may become subject to seasonality as a result of our target
markets.  We sell a significant number of our SoCs into the consumer
electronics market.  Our customers who manufacture products for the
consumer market typically experience seasonality in the sales of their products,
which in turn may affect the timing and volume of orders for our
SoCs.  Although we have not experienced seasonality to date in sales
of our products, due to the overall growth in demand for our SoCs, we may, in
the future, experience lower sales in our second fiscal quarter and higher sales
in our third fiscal quarter as a result of the seasonality of demand associated
with the consumer electronics markets into which we sell our
products.  As a result, our operating results may vary significantly
from quarter to quarter.
 
 Due
to the cyclical nature of the semiconductor industry, our operating results may
fluctuate significantly, which could adversely affect the market price of our
common stock.
 
 The
semiconductor industry is highly cyclical and subject to rapid change and
evolving industry standards and, from time to time, has experienced significant
downturns.  These downturns are characterized by decreases in product
demand, excess customer inventories and accelerated erosion of prices.  These factors have caused, and could
cause, substantial fluctuations in our net revenue and in our operating
results.  Any downturns in the semiconductor industry may be severe
and prolonged, and any failure of this industry to fully recover from downturns
could harm our business.  The semiconductor industry also periodically
experiences increased demand and production capacity constraints, which may
affect our ability to ship products.  Accordingly, our operating
results have varied and may vary significantly as a result of the general
conditions in the semiconductor industry, which could cause our stock price to
decline.
 
 Risks
Related to Our Common Stock
 
 Our
operating results are subject to significant fluctuations due to many factors
and any of these factors could adversely affect our stock price.
 
 Our
operating results have fluctuated in the past and may continue to fluctuate in
the future due to a number of factors, including:
 
 •new
product introductions by us and our competitors;
 
 •changes
in our pricing models and product sales mix;
 
 •unexpected
reductions in unit sales and average selling prices, particularly if they occur
precipitously;
 
 •expenses
related to our remediation efforts and compliance with Section 404 of the
Sarbanes-Oxley Act of 2002;
 
 •expenses
related to implementing and maintaining a new enterprise resource management
system and other information technologies;
 
 •the
level of acceptance of our products by our customers and acceptance of our
customers' products by their end user customers;
 
 21
 •shifts
in demand for the technology embodied in our products and those of our
competitors;
 
 •the loss
of one or more significant customers;
 
 •the
timing of, and potential unexpected delays in, our customer orders and product
shipments;
 
 •inventory
obsolescence;
 
 •write-downs
of accounts receivable;
 
 •a
significant increase in our effective tax rate in any particular period as a
result of the exhaustion, disallowance or accelerated recognition of our net
operating loss carryforwards or otherwise;
 
 •an
interrupted or inadequate supply of semiconductor chips or other materials
included in our products;
 
 •technical
problems in the development, ramp up, and manufacturing of products, which could
cause shipping delays;
 
 •availability
of third-party manufacturing capacity for production of certain
products;
 
 •the
impact of potential economic instability in the United States and Asia-Pacific
region; and
 
 •continuing
impact and expenses related to our stock option review and its
resolution.
 
 In
addition, the market prices of securities of semiconductor and other technology
companies have been volatile.  This volatility has significantly
affected the market prices of securities of many technology companies for
reasons frequently unrelated to the operating performance of the specific
companies.
 
 Accordingly,
you may not be able to resell your shares of common stock at or above the price
you paid.  In the past, we and other companies that have experienced
volatility in the market price of their securities have been, and in the future
we may be, the subject of securities class action litigation.
 
 Our
stock price has demonstrated volatility, and continued volatility in the stock
market may cause further fluctuations or decline in our stock
price.
  The
market for our common stock has been subject to significant volatility, which is
expected to continue.  For example, the high and low sales prices per
share of our common stock on the Nasdaq Global Market ranged from a high of
$73.00 on December 10, 2007 to a low of $35.00 on January 17, 2008, and more
recently to a low of $20.04 on March 17, 2008.  This volatility is
often unrelated or disproportionate to our operating
performance.  These fluctuations, as well as general economic and
market conditions, could cause the market price of our common stock to
decline.
  Litigation
due to stock price volatility or other factors, such as the current shareholder
derivative lawsuits against certain of our current and former officers and
directors, could cause us to incur substantial costs and divert our management's
attention and resources.
  In the past, securities class action
litigation often has been brought against a company following periods of
volatility in the market price of its securities.  Companies such as ours
in the semiconductor industry and other technology industries are particularly
vulnerable to this kind of litigation due to the high volatility of their stock
prices.  While we are not aware of any such contemplated class action
litigation against us, we may in the future be the target of securities
litigation.  In addition, we and certain of our current and former officers
and directors are subject to various shareholder derivative lawsuits.  A
description of these lawsuits can be found under the section entitled “Legal
Proceedings” under Part I, Item 3.  Although we recently reached an
agreement to settle these shareholder derivative lawsuits, the agreement remains
subject to final documentation and court approval.  If this settlement is
not finalized, we would be required to continue to litigate these matters. 
These lawsuits are, and any future lawsuits to which we may become a party will
likely be, expensive and time consuming to investigate, defend and
resolve.  Such costs of investigation and defense, the diversion of our
management’s attention and resources and any losses resulting from these claims,
could significantly increase our expenses and adversely affect our profitability
and cash flow.
 
 If
securities or industry analysts do not publish research or reports about our
business, or if they issue an adverse opinion regarding our stock, our stock
price and trading volume could decline.
  The
trading market for our common stock is influenced by the research and reports
that industry or securities analysts publish about us or our
business.  If one or more of the analysts who cover us issue an
adverse opinion regarding our stock, our stock price would likely
decline.  If one or more of these analysts cease coverage of our
company or fail to regularly publish reports on us, we could lose visibility in
the financial markets, which in turn could cause our stock price or trading
volume to decline.
 
 22
 Provisions
in our organizational documents, our rights agreement and California law could
delay or prevent a change in control of our company that our shareholders may
consider favorable.
  Our
articles of incorporation and bylaws contain provisions that could limit the
price that investors might be willing to pay in the future for shares of our
common stock.  Our Board of Directors can authorize the issuance of preferred stock that can be
created and issued by our Board of Directors without prior shareholder approval,
commonly referred to as "blank check" preferred stock, with rights senior to
those of our common stock.  The rights of the holders of our common
stock will be subject to, and may be adversely affected by, the rights of the
holders of any preferred stock that we may issue in the future.  The
issuance of preferred stock could have the effect of delaying, deterring or
preventing a change in control and could adversely affect the voting power of
your shares.  In addition, our Board of Directors has adopted a rights
plan that provides each share of our common stock with an associated right to
purchase from us one one-thousandth share of Series D participating preferred
stock at a purchase price of $58.00 in cash, subject to adjustment in the manner
set forth in the rights agreement.  The rights have anti-takeover
effects, in that they would cause substantial dilution to a person or group that
attempts to acquire a significant interest in our company on terms not approved
by our Board of Directors.  In addition, provisions of California law
could make it more difficult for a third party to acquire a majority of our
outstanding voting stock by discouraging a hostile bid, or delaying or deterring
a merger, acquisition or tender offer in which our shareholders could receive a
premium for their shares or a proxy contest for control of our company or other
changes in our management.
 
 ITEM 1B.
              UNRESOLVED
      STAFF COMMENTS
 
 None.
 
 ITEM 2.
              PROPERTIES
 
 We
currently lease an approximately 66,000 square foot facility in Milpitas,
California that is used as our headquarters.  The lease on this
facility commenced on June 30, 2007 and will expire in September
2012.  Our former lease of approximately 40,000 square feet in
Milpitas, California expired in September 2007 and our headquarters were
relocated to the new facility.  We also lease facilities for a sales
office and warehouse in Hong Kong and a research and development office in
France and in Portland.  We believe our existing facilities are both
suitable and adequate for our near-term needs.
 
 ITEM 3.
              LEGAL
      PROCEEDINGS
 
 From time
to time, we are involved in claims and legal proceedings that arise in the
ordinary course of business.  We expect that the number and
significance of these matters will increase as our business
expands.  In particular, we could face an increasing number of patent
and other intellectual property claims as the number of products and competitors
in our industry grows.  Any claims or proceedings against us, whether
meritorious or not, could be time consuming, result in costly litigation,
require significant amounts of management time, result in the diversion of
significant operational resources, or require us to enter into royalty or
licensing agreements which, if required, may not be available on terms favorable
to us or at all.  Were an unfavorable outcome to occur against us,
there exists the possibility of a material adverse impact on our financial
position and results of operations for the period in which the unfavorable
outcome occurs, and potentially in future periods.
 
 Lawsuits
related to our historical stock option granting practices
 
 Certain
of our current and former directors and officers have been named as defendants
in several shareholder derivative actions filed in the United States District
Court for the Northern District of California, which have been consolidated
under the caption In re Sigma Designs, Inc.
Derivative Litigation (the "Federal Action") and in a substantially
similar shareholder derivative action filed in the Superior Court for Santa
Clara County, California captioned Korsinsky v.
Tran, et al. (the "State Action").
 
 Plaintiffs
in the Federal and State Actions allege that the individual defendants breached
their fiduciary duties to us in connection with the alleged backdating of stock
option grants during the period from 1994 through 2005 and that certain
defendants were unjustly enriched.  Plaintiffs in the Federal Action
assert derivative claims against the individual defendants based on alleged
violations of Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of
1934, and Rules 10b-5 and 14a-9 promulgated there under.  They also
allege that the individual defendants aided and abetted one another's alleged
breaches of fiduciary duty and violated California Corporations Code section
25402 and bring claims for an accounting and rescission.  In the State
Action, plaintiffs also allege that the individual defendants wasted corporate
assets.  Both Actions seek to recover unspecified money damages,
disgorgement of profits and benefits and equitable relief.  The
Federal Action also seeks treble damages, rescission of certain defendants'
option contracts, imposition of a constructive trust over executory option
contracts and attorney's fees.  We are named as a nominal defendant in
both the Federal and State Actions; thus, no recovery against us is
sought.
 
 23
 In
January 2007, the Company filed a motion to dismiss the Federal Action on the
ground that the plaintiffs had not made a pre-litigation demand on our Board of
Directors and had not demonstrated that such a demand would have been
futile.  The defendant directors and officers joined in that motion,
and filed a motion to dismiss the Federal Action for failure to state a claim
against each of them.  Pursuant to a joint stipulation, plaintiffs
filed an Amended Consolidated Shareholder Derivative Complaint (“Amended
Complaint”) on August 13, 2007.  On September 19, 2007, the Company
and the individual defendants each filed a motion to dismiss the Amended
Complaint on the same grounds as their previous motions to
dismiss.  Plaintiffs filed oppositions to the motions to dismiss on
October 19, 2007.  Defendants filed replies in support of their
motions to dismiss on November 5, 2007.  Thereafter, the parties
reached an agreement to settle the action.  The settlement, which is
subject to the execution of a definitive settlement agreement and the approval
of the United States District Court for the Northern District of California,
will result in dismissal of both the Federal Action and the State
Action.  The parties stipulated to postpone a hearing on the motions
to dismiss scheduled for March 28, 2008 until April 25, 2008 to allow time for
execution of a definitive settlement agreement and submission thereof to the
Court for approval.
 
 In
January 2007, the Company also filed a motion to dismiss or stay the State
Action in favor of the earlier filed Federal Action.  The defendant
directors and officers joined in that motion.  Pursuant to a joint
stipulation, the court ordered that the State Action be stayed in favor of the
earlier-filed Federal Action.  Thereafter, as stated above, the
parties to the Federal Action reached an agreement to settle that
action.  The settlement, which is subject to the execution of a
definitive settlement agreement and the approval of the United States District
Court for the Northern District of California, will result in dismissal of both
the Federal Action and the State Action.  The parties to the State
Action stipulated to postpone a Case Management Conference scheduled for March
7, 2008 until May 30, 2008 to allow time for filing of the
dismissal.
  On July
5, 2007, a Verified Petition for Writ of Mandate to Compel Inspection of Books,
Records and Documents (the “Petition”) was filed in the Superior Court of Santa
Clara County, captioned Levine
v. Sigma Designs, Inc.  The Company filed a Demurrer to the
Petition as well as an Answer on August 13, 2007.  On September 10,
2007, the petitioner filed an opposition to our Demurrer and we filed a reply on
September 21, 2007.  Thereafter, the Company reached an agreement with
the petitioner to settle the action.  The petitioner filed a request
to dismiss the Petition on March 5, 2008.  On March 6, 2008, the Court
confirmed that the matter was dismissed.
  The
Company previously disclosed that the SEC has initiated an informal inquiry into
our stock option granting practices.  The SEC has requested that we
voluntarily produce documents relating to, among other things, our stock option
practices.  The Company is cooperating with the SEC.
 
 In May
2007, the IRS began an employment tax audit for our fiscal 2004 and
2005.  The Company has also requested that fiscal 2006 be included in
this audit cycle.  The focus of the IRS employment tax audit relates
to tax issues connected to our granting stock options with exercise prices per
share that were less than the fair market value per share of the common stock
underlying the option on the option's measurement date for financial reporting
purposes.  The IRS has not yet proposed any tax deficiency, interest
or penalty amounts in respect of these audits.
 
 In August
2007, the IRS began an income tax audit for our fiscal 2005.  The IRS
has not yet proposed any tax deficiency, interest or penalty amounts in respect
of this audit.
 
 ITEM 4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS
 
 We held a
special meeting of our shareholders on January 25, 2008 at our principal
executive offices in Milpitas, California.  The first proposal
considered at the meeting was an amendment to our articles of incorporation to
increase the number of authorized shares of common stock from 35,000,000 to
100,000,000.  The results of this first proposal were as follows:
23,091,986 shares voted in favor, 2,267,241 shares voted against, 17,293 shares
abstained and there were no broker non-votes.  This first proposal was
approved by our shareholders.  The second proposal considered at the
meeting was an amendment to our 2001 Stock Plan primarily for the purpose of
expanding the types of equity awards that may be granted under the plan,
adjusting the annual increase of shares that may be optioned and sold under the
plan and limiting the number of incentive stock options that may be granted
under the plan.  The results of this second proposal were as follows:
4,837,894 shares voted in favor, 9,791,939 shares voted against, 16,950 shares
abstained and there were 10,729,737 broker non-votes.  The second
proposal was not approved by our shareholders.
 
 24
 PART
II
 
 ITEM 5.
              MARKET
      FOR THE REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER
      MATTERS
 
 Our
common stock trades on The NASDAQ Global Select under the trading symbol
“SIGM”.  The following table sets forth the high and low sales prices
per share of our common stock for each quarter in the last two fiscal
years.
  Fiscal 2008
                
                
                Fiscal 2007High
                
                
                Low
                
                
                High
                
                
                LowFirst
      fiscal quarter
                
                $
                32.57
                
                
                $
                23.12
                
                
                $
                16.88
                
                
                $
                12.83Second
      fiscal quarter
                
                
                34.00
                
                
                
                24.15
                
                
                
                14.85
                
                
                
                7.99Third
      fiscal quarter
                
                
                60.65
                
                
                
                29.30
                
                
                
                19.88
                
                
                
                8.52Fourth
      fiscal quarter
                
                
                73.00
                
                
                
                35.00
                
                
                
                29.12
                
                
                
                18.60
 
 Shareholders
 
 As of
March 21, 2008, we had approximately 178 shareholders of record.
 
 Dividends
 
 We have
never paid cash dividends on our common stock and we do not plan to pay cash
dividends to our common shareholders in the foreseeable future.
 
 The
information required by this item with respect to our equity compensation plans
in hereby incorporated from Part III, Item 12 of this Form 10-K.
 
 ITEM 6.
              SELECTED
      CONSOLIDATED FINANCIAL DATA
 
 The
following selected consolidated financial data should be read in conjunction
with our consolidated financial statements, the notes related thereto, and
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.  The consolidated statements of operations data for the
years ended February 2, 2008, February 3, 2007, and January 28, 2006,
and the consolidated balance sheets data as of February 2, 2008,
February 3, 2007 and January 28, 2006 have been derived from and
should be read in conjunction with our audited consolidated financial statements
and the notes thereto included elsewhere in this Annual Report on Form
10-K.  The consolidated statements of operations data for the years
ended January 29, 2005 and January 31, 2004 and the consolidated balance
sheets data as of January 29, 2005 and January 31, 2004 are
derived from consolidated financial statements which are not included
herein.
 
 Reclassifications
have been made to prior year balances to conform to the current year
presentation.  For a complete description of matters affecting the
results in the tables below, see Note 1 to the “Notes to the Consolidated
Financial Statements” in Item 8.
  Fiscal
      Years Ended(In
      thousands, except per share data)
                
                February
      2,
                
                
                February
      3,
                
                
                January
      28,
                
                
                January
      29,
                
                
                January
      31,2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004Consolidated
      Statements of Operations Data:
                
                
                
                
                
                
                
                
                
                
                
                
                
                (Unaudited)Net
      revenue
                
                $
                221,206
                
                
                $
                91,218
                
                
                $
                33,320
                
                
                $
                31,398
                
                
                $
                30,559Income
      (loss) from operations
                
                
                57,301
                
                
                
                5,857
                
                
                
                (4,569
                )
                
                
                (356
                )
                
                
                (841
                )Net
      income (loss)
                
                
                70,209
                
                
                
                6,244
                
                
                
                (1,561
                )
                
                
                (125
                )
                
                
                (663
                )Basic
      net income (loss) per share
                
                $
                2.73
                
                
                $
                0.28
                
                
                $
                (0.07
                )
                
                $
                (0.01
                )
                
                $
                (0.03
                )Diluted
      net income (loss) per share
                
                
                2.46
                
                
                
                0.24
                
                
                
                (0.07
                )
                
                
                (0.01
                )
                
                
                (0.03
                )(In
      thousands)
                
                February
      2,
                
                
                February
      3,
                
                
                January
      28,
                
                
                January
      29,
                
                
                January
      31,2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004Consolidated
      Balance Sheets Data:
                
                
                
                
                
                
                
                
                
                
                
                
                
                (Unaudited)
                
                
                (Unaudited)Working
      capital
                
                $
                263,178
                
                
                $
                38,784
                
                
                $
                27,826
                
                
                $
                22,303
                
                
                $
                22,516Total
      assets
                
                
                379,466
                
                
                
                76,084
                
                
                
                40,357
                
                
                
                35,553
                
                
                
                30,703Total
      shareholders' equity
                
                
                345,592
                
                
                
                52,972
                
                
                
                30,677
                
                
                
                27,781
                
                
                
                25,167
  The
following table presents details of the total share-based compensation expense,
excluding tender offer payments associated with the adjustments to measurement
dates for option grants, that is included in each functional line item in the
consolidated statements of operations data above (in thousands):
  25
  Fiscal
      Years EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,
                
                
                January
      29,
                
                
                January
      31,2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004Supplemental
      Data on Share-based Compensation
                
                
                
                
                
                
                
                
                
                
                
                
                
                (Unaudited)Expense:Cost
      of revenue
                
                $
                559
                
                
                $
                380
                
                
                $
                84
                
                
                $
                101
                
                
                $
                169Research
      and development
                
                
                3,577
                
                
                
                2,815
                
                
                
                650
                
                
                
                595
                
                
                
                594Selling
      and marketing
                
                
                1,005
                
                
                
                825
                
                
                
                353
                
                
                
                344
                
                
                
                416General
      and administrative
                
                
                2,068
                
                
                
                1,246
                
                
                
                495
                
                
                
                436
                
                
                
                450$
                7,209
                
                
                $
                5,266
                
                
                $
                1,582
                
                
                $
                1,476
                
                
                $
                1,629
  ITEM 7.              MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 You
should read the following discussion in conjunction with our consolidated
financial statements and related notes.  Except for historical
information, the following discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Exchange Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.
  Overview
 
 We are a
leading fabless provider of highly integrated system-on-chip, or SoC, solutions
that are used to deliver multimedia entertainment throughout the
home.  Our SoC solutions combine our semiconductors and software and
are a critical component of multiple high-growth, consumer applications that
process digital video and audio content, including IPTV, high definition DVD
players, HDTVs, and portable media players.  Our semiconductors
provide high definition digital video decoding for multiple compression
standards, graphics acceleration, audio decoding, a CPU and display
control.  Our software provides control of media processing and system
security management.  Together, our semiconductors and software form a
complete SoC solution that we believe provides our customers with a foundation
to quickly develop feature-rich consumer entertainment products.  We
believe we are the leading provider of digital media processor SoCs for set-top
boxes in the IPTV market and a leading provider of such SoCs for the high
definition DVD player market, in terms of units shipped.
 
 Our
primary target markets are the IPTV, the high definition DVD and other media
players and the HDTV markets.  The IPTV market consists of consumer
and commercial products that distribute and receive streaming video using
internet protocol, or IP.  The high definition DVD and other media
players market consists primarily of set-top boxes and portable media products
that perform playback of digital media stored on optical or hard disk
formats.  The HDTV product market consists of digital television sets
offering high definition capability.  We also sell products into other
markets such as the PC-based add-in market.  Although we no longer
specifically target them, we continue to derive revenue from sales of our
products into these markets.
 
 Our
primary product group consists of our SoC solutions.  To a much lesser
extent, we provide other products, such as customized development
boards.  For fiscal 2008 and 2007, we derived 98% and 95%,
respectively, of our net revenue from our SoC solutions.  Our SoC
solutions consist of highly integrated semiconductors and software that process
digital video and audio content.  Our net revenue from sales of our
SoC solutions increased $129.7 million, or 149%, from fiscal 2008 compared to
fiscal 2007.  This increase in our SoCs sales in fiscal 2008 was in
part attributable to many of our customers commercially launching products
incorporating our SoCs after successful initial trials.  We began
volume shipments in January 2006 of our SMP8630 series, which is our latest SoC
solution for these markets.  This product series represented 81% of
our net revenue in fiscal 2008 and 60% of our net revenue in fiscal
2007.  We believe our success with the SMP8630 series product
demonstrates our success in the emerging IPTV and high definition DVD player
markets.  As a result of increased customer adoption, our net revenue
increased from $91.2 million in fiscal 2007 to $221.2 million in fiscal 2008,
representing growth of 143%.
 
 We do not
enter into long-term commitment contracts with our customers and receive
substantially all of our net revenue based on purchase orders.  We
forecast demand for our products based not only on our assessment of the
requirements of our direct customers, but also on the anticipated requirements of the telecommunications carriers that
our customers serve.  We work with both our direct customers and these
carriers to address the market demands and the necessary specifications for our
technologies.  However, a failure by us to accurately forecast demand
can lead to product shortages that can impede production by our customers and
harm our relationship with these customers.
 
 Many of
our target markets are characterized by intense price competition.  In
addition, the semiconductor industry is highly competitive and, as a result, we
expect our average selling prices to decline over time.  To date, we
have not experienced significant competitive pricing pressures with respect to
our SoC solutions in our primary target markets.  However, on
occasion, we have reduced our prices for individual customer volume orders as
part of our strategy to obtain a competitive position in our target
markets.  The willingness of customers to design our SoCs into their
products depends to a significant extent upon our ability to sell our products
at competitive prices.  If we are unable to reduce our costs
sufficiently to offset any declines in product selling prices or are unable to
introduce more advanced products with higher margins in a timely manner, we
could see declines in our market share or gross margins.  We expect
our gross margins will vary from period to period due to changes in our average
selling prices, volume order discounts, mix of product sales, our costs, the
extent of development fees, changes in estimated useful lives of production
testing equipment and provisions for inventory obsolescence.
 
 26
 
 In
October 2007, we completed a follow-on public offering in which we sold and
issued 4,600,000 shares of our common stock at an issue price of $46.00 per
share.  We raised a total of $211.6 million in gross proceeds
from the follow-on public offering, or approximately $198.9 million in net
proceeds after deducting underwriting discounts and commissions of $11.6 million
and other direct offering costs of $1.1 million.
 
 Tender
Offer to Amend the Exercise Price of Certain Options
 
 On
May 15, 2007, we filed a Tender Offer Statement on Schedule TO with the SEC
and commenced an offer, which we refer to as the Offer, to amend certain options
granted under our Amended and Restated 1994 Stock Plan or our 2001 Employee
Stock Option Plan that had original exercise prices per share that were less
than the fair market value per share of the common stock underlying the option
on the option’s measurement date for financial reporting purposes and were
unvested as of December 31, 2004, which we refer to as the 409A Affected
Options.  Under the terms of the Offer, individuals eligible to
participate in the Offer must have been: (a) a non-executive employee of
the company or one of its subsidiaries as of the date on which the Offer
commenced and on June 13, 2007, the date on which the Offer expired;
(b) subject to federal income tax in the United States; and
(c) holding Section 409A Affected Options grants that were unvested as
of December 31, 2004.  Our executive officers and directors were
not eligible to participate in the Offer.  Options that were eligible
for amendment under the Offer are referred to below as Eligible
Options.
 
 The terms
of the Offer provided that employees could elect to have Eligible Options
amended to increase their exercise price per share to be equal to the fair
market value used for financial reporting purposes and to receive a cash payment
with respect to such amended options equal to the difference between the amended
exercise price and the original exercise price of each Eligible Option, less
applicable withholding taxes.  The cash payments were made on the
first payroll date following January 1, 2008, regardless of whether the
holder of the amended Eligible Option remained employed with us on the actual
cash payment date.
 
 We
received election forms from eligible employees agreeing to amend and increase
to fair value the exercise price with respect to approximately 1.2 million
shares underlying Eligible Options.  Under the terms of the Offer, we
made cash payments in January 2008 totaling approximately $2.4 million
to the individuals, who amended their Eligible Options, which were accrued for
in the second quarter of fiscal 2008.
 
 For those
employees who exercised a 409A Affected Option during 2006, we are participating
in the IRS and the California Franchise Tax Board, or FTB, settlement programs
they developed to allow employers to pay certain taxes on behalf of employees to
settle potential tax liabilities resulting from the exercise of these 409A
Affected Options during 2006.  In connection with our participation in
these programs, we paid an aggregate of approximately $0.3 million to the
IRS and FTB.  We also approved bonuses of an aggregate of
approximately $0.2 million payable to these affected employees to
compensate them for additional income tax imposed on them as a result of the
payments we made on their behalf to the IRS and FTB.
  Share
Repurchase Program
  On
February 27, 2008, we announced that our Board of Directors had approved a share
repurchase program that authorized us to repurchase up to 2,000,000 shares of
our common stock.  On March 18, 2008, we announced that our Board of
Directors had approved an increase of 3,000,000 additional shares to the
program, resulting in a total amount authorized to be repurchased under the
share repurchase program of 5,000,000 shares.  The amount and timing
of specific repurchases are subject to market conditions, applicable legal
requirements and other factors, including management’s
discretion.  Repurchases may be conducted in the open market or in
privately negotiated transactions and the repurchase program may be modified,
extended or terminated by the Board of Directors at any time.  There
is no guarantee as to the exact number of shares that will be repurchased under
the program.  As of April 2, 2008, we had purchased a cumulative total
of approximately 3.8 million shares of our common stock pursuant to the
repurchase program for an aggregate purchase price of $80.6 million at an
average price of $21.01 per share.
 Critical
Accounting Policies and Estimates
 
 The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States requires us to
make judgments, assumptions, and estimates that affect the amounts reported in
the consolidated financial statements and accompanying
notes.  Note 1 of the notes to consolidated financial statements
describes the significant accounting policies and methods used in the
preparation of the consolidated financial statements.  We consider the
accounting policies described below to be our critical accounting
policies.  These critical accounting policies are impacted
significantly by judgments, assumptions, and estimates used in the preparation
of the consolidated financial statements and actual results could differ
materially from the amounts reported based on these policies.
 
 27
 Revenue
recognition:  We derive our revenue primarily from three
principal sources: product sales, product development contracts and service
contracts.  We generally recognize revenue for product sales and
service contracts in accordance with Staff Accounting Bulletin (“SAB”)
No. 104, Revenue
Recognition, under which revenue is recognized when persuasive evidence
of an arrangement exists, delivery has occurred or service has been rendered,
the fee is fixed or determinable, and collectability is reasonably
assured.
 
 Revenue
from product sales to original equipment manufacturers (“OEMs”), distributors
and end users are generally recognized upon shipment, as shipping terms are FOB
shipping point, except that revenue is deferred when we cannot reasonably
estimate the amount of returns or where collectability is not
assured.  In those situations, revenue is recognized when collection
subsequently becomes probable and returns are estimable.  Allowances
for sales returns, discounts and warranty costs are recorded at the time that
revenue is recognized.
 
 Product
development agreements typically require that we provide customized software to
support customer-specific designs; accordingly, this revenue is accounted for
under the American Institute of Certified Public Accountants (“AICPA”) Statement
of Position (“SOP”) 97-2, Software Revenue
Recognition.  We offer post-contract customer support (“PCS”)
on a contractual basis for additional fees, which is typically a one year
term.  In instances where software is bundled with the PCS, vendor
specific objective evidence does not exist to allocate the total fee to all
undelivered elements of the arrangement and, therefore, revenue and related
costs are deferred until all elements, except PCS, are delivered.  The
total fee is then recognized ratably over the PCS term (typically one year)
after the software is delivered.  We classify development costs
related to product development agreements as cost of revenue.
 
 Revenue
from service contracts consist of fees for providing engineering support
services, and are recognized ratably over the contract term.  Expenses
related to support service revenue are included in cost of revenue.
 
 Accounting for
income taxes:  Deferred income taxes are provided using the
asset and liability method.  Under this method, deferred income taxes
are recognized for tax credits and net operating losses available for
carry-forwards and significant temporary differences.  Deferred tax
assets and liabilities are classified as current or non-current based upon the
classification of the related asset or liability in the financial statements or
the expected timing of their reversal if they do not relate to a specific asset
or liability.  A valuation allowance is provided to reduce the amount
of deferred tax assets if it is considered more likely than not that some
portion of, or all of the deferred tax assets will not be
realized.  Current income taxes are provided for in accordance with
the laws and regulations applicable to the entity as enacted by the relevant tax
authorities.
  In July
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes—an interpretation of FASB StatementNo.109, Accounting for Income Taxes(“FIN 48”).  FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in entities’ financial statements in accordance with
SFAS 109 and prescribes a recognition threshold and measurement attributes for
the financial statement disclosure of tax positions taken or expected to be
taken on a tax return.  Under FIN 48, the impact of an uncertain
income tax position on the income tax return must be recognized at the largest
amount that is more-likely-than-not to be sustained upon audit by the relevant
taxing authority.  An uncertain income tax position will not be
recognized if it has less than a 50% likelihood of being
sustained.  Additionally, FIN 48 provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition.  We adopted the provisions of FIN 48 on
February 4, 2007.  The total amount of unrecognized tax benefits as of
the date of adoption was $2.4 million.
  Valuation of
inventory:Inventories are stated
at the lower of standard cost (approximating a first-in, first-out basis) or
market value.  We periodically review our inventories for excess and
obsolete inventory items and adjust carrying costs to estimated net realizable
values when we determine they are less than cost.  This review
requires an estimation of the future demand for our products and these
adjustments are recorded when the inventory on hand exceeds our estimate of
future demand for each product, generally for a period of one
year.  Once the inventory is written down, a new cost basis is
established.
 
 We
evaluate our ending inventories for excess quantities and obsolescence on a
quarterly basis.  This evaluation includes analysis of historical and
forecasted sales levels by product.  A provision is recorded for
inventories on hand in excess of forecasted demand.  In addition, we
write off inventories that are considered obsolete.  Obsolescence is
determined from several factors, including competitiveness of product offerings,
market conditions and product life cycles.  Increases to the allowance
for excess and obsolete inventory are charged to cost of revenue.  At
the point of the loss recognition, a new, lower-cost basis for that inventory is
established, and subsequent changes in facts and circumstances do not result in
the restoration or increase in that newly established cost basis.  If
this lower-costed inventory is subsequently sold, the related allowance is
matched to the movement of related product inventory, resulting in lower costs
and higher gross margins for those products.
 
 28
 Share-based
compensation:  On January 29, 2006, the start of our fiscal
2007, we adopted SFAS 123R, Share-BasedPayment (“SFAS
123R”) using the modified prospective transition method.  Our
consolidated financial statements as of and for the year ended February 2, 2008
and February 3, 2007 reflect the impact of SFAS 123R.  However,
in accordance with the modified prospective transition method, our consolidated
financial statements for prior periods do not include the impact of
SFAS 123R.  Accordingly, prior periods do not include equity
compensation amounts comparable to those included in the consolidated financial
statements for the years ended February 2, 2008 and February 3,
2007.
  We have
elected to adopt FASB Staff Position (“FSP”) FAS 123R-3 “Transition
Election Related to Accounting for Tax Effects of Share-Based Payment Awards” to
calculate our pool of windfall tax benefits.
  SFAS 123R
requires companies to estimate the fair value of share-based payment awards on
the date of grant using an option-pricing model.  The value of the
award that is ultimately expected to vest is recognized as expense over the
requisite service periods in our consolidated statements of
operations.  Prior to January 29, 2006, we accounted for
share-based awards to employees using the intrinsic value method in accordance
with APB No. 25 as permitted under SFAS No. 123 (and further
amended by SFAS No. 148).
  Upon
adoption of SFAS 123R, we reassessed our equity compensation valuation
method and related assumptions.  Our determination of the fair value
of share-based payment awards on the date of grant utilizes an option-pricing
model, and is impacted by our common stock price as well as a change in
assumptions regarding a number of highly complex and subjective
variables.  These variables include, but are not limited to, our
expected common stock price volatility over the term of the option awards, as
well as the projected employee option exercise behaviors (expected period
between stock option vesting date and stock option exercise
date).  Option-pricing models were developed for use in estimating the
value of traded options that have no vesting or hedging restrictions and are
fully transferable.  Because employee stock options have certain
characteristics that are significantly different from traded options, and
changes in the subjective assumptions can materially affect the estimated fair
value, in our opinion, the existing Black-Scholes option-pricing model may not
provide an accurate measure of the fair value of employee stock
options.  Although the fair value of employee stock options is
determined in accordance with SFAS 123R using an option-pricing model, that
value may not be indicative of the fair value observed in a willing
buyer/willing seller market transaction.
  Share-based
compensation expense recognized in our consolidated statements of operations for
the years ended February 2, 2008 and February 3, 2007 included a combination of
payment awards granted prior to January 29, 2006 and payment awards granted
subsequent to January 29, 2006.  For share-based payment awards
granted prior to January 29, 2006, we attribute the value of share-based
compensation, determined under SFAS 123R, to expense using the accelerated
multiple-option approach.  Compensation expense for all share-based
payment awards granted subsequent to January 29, 2006 is recognized using
the straight-line single-option method.  Share-based compensation
expense included in the years ended February 2, 2008 and February 3, 2007
includes the impact of estimated forfeitures.  SFAS 123R requires
forfeitures to be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those
estimates.  For the periods prior to 2007, we accounted for
forfeitures as they occurred.  The adoption of SFAS 123R requires
us to reflect the net cumulative impact of estimating forfeitures in the
determination of period expense by reversing the previously recognized
cumulative compensation expense related to those forfeitures, rather than
recording forfeitures when they occur as previously permitted.  We did
not record this cumulative impact upon adoption, as the amount was
insignificant.  Stock options granted in periods prior to 2007 were
measured based on SFAS 123 requirements, whereas stock options granted
subsequent to January 29, 2006 were measured based on SFAS 123R
requirements.
 
 Valuation of
marketable securities:  Our marketable
securities include primarily auction rate securities and corporate commercial
paper and bonds.  We monitor all securities for impairment and
recognize an impairment charge if a decline in the fair value of these
marketable securities is judged to be
other-than-temporary.  Significant judgment is used to identify events
or circumstances that would likely have a significant adverse effect on the
future use of the investment.  We consider various factors in
determining whether an impairment is other-than-temporary, including the
severity and duration of the impairment, forecasted recovery, and our ability
and intent to hold the investment for a period of time sufficient to allow for
any anticipated recovery in market value.  Auction rate securities are
bought and sold in the marketplace through a bidding process sometimes referred
to as a “Dutch auction.”  After the initial issuance of the
securities, the interest rate on the securities resets periodically, at
intervals set at the time of issuance (e.g., twenty-eight, thirty-five days or
forty-two days, etc.), based on the market demand at the reset
period.  These securities are generally classified as short-term
marketable securities due to the auction reset feature and liquidity presumably
provided at each scheduled auction date.  However, if auction rate
securities fail to clear at the reset auction and we are unable to estimate the
date the auction rate securities will next clear, they are classified as
long-term marketable securities consistent with their stated contractual
maturities.  At February 2, 2008 we held ten auction rate securities,
with a cost of $43.9 million, all of which failed to clear at recent
auctions.  We do not expect to incur other-than-temporary declines in
value associated with these auction rate securities and has classified all
auction rate securities held at February 2, 2008 as long-term marketable
securities consistent with their stated maturities which range from 30 to 40
years.
 
 29
 Litigation and
settlement costs:  From time to
time, we are involved in disputes, litigation and other legal
proceedings.  We defend these matters
aggressively.  However, there are many uncertainties associated with
any litigation, and we cannot assure you that these actions or other third party
claims against us will be resolved without costly litigation and/or substantial
settlement charges.  If any of these events were to happen, our
business, financial condition, results of operations and cash flows could be
materially and adversely affected.  We record a charge equal to at
least the minimum estimated liability for litigation costs or loss contingency
only when both of the following conditions are met: (i) information
available prior to issuance of the financial statements indicates that it is
probable that an asset had been impaired or a liability had been incurred at the
date of the financial statements and (ii) the range of loss can be
reasonably estimated.  However, the actual liability in any such
litigation may be materially different from our estimates, which could result in
the need to record additional expenses.
 
 Accounts
receivable:  During industry downturns, certain of our
customers may have difficulty with their cash flows.  Certain
customers, typically those with whom we have long-term relationships, may delay
their payments beyond the original terms.  We review the ability of
our customers to pay the account receivable they incur with us.  We
defer recognition of revenue and the related receivable when we cannot
reasonably estimate whether collectibility is reasonably assured at the time
products and services are delivered to our customer.  We provide an
allowance for doubtful accounts for estimated losses resulting from the
inability of our customers to make required payments.  These estimated
allowances are periodically reviewed, analyzing the customer's payment history
and information regarding their credit worthiness.  In establishing
our sales return allowance, we must make estimates of potential future product
returns related to current period product revenue, including analyzing
historical returns, current economic trends, and changes in customer demand and
acceptance of our products.  In fiscal2008, 2007 and 2006, we recorded
provisions for bad debt allowance and sales returns in the total amounts of $0.6
million, $30,000 and $31,000, respectively.  If the financial
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, or future product returns increased, additional
allowances may be required.
 
 Results
of Operations
 
 The
following table is derived from our selected consolidated financial data and
sets forth our historical operating results as a percentage of net revenue for
each of fiscal years indicated (in thousands):
  Years
      EndedFebruary
      2,
                
                
                % of
                
                
                February
      3,
                
                
                % of
                
                
                January
      28,
                
                
                % of2008
                
                
                Net
      Revenue
                
                
                2007
                
                
                Net
      Revenue
                
                
                2006
                
                
                Net
      RevenueNet
      revenue
                
                $
                221,206
                
                
                
                100
                %
                
                $
                91,218
                
                
                
                100
                %
                
                $
                33,320
                
                
                
                100
                %Cost
      of revenue
                
                
                108,408
                
                
                
                (49
                )%
                
                
                46,783
                
                
                
                (51
                )%
                
                
                11,925
                
                
                
                (36
                )%Gross
      profit
                
                
                112,798
                
                
                
                51
                %
                
                
                44,435
                
                
                
                49
                %
                
                
                21,395
                
                
                
                64
                %Operating
      expenses:Research
      and development
                
                
                31,384
                
                
                
                (14
                )%
                
                
                22,515
                
                
                
                (25
                )%
                
                
                15,040
                
                
                
                (45
                )%Sales
      and marketing
                
                
                10,226
                
                
                
                (5
                )%
                
                
                7,841
                
                
                
                (9
                )%
                
                
                6,056
                
                
                
                (18
                )%General
      and administrative
                
                
                13,887
                
                
                
                (6
                )%
                
                
                8,222
                
                
                
                (9
                )%
                
                
                4,868
                
                
                
                (15
                )%Total
      operating expenses
                
                
                55,497
                
                
                
                (25
                )%
                
                
                38,578
                
                
                
                (42
                )%
                
                
                25,964
                
                
                
                (78
                )%Income
      (loss) from operations
                
                
                57,301
                
                
                
                26
                %
                
                
                5,857
                
                
                
                6
                %
                
                
                (4,569
                )
                
                
                (14
                )%Gain
      on sales of long-term investments
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                2,549
                
                
                
                8
                %Interest
      income and other income, net
                
                
                5,782
                
                
                
                3
                %
                
                
                815
                
                
                
                1
                %
                
                
                529
                
                
                
                2
                %Income
      (loss) before income taxes
                
                
                63,083
                
                
                
                29
                %
                
                
                6,672
                
                
                
                7
                %
                
                
                (1,491
                )
                
                
                (4
                )%(Benefit)
      provision for income taxes
                
                
                (7,126
                )
                
                
                3
                %
                
                
                428
                
                
                
                —
                
                
                
                70
                
                
                
                —Net
      income (loss)
                
                $
                70,209
                
                
                
                32
                %
                
                $
                6,244
                
                
                
                7
                %
                
                $
                (1,561
                )
                
                
                (5
                )%
  Net
revenue
 
 The
following table sets forth net revenue and percent changes in net revenue (in
thousands):
  Years
      EndedFebruary
      2,
                
                
                %
                
                
                February
      3,
                
                
                %
                
                
                January
      28,2008
                
                
                change
                
                
                2007
                
                
                change
                
                
                2006Net
      revenue
                
                $
                221,206
                
                
                
                143%
                
                
                $
                91,218
                
                
                
                174%
                
                
                $
                33,320
  Our net
revenue increased $130.0 million, or 143%, in fiscal 2008 compared to fiscal
2007.  Our net revenue increased $57.9 million, or 174%, in fiscal
2007 compared to fiscal 2006.  This increase in revenue for both
fiscal 2008 and 2007 was primarily attributable to increased sales of our SoCs
into the IPTV and high definition DVD and other media player
market.
 
 30
 Net
revenue by target market
  We sell our products into three primary markets, which
are the IPTV market, the high definition DVD and other media players market and
theHDTVmarket.  We also sell
our products, to a lesser extent, into several other markets, such as the
PC-based add-in market, which we refer to collectively as our other
market.  The following table sets forth our net revenue by target
market and the percentage of net revenue represented by our product sales to
eachtargetmarket (in thousands):
  Years
      EndedFebruary
      2,
                
                
                %
      of
                
                
                February
      3,
                
                
                %
      of
                
                
                January
      28,
                
                
                %
      of2008
                
                
                Net
      Revenue
                
                
                2007
                
                
                Net
      Revenue
                
                
                2006
                
                
                Net
      RevenueIPTV
                
                $
                164,143
                
                
                
                74%
                
                
                $
                61,501
                
                
                
                67%
                
                
                $
                19,170
                
                
                
                58%High
      definition DVD and other media players
                
                
                49,127
                
                
                
                22%
                
                
                
                24,698
                
                
                
                27%
                
                
                
                11,227
                
                
                
                34%HDTV
                
                
                3,633
                
                
                
                2%
                
                
                
                1,657
                
                
                
                2%
                
                
                
                797
                
                
                
                2%Other
                
                
                4,303
                
                
                
                2%
                
                
                
                3,362
                
                
                
                4%
                
                
                
                2,126
                
                
                
                6%Net
      revenue
                
                $
                221,206
                
                
                
                100%
                
                
                $
                91,218
                
                
                
                100%
                
                
                $
                33,320
                
                
                
                100%
  IPTV:  For fiscal 2008,
revenue from sales of our SoC solutions into the IPTV market increased $102.6
million, or 167%.  This was in part attributable to our customers in
the IPTV market continuing to increase sales of their products that incorporate
our SoCs, primarily our SMP8630 SoC series.  Our revenue from the IPTV
market as a percentage of our total revenue for fiscal 2008 as compared to
fiscal 2007 increased by 7% primarily due to expansion of the IPTV market and
increased sales to existing customers as well sales to new
customers.  For fiscal 2007, revenue from sales of our SoC solutions
into the IPTV market increased $42.3 million, or 221%, from fiscal
2006.  The increase in revenue in the IPTV market for fiscal 2007 as
compared to fiscal 2006 was in part attributable to our customers commercially
launching their products incorporating our SoCs, primarily our SMP8630
series.  Our revenue from the IPTV market as a percentage of our total
revenue for fiscal 2007 as compared to fiscal 2006 increased by 9% primarily due
to expansion of the IPTV market and increased sales to existing customers as
well sales to new customers.  We expect our revenue from the IPTV
market to fluctuate in future periods as this revenue is based on IPTV service
deployments by telecommunication service providers.
 
 High definition
DVD and other media players:  For fiscal 2008,
revenue from sales of our products to the high definition DVD and other media
playersmarket
increased $24.4 million, or 99%, from fiscal 2007.  This increase was
primarily attributable to increased sales volume of our customers’ products
incorporating our SoCs, including an increase in Blu-ray and digital media
adapter applications.  However, for this period our percentage of net
revenue from sales into the high definition DVD and other media players market
decreased 5% as a percentage of our total revenue, primarily due to a
disproportionate increase in the sales of our products into the IPTV
market.  For fiscal 2007, revenue from sales of our products to the
high definition DVD and other media playermarket increased $13.5
million, or 120%, from fiscal 2006.  This increase was primarily
attributable to increased sales of our customers’ products, including an
increase in Blu-ray and digital media adapter applications.  However,
for this period our percentage of net revenue from sales into the high
definition DVD and other media players market decreased 7% as a percentage of
our total revenue, primarily due to a disproportionate increase in the sales of
our products into the IPTV market.
 
 HDTV:  For fiscal 2008,
net revenue from sales of our products into the HDTV market increased by $2.0
million, or 119%, from fiscal 2007.  This increase was primarily
attributable to an overall increase in demand for our HDTV
applications.  Our net revenues from sales into the HDTV market as a
percentage of our total net revenues from fiscal 2007 compared to fiscal 2006
remained flat due to a disproportionate increase in the sales of our products
into the IPTV market.
  Other:  Our other markets
consist of PC add-ins and other ancillary markets.  Net revenue
increased $0.9 million, or 28% from fiscal 2008 to fiscal 2007 and $1.2 million,
or 58% from fiscal 2007 to fiscal 2006.  These increases were
primarily attributable to an increase in nonrecurring engineering and service
revenues.
 
 Net
revenue by product group
 
 Our
primary product group consists of our SoC solutions.  To a lesser
extent we derive net revenues from other products and services.  The
following table sets forth net revenue in each of our product groups and the
percentage of net revenue represented by each product group (in
thousands):
 Years
      EndedFebruary
      2,
                  
                  
                  %
      of
                  
                  
                  February
      3,
                  
                  
                  %
      of
                  
                  
                  January
      28,
                  
                  
                  %
      of2008
                  
                  
                  Net
      Revenue
                  
                  
                  2007
                  
                  
                  Net
      Revenue
                  
                  
                  2006
                  
                  
                  Net
      RevenueSoCs
                  
                  $
                  216,703
                  
                  
                  
                  98%
                  
                  
                  $
                  86,984
                  
                  
                  
                  95%
                  
                  
                  $
                  28,198
                  
                  
                  
                  85%Other
                  
                  
                  4,503
                  
                  
                  
                  2%
                  
                  
                  
                  4,234
                  
                  
                  
                  5%
                  
                  
                  
                  5,122
                  
                  
                  
                  15%Net
      revenue
                  
                  $
                  221,206
                  
                  
                  
                  100%
                  
                  
                  $
                  91,218
                  
                  
                  
                  100%
                  
                  
                  $
                  33,320
                  
                  
                  
                  100%
 31
 SoCs:  Our SoCs are
targeted toward manufacturers and large volume designer and manufacturer
customers building products for the IPTV, high definition DVD and other media
players and HDTV consumer electronic markets.  The increase of $129.7
million, or 149%, in net revenue from SoCs in fiscal 2008 as compared to fiscal
2007 was due primarily to an increase in sales of our SoC solutions into newer
generation IPTV products and high definition DVD players.  The
increase of $58.8 million, or 208%, in net revenue from SoCs in fiscal 2007 as
compared to fiscal 2006 was due primarily to a $65.2 million increase in sales
into the newer generation of IPTV, high definition DVD players and other media
players and HDTV products, offset by a $7.5 million decrease in sales of our
legacy products.
 
 Other:We derive net revenue
from other products and services, including engineering support services for
both hardware and software, engineering development for customization of SoCs
and other accessories.  The slight increase in our net revenue from
other products in fiscal 2008 from fiscal 2007 was due primarily to increases in
sales of our engineering development kits related to our SoCs and increases in
support services as a result of our increased SoC sales, partially offset by a
decrease in sales of our board products as a result of decreased
demand.  The decrease of $0.9 million, or 17%, in net revenue from
other products in fiscal 2007 as compared to fiscal 2006 was primarily
attributable to decreased demand for our board products.  We
anticipate our net revenue from board products will be relatively flat or
decrease in future periods due to our strategic decision to focus on our SoC
solutions.
  Net
revenue by geographic region
 
 The
following table sets forth our net revenue by geographic region and the
percentage of net revenue represented by each geographic region based on the
invoicing location of each customer (in thousands):
  Years
      EndedFebruary
      2,
                
                
                %
      of
                
                
                February
      3,
                
                
                %
      of
                
                
                January
      28,
                
                
                %
      of2008
                
                
                Net
      Revenue
                
                
                2007
                
                
                Net
      Revenue
                
                
                2006
                
                
                Net
      RevenueAsia
                
                $
                153,146
                
                
                
                69%
                
                
                $
                48,386
                
                
                
                53%
                
                
                $
                27,293
                
                
                
                82%Europe
                
                
                56,782
                
                
                
                26%
                
                
                
                33,109
                
                
                
                36%
                
                
                
                2,081
                
                
                
                6%North
      America
                
                
                11,173
                
                
                
                5%
                
                
                
                9,607
                
                
                
                11%
                
                
                
                3,944
                
                
                
                12%Other
      regions
                
                
                105
                
                
                
                —%
                *
                
                
                116
                
                
                
                —%
                *
                
                
                2
                
                
                
                —%
                *Net
      revenue
                
                $
                221,206
                
                
                
                100%
                
                
                $
                91,218
                
                
                
                100%
                
                
                $
                33,320
                
                
                
                100%
  *           The
percentage of net revenue is less than one percent.
 
 Asia:  Our net revenue
from Asia increased $104.8 million, or 217%, in fiscal 2008 as compared to
fiscal 2007.  The revenue from Asia increased $21.1 million, or 77%,
in fiscal 2007 as compared to fiscal 2006.  The increases in net
revenue from Asia in both absolute dollars and as a percentage of our net
revenue were due primarily to our customers’ continued expansion of their
products incorporating our SoCs.  Also, companies who incorporate our
products into their finished goods and are located in other regions continued to
move their production orders to large designers and manufacturers located in the
Asia region, which has led to a further shifting of our net revenue from other
regions into the Asia region, as many of our direct customers are large
designers and manufacturers located in Asia.  We also continued to
experience large volume orders from two distributors located in
Asia.  The increase in net revenue from the Asia region in fiscal 2007
compared to fiscal 2006 was primarily due to completion of our customers’
initial product trials and successful launches of end products that contain our
SoCs.
 
 The
following table sets forth the percentage of net revenue from countries in the
Asia region that accounted for over 10% of net revenue:
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008
                
                
                2007
                
                
                2006Singapore
                
                
                24%
                *
                
                
                —%
                *
                
                
                —%
                *Korea
                
                
                19%
                
                
                
                17%
                
                
                
                26%Japan
                
                
                12%
                
                
                
                —%
                *
                
                
                —%
                *China
                
                
                —%
                *
                
                
                11%
                
                
                
                21%Taiwan
                
                
                —%
                *
                
                
                —%
                *
                
                
                14%
  *           Net
revenue from this region was less than 10% of our net revenue.
 
 Europe:  Our
net revenue from Europe for fiscal 2008 increased $23.7 million, or 72%, as
compared to fiscal 2007 and for fiscal 2007, our net revenue increased $31.0
million, or 1,491%, as compared to fiscal 2006.  The increases in net
revenue from Europe were primarily attributable to major deployments by our
European customers using our SoCs in their IPTV set-top boxes.  Our
net revenue from Europe in any given period fluctuates depending on whether our
customers place their orders locally or through their overseas manufacturers who
incorporate our SoCs into their final products.
 
 For
fiscal 2008, our revenue in France was 14% of our net revenue.  For
fiscal 2007, revenue in France was 29% of our net revenue.  No other
European country accounted for more than 10% of our net revenue in fiscal 2008
and 2007.  For fiscal 2006, we did not have revenue in excess of 10%
of our net revenue from a single European country.
 
 32
 North
America:  Our net revenue from North America increased $1.6
million, or 16%, for fiscal 2008 as compared to fiscal 2007.  The
increase in absolute dollars was primarily attributable to increased demand for
our SoC solutions for the IPTV market.  However, our net revenue from
North America as a percentage of our net revenue declined from 11% in fiscal
2007 to 5% in fiscal 2008 as a result of the continuation of the trend of
companies located in North America who incorporate our products into their
finished products moving their production orders to large designers and
manufacturers located in the Asia region.  Our revenue from North
American increased $5.7 million, or 144%, for fiscal 2007 as compared to fiscal
2006.  The increase was largely due to our customers’ initial trails
and successful launches of their products that incorporate our
SoCs.  Our revenue from North America in any given period fluctuates
depending on whether our customers place their orders locally or through
overseas manufacturers who incorporate our products into their final
products.
 
 In fiscal
2008, our net revenue generated outside North America was 95% of our net revenue
as compared to approximately 89% in fiscal 2007 and 88% in fiscal
2006.  We expect that net revenue outside of North America will
continue to account for a significant portion of our net revenue.
 
 Major
Customers
 
 The
following table sets forth the major customers that accounted for over 10% of
net revenue:
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,Customer
                
                2008
                
                
                2007
                
                
                2006MTC
      Singapore
                
                
                23%
                
                
                
                —%
                *
                
                
                —%
                *Uniquest
                
                
                19%
                
                
                
                17%
                
                
                
                26%Macnica,
      Inc.
                
                
                12%
                
                
                
                —%
                *
                
                
                —%
                *Freebox
      SA
                
                
                —%
                *
                
                
                20%
                
                
                
                —%
                *
  *           Net
revenue from customer was less than 10% of our net revenue.
 
 Gross
Profit and Gross Margin
 
 The
following table sets forth  gross profit and gross margin (in
thousands):
  Years
      EndedFebruary
      2,
                
                
                %
                
                
                February
      3,
                
                
                %
                
                
                January
      28,2008
                
                
                change
                
                
                2007
                
                
                change
                
                
                2006Gross
      profit
                
                $
                112,798
                
                
                
                154%
                
                
                $
                44,435
                
                
                
                108%
                
                
                $
                21,395Gross
      margin
                
                
                51%
                
                
                
                
                
                
                
                49%
                
                
                
                
                
                
                
                64%
  Our gross
profit was $112.8 million, $44.4 million and $21.4 million in fiscal 2008, 2007
and 2006, respectively.  The significant increases in gross profit in
fiscal 2007 and 2008 were due primarily to increased sales of our SoCs used in
the IPTV and high definition DVD and other media player
markets.  Provisions for excess and obsolete inventory included in
cost of net revenue were $0.7 million in 2008, $1.2 million in fiscal 2007 and
$29,000 in fiscal 2006.
 
 Our gross
profit as a percentage of net revenue, or gross margin, was 51% in fiscal 2008,
49% in fiscal 2007 and 64% in fiscal 2006.  The increase in gross
margin in fiscal 2008 from fiscal 2007 was primarily related to the reduction of
our product costs as we achieved increased unit production volumes and
manufacturing efficiencies with our manufacturers.  The decrease in
gross margin in fiscal 2007 from fiscal 2006 was primarily related to the
introduction of our SoCs for the IPTV market at lower average selling prices due
to individual customer volume pricing, while incurring early volume production
ramp costs.
 
 Operating
Expenses
  The
following table sets forth operating expenses and percent changes in operating
expenses (in thousands):
  Years
      EndedFebruary
      2,
                
                
                %
                
                
                February
      3,
                
                
                %
                
                
                January
      28,2008
                
                
                change
                
                
                2007
                
                
                change
                
                
                2006Research
      and development expenses
                
                $
                31,384
                
                
                
                39%
                
                
                $
                22,515
                
                
                
                50%
                
                
                $
                15,040Sales
      and marketing expenses
                
                
                10,226
                
                
                
                30%
                
                
                
                7,841
                
                
                
                29%
                
                
                
                6,056General
      and administrative expenses
                
                
                13,887
                
                
                
                69%
                
                
                
                8,222
                
                
                
                69%
                
                
                
                4,868Total
      operating expenses
                
                $
                55,497
                
                
                
                44%
                
                
                $
                38,578
                
                
                
                49%
                
                
                $
                25,964
  33
 
  Research and
development expenses:  Research and
development expenses increased by approximately $8.9 million, or 39%, in
fiscal 2008 compared to fiscal 2007.  The increase is primarily
attributable to an increase of $3.4 million in license fees, consulting
services, supplies and non-recurring engineering costs to develop our products,
an increase of $2.9 million in compensation expenses primarily as a result of
increased headcount of 23 research and development employees from fiscal 2007 to
fiscal 2008, an increase of $2.3 million in share-based compensation expense and
an increase of $0.4 million in depreciation and amortization and rent
expenses.  The $2.3 million increase in share-based compensation
expense includes $1.5 million in compensation expense associated with research
and development personnel as a result of the employee stock option tender offer
we initiated in the second quarter of fiscal 2008 in addition to an increase in
headcount.  Research and development expenses increased by
approximately $7.5 million, or 50%, in fiscal 2007 compared to fiscal
2006.  The increase in fiscal 2007 is primarily attributable to the
addition of 31 research and development personnel, partially offset by a
reduction in project-related costs of $1.1 million.  We anticipate
research and development expenses will continue to increase in absolute
dollars.
 
 Sales and
marketing expenses:  Sales and
marketing expenses increased by $2.4 million, or 30%, in fiscal 2008 as compared
to fiscal 2007.  The increase is primarily attributable to an increase
of $1.2 million in compensation expenses primarily as a result of increased
headcount of nine sales and marketing employees from fiscal 2007 to fiscal 2008
and variable selling costs, such as commissions, due to increased sales, an
increase of $0.6 million in share-based compensation expense, an increase of
$0.3 million in professional services, an increase of $0.1 million in travel and
entertainment expenses and an increase of $0.1 million in depreciation and
amortization and rent expenses.  The $0.6 million increase in
share-based compensation expense includes $0.4 million in compensation expense
associated with sales and marketing personnel as a result of the employee stock
option tender offer we initiated in the second quarter of fiscal
2008.  Sales and marketing expenses increased by $1.8 million, or 29%,
in fiscal 2007 as compared to fiscal 2006.  This increase in fiscal
2007 was due primarily to an increase of $0.7 million in commission expenses
paid in fiscal 2007 and an increase of $0.5 million in share-based compensation
attributable to our sales and marketing personnel, partially offset by a
decrease in sales and marketing personnel.  We anticipate that our
sales and marketing expenses will continue to increase in absolute
dollars.
 
 General and
administrative expenses:General and
administrative expenses in fiscal 2008 increased $5.7 million, or 69%, as
compared to fiscal 2007.  The increase is primarily attributable to an
increase of $1.3 million in compensation expenses primarily as a result of
increased headcount of three general and administrative employees from fiscal
2007 to fiscal 2008, an increase of $1.2 million in legal fees related to the
review of our historical stock option granting practices of prior years, an
increase of $1.2 million in share-based compensation expense, an increase of
$1.4 million in professional fees related to audit, tax and other services and
an increase of $0.4 million in depreciation and amortization, rent and other
miscellaneous expenses.  The $1.2 million increase in share-based
compensation expense includes $0.3 million in compensation expense associated
with general and administrative  personnel as a result of the employee
stock option tender offer we initiated in the second quarter of fiscal
2008.  General and administrative expenses in fiscal 2007 increased
$3.4 million, or 69%, as compared to fiscal 2006.  The increase
in fiscal 2007 was due primarily to an increase of $2.0 million in outside
professional services, an increase of $0.5 million in compensation expenses
associated with general and administrative personnel and an increase of $0.8
million in share-based compensation attributable to our general and
administrative personnel.  We expect our general and administrative
expenses will continue to increase in absolute dollars.
 Share-based
compensation expenses:The following table
sets for the total share-based compensation expense, excluding tender offer
payments associated with the adjustments to measurement dates for option grants,
that is included in each functional line item in the consolidated statements of
operations (in thousands):
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008(1)
                
                
                2007(1)
                
                
                2006Cost
      of revenue
                
                $
                559
                
                
                $
                380
                
                
                $
                84Research
      and development expenses
                
                
                3,577
                
                
                
                2,815
                
                
                
                650Sales
      and marketing expenses
                
                
                1,005
                
                
                
                825
                
                
                
                353General
      and administrative expenses
                
                
                2,068
                
                
                
                1,246
                
                
                
                495Total
      share-based compensation
                
                $
                7,209
                
                
                $
                5,266
                
                
                $
                1,582
  (1)
              The
      amounts included in fiscal 2007 and 2008 reflect the adoption of SFAS
      123(R).  In accordance with the modified prospective transition
      method, our consolidated statements of operations for fiscal 2006 has not
      been restated to reflect, and does not include, the impact of SFAS
      123(R).
 
 The
adoption of SFAS 123(R) will continue to have an adverse impact on our results
of operations.  The amount of unearned share-based compensation
currently estimated to be expensed in the period fiscal 2009 through 2012
related to unvested share-based payment awards at February 2, 2008 is $66.1
million.  The weighted average period over which the unearned
share-based compensation is expected to be recognized is approximately 3.37
years.  Future share-based compensation expense and unearned
share-based compensation will increase to the extent that we grant additional
equity awards to employees or assume unvested equity awards in connection with
any acquisitions.
 
 34
 Amortization
of intangible assets
 
 Amortization
expense of $0.8 million and $0.7 million for acquired developed technology for
fiscal 2008 and 2007, respectively, is classified as cost of
sales.  Amortization expense of $0.5 million and $0.5 million for
other purchased intangible assets for fiscal 2008 and 2007, respectively, is
classified as research and development expense in our consolidated statements of
operations.  At February 2, 2008, the unamortized balance from
purchased intangible assets was $4.3 million which will be amortized to future
periods based on their respective remaining estimated useful
lives.  If we purchase additional intangible assets in the future, our
cost of revenue or other operating expenses will increase by the amortization of
those assets.
 
 Gains
on sale of long-term investment
 
 We
recognized no gain on sales of long-term investments in fiscal 2008 or 2007 and
we recognized gains totaling $2.6 million on sales of long-term investments in
fiscal 2006.  During fiscal 2006, we sold our investment in Series B
Preferred Stock of a local MPEG-4 system provider for approximately $1.1
million.  We had no carrying amount for this investment at the date of
sale, as it had been fully written off in fiscal 2003.  The entire
sales proceeds of approximately $1.1 million were recognized as a gain on sales
of investment during the year.  In addition, we sold another
investment in an original equipment manufacturer with a carrying cost of
approximately $2.0 million for $3.5 million and recognized a gain of $1.5
million.  We do not expect to sell any of our remaining investments in
the near future.
 
 Interest
and other income, net
 
 The
following table sets forth our net interest and other income and related
percentage increase over the previous fiscal year for fiscal 208, 2007 and 2006
(in thousands):
  Years
      EndedFebruary
      2,
                
                
                %
                
                
                February
      3,
                
                
                %
                
                
                January
      28,2008
                
                
                change
                
                
                2007
                
                
                change
                
                
                2006Interest
      and other income, net
                
                $
                5,782
                
                
                
                609%
                
                
                $
                815
                
                
                
                54%
                
                
                $
                529
  Our other
income and expense primarily consisted of interest income from marketable
securities, interest expenses from our lines of credit and term loan, losses on
disposals of fixed assets and gain or loss on sales of marketable
securities.  The increase of $5.0 million, or 609%, in fiscal 2008 as
compared to fiscal 2007 was due primarily to an increase in interest income
earned on cash, cash equivalents and marketable securities, which increased
significantly during fiscal 2008 as a result of cash generated from operations
and the follow-on offering.  The increase of $0.3 million, or 54%, in
fiscal 2007 as compared to fiscal 2006 was due primarily to an increase in
interest income as a result of an increase in cash, cash equivalents and
marketable securities of $6.9 million.
 
 (Benefit)
provision for income taxes
 
 We
recorded a benefit from income taxes of $(7.1) million for fiscal 2008 and a
provision for income taxes of $0.4 million and $0.1 million for fiscal 2007 and
2006, respectively.  The fiscal 2008, 2007 and 2006 effective tax rate
was approximately (11)%, 6% and (5)%, respectively.  Our fiscal 2008
effective tax rate differs from the federal statutory rate of 35% primarily due
to our use of net operating losses and the release of the valuation allowance,
which provided an aggregate tax benefit of $(33.7) million.  Our
fiscal 2007 effective tax rate differs from the federal statutory rate of 35% is
primarily due to our use of net operating losses.  Our fiscal 2006
effective tax rate differs from the federal statutory rate of 35% primarily due
to minimum state taxes and foreign taxes.
 
 Liquidity
and Capital Resources
 
 The
following table sets forth the cash and cash equivalents and short-term
marketable securities (in millions):
  February
      2,
                
                
                February
      3,2008
                
                
                2007Cash
      and cash equivalents
                
                $
                174.1
                
                
                $
                24.4Short-term
      marketable securities
                
                
                44.4
                
                
                
                8.8$
                218.5
                
                
                $
                33.2
  As of
February 2, 2008, our principal sources of liquidity consisted of cash and cash
equivalents and marketable securities of $218.5 million, which represents an
increase of $185.3 million from $33.2 million at February 3,
2007.  The increase in cash and cash equivalents and marketable
securities was primarily the result of our follow-on public offering of common
stock, which resulted in net cash proceeds to us of $198.9
million.  In addition, we generated net cash from our operating
activities of $40.2 million and net proceeds from the sale of our common stock
through our stock option plans and employee stock purchase plan of $10.5
million, which was partially offset by purchases of short-term marketable
securities of $194.3 million and purchases of equipment of $7.6
million.
 
 35
 Our
primary net cash inflows and outflows at the end of each fiscal year were as
follows (in millions):
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008
                
                
                2007
                
                
                2006Net
      cash flow provided by (used in):Operating
      activities
                
                $
                40.2
                
                
                $
                8.5
                
                
                $
                1.2Investing
      activities
                
                
                (100.1
                )
                
                
                (2.0
                )
                
                
                2.2Financing
      activities
                
                
                209.4
                
                
                
                1.0
                
                
                
                3.3Effect
      of foreign rate changes on cash and cash equivalents
                
                
                0.2
                
                
                
                0.1
                
                
                
                (0.1
                )Net
      increase in cash and cash equivalents
                
                $
                149.7
                
                
                $
                7.6
                
                
                $
                6.6
 Cash
flows from operating activities
  Net cash provided by operating activities increased by
$31.7million in fiscal 2008 from fiscal 2007 primarily due to ournet income of $70.2 million, increases in accounts
payable of $4.8 million, accrued liabilities of $5.6 million and other long-term
liabilities of $0.5 million,share-based
compensation expense of $7.2 million and depreciation and amortization of $3.4
million,partiallyoffset by increases in accounts receivable of $29.6
million, inventories of $10.9 millionandprepaid expenses of $4.2million,and the non-cash benefit to net income for deferred
taxes of $12.7 million.The increases
in accounts receivables and inventories in 2008 were the result of the increase
in our sales in the IPTV, high definition DVD and other media players, and HDTV
markets.
  Net cash
provided by operating activities increased by $7.3 million in fiscal 2007 from
fiscal 2006 primarily due to our net income of $6.2 million, increases in
accrued liabilities of $3.5 million and accounts payable of $9.5 million,
partially offset by increases in inventory of $13.4 million and accounts
receivable of $6.3 million.  The increases in inventory, accounts
receivable and accounts payable in fiscal 2007 were associated with the increase
in our net revenues during the period as a result of increased sales into the
IPTV, high definition DVD and other media players, and HDTV
markets.  We incurred non-cash expenses of $5.3 million for
share-based compensation expenses, depreciation and amortization of $2.4 million
and provisions to record inventory excess and obsolescence of $1.2 million in
fiscal 2007.
 
 Cash
flows from our operating activities will continue to fluctuate based upon our
ability to grow net revenues while managing the timing of payments to us from
customers and to vendors from us, the timing of inventory purchases and
subsequent manufacture and sale of our products.
 
 Cash
flow from investing activities
  Net cash used in investing activities increased by $98.1
million in fiscal 2008 from fiscal 2007primarily due to purchases of marketable securities of
$194.3 million and purchases of software, equipment and leasehold improvements
of $7.6 million, partiallyoffset by sales and maturities of marketable securities
of $101.7 million.Net cash used in investing activities increased by $4.2
million in fiscal 2007 from fiscal 2006 primarily due to purchases of marketable
securities of $22.2 million and purchases of software, equipment and leasehold
improvements of $3.0 million,partially offset by $23.0 million net proceeds from
maturities of marketable securities.
 
 Cash
flow from financing activities
 
 Net cash provided by financing activities increased by
$208.4million in fiscal 2008 from fiscal 2007primarily due to proceeds from our follow-on public
offering of our common stock of $198.9 million and sales of our common stock
through our stock option plans and employee stock purchase plan of $10.5
million.Net cash provided by
financing activities decreased by $2.3 million in fiscal 2007 from fiscal 2006primarily due to a $1.7 million decrease in
sales of our common stock through our stock option plans and employee stock
purchase plan and repayment of $0.2 million from bank borrowings made in fiscal
2006.
 Liquidity
 
 To date,
our primary sources of funds have been proceeds from the sale of our common
stock and borrowings under bank lines of credit.  In certain periods,
cash generated from operations has also been a source of funds.  While
we generated cash from operations for fiscal 2008, 2007 and 2006, it is possible
that our operations will consume cash in future periods.  Based on our
currently anticipated cash needs, we believe that our current reserve of cash,
cash equivalents and short-term marketable securities will be sufficient to meet
our anticipated working capital requirements, obligations, capital expenditures,
strategic investments and other cash needs for at least the next twelve
months.  However, it is possible that we may need to raise additional
funds to finance our activities during or beyond the next 12 months, and our
future capital requirements may vary significantly from those currently
planned.  Cash will continue to fluctuate based upon our ability to
grow revenue and the timing of payments to us from customers and to vendors from
us, the timing of inventory purchases and subsequent manufacture and sale of our
products.
 
 36
 At
February 2, 2008, we held approximately $43.9 million of investments,
currently classified in our long-term marketable securities, with an auction
reset feature, which are referred to as "auction rate securities.”  In
late February and March 2008, auctions failed for all of our auction rate
securities and there is no assurance that future auctions will succeed, and as a
result our ability to liquidate our investments and fully recover the carrying
value of our auction rate securities in the near term may be limited or not
exist.  An auction failure means that the parties wishing to sell
securities could not.  All of our auction rate securities were rated
AAA or Aaa at the time of purchase, the highest rating, by a rating
agency.  If the issuers of these auction rate securities are unable to
successfully close future auctions and their credit ratings deteriorate, we may
in the future be required to record an impairment charge on these
investments.  We believe that the underlying credit quality of the
assets backing our auction rate securities has not been impacted by the reduced
liquidity of these investments.  Based on our expected operating cash
flows, and our other sources of cash, we do not anticipate the potential lack of
liquidity on these investments will affect our ability to execute our current
business plan.
  Debt
 
 On
August 12, 2005, we entered into a Loan and Security Agreement, or the Loan
Agreement, with United Commercial Bank.  On August 30, 2007, we paid off
the balance owed and terminated the Loan Agreement.  As of February 2,
2008, we have no outstanding debt.
  Contractual
Obligations and Commitments
 
 We do not
have guaranteed price or quantity commitments from any of our
suppliers.  We generally maintain products for distribution through
corporate markets based on forecasts rather than firm purchase
orders.  Additionally, we generally acquire products for sale to our
OEM customers based on purchase orders received as well as forecasts from such
customers.  Purchase orders with delivery dates greater than 12 weeks
are typically cancelable without substantial penalty from such OEM
customers.  We currently place non-cancelable orders to purchase
semiconductor products from our suppliers on an eight to twelve week lead-time
basis.
 
 The
following table sets forth the amounts of payments due under specified
contractual obligations as of February 2, 2008 (in thousands):
  Payments
      Due by Period1
      year
                
                
                1
      - 3
                
                
                3
      - 5Contractual
      Obligations
                
                or
      less
                
                
                years
                
                
                years
                
                
                TotalOperating
      leases
                
                $
                935
                
                
                $
                1,882
                
                
                $
                1,590
                
                
                $
                4,407Non-cancelable
      purchase orders
                
                
                19,559
                
                
                
                —
                
                
                
                —
                
                
                
                19,559$
                20,494
                
                
                $
                1,882
                
                
                $
                1,590
                
                
                $
                23,966
  On
April 10, 2006, we entered into a sublease agreement to rent approximately
2,500 square feet of a facility from a start-up company founded by a member of
our Board of Directors.  This was a month-to-month operating lease
with base rent of $4,000 plus proportionate share of operating costs which
commenced on April 1, 2006.  This sublease expired in September
2007.
 
 On
February 22, 2007, we entered into a new lease agreement for a facility of
approximately 66,000 square foot in Milpitas, California.  We
relocated our headquarters to this facility in September 2007.  The
new lease commenced on June 30, 2007 and will expire in September
2012.  We pay a monthly base rent plus common area maintenance and
building operating expenses over the term of the lease.  The monthly
base rent will increase over the life of the lease from approximately $42,000 to
$55,000, with free base rent for the initial three months.
 
 37
 Recent
Accounting Pronouncements
 
 In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard No. 157 (“SFAS 157”), Fair Value
Measurements.  SFAS 157 establishes a framework for
measuring fair value and expands disclosures about fair value
measurements.  The changes to current practice resulting from the
application of SFAS 157 relate to the definition of fair value, the methods
used to measure fair value, and the expanded disclosures about fair value
measurements.  SFAS 157 is effective for fiscal years beginning after
November 15, 2007, and we are required to adopt it beginning in the first
quarter of fiscal 2009.  We are currently in the process of evaluating
the impact that the adoption of SFAS 157 will have on our consolidated financial
position and results of operation.
 
 In
February 2007 the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (“SFAS 159”).  SFAS 159
provides companies with an option to report selected financial assets and
liabilities at fair value.  The standard’s objective is to reduce both
complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities
differently.  The standard requires companies to provide additional
information that will help investors and other users of financial statements to
more easily understand the effect of the company’s choice to use fair value on
its earnings.  It also requires companies to display the fair value of
those assets and liabilities for which the company has chosen to use fair value
on the face of the balance sheet.  The new standard does not eliminate
disclosure requirements included in other accounting standards, including
requirements for disclosures about fair value measurements included in SFAS No.
157, Fair Value Measurements,and SFAS No. 107, Disclosures about Fair Value of
Financial Instruments.SFAS 159 is effective for fiscal years
beginning after November 15, 2007, and we are required to adopt it
beginning in the first quarter of fiscal 2009.  We are in the process
of evaluating this standard and therefore have not yet determined the impact
that the adoption of SFAS 159 will have on our consolidated financial position
and results of operation.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations
("SFAS 141R").  SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill
acquired.  SFAS 141R also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination.  SFAS 141R is effective for fiscal years beginning
after December 15, 2008.  We are in the process of evaluating
this standard and therefore have not yet determined the impact that the adoption
of SFAS 141R will have on our consolidated financial position and results of
operation.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of Accounting Research Bulletin
No. 51 ("SFAS 160").  SFAS 160 establishes accounting
and reporting standards for ownership interests in subsidiaries held by parties
other than the parent, the amount of consolidated net income attributable to the
parent and to the noncontrolling interest, changes in a parent's ownership
interest, and the valuation of retained noncontrolling equity investments when a
subsidiary is deconsolidated.  SFAS 160 also establishes
disclosure requirements that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling
owners.  SFAS 160 is effective for fiscal years beginning after
December 15, 2008.  We are in the process of evaluating this
standard and therefore have not yet determined the impact that the adoption of
SFAS 160 will have on our consolidated financial position and results of
operation.
 
 ITEM 7A.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 The
following discussion about our market risk disclosures involves forward-looking
statements.  Actual results could differ materially from those
projected in the forward-looking statements.  We face exposure to
market risk from adverse movements in interest rates and foreign currency
exchange rates, which could impact our operations and financial
condition.  We do not use derivative financial instruments for
speculative purposes.
  Interest rate
sensitivity:  At February 2, 2008 we held money market funds of
$165.7 million, short-term marketable securities of $44.4 million and long-term
marketable securities of $57.2 million.  If short-term interest rates
were to decrease 10%, the decreased interest income associated with these money
market funds and marketable securities would not have a significant impact on
our net income and cash flows.
 
 At
February 2, 2008, we held approximately $43.9 million of investments,
currently classified in our long-term marketable securities, with an auction
reset feature, which are referred to as "auction rate securities.”  In
late February and March 2008, auctions failed for all of our auction rate
securities and there is no assurance that future auctions will succeed and as a
result our ability to liquidate our investments and fully recover the carrying
value of our marketable securities in the near term may be limited or not
exist.  An auction failure means that the parties wishing to sell
securities could not.  All of our auction rate securities, including
those subject to the failure, were rated AAA or Aaa at the time of purchase, the
highest rating, by a rating agency.  If the issuers of these auction
rate securities are unable to successfully close future auctions and their
credit ratings deteriorate, we may in the future be required to record an
impairment charge on these marketable securities.  We believe that the
underlying credit quality of the assets backing our auction rate securities have
not been impacted by the reduced liquidity of these investments.  We
are continuing to evaluate the credit quality, classification and valuation of
our auction rate securities; however, we are not yet able to quantify the amount
of impairment, if any, or change in classification in these investments at this
time.  If these auctions continue to fail and the credit ratings of
these investments deteriorate, the fair value of these auction rate securities
may decline and we may incur impairment charges in connection with these
securities, which would negatively affect our reported earnings, cash flow and
financial condition.  Based on our expected operating cash flows, and
our other sources of cash, we do not anticipate the potential lack of liquidity
of these investments will affect our ability to execute our current business
plan.
  38
 Foreign currency
exchange rate sensitivity:  The Hong Kong dollar and Euro are
the financial currencies of our subsidiaries in Hong Kong and France,
respectively.  We do not currently enter into foreign exchange forward
contracts to hedge balance sheet exposures or intercompany balances against
movements in foreign exchange rates.  However, we do maintain cash
balances denominated in the Hong Kong dollar and Euro.  If foreign
exchange rates were to weaken against the U.S. dollar immediately and uniformly
by 10% from the exchange rate at February 2, 2008, the fair value of these
foreign currency amounts would decline by an insignificant amount.
   39
 ITEM 8.               FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
 
 
 INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
  PageReport
      of Independent Registered Public Accounting Firm
                41Consolidated
      Balance Sheets
                42Consolidated
      Statements of Operations
                43Consolidated
      Statements of Shareholders’ Equity and Comprehensive Income
      (Loss)
                44Consolidated
      Statements of Cash Flows
                45Notes
      to Consolidated Financial Statements
                46
  
 40
  Report
of Independent Registered Public Accounting Firm
 
 
 The
Board of Directors and Shareholders
 Sigma
Designs, Inc.:
 We have
audited the accompanying consolidated balance sheets of Sigma Designs, Inc. and
subsidiaries (the “Company”) as of February 2, 2008 and February 3, 2007, and
the related consolidated statements of operations, shareholders’ equity and
comprehensive income (loss), and cash flows for each of the fiscal years in the
three-year period ended February 2, 2008.  In connection with our
audits of the consolidated financial statements, we also have audited the
financial statement schedule, as set forth under
Item 15(a).  These consolidated financial statements and
financial statement schedule are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company as
of February 2, 2008 and February 3, 2007, and the consolidated results of their
operations and their cash flows for each of the fiscal years in the three-year
period ended February 2, 2008, in conformity with U.S. generally accepted
accounting principles.  Also in our opinion, the related financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
  As
discussed in Note 1 to the consolidated financial statements, the Company
adopted the provisions of Statement of Financial Accounting Standards No. 123
(revised 2004), Share-Based
Payment and Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in
Income Taxes—an interpretation of FASB Statement No. 109,effective
January 29, 2006, and February 4, 2007, respectively.
 
 We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company’s internal control over financial
reporting as of February 2, 2008, based on criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), and our report dated April 2, 2008 expressed an
unqualified opinion on the effectiveness of the Company’s internal control over
financial reporting.
 
 
 /s/
ARMANINO MCKENNA LLP
 
 San
Ramon, California
 April 2,
2008
  41
  SIGMA
DESIGNS, INC.
 CONSOLIDATED
BALANCE SHEETS
 (In
thousands, except share amounts)
  February
      2,
                
                
                February
      3,2008
                
                
                2007AssetsCurrent
      Assets:Cash
      and cash equivalents
                
                $
                174,089
                
                
                $
                24,413Short-term
      marketable securities
                
                
                44,401
                
                
                
                8,791Accounts
      receivable (net of allowances of $252 in 2008 and $601 in
      2007)
                
                
                40,205
                
                
                
                11,231Inventories
                
                
                26,283
                
                
                
                16,003Deferred
      tax assets
                
                
                5,155
                
                
                
                —Prepaid
      expenses and other current assets
                
                
                5,547
                
                
                
                1,095Total
      current assets
                
                
                295,680
                
                
                
                61,533Long-term
      marketable securities
                
                
                57,242
                
                
                
                —Software,
      equipment and leasehold improvements, net
                
                
                8,783
                
                
                
                3,364Long-term
      investments
                
                
                263
                
                
                
                263Goodwill
                
                
                5,020
                
                
                
                5,020Intangible
      assets, net
                
                
                4,303
                
                
                
                5,527Deferred
      tax assets, net of current portion
                
                
                7,513
                
                
                
                —Other
      non-current assets
                
                
                662
                
                
                
                377Total
      assets
                
                $
                379,466
                
                
                $
                76,084Liabilities
      and Shareholders' EquityCurrent
      liabilities:Accounts
      payable
                
                $
                18,484
                
                
                $
                13,723Accrued
      liabilities
                
                
                14,018
                
                
                
                8,800Current
      portion of bank term loan
                
                
                —
                
                
                
                226Total
      current liabilities
                
                
                32,502
                
                
                
                22,749Long-term
      portion of bank term loan
                
                
                —
                
                
                
                15Other
      long-term liabilities
                
                
                1,372
                
                
                
                348Total
      liabilities
                
                
                33,874
                
                
                
                23,112Commitments
      and contingencies (Note 9)Shareholders'
      equity:Preferred
      stock  - no par value, 2,000,000 shares authorized; no shares
      issued or outstanding
                
                
                —
                
                
                
                —Common
      stock and additional paid-in capital; no par value; 100,000,000 shares
      authorized;30,031,060
      and 22,903,930 shares issued and outstanding at February 2, 2008
      andFebruary
      3, 2007, respectively
                
                
                341,194
                
                
                
                119,301Shareholder
      notes receivable
                
                
                —
                
                
                
                (58
                )Accumulated
      other comprehensive income
                
                
                811
                
                
                
                351Retained
      earnings (accumulated deficit)
                
                
                3,587
                
                
                
                (66,622
                )Total
      shareholders' equity
                
                
                345,592
                
                
                
                52,972Total
      liabilities and shareholders' equity
                
                $
                379,466
                
                
                $
                76,084
 
 See
the accompanying Notes to Consolidated Financial Statements
  42
 SIGMA
DESIGNS, INC.
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 (In
thousands, except per share data)
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008
                
                
                2007
                
                
                2006Net
      revenue
                
                $
                221,206
                
                
                $
                91,218
                
                
                $
                33,320Cost
      of revenue
                
                
                108,408
                
                
                
                46,783
                
                
                
                11,925Gross
      profit
                
                
                112,798
                
                
                
                44,435
                
                
                
                21,395Operating
      expenses:Research
      and development
                
                
                31,384
                
                
                
                22,515
                
                
                
                15,040Sales
      and marketing
                
                
                10,226
                
                
                
                7,841
                
                
                
                6,056General
      and administrative
                
                
                13,887
                
                
                
                8,222
                
                
                
                4,868Total
      operating expenses
                
                
                55,497
                
                
                
                38,578
                
                
                
                25,964Income
      (loss) from operations
                
                
                57,301
                
                
                
                5,857
                
                
                
                (4,569
                )Gains
      on sales of long-term investments
                
                
                —
                
                
                
                —
                
                
                
                2,549Interest
      and other income, net
                
                
                5,782
                
                
                
                815
                
                
                
                529Income
      (loss) before income taxes
                
                
                63,083
                
                
                
                6,672
                
                
                
                (1,491
                )(Benefit)
      provision for income taxes
                
                
                (7,126
                )
                
                
                428
                
                
                
                70Net
      income (loss)
                
                $
                70,209
                
                
                $
                6,244
                
                
                $
                (1,561
                )Net
      income (loss) per share:Basic
                
                $
                2.73
                
                
                $
                0.28
                
                
                $
                (0.07
                )Diluted
                
                $
                2.46
                
                
                $
                0.24
                
                
                $
                (0.07
                )Shares
      used in computing net income (loss) per share:Basic
                
                
                25,683
                
                
                
                22,683
                
                
                
                21,412Diluted
                
                
                28,550
                
                
                
                25,670
                
                
                
                21,412
 
 
 See
the accompanying Notes to Consolidated Financial Statements
 
 43
 
 SIGMA
DESIGNS, INC.
 CONSOLIDATED
STATEMENTS OF SHAREHOLDERS’ EQUITY
 AND
COMPREHENSIVE INCOME (LOSS)
 (In
thousands, except shares)
  Accumulated
      OtherCommon
      Stock
                
                
                
                
                
                
                
                
                Comprehensive
      Income
                
                
                Retained
                
                
                
                
                
                TotalShareholder
                
                
                Unrealized
                
                
                Accumulated
                
                
                Earnings
                
                
                Total
                
                
                ComprehensiveDeferred
                
                
                Notes
                
                
                Gain/
                
                
                Translation
                
                
                (Accumulated
                
                
                Shareholders'
                
                
                IncomeShares
                
                
                Amount
                
                
                Compensation
                
                
                Receivable
                
                
                (Loss)
                
                
                Adjustment
                
                
                Deficit)
                
                
                Equity
                
                
                (Loss)Balance,
      January 29, 2005
                
                
                21,038,962
                
                
                $
                103,560
                
                
                $
                (4,698
                )
                
                $
                (29
                )
                
                $
                (24
                )
                
                $
                276
                
                
                $
                (71,305
                )
                
                $
                27,780
                
                
                
                —Net
      loss
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (1,561
                )
                
                
                (1,561
                )
                
                
                (1,561
                )Unrealized
      gains on marketable securities
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                5
                
                
                
                —
                
                
                
                —
                
                
                
                5
                
                
                
                5Currency
      translation adjustment
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (53
                )
                
                
                —
                
                
                
                (53
                )
                
                
                (53
                )Total
      comprehensive loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,609
                )Deferred
      share-based compensation
                
                
                —
                
                
                
                1,187
                
                
                
                (1,187
                )
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Amortization
      of deferred share-based
      compensation
                
                
                —
                
                
                
                —
                
                
                
                1,582
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                1,582
                
                
                
                —Note
      receivable issued forcommon
      stock
                
                
                —
                
                
                
                29
                
                
                
                —
                
                
                
                (29
                )
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Common
      stock issuedunder
      share plans
                
                
                906,912
                
                
                
                2,924
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                2,924
                
                
                
                —Balance,
      January 28, 2006
                
                
                21,945,874
                
                
                
                107,700
                
                
                
                (4,303
                )
                
                
                (58
                )
                
                
                (19
                )
                
                
                223
                
                
                
                (72,866
                )
                
                
                30,677
                
                
                
                —Net
      income
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                6,244
                
                
                
                6,244
                
                
                
                6,244Unrealized
      gains on marketable securities
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                35
                
                
                
                —
                
                
                
                —
                
                
                
                35
                
                
                
                35Currency
      translation adjustment
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                112
                
                
                
                —
                
                
                
                112
                
                
                
                112Total
      comprehensive income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                6,391Reversal
      of APB 25 deferred share-based
      compensation upon theadoption
      of FAS 123R
                
                
                —
                
                
                
                (4,303
                )
                
                
                4,303
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Share-based
      compensation expenserecognized
      in accordance withFAS
      123R
                
                
                —
                
                
                
                6,059
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                6,059
                
                
                
                —Issuance
      of common stock forBlue7
      acquisition
                
                
                583,870
                
                
                
                8,189
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                8,189
                
                
                
                —Non-employee
      share-basedcompensation
                
                
                —
                
                
                
                317
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                317
                
                
                
                —Excess
      tax benefit fromstock
      options
                
                
                —
                
                
                
                123
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                123
                
                
                
                —Common
      stock issued undershare
      plans
                
                
                374,186
                
                
                
                1,216
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                1,216
                
                
                
                —Balance, February 3, 2007
                
                
                22,903,930
                
                
                
                119,301
                
                
                
                —
                
                
                
                (58
                )
                
                
                16
                
                
                
                335
                
                
                
                (66,622
                )
                
                
                52,972
                
                
                
                —Net
      income
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                70,209
                
                
                
                70,209
                
                
                
                70,209Unrealized
      gains on marketable securities
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                254
                
                
                
                —
                
                
                
                —
                
                
                
                254
                
                
                
                254Currency
      translation adjustment
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                206
                
                
                
                —
                
                
                
                206
                
                
                
                206Total
      comprehensive income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                70,669Shareholder
      receivable written off
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                29
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                29
                
                
                
                —Repayment of
      shareholder note
      receivable
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                29
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                29
                
                
                
                —Share-based
      compensation expenserecognized
      in accordance with FAS 123R
                
                
                —
                
                
                
                6,777
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                6,777
                
                
                
                —Non-employee
      share-basedcompensation
                
                
                —
                
                
                
                432
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                432
                
                
                
                —Excess
      tax benefit from stockoptions
                
                
                —
                
                
                
                5,266
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                5,266
                
                
                
                —Common
      stock issued undershare
      plans
                
                
                2,527,130
                
                
                
                10,524
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                10,524
                
                
                
                —Common
      stock issued in follow-onoffering,
      net of offering costs
                
                
                4,600,000
                
                
                
                198,894
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                198,894
                
                
                
                —Balance, February 2, 2008
                
                
                30,031,060
                
                
                $
                341,194
                
                
                $
                —
                
                
                $
                —
                
                
                $
                270
                
                
                $
                541
                
                
                $
                3,587
                
                
                $
                345,592
                
                
                
                —
  See
the accompanying Notes to Consolidated Financial Statements
 44
 SIGMA
DESIGNS, INC.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (In
thousands)
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008
                
                
                2007
                
                
                2006Cash
      flows from operating activities:Net
      income (loss)
                
                $
                70,209
                
                
                $
                6,244
                
                
                $
                (1,561
                )Adjustments
      to reconcile net income (loss) to net cash provided by operating
      activities:Depreciation
      and amortization
                
                
                3,375
                
                
                
                2,352
                
                
                
                938Share-based
      compensation expense
                
                
                7,209
                
                
                
                5,266
                
                
                
                1,582Provision
      to record excess and obsolete inventory
                
                
                669
                
                
                
                1,224
                
                
                
                29Provision
      for sales returns, discounts and doubtful accounts
                
                
                619
                
                
                
                30
                
                
                
                31Deferred
      income taxes
                
                
                (12,668
                )
                
                
                —
                
                
                
                —Shareholder
      note receivable written off
                
                
                29
                
                
                
                —
                
                
                
                —Loss
      on disposal of equipment and leasehold improvements
                
                
                12
                
                
                
                10
                
                
                
                43Gains
      on sales of long-term investments
                
                
                (31
                )
                
                
                —
                
                
                
                (2,580
                )Investment
      impairment charges
                
                
                —
                
                
                
                19
                
                
                
                31Tax
      benefit from employee stock option plan
                
                
                5,264
                
                
                
                123
                
                
                
                —Excess
      tax benefit from share-based compensation
                
                
                (179
                )
                
                
                —
                
                
                
                —Accretion
      of contributed leasehold improvements
                
                
                (130
                )
                
                
                (81
                )
                
                
                (81
                )Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                (29,593
                )
                
                
                (6,310
                )
                
                
                1,435Inventories
                
                
                (10,949
                )
                
                
                (13,397
                )
                
                
                (184
                )Prepaid
      expenses and other current assets
                
                
                (4,194
                )
                
                
                45
                
                
                
                (58
                )Other
      non-current assets
                
                
                (284
                )
                
                
                —
                
                
                
                —Accounts
      payable
                
                
                4,762
                
                
                
                9,517
                
                
                
                (73
                )Accrued
      liabilities and other
                
                
                5,626
                
                
                
                3,450
                
                
                
                1,619Other
      long-term liabilities
                
                
                489
                
                
                
                —
                
                
                
                —Net
      cash provided by operating activities
                
                
                40,235
                
                
                
                8,492
                
                
                
                1,171Cash
      flows from investing activities:Purchases
      of marketable securities
                
                
                (194,254
                )
                
                
                (22,234
                )
                
                
                (42,216
                )Sales
      and maturities of marketable securities
                
                
                101,656
                
                
                
                23,003
                
                
                
                41,225Purchases
      of software, equipment and leasehold improvements
                
                
                (7,582
                )
                
                
                (3,014
                )
                
                
                (699
                )Recovery
      of long-term investment loss
                
                
                31
                
                
                
                —
                
                
                
                —Net
      proceeds from long-term investment
                
                
                —
                
                
                
                —
                
                
                
                4,580Issuance
      of short-term promissory notes
                
                
                —
                
                
                
                —
                
                
                
                (900
                )Cash
      received in business acquisitions, net of cash paid
                
                
                —
                
                
                
                147
                
                
                
                —Other
                
                
                —
                
                
                
                67
                
                
                
                164Net
      cash (used in) provided by investing activities
                
                
                (100,149
                )
                
                
                (2,031
                )
                
                
                2,154Cash
      flows from financing activities:Bank
      borrowings
                
                
                —
                
                
                
                —
                
                
                
                600Repayment
      of bank borrowings
                
                
                (242
                )
                
                
                (203
                )
                
                
                (156
                )Repayment
      of shareholder note receivable
                
                
                29
                
                
                
                —
                
                
                
                —Excess
      tax benefit from share-based compensation
                
                
                179
                
                
                
                —
                
                
                
                —Net
      proceeds from exercise of employee stock options and stock purchase
      rights
                
                
                10,524
                
                
                
                1,216
                
                
                
                2,924Proceeds
      from issuance of common stock, net of offering costs
                
                
                198,894
                
                
                
                —
                
                
                
                —Costs
      related to registration of private offering of common
stock
                
                
                —
                
                
                
                —
                
                
                
                (63
                )Net
      cash provided by financing activities
                
                
                209,384
                
                
                
                1,013
                
                
                
                3,305Effect
      of foreign exchange rate changes on cash and cash
    equivalents
                
                
                206
                
                
                
                112
                
                
                
                (53
                )Increase
      in cash and cash equivalents
                
                
                149,676
                
                
                
                7,586
                
                
                
                6,577Cash
      and cash equivalents at beginning of year
                
                
                24,413
                
                
                
                16,827
                
                
                
                10,250Cash
      and cash equivalents at end of year
                
                $
                174,089
                
                
                $
                24,413
                
                
                $
                16,827Supplemental
      disclosure of cash flow information:Cash
      paid for interest
                
                $
                10
                
                
                $
                30
                
                
                $
                45Cash
      paid for income taxes
                
                $
                388
                
                
                $
                171
                
                
                $
                9Issuance
      of common stock and assumption of stock options related to business
      acquisition
                
                $
                —
                
                
                $
                11,414
                
                
                $
                —
  See
the accompanying Notes to Consolidated Financial Statements
 
 45
 SIGMA
DESIGNS, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1.
              Organization
      and Summary of Significant Accounting
Policies
 
 Organization and nature of
operations:Sigma Designs, Inc. (the “Company”)
specializes in integrated system-on-chip solutions for the IPTV, high definition
DVD and other media players, HDTV and other markets.  The Company
sells its products to designers and manufacturers and, to a lesser extent, to
distributors who, in turn, sell to manufacturers.
 
 Follow-on public
offering:In October 2007, the Company completed its
follow-on public offering in which it sold and issued 4,600,000 shares of its
common stock at an issue price of $46.00 per share.  The Company
raised a total of $211.6 million in gross proceeds from the follow-on
public offering, or approximately $198.9 million in net proceeds, after
deducting underwriting discounts and commissions of $11.6 million and other
direct offering costs of $1.1 million.
 
 Basis of
presentation:The consolidated financial statements include
Sigma Designs, Inc. and its wholly owned subsidiaries in France and Hong
Kong.  All intercompany balances and transactions are eliminated upon
consolidation.
 
 Reclassifications:Certain
reclassifications have been made to prior year balances in order to conform to
the current year’s presentation.
 
 Accounting
period:The Company follows a 52 or 53 week fiscal reporting
calendar ending on the Saturday closest to January 31 each year.  The
Company’s most recent fiscal year ended on February 2, 2008 and included 52
weeks.  The fiscal years ended February 3, 2007 and January 28, 2006
included 53 weeks and 52 weeks, respectively.  The Company’s next
fiscal year, ending on January 31, 2009, will include 53 weeks.
 
 Use of
estimates:The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America (“GAAP”) requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying
notes.  On an ongoing basis, the Company evaluates its estimates,
including those related to the collectability of accounts receivable, the
valuation of inventory on a lower of cost or market basis, the valuation of
share-based compensation, the expected future cash flows and useful lives of
investments, goodwill, intangible assets and other long-lived assets, income
taxes, warranty obligations and litigation and settlement costs.  The
Company bases its estimates on historical experience and on other assumptions
that its management believes are reasonable under the
circumstances.  These estimates form the basis for making judgments
about the carrying values of assets and liabilities when those values are not
readily apparent from other sources.  Actual results may differ
materially from management’s estimates.
  Fair value of financial
instruments:For certain of the Company’s financial
instruments, including cash and cash equivalents, accounts receivable,
short-term marketable securities, accounts payable and other current
liabilities, the carrying amounts approximate their fair value due to the
relatively short maturity of these items.
 
 Cash and cash
equivalents:The Company considers all highly liquid debt
instruments purchased with a remaining maturity of 90 days or less to be
cash equivalents.
 
 Short- and long-term marketable
securities:Short-term marketable securities represent highly
liquid debt instruments with a remaining maturity date at acquisition date of
greater than 90 days but less than one year and are stated at fair
value.  Long-term marketable securities represent securities with
contractual maturities greater than one year from the date of
acquisition.  The Company’s marketable securities are classified as
available-for-sale because the sale of such securities may be required prior to
maturity.  The differences between amortized cost (cost adjusted for
amortization of premiums and accretion of discounts, which are recognized as
adjustments to interest income) and fair value, representing unrealized holding
gains or losses, are recorded separately as a component of accumulated other
comprehensive income (loss) within shareholders’ equity.  Any gains
and losses on the sale of debt securities are determined on a specific
identification basis.
  The
Company’s marketable securities include primarily auction rate securities and
corporate commercial paper and bonds.  The Company monitors these
securities for impairment and recognize an impairment charge if the decline in
the fair value of these marketable securities is judged to be
other-than-temporary.  Significant judgment is used to identify events
or circumstances that would likely have a significant adverse effect on the
future value of the marketable securities.  The Company considers
various factors in determining whether an impairment is other-than-temporary,
including the severity and duration of the impairment, forecasted recovery, and
its ability and intent to hold the marketable securities for a period of time
sufficient to allow for any anticipated recovery in market
value.  Auction rate securities are bought and sold in the marketplace
through a bidding process sometimes referred to as a “Dutch
auction.”  After the initial issuance of the securities, the interest
rate on the securities resets periodically, at intervals set at the time of
issuance (e.g., every twenty-eight, thirty-five or forty-two days, etc.), based
on the market demand at the reset period.  These securities are
generally classified as short-term marketable securities due to the auction
reset feature.  However, if auction rate securities fail to clear at
the reset auction and the Company is unable to estimate the date the auction
rate securities will next clear, they are classified as long-term marketable
securities consistent with their stated contractual maturities.  At
February 2, 2008 the Company held ten auction rate securities, with a cost of
$43.9 million, all of which failed to clear at recent auctions.  The
Company does not expect to incur other-than-temporary declines in value
associated with these auction rate securities and has classified all auction
rate securities held at February 2, 2008 as long-term marketable securities
consistent with their stated maturities which range from 30 to 40
years.
 
 46
 Inventories:Inventories
are stated at the lower of standard cost (approximating a first-in, first-out
basis) or market value.  The Company periodically reviews its
inventories for excess and obsolete inventory items and adjusts carrying costs
to estimated net realizable values when they are determined to be less than
cost.  This review requires an estimation of the future demand for the
Company’s products and these adjustments are recorded when the inventory on hand
exceeds management’s estimate of future demand for each product, generally for a
period of one year.  Once the inventory is written down, a new cost
basis is established.
 
 The
Company evaluates its ending inventories for excess quantities and obsolescence
on a quarterly basis.  This evaluation includes analysis of historical
and forecasted sales levels by product.  A provision is recorded for
inventories on hand in excess of forecasted demand..  In addition, we
write off inventories that are considered obsolete.  Obsolescence is
determined from several factors, including competitiveness of product offerings,
market conditions and product life cycles.  Increases to the allowance
for excess and obsolete inventory are charged to cost of revenue.  At
the point of the loss recognition, a new, lower-cost basis for that inventory is
established, and subsequent changes in facts and circumstances do not result in
the restoration or increase in that newly established cost basis.  If
this lower-costed inventory is subsequently sold, the related allowance is
matched to the movement of related product inventory, resulting in lower costs
and higher gross margins for those products.
 
 As a
result of this inventory review, the Company charged approximately $0.7 million,
$1.2 million and $29,000 to cost of revenue for fiscal 2008, 2007 and 2006,
respectively.
 
 Software, equipment and leasehold
improvements:Software, equipment and leasehold improvements
are stated at cost.  Depreciation and amortization are computed using
the straight-line method based on the useful lives of the assets (one to five
years) or the lease term if shorter.  The allowance for leasehold
improvements received from the landlord for the Company’s current facility is
amortized using the straight-line method over the lesser of the remaining lease
term or the useful life of leasehold improvements.  Repairs and
maintenance costs are expensed as incurred.
 
 Long-term
investments:  Investments in private equity securities of less
than 20% owned companies are accounted for using the cost method unless the
Company can exercise significant influence or the investee is economically
dependent upon the Company, in which case the equity method is
used.  The Company evaluates its long-term investments for impairment
annually according to Emerging Issues Task Force Issue No. 03-01, The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments(“EITF
03-01”).  EITF 03-01 provides guidance for evaluating whether an
investment is other-than-temporarily impaired and requires certain disclosures
with respect to these investments.  The guidance also includes
accounting considerations subsequent to the recognition of an
other-than-temporary impairment and requirements for disclosures about
unrealized losses that have not been recognized as other-than-temporary
impairments.
  Goodwill and Intangible
assets:Goodwill is recorded as the difference, if any,
between the aggregate consideration paid for an acquisition and the fair value
of the net tangible and intangible assets acquired.  The amounts and
useful lives assigned to intangible assets acquired, other than goodwill, impact
the amount and timing of future amortization.
 
 In
accordance with Statement of Financial Accounting Standards (“SFAS”)
No. 142, Goodwill and
Other Intangible Assets (“SFAS 142”), the
Company reviews goodwill for impairment annually, or more frequently, when
events or changes in circumstances indicate that the carrying amount may not be
recoverable.  The provisions of SFAS 142 require that a two-step test
be performed to assess goodwill for impairment.  First, the fair value
of each reporting unit is compared to its carrying value.  If the fair
value exceeds the carrying value, goodwill is not impaired and no further
testing is performed.  The second step is performed if the carrying
value exceeds the fair value.  The fair value of a reporting unit is
allocated to all the assets and liabilities of the reporting unit as if the
reporting unit had been acquired in a business combination at the date of the
impairment test.  The fair value of tangible net assets and both
recognized and unrecognized intangible assets is deducted from the fair value of
the reporting unit to determine the implied fair value of the reporting unit’s
goodwill.  The implied fair value of the reporting unit’s goodwill
must be compared to the carrying value of the goodwill.  If the
carrying value of a reporting unit’s goodwill exceeds its implied fair value, an
impairment loss equal to the difference will be recorded.
 
 The
Company is currently amortizing acquired intangible assets with definite
lives.  Acquired developed technology is amortized over seven years
and non-compete agreements are amortized over the contractual period (currently
three years).  The amortization expense for acquired developed
technology is classified as cost of revenue and the amortization expense for
other acquired intangible assets is classified as research and development
expense in its consolidated statements of operations.
 
 47
 Revenue recognition:The
Company derives its revenue primarily from three principal sources: product
sales, product development contracts and service contracts.  The
Company generally recognizes revenue for product sales and service contracts in
accordance with Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition, under
which revenue is recognized when persuasive evidence of an arrangement exists,
delivery has occurred or service has been rendered, the fee is fixed or
determinable, and collectability is reasonably assured.
 
 Revenue
from product sales to OEMs, distributors and end users are generally recognized
upon shipment, as shipping terms are FOB shipping point, except that revenue is
deferred when management cannot reasonably estimate the amount of returns or
where collectability is not assured.  In those situations, revenue is
recognized when collection subsequently becomes probable and returns are
estimable.  Allowances for sales returns, discounts and warranty costs
are recorded at the time that revenue is recognized.
 
 Product
development agreements typically require that the Company provide customized
software to support customer-specific designs; accordingly, this revenue is
accounted for under the AICPA Statement of Position (“SOP”) 97-2, Software Revenue
Recognition.  The Company offers post-contract customer support
(“PCS”) on a contractual basis for additional fees, typically with a one year
term.  In instances where software is bundled with the PCS, vendor
specific objective evidence does not exist to allocate the total fee to all
undelivered elements of the arrangement and, therefore, revenue and related
costs are deferred until all elements, except PCS, are delivered.  The
total fee is then recognized ratably over the PCS term (typically one year)
after the software is delivered.  The Company classifies development
costs related to product development agreements as cost of
revenue.  Product development revenue was approximately $1.0 million,
$0.6 million and $1.2 million for fiscal 2008, 2007, and 2006,
respectively.
 
 Revenue
from service contracts consist of fees for providing engineering support
services, and are recognized ratably over the contract term.  Expenses
related to support service revenue are included in cost of
revenue.  Support service revenue was $0.9 million, $0.3 million and
$0.2 million for fiscal 2008, 2007 and 2006, respectively.
 
 Foreign
currency:The functional currency of the Company’s foreign
subsidiaries is the local currency of each country.  Accordingly,
gains and losses from the translation of the financial statements of the foreign
subsidiaries are included in shareholders’ equity.  Transaction gains
and losses, which are included in the other expenses, net, in the accompanying
consolidated statements of operations, have not been significant for all years
presented.
 
 Concentration of credit
risk:Financial instruments which potentially subject the
Company to concentrations of credit risk consist primarily of cash and cash
equivalents, short-term and long-term marketable securities, long-term
investments and accounts receivable.  The majority of the Company’s
cash, cash equivalents and short-term and long-term marketable securities are on
deposit with four financial institutions.  The Company performs
ongoing credit evaluations of its customers and generally does not require
collateral for sales on credit.  The Company reviews its accounts
receivable balances to determine if any receivables will potentially be
uncollectible and includes any amounts that are determined to be uncollectible
in its allowance for doubtful accounts.
 
 Income
taxes:Deferred income taxes reflect the net tax effects of
any temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes,
and any operating losses and tax credit carryforwards.  Income taxes
are accounted for under an asset and liability approach in accordance with SFAS
No. 109, Accounting for
Income Taxes.  Deferred tax liabilities are recognized for
future taxable amounts and deferred tax assets are recognized for future
deductions, net of a valuation allowance, to reduce deferred tax assets to
amounts that are more likely than not to be realized.  During the
fourth quarter of fiscal 2008, the Company released its valuation allowance of
$12.7 million resulting in an income tax benefit for the year ended February 2,
2008 of $(7.1) million.  The income tax provision for the year ended
February 2, 2007 and January 28, 2006 was $0.4 million and $0.1 million,
respectively.
  In July
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48, Accounting for
Uncertainty in Income
Taxes – An
Interpretation of FASB Statement No. 109 (“FIN 48”).  FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
entity’s financial statements in accordance with SFAS 109 and prescribes a
recognition threshold and measurement attributes for financial statement
disclosure of tax positions taken or expected to be taken on a tax
return.  Under FIN 48, the impact of an uncertain income tax position
on the income tax return must be recognized as the largest amount that is
more-likely-than-not to be sustained upon audit by the relevant taxing
authority.  An uncertain income tax position will not be recognized if
it has less than a 50% likelihood of being sustained.  Additionally,
FIN 48 provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure and
transition.  The Company adopted the provisions of FIN 48 on February
4, 2007, the beginning of its fiscal 2008.  The total amount of
unrecognized tax benefits as of the date of adoption was $2.4
million.  The total amount of unrecognized tax benefits as of February
2, 2008 was $4.2 million.
 
 48
 
  Share-based
compensation:Effective January 29, 2006, the Company
adopted SFAS No. 123(R) Share-Based Payment, (“SFAS
123(R)”) which requires the measurement and recognition of compensation expense
for all share-based payment awards made to employees and directors based on
estimated fair values.  SFAS 123(R) supersedes the Company’s
previous accounting under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (“APB 25”) for periods beginning in fiscal
2007.  In March 2005, the Securities and Exchange Commission issued
SAB No. 107,Share-Based Payment (“SAB 107") relating to
SFAS 123(R).  The Company has applied the provisions of
SAB 107 in its adoption of SFAS 123(R).  The Company adopted
SFAS 123(R) using the modified prospective transition method, which
requires the application of the accounting standard as of January 29, 2006,
the first day of its fiscal 2007.  In accordance with the modified
prospective transition method, the consolidated financial statements for periods
prior to January 29, 2006, have not been restated to reflect, and do not
include, the impact of SFAS 123(R).
 SFAS 123(R)
requires companies to estimate the fair value of share-based payment awards on
the date of grant using an option-pricing model.  The value of the
portion of the award that is ultimately expected to vest is recognized as
expense over the requisite service period in the Company’s consolidated
statements of operations.  Prior to the adoption of SFAS 123(R),
the Company accounted for employee equity awards and employee stock purchases
using the intrinsic value method in accordance with APB 25 as allowed under
SFAS No. 123, “Accounting for Stock-Based Compensation”
(“SFAS 123”).
 
 Share-based
compensation expense recognized in periods after January 28, 2006 is based on
the value of the portion of share-based payment awards that is ultimately
expected to vest during the period.  Share-based compensation expense
recognized in the Company’s consolidated statements of operations for periods
after the adoption of SFAS 123(R) includes compensation expense for share-based
payment awards granted prior to, but not yet vested, as of January 28, 2006
based on the grant date fair value estimated in accordance with the pro forma
provisions of SFAS 123 and compensation expense for the share-based payment
awards granted subsequent to January 28, 2006 based on the grant date fair
value estimated in accordance with the provisions of
SFAS 123(R).  As share-based compensation expense recognized in
the consolidated statements of operations for fiscal 2007 is based on awards
ultimately expected to vest, it has been adjusted for estimated
forfeitures.  SFAS 123(R) requires forfeitures to be estimated at
the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates.  In its pro-forma information
required under SFAS 123 for the periods prior to fiscal 2007, the Company
accounted for forfeitures as they occurred.
 
 The
effect of recording employee share-based compensation expense on the
consolidated statements of operations for the fiscal years ended
February 2, 2008 and February 3, 2007 was as follows (in thousands, except
per share amounts):
  Years
      EndedFebruary
      2, 2008
                
                
                February
      3, 2007Share-based
      compensation by type of award:Stock
      options
                
                $
                6,359
                
                
                $
                4,842Employee
      stock purchase plan
                
                
                419
                
                
                
                107Total
      share-based compensation
                
                
                6,778
                
                
                
                4,949Tax
      effect on share-based compensation
                
                
                (1,598
                )
                
                
                (317
                )Net
      effect on net income
                
                $
                5,180
                
                
                $
                4,632Effect
      on net income per share:Basic
                
                $
                0.20
                
                
                $
                0.20Diluted
                
                $
                0.18
                
                
                $
                0.18
  Prior to
the adoption of SFAS 123(R), the Company followed the disclosure only
requirements of SFAS 123, as amended by SFAS No. 148, Accounting for Stock-Based
Compensation—Transition and Disclosures.  Had the Company
followed the fair value method of accounting, its net loss and basic and diluted
net loss per share for fiscal 2006 would have been adjusted to the
pro forma amounts indicated below (in thousands, except per share
amounts):
  49
  Year
      EndedJanuary
      28,2006Net
      loss
                
                $
                (1,561
                )Add:
      share-based employee compensation expense included in reported net
      income,net of tax
                
                
                1,582Deduct:
      share-based employee compensation expense determined under fair
      value based method, net of tax
                
                
                (3,461
                )Pro
      forma net loss
                
                $
                (3,440
                )Basic
      and diluted net loss per share:As
      reported
                
                $
                (0.07
                )Pro
      forma
                
                $
                (0.16
                )
 Long-lived assets:The Company
accounts for long-lived assets, including purchased intangible assets, in
accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.  Long-lived assets are evaluated
for impairment whenever events or changes in circumstances, such as a change in
technology, indicate that the carrying amount of an asset may not be
recoverable.  An impairment loss would be recognized when the sum of
the undiscounted future net cash flows expected to result from the use of the
asset and its eventual disposal is less than its carrying amount.
  Research and development and Software
development costs:Costs incurred in the research and development of the
Company’s products are expensed as incurred.  Costs associated with
the development of computer software are expensed prior to the establishment of
technological feasibility and capitalized in certain cases thereafter until the
product is available for general release to customers.
 
 Recent accounting pronouncements:In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
(“SFAS 157”).  SFAS 157 establishes a framework for measuring
fair value and expands disclosures about fair value measurements.  The
changes to current practice resulting from the application of SFAS 157
relate to the definition of fair value, the methods used to measure fair value
and the expanded disclosures about fair value measurements.  SFAS 157
is effective for the Company beginning in the first quarter of fiscal
2009.  The Company is currently in the process of evaluating the
impact that the adoption of SFAS 157 will have on its consolidated
financial position and results of operation.
 
 In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities(“SFAS 159”).  SFAS 159
provides companies with an option to report selected financial assets and
liabilities at fair value.  The standard’s objective is to reduce both
complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities
differently.  The standard requires companies to provide additional
information that will help investors and other users of financial statements to
more easily understand the effect of the company’s choice to use fair value on
its earnings.  It also requires companies to display the fair value of
those assets and liabilities for which the company has chosen to use fair value
on the face of the balance sheet.  The new standard does not eliminate
disclosure requirements included in other accounting standards, including
requirements for disclosures about fair value measurements included in SFAS
157and SFAS No.
107, Disclosures about Fair
Value of Financial Instruments.SFAS 159 is effective for fiscal years
beginning after November 15, 2007, and the Company is required to adopt it
beginning in the first quarter of fiscal 2009.  The Company is in the
process of evaluating this standard and therefore has not yet determined the
impact that the adoption of SFAS 159 will have on its consolidated financial
position and results of operation.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations
("SFAS 141R").  SFAS 141R establishes principles and requirements
for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any noncontrolling
interest in the acquiree and the goodwill acquired.  SFAS 141R also
establishes disclosure requirements to enable the evaluation of the nature and
financial effects of the business combination.  SFAS 141R is effective
for fiscal years beginning after December 15, 2008.  The Company
is in the process of evaluating this standard and therefore has not yet
determined the impact that the adoption of SFAS 141R will have on its
consolidated financial position and results of operation.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of Accounting Research
Bulletin No. 51 (“SFAS 160”).  SFAS 160 establishes accounting
and reporting standards for ownership interests in subsidiaries held by parties
other than the parent, the amount of consolidated net income attributable to the
parent and to the noncontrolling interest, changes in a parent's ownership
interest, and the valuation of retained noncontrolling equity investments when a
subsidiary is deconsolidated.  SFAS 160 also establishes
disclosure requirements that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling
owners.  SFAS 160 is effective for fiscal years beginning after
December 15, 2008.  The Company is in the process of evaluating
this standard and therefore has not yet determined the impact that the adoption
of SFAS 160 will have on its consolidated financial position and results of
operation.
 
 50
 2.
              Cash, cash equivalents and marketable
      securities
 
 Cash,
cash equivalents and marketable securities consist of the following (in
thousands):
 February
      2, 2008
                  
                  
                  February
      3, 2007Fair
                  
                  
                  
                  
                  
                  
                  
                  
                  FairAdjusted
                  
                  
                  Unrealized
                  
                  
                  market
                  
                  
                  Adjusted
                  
                  
                  Unrealized
                  
                  
                  marketcost
                  
                  
                  gain
                  
                  
                  value
                  
                  
                  cost
                  
                  
                  gain
                  
                  
                  valueMoney
      market funds
                  
                  $
                  165,719
                  
                  
                  $
                  —
                  
                  
                  $
                  165,719
                  
                  
                  $
                  13,552
                  
                  
                  $
                  —
                  
                  
                  $
                  13,552Corporate
      commercial paper
                  
                  
                  33,354
                  
                  
                  
                  35
                  
                  
                  
                  33,389
                  
                  
                  
                  1,734
                  
                  
                  
                  —
                  
                  
                  
                  1,734Corporate
      bonds
                  
                  
                  17,177
                  
                  
                  
                  180
                  
                  
                  
                  17,357
                  
                  
                  
                  724
                  
                  
                  
                  —
                  
                  
                  
                  724US
      agency discount notes
                  
                  
                  4,926
                  
                  
                  
                  25
                  
                  
                  
                  4,951
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —US
      agency non-callable
                  
                  
                  7,000
                  
                  
                  
                  30
                  
                  
                  
                  7,030
                  
                  
                  
                  2,000
                  
                  
                  
                  (1
                  )
                  
                  
                  1,999Auction
      rate securities
                  
                  
                  43,900
                  
                  
                  
                  —
                  
                  
                  
                  43,900
                  
                  
                  
                  5,175
                  
                  
                  
                  —
                  
                  
                  
                  5,175Total
      cash equivalents and marketable securities
                  
                  $
                  272,076
                  
                  
                  $
                  270
                  
                  
                  $
                  272,346
                  
                  
                  $
                  23,185
                  
                  
                  $
                  (1
                  )
                  
                  $
                  23,184Cash
      on hand held in the United States
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  2,257
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  8,985Cash
      on hand held overseas
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,129
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,0353,386
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  10,020Total
      cash, cash equivalents and marketable securities
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  275,732
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  33,204Reported
      as:Cash
      and cash equivalents
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  174,089
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  24,413Short-term
      marketable securities
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  44,401
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  8,791Long-term
      marketable securities
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  57,242
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  —$
                  275,732
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  33,204
 The
amortized cost and estimated market value of cash equivalents and marketable
securities, by contractual maturity, are shown below (in
thousands).  Actual maturities may differ from contractual
maturities.
 February
      2, 2008
                  
                  
                  February
      3, 2007Estimated
                  
                  
                  
                  
                  
                  EstimatedAmortized
                  
                  
                  market
                  
                  
                  Amortized
                  
                  
                  market(In
      thousands)
                  
                  cost
                  
                  
                  value
                  
                  
                  cost
                  
                  
                  valueDue
      in 1 year or less
                  
                  $
                  214,959
                  
                  
                  $
                  215,104
                  
                  
                  $
                  23,185
                  
                  
                  $
                  23,184Due
      in greater than 1 year
                  
                  
                  57,117
                  
                  
                  
                  57,242
                  
                  
                  
                  —
                  
                  
                  
                  —Total
                  
                  $
                  272,076
                  
                  
                  $
                  272,346
                  
                  
                  $
                  23,185
                  
                  
                  $
                  23,184
 Historically,
the Company classified its auction rate securities as short-term marketable
securities because the Company was able to liquidate them at its discretion at
the reset period.  As of February 2, 2008, the carrying value of the
Company's ten auction rate securities totaled
$43.9 million.  Although no auctions failed as of February 2,
2008, during late February and March of 2008, all of the auctions associated
with these securities failed.  These failures are not believed to be a
credit issue, but rather caused by a lack of liquidity.  The auction
rate securities held by the Company are primarily backed by student loans and
are over-collateralized, and substantially insured and guaranteed by the United
States Federal Department of Education.  In addition, all auction rate
securities held by the Company are rated by major independent rating agencies as
either AAA or Aaa.  Under the contractual terms, the issuer is
obligated to pay penalty rates should an auction fail.  The Company
does not expect to need to access these funds in the short-term; however, in the
event the Company needed to access these funds, they are not expected to be
accessible until one of the following occurs: a successful auction occurs, the
issuer redeems the issue, a buyer is found outside of the auction process or the
underlying securities mature.  The Company does not expect to incur
other-than-temporary declines in value associated with these auction rate
securities and has classified all auction rate securities held at February 2,
2008 as long-term marketable securities consistent with their stated maturities
which range from 30 to 40 years.
 
 51
 3.
              Inventories
 
 Inventories
consist of the following (in thousands):
  February
      2,
                
                
                February
      3,2008
                
                
                2007Raw
      materials
                
                $
                12,838
                
                
                $
                7,696Work-in-process
                
                
                2,735
                
                
                
                1,680Finished
      goods
                
                
                10,710
                
                
                
                6,627Total
                
                $
                26,283
                
                
                $
                16,003
  4.
              Software,
      equipment and leasehold
improvements
 
 Software,
equipment and leasehold improvements consist of the following (in
thousands):
  February
      2,
                
                
                February
      3,2008
                
                
                2007Software
                
                $
                5,688
                
                
                $
                3,138Computers
      and test equipment
                
                
                4,899
                
                
                
                2,794Furniture
      and fixtures
                
                
                1,981
                
                
                
                591Leasehold
      improvements
                
                
                1,036
                
                
                
                761Other
                
                
                632
                
                
                
                145Total
                
                $
                14,236
                
                
                $
                7,429Accumulated
      depreciation and amortization
                
                
                (5,453
                )
                
                
                (4,065
                )Total
                
                $
                8,783
                
                
                $
                3,364
  Depreciation
and amortization expense for fiscal 2008, 2007 and 2006 was $2.2 million, $1.1
million and $0.9 million, respectively.
 
 5.
              Acquisition
 
 On
February 16, 2006, the Company completed the acquisition of Blue7 for
$11.9 million.  Blue7's results of operations are included in the
Company’s statement of operations from the acquisition date.  Prior to
the acquisition, the Company held approximately 17% of the outstanding shares of
Blue7 and provided loans totaling $900,000 to Blue7.  Blue7 focuses on
the development of advanced wireless technologies and Ultra-Wideband (UWB) semiconductor products.  The transaction
was accounted for using the purchase method of accounting in accordance with
SFAS No. 141, "Business Combinations."
 
 Assets
acquired and liabilities assumed were recorded at their fair values as of
February 16, 2006.  The total $11.9 million purchase price
is comprised of the following (in thousands):
  Value
      of Sigma stock issued
                
                $
                8,190Fair
      value of vested stock options assumed
                
                
                1,091Retirement
      of note receivables
                
                
                400Retirement
      of interest receivable
                
                
                25Investment
      in Blue7 prior to the acquisition
                
                
                1,000Note
      receivable converted to Blue7 preferred shares prior to the
      acquisition
                
                
                500Cash
      acquired from Blue7 acquisition
                
                
                (147
                )Direct
      costs
                
                
                804Total
      purchase price
                
                $
                11,863
 Direct
costs of $0.8 million include mainly legal and accounting fees, business
valuation, and other external costs directly related to the
acquisition.
 
 As a
result of the acquisition, the Company issued approximately 583,870 shares of
its common stock based on an exchange ratio of 0.0529101 shares of its common
stock for each outstanding share of Blue7 common stock.  Of the
583,870 shares of the Company’s common stock issued, 98,470 shares were held in
escrow until March, 2007 to satisfy any obligations of Blue7 to indemnify the
Company against any claims against Blue7 for any breaches of its representations
or warranties contained in or made pursuant to the merger agreement and certain
other matters set forth in the Merger Agreement.  The common stock
issued in the acquisition was valued at $14.03 which was the average closing
sales prices of the Company’s common stock for five consecutive trading days
from December 13, 2005 to December 19, 2005 surrounding the
announcement date (December 15, 2005) of the proposed
transaction.
 
 52
 Under the
terms of the merger agreement, each Blue7 stock option that was outstanding and
unexercised was converted into an option to purchase the Company’s common stock
based on the 0.0529101 exchange ratio and the Company assumed those stock
options in accordance with the terms of the applicable Blue7 stock option plan
and related stock option agreements.  Based on Blue7's stock options
outstanding at February 16, 2006, the Company converted options to purchase
approximately 4.8 million shares of Blue7 common stock into options to
purchase approximately 231,137 shares of the Company’s common
stock.  The fair value of options assumed was determined using the
Black-Scholes valuation model and the following assumptions:
  Expected
      term (in years)
                5.13
      yearsVolatility
                74%Risk
      free interest rate
                4.59%
 
 Purchase price
allocation:In accordance with SFAS No. 141 the total
purchase price was allocated to Blue7's net tangible and intangible assets based
upon their fair values as of February 16, 2006.  The excess
purchase price over the value of the net tangible and identifiable intangible
assets was recorded as goodwill.  The fair values assigned to tangible
and intangible assets acquired and liabilities assumed are based on estimates
and assumptions of management.
  The
following represents the allocation of the purchase price to the acquired net
assets of Blue 7 and the associated estimated useful lives (in
thousands):
  Amount
                
                Estimated
                  Useful
      LifeNet
      tangible assets
                
                $
                104Identifiable
      intangible assets:Licensing
      agreements
                
                
                39
                
                6
      to 15 monthsDeveloped
      technology
                
                
                5,300
                
                7
      yearsNoncompete
      agreements
                
                
                1,400
                
                3
      yearsGoodwill
                
                
                5,020Total
      purchase price
                
                $
                11,863
  Identifiable
intangible assets:Developed technology consists of products
that have reached technological feasibility and includes products in the
acquired product lines.  Developed technology was valued using the
discounted cash flow ("DCF") method.  This method calculates the value
of the intangible asset as being the present value of the after tax cash flows
potentially attributable to it, net of the return on fair value attributable to
tangible and other intangible assets.
 
 The
results of operations of Blue7 have been included in the Company's consolidated
financial statements subsequent to the date of acquisition.  The
financial information in the table below sets forth the reported results of
operations, as well as the pro forma combined results of operations of the
Company and Blue7 as though the companies had been combined as of the beginning
of the year presented (in thousands, except per share amount):
  Fiscal
      Year EndedJanuary
      28, 2006Reported
      net revenue
                
                $
                33,320Reported
      net loss
                
                $
                (1,561
                )Reported
      net loss per share - basic and diluted
                
                $
                (0.07
                )Pro
      forma net revenue
                
                $
                33,553Pro
      forma net loss
                
                $
                (3,770
                )Pro
      forma net loss per share - basic and diluted
                
                $
                (0.17
                )
  The pro
forma financial information is presented for informational purposes only and is
not indicative of the results of operations that would have been achieved if the
merger had taken place at the beginning of the year presented.
 
 6.
              Goodwill
      and Intangible assets
 
 As of
February 2, 2008 and February 3, 2007, goodwill of $5.0 million was reported in
connection with the February 2006 acquisition of Blue7.
 
 53
 Acquired
intangible assets, subject to amortization, were as follows as of
February 2, 2008 (in thousands):
  AccumulatedCost
                
                
                Amortization
                
                
                NetDeveloped
      technology
                
                $
                5,300
                
                
                $
                (1,483
                )
                
                $
                3,817Noncompete
      agreements
                
                
                1,400
                
                
                
                (914
                )
                
                
                486Total
      acquired intangible assets
                
                $
                6,700
                
                
                $
                (2,397
                )
                
                $
                4,303
  Acquired
intangible assets, subject to amortization, were as follows as of
February 3, 2007 (in thousands):
  AccumulatedCost
                
                
                Amortization
                
                
                NetDeveloped
      technology
                
                $
                5,300
                
                
                $
                (726
                )
                
                $
                4,574Noncompete
      agreements
                
                
                1,400
                
                
                
                (447
                )
                
                
                953Total
      acquired intangible assets
                
                $
                6,700
                
                
                $
                (1,173
                )
                
                $
                5,527
  Amortization
expense related to acquired intangible assets was $1.2 million and $1.2 million
for fiscal 2008 and 2007, respectively.  As of February 2, 2008,
the Company expects amortization expense in future periods to be as shown below
(in thousands):
  Developed
                
                
                NoncompeteFiscal
      year
                
                Technology
                
                
                Agreements
                
                
                Total2009
                
                $
                757
                
                
                $
                467
                
                
                $
                1,2242010
                
                
                757
                
                
                
                19
                
                
                
                7762011
                
                
                757
                
                
                
                —
                
                
                
                7572012
                
                
                757
                
                
                
                —
                
                
                
                7572013
                
                
                757
                
                
                
                —
                
                
                
                757Thereafter
                
                
                32
                
                
                
                —
                
                
                
                32$
                3,817
                
                
                $
                486
                
                
                $
                4,303
  7.
              Accrued
      liabilities
 
 Accrued
liabilities consist of the following (in thousands):
  February
      2,
                
                
                February
      3,2008
                
                
                2007Accrued
      payroll taxes
                
                $
                2,823
                
                
                $
                4,562Accrued
      software design tool fees
                
                
                2,509
                
                
                
                —Accrued
      attorney's fee
                
                
                2,250
                
                
                
                —Accrued
      salaries and benefits
                
                
                2,039
                
                
                
                889Accrued
      warranty
                
                
                1,564
                
                
                
                556Accrued
      royalties
                
                
                690
                
                
                
                410Deferred
      revenues
                
                
                215
                
                
                
                755Accrued
      commissions
                
                
                184
                
                
                
                277Customer
      deposits
                
                
                214
                
                
                
                85Income
      taxes payable
                
                
                —
                
                
                
                465Other
      accrued liabilities
                
                
                1,530
                
                
                
                801Total
                
                $
                14,018
                
                
                $
                8,800
  8.
              Product
      warranty
 
 In
general, the Company sells products with a one-year limited warranty that its
products will be free from defects in materials and
workmanship.  Warranty cost is estimated at the time revenue is
recognized, based on historical activity and additionally for any specific known
product warranty issues.  Accrued warranty cost includes hardware
repair and/or replacement and software support costs and is included in accrued
liabilities on the consolidated balance sheets.
 
 Details
of the change in accrued warranty for fiscal 2008, 2007 and 2006 are as follows
(in thousands):
   54
  Balance
                
                
                
                
                
                
                
                
                BalanceBeginning
                
                
                
                
                
                
                
                
                End
      ofFiscal
      years
                
                of
      Period
                
                
                Additions
                
                
                Deductions
                
                
                Period2008
                
                $
                556
                
                
                $
                1,828
                
                
                $
                (820
                )
                
                $
                1,5642007
                
                
                289
                
                
                
                599
                
                
                
                (332
                )
                
                
                5562006
                
                
                191
                
                
                
                187
                
                
                
                (89
                )
                
                
                289
  9.
              Commitments
      and Contingencies
 
 Commitments
 
 Leases
 
 The
Company’s previous primary facility was leased under a non-cancelable lease
which expired in September 2007.  In February 2007, the Company
entered into a new lease agreement for another facility to which the Company
relocated its headquarters in September 2007.  The new lease will
expire in September 2012.  Future minimum annual payments under
operating leases are as follows (in thousands):
  OperatingFiscal
      years
                
                Lease2009
                
                $
                9352010
                
                
                9462011
                
                
                9362012
                
                
                9732013
                
                
                617Total
      minimum lease payments
                
                $
                4,407
  Rent
expense was $1.1 million, $0.7 million and $0.7 million for fiscal 2008, 2007
and 2006, respectively, net of sublease income of approximately $7,000 and
$33,000 for fiscal 2007 and 2006, respectively.  In fiscal 2008, the
Company had no sublease income.
 
 Purchase
commitments
 
 The
Company currently places non-cancelable orders to purchase semiconductor
products from its suppliers on an eight to twelve week lead-time
basis.  As of February 2, 2008, the total amount of outstanding
non-cancelable purchase orders was approximately $19.6 million.
 
 Indemnifications
 
 The
Company’s standard terms and conditions of sale include a patent infringement
indemnification provision for claims from third parties related to the Company’s
intellectual property.  The terms and conditions of sale generally
limit the scope of the available remedies to a variety of industry-standard
methods including, but not limited to, a right to control the defense or
settlement of any claim, procure the right for continued usage, and a right to
replace or modify the infringing products to make them
non-infringing.  Such indemnification provisions are accounted for in
accordance with SFAS No. 5 Accounting for Contingencies.  To
date, the Company has not incurred or accrued any costs related to any claims
under such indemnification provisions.
 
 Royalties
 
 The
Company pays royalties for the right to sell certain products under various
license agreements.  During fiscal 2008, 2007 and 2006, the Company
recorded royalty expense of $2.3 million, $1.3 million and $0.5 million,
respectively, which were recorded to cost of revenue.
 
 401(k)
tax deferred savings plan
 
 The
Company maintains a 401(k) tax deferred savings plan for the benefit of
qualified employees, who are U.S. based.  Under the 401(k) tax
deferred savings plan, U.S. based employees may elect to reduce their current
annual taxable compensation up to the statutorily prescribed limit, which was
$15,500 in calendar year 2007.  Employees age 50 or over may
elect to contribute an additional $5,000.  In January 2008, the
Company implemented a matching contribution program whereby it matches employee
contributions made by each employee at a rate of $0.25 per $1.00
contributed.  The matching contributions to the 401(k) Plan totaled
$46,000 for the one month that it was in effect in fiscal 2008.
 
 55
 Contingencies
 
 Litigation
 
 Certain
current and former directors and officers of the Company have been named as
defendants in several shareholder derivative actions filed in the United States
District Court for the Northern District of California, which have been
consolidated under the caption In re Sigma Designs, Inc. Derivative
Litigation (the “Federal Action”) and in a substantially similar
shareholder derivative action filed in the Superior Court for Santa Clara
County, California captioned Korsinsky v. Tran, et al.
(the “State Action”).
 
 Plaintiffs
in the Federal and State Actions allege that the individual defendants breached
their fiduciary duties to the Company in connection with the alleged backdating
of stock option grants during the period from 1994 through 2005 and that certain
defendants were unjustly enriched.  Plaintiffs in the Federal Action
assert derivative claims against the individual defendants based on alleged
violations of Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of
1934, and Rules 10b-5 and 14a-9 promulgated there under.  They also
allege that the individual defendants aided and abetted one another’s alleged
breaches of fiduciary duty and violated California Corporations Code section
25402 and bring claims for an accounting and rescission.  In the State
Action, plaintiffs also allege that the individual defendants wasted corporate
assets.  Both Actions seek to recover unspecified money damages,
disgorgement of profits and benefits and equitable relief.  The
Federal Action also seeks treble damages, rescission of certain defendants’
option contracts, imposition of a constructive trust over executory option
contracts and attorney’s fees.  The Company is named as a nominal
defendant in both the Federal and State Actions; thus, no recovery against the
Company is sought.
  In
January 2007, the Company filed a motion to dismiss the Federal Action on the
ground that the plaintiffs had not made a pre-litigation demand on its Board of
Directors and had not demonstrated that such a demand would have been
futile.  The defendant directors and officers joined in that motion,
and filed a motion to dismiss the Federal Action for failure to state a claim
against each of them.  Pursuant to a joint stipulation, plaintiffs
filed an Amended Consolidated Shareholder Derivative Complaint (“Amended
Complaint”) on August 13, 2007.  On September 19, 2007, the Company
and the individual defendants each filed a motion to dismiss the Amended
Complaint on the same grounds as their previous motions to
dismiss.  Plaintiffs filed oppositions to the motions to dismiss on
October 19, 2007.  Defendants filed replies in support of their
motions to dismiss on November 5, 2007.  Thereafter, the parties
reached an agreement to settle the action.  The settlement, which is
subject to the execution of a definitive settlement agreement and approval of
the United States District Court for the Northern District of California, will
result in dismissal of both the Federal Action and the State
Action.  The parties stipulated to postpone a hearing on the motions
to dismiss scheduled for March 28, 2008 until April 25, 2008 to allow time for
execution of a definitive settlement agreement and submission thereof to the
Court for approval.
  In
January 2007, the Company also filed a motion to dismiss or stay the State
Action in favor of the earlier filed Federal Action.  The defendant
directors and officers joined in that motion.  Pursuant to a joint
stipulation, the court ordered that the State Action be stayed in favor of the
earlier-filed Federal Action.  Thereafter, as stated above, the
parties to the Federal Action reached an agreement to settle that
action.  The settlement, which is subject to the execution of a
definitive settlement agreement and the approval of the United States District
Court for the Northern District of California, will result in dismissal of both
the Federal Action and the State Action.  All amounts due under the
settlement had been accrued as of February 2, 2008.  The parties to
the State Action stipulated to postpone a Case Management Conference scheduled
for March 7, 2008 until May 30, 2008 to allow time for filing of the
dismissal.
  On July
5, 2007, a Verified Petition for Writ of Mandate to Compel Inspection of Books,
Records and Documents (the “Petition”) was filed in the Superior Court of Santa
Clara County, captioned Levine
v. Sigma Designs, Inc.  The Company filed a Demurrer to the
Petition as well as an Answer on August 13, 2007.  On September 10,
2007, the petitioner filed an opposition to the Demurrer and the Company filed a
reply on September 21, 2007.  Thereafter, the Company reached an
agreement with the Petitioner to settle the action.  The Petitioner
filed a request to dismiss the Petition on March 5, 2008.  On March 6,
2008, the Court confirmed that the matter was dismissed.
 
 The
Company has previously disclosed in press releases that the Securities and
Exchange Commission (“SEC”) has initiated an informal inquiry into the Company’s
stock option granting practices.  The SEC has requested that the
Company voluntarily produce documents relating to, among other things, its stock
option practices.  The Company is cooperating with the
SEC.
  In May
2007, the IRS began an employment tax audit for the Company’s fiscal 2004 and
2005.  The Company has also requested that fiscal 2006 be included in
this audit cycle.  The focus of the IRS employment tax audit relates
to tax issues connected to the Company’s granting stock options with exercise
prices per share that were less than the fair market value per share of the
common stock underlying the option on the option's measurement date for
financial reporting purposes.  The IRS has not yet proposed any tax
deficiency, interest or penalty amounts in respect of these
audits.
  In August
2007, the IRS began an income tax audit for the Company’s fiscal
2005.  The IRS has not yet proposed any tax deficiency, interest or
penalty amounts in respect of this audit.
 10.
              Debt
 
 On
August 12, 2005, the Company entered into a loan and security agreement
(the “Loan Agreement”) with United Commercial Bank.  On August 30,
2007, the Company paid off the balance owed and terminated the Loan
Agreement.  As of February 2, 2008, the Company had no outstanding
debt.  As of February 3, 2007, the Company had $0.2 million
outstanding under the Loan Agreement, $0.2 million of which was due within one
year.
 
 11.
              Net
      income (loss) per share
 
 Basic net
income (loss) per share for the periods presented is computed by dividing net
income (loss) by the weighted average number of common shares outstanding
(excluding shares subject to repurchase).  Diluted net income (loss)
per share for the periods presented in which the Company had net income is
computed by including shares subject to repurchase as well as dilutive options;
in periods when the Company had a net loss, these potential dilutive securities
have been excluded as they would be anti-dilutive.
 
 The
following table sets forth the basic and diluted net income (loss) per share
computed for fiscal 2008, 2007 and 2006 (in thousands, except per share
amounts):
  56
  Years
      Ended2008
                
                
                2007
                
                
                2006Numerator:Net
      income (loss), as reported
                
                $
                70,209
                
                
                $
                6,244
                
                
                $
                (1,561
                )Denominator:Weighted
      average common shares outstanding - basic
                
                
                25,683
                
                
                
                22,683
                
                
                
                21,412Effect
      of dilutive securities:Escrowed
      shares related to Blue7 acquisition
                
                
                —
                
                
                
                94
                
                
                
                —Stock
      options
                
                
                2,867
                
                
                
                2,893
                
                
                
                —Shares
      used in computation - diluted
                
                
                28,550
                
                
                
                25,670
                
                
                
                21,412Net
      income (loss) per share:Basic
                
                $
                2.73
                
                
                $
                0.28
                
                
                $
                (0.07
                )Diluted
                
                $
                2.46
                
                
                $
                0.24
                
                
                $
                (0.07
                )
  A summary
of the excluded potentially dilutive securities as of the end of each fiscal
follows (In thousands):
  Years
      Ended2008
                
                
                2007
                
                
                2006Stock
      options excluded because exercise price in excess of average stock
      price
                
                
                362
                
                
                
                489
                
                
                
                2Dilutive
      shares not included in loss years
                
                
                —
                
                
                
                —
                
                
                
                2,621Total
      potential dilutive securities
                
                
                362
                
                
                
                489
                
                
                
                2,623
  12.
              Stock
      option plans
 
 2003
Director stock option plan
 
 During
fiscal 2004, the Company adopted the 2003 Director Stock Option Plan (the “2003
Director Plan”) to replace the predecessor 1994 Director Stock Option Plan which
expired in fiscal 2005.  A total of 207,500 shares of common stock are
currently reserved for issuance under the 2003 Director Plan of which 82,500
have been granted as of February 2, 2008.
 
 2001
Employee stock option plan
 
 During
fiscal 2002, the Company adopted the 2001 Employee Stock Option Plan (the “2001
Option Plan”) and reserved 500,000 shares of the Company’s common stock for
issuance under the plan, with automatic annual increases on the first day of the
Company’s fiscal year equal to the lesser of (i) 1,000,000 shares,
(ii) 4% of the Company’s outstanding common stock on such date, or
(iii) a lesser number of shares as determined by the Board of Directors,
commencing February 1, 2002.  In February 2007, an additional
916,157 shares resulting from the automatic annual increase of 4% of the
Company’s outstanding common stock were added to the shares available for
issuance under the 2001 Employee Stock Option Plan.  As of
February 2, 2008, the Company reserved a total of 5.3 million shares
of common stock for issuance under this plan of which 5.3 million have been
granted.  In March 2008, the Board of Directors authorized an
additional 1.0 million shares to be issued under this
plan.  Generally, the plan provides for the granting of options to
purchase shares of common stock at the fair market value on the date of
grant.  Options granted under the plan generally become exercisable
over a five-year period and expire no more than ten years from the date of grant
(all options outstanding at February 2, 2008 expire ten years from date of
grant).  The 2001 plan replaced the predecessor 1994 Option Plan which
expired in fiscal 2005.
 
 57
 The total
stock option activities and balances of the Company’s stock option plans are
summarized as follows:
  Weighted
      Average
                
                
                AggregateNumber
      of
                
                
                Weighted
      Average
                
                
                Remaining
                
                
                IntrinsicShares
                
                
                Exercise
      Price
                
                
                Contractual
      Term
                
                
                ValueOutstanding
                
                
                Per
      Share
                
                
                (Years)
                
                
                (in
      thousands)Balance,
      January 29, 2005 (2,853,801 exercisable at aweighted-average
      price of $2.79)
                
                
                4,835,339
                
                
                $
                3.33Granted
      (weighted-average fair value of $6.22)
                
                
                967,900
                
                
                
                10.36Cancelled
                
                
                (92,679
                )
                
                
                5.89Exercised
                
                
                (825,343
                )
                
                
                2.89Balance,
      January 28, 2006 (2,745,101 exercisable at aweighted-average
      price of $2.99)
                
                
                4,885,217
                
                
                
                4.75Granted
      (weighted-average fair value of $9.58)
                
                
                1,092,837
                
                
                
                10.51Cancelled
                
                
                (173,783
                )
                
                
                8.14Exercised
                
                
                (337,909
                )
                
                
                2.74Balance,
      February 3, 2007 (3,243,508 exercisable at aweighted-average
      price of $3.53)
                
                
                5,466,362
                
                
                $
                5.92
                
                
                
                5.93
                
                
                $
                108,137Granted
      (weighted-average fair value of $29.23)
                
                
                1,204,900
                
                
                
                45.44Cancelled
                
                
                (249,177
                )
                
                
                20.47Exercised
                
                
                (2,480,266
                )
                
                
                3.82Balance,
      February 2, 2008
                
                
                3,941,819
                
                
                $
                16.78
                
                
                
                7.34
                
                
                $
                125,256Ending
      Vested & Expected to Vest
                
                
                3,735,685
                
                
                $
                16.33
                
                
                
                7.26
                
                
                $
                120,394Ending
      Exercisable
                
                
                1,551,905
                
                
                $
                6.37
                
                
                
                5.42
                
                
                $
                65,473
  The
aggregate intrinsic value in the table above represents the total pretax
intrinsic value, based on the Company’s closing stock price of $48.56 as of
February 2, 2008, which would have been received by the option holders had
all options holders exercised their options as of that date.  The
aggregate exercise date intrinsic value of options that were exercised during
fiscal 2008, 2007 and 2006 equaled $85.9 million, $3.7 million and $7.6
million.  The total fair value of options, which vested during fiscal
2008, 2007 and 2006 equaled $5.2 million, $5.5 million and $3.0
million.  At February 2, 2008, 193,078 shares were available for
future grants.
  Options
      Outstanding
                
                
                Options
      ExercisableRange of Exercise Prices
                
                
                Number of Shares Outstanding
at
                  February 2, 2008
                
                
                Weighted Average Remaining Life
      (Years)
                
                
                Weighted
                  Average
                  Exercise Price Per
    Share
                
                
                Number of Shares Exercisable at February 2,
      2008
                
                
                Weighted Average Exercise Price Per
      Share$
                0.95
                
                
                $
                3.22
                
                
                
                453,617
                
                
                
                4.13
                
                
                $
                2.04
                
                
                
                405,480
                
                
                $
                1.92$
                3.30
                
                
                $
                5.43
                
                
                
                456,949
                
                
                
                4.77
                
                
                $
                4.17
                
                
                
                357,795
                
                
                $
                3.84$
                5.60
                
                
                $
                7.89
                
                
                
                540,279
                
                
                
                6.03
                
                
                $
                7.34
                
                
                
                353,691
                
                
                $
                7.22$
                7.99
                
                
                $
                9.89
                
                
                
                269,527
                
                
                
                7.58
                
                
                $
                9.76
                
                
                
                75,823
                
                
                $
                9.65$
                11.06
                
                
                $
                11.06
                
                
                
                568,015
                
                
                
                8.56
                
                
                $
                11.06
                
                
                
                139,523
                
                
                $
                11.06$
                11.40
                
                
                $
                13.88
                
                
                
                426,410
                
                
                
                7.42
                
                
                $
                11.69
                
                
                
                174,279
                
                
                $
                11.66$
                15.91
                
                
                $
                27.83
                
                
                
                208,122
                
                
                
                8.54
                
                
                $
                20.08
                
                
                
                42,814
                
                
                $
                18.47$
                28.63
                
                
                $
                28.63
                
                
                
                135,000
                
                
                
                9.03
                
                
                $
                28.63
                
                
                
                —
                
                
                $
                —$
                31.57
                
                
                $
                31.57
                
                
                
                216,500
                
                
                
                9.50
                
                
                $
                31.57
                
                
                
                2,500
                
                
                $
                31.57$
                45.83
                
                
                $
                45.83
                
                
                
                667,400
                
                
                
                9.76
                
                
                $
                45.83
                
                
                
                —
                
                
                $
                —$
                0.95
                
                
                $
                45.83
                
                
                
                3,941,819
                
                
                
                7.34
                
                
                $
                16.78
                
                
                
                1,551,905
                
                
                $
                6.37
  As of
February 2, 2008, the unrecorded share-based compensation balance related
to stock options outstanding excluding estimated forfeitures was
$66.1 million and will be recognized over an estimated weighted average
amortization period of 3.37 years.  The amortization period is
based on the expected vesting term of the options.
 
 58
 Preferred
stock rights plan
 
 On
May 28, 2004, the Company’s Board of Directors adopted a Preferred Stock
Rights Plan.  Under the plan, the Company declared a dividend of one
Preferred Share Purchase Right (“the Rights”) for each share of common share
held by shareholders of record as of the close of business on June 18,
2004.  Each Right initially entitles shareholders to purchase a
fractional share of the Company’s preferred stock at $58 per
share.  However, the Rights are not immediately exercisable and will
become exercisable only upon the occurrence of certain events.  If a
person or group acquires or announces a tender or exchange offer that would
result in the acquisition of 15 percent or more of the Company’s common
stock while the shareholder rights plan remains in place, then, unless the
rights are redeemed by the Company for $0.001 per right, the Rights will
become exercisable by all right holders except the acquiring person or group for
shares of the Company or the third party acquirer having a value of twice the
Right’s then-current exercise price.  Absent of the aforementioned
triggering events, the Rights will expire on June 18, 2014.  The
Rights may have the effect of deterring or delaying a change in control of the
Company.
 
 Employee
stock purchase plan
 
 During
fiscal 2002, the Company adopted the 2001 Employee Stock Purchase Plan (the
“2001 Purchase Plan”) and reserved 100,000 shares of the Company’s common stock
for issuance under the plan, with an automatic annual increase on the first day
of the Company’s fiscal year equal to the lesser of (i) 500,000 shares,
(ii) 2% of the Company’s outstanding common stock on such date, or
(iii) a lesser number of shares as determined by the Board of
Directors.  In February 2007, 2006 and 2005, the Board of
Directors approved an additional 25,000 shares each to be reserved under the
2001 Purchase Plan.  Under this plan, eligible employees may authorize
payroll deductions of up to 10% of their regular base salaries to purchase
common stock at 85% of the fair market value at the beginning or end of each
six-month offering period.  During fiscal 2008, 2007 and 2006, 46,864,
36,277 and 81,569 shares of the Company’s common stock were purchased at an
average price of $22.28, $8.02 and $6.59 per share, respectively.  At
February 2, 2008, 204,428 shares under the 2001 Purchase Plan remain
available for future purchase.  In March 2008, the Board of Directors
approved an additional 50,000 shares to be reserved under the 2001 Purchase
Plan.
 
 Valuation
of share-based compensation
 
 The fair
value of share-based compensation awards is estimated at the grant date using
the Black-Scholes option valuation model.  The determination of fair
value of share-based compensation awards on the date of grant using an
option-pricing model is affected by the Company’s stock price as well as
assumptions regarding a number of highly complex and subjective
variables.  These variables include, but are not limited to the
Company’s expected stock price volatility over the term of the awards, and
actual employee stock option exercise behavior.
 
 In
connection with the adoption of SFAS 123(R), the Company reassessed its
valuation technique and related assumptions.  The Company estimated
the fair value of stock options using a Black-Scholes valuation model,
consistent with the provisions of SFAS 123(R), SAB No. 107 and
its prior period pro-forma disclosures of net earnings, including share-based
compensation expense (determined under a fair value method as prescribed by
SFAS 123).  The weighted-average estimated values of employee
stock options granted during fiscal 2008, 2007 and 2006 were $29.23, $9.58 and
$6.22 per share, respectively.  The weighted-average estimated fair
value of employee stock purchase rights granted pursuant to the employee stock
purchase plan during fiscal 2008, 2007 and 2006 were $11.52, $5.93 and $2.95,
per share, respectively.  The fair value of each option and employee
stock purchase right grant was estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions:
  Years
      EndedFebruary
      2,
                
                February
      3,
                
                January
      28,Stock
      Options
                
                
                
                2008
                
                2007
                
                2006Expected
      volatility
                
                
                
                68.39%
                
                69.98%
                
                58.96%Risk-free
      interest rate
                
                
                3.79%
                
                4.77%
                
                4.31%Expected
      term (in years)
                
                
                6.04
                
                5.90
                
                4.54Dividend
      yield
                
                
                
                None
                
                None
                
                NoneEmployee
      Stock Purchase PlanExpected
      volatility
                
                
                
                60.10%
                
                54.55%
                
                62.10%Risk-free
      interest rate
                
                
                4.44%
                
                4.66%
                
                3.10%Expected
      term (in years)
                
                
                0.50
                
                0.50
                
                0.50Dividend
      yield
                
                
                
                None
                
                None
                
                None
  The
computation of the expected volatility assumptions used in the Black-Scholes
calculations for new grants and purchase rights is based on the historical
volatility of its stock price, measured over a period equal to the expected term
of the grants or purchase rights.  The risk-free interest rate is
based on the yield available on U.S. Treasury Strips with an equivalent
remaining term.  The expected term life of employee stock options
represents the weighted-average period that the stock options are expected to
remain outstanding and was determined based on historical experience of similar
awards, giving consideration to the contractual terms of the share-based awards
and vesting schedules.  The expected term life of purchase rights is
the period of time remaining in the current offering period.  The
dividend yield assumption is based on the Company’s history of not paying
dividends and assumption of not paying dividends in the future.
 
 59
 For
options granted prior to January 29, 2006 and valued in accordance with
SFAS 123, forfeitures were recognized as they occurred and the graded-vested
method continues to be used for expense attribution related to options that were
unvested as of January 29, 2006.  For options granted after
January 29, 2006 and valued in accordance with SFAS 123(R), forfeitures are
estimated such that the Company only recognizes expense for those shares
expected to vest, and adjustments are made if actual forfeitures differ form
those estimates.  The straight-line method is being used for expense
attribution of all awards granted on or after January 29,
2006.
 
 Non-employee
related share-based compensation expenses
  In
accordance with the provisions of SFAS 123(R) and Emerging Issues Task
Force, Issue 96-18, “Accounting for Equity Instruments That Are Issued to Other
Than Employees For Acquiring, or in Conjunction With Selling, Goods or Services”
(“EITF 96-18”), the Company recorded share-based compensation expense for
options issued to non-employees based on the fair value of the options as
estimated on the measurement date which is typically the grant date, using the
Black-Scholes option pricing model.  The Black-Scholes option pricing
model includes assumptions regarding expected stock price volatility of 68%,
expected term of options of 5.91 years, dividend yields of zero percent and
risk-free interest rates of 4.14% for fiscal 2008.  Total non-employee
share-based compensation recorded during fiscal 2008, 2007 and 2006 was
$432,000, $317,000 and $2,000, respectively.
  13.  Income
taxes
 
 Income
before provision for income taxes consisted of the following (in
thousands):
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008
                
                
                2007
                
                
                2006United
      States
                
                $
                61,953
                
                
                $
                6,135
                
                
                $
                (1,962
                )International
                
                
                1,130
                
                
                
                537
                
                
                
                471Total
                
                $
                63,083
                
                
                $
                6,672
                
                
                $
                (1,491
                )
  The
federal, state and foreign income tax provision is summarized as follows (in
thousands):
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008
                
                
                2007
                
                
                2006CurrentFederal
                
                $
                5,410
                
                
                $
                314
                
                
                $
                —State
                
                
                34
                
                
                
                64
                
                
                
                6Foreign
                
                
                58
                
                
                
                50
                
                
                
                64Total
      current
                
                $
                5,502
                
                
                $
                428
                
                
                $
                70DeferredFederal
                
                
                (9,195
                )
                
                
                —
                
                
                
                —State
                
                
                (3,427
                )
                
                
                —
                
                
                
                —Foreign
                
                
                (6
                )
                
                
                —
                
                
                
                —Total
      deferred
                
                
                (12,628
                )
                
                
                —
                
                
                
                —Total
      provision
                
                $
                (7,126
                )
                
                $
                428
                
                
                $
                70
  60
 The tax
effects of significant items comprising the Company’s deferred tax assets and
liabilities are as follows (in thousands):
  Years
      EndedFebruary
      2,
                
                
                February
      3,2008
                
                
                2007Deferred
      tax assets:Net
      operating losses and credits carry forwards
                
                $
                943
                
                
                $
                16,077Allowance,
      reserve and other
                
                
                4,864
                
                
                
                5,385Depreciation
                
                
                515
                
                
                
                284Tax
      credits
                
                
                4,914
                
                
                
                10,727Share-based
      compensation
                
                
                3,053
                
                
                
                3,388Total
      gross deferred tax assets
                
                
                14,289
                
                
                
                35,861Valuation
      allowance
                
                
                -
                
                
                
                (33,653
                )Total
      net deferred tax assets
                
                
                14,289
                
                
                
                2,208Deferred
      tax liabilities:Acquired
      intangibles
                
                
                (1,621
                )
                
                
                (2,208
                )Total
      net deferred tax assets
                
                $
                12,668
                
                
                $
                -
  SFAS
No. 109 requires that the tax benefit of net operating losses, temporary
differences and credit carry forwards be recorded as an asset to the extent that
management assesses that realization is “more likely than
not.”  Deferred income taxes result principally from differences in
the recognition of certain assets and liabilities for tax and financial
reporting purposes and the tax effect of tax loss carry forwards.  As
of February 2, 2008, operating loss carry forwards amounted to approximately
$60.7 million and $12.3 millions for federal and California tax purpose, which
will begin to expire in 2011 thru 2028.  Of the total net operating
loss carryover, $58.6 million for federal and $8.5 million for state tax
purposes, respectively, will be recorded as a paid-in capital credit when
utilized in the future.  The valuation allowance has decreased by
$33.7 million and $6.4 million due to recognition of deferred tax assets and
utilization of prior years’ net operating losses during fiscal 2008 and 2007,
respectively.
 
 Net
operating losses and tax credit carry forwards as of February 2, 2008 are
as follows (in thousands):
  ExpirationAmount
                
                YearsNet
      operating losses, federal
                
                $
                60,657
                
                Thru
      2028Net
      operating losses, state
                
                
                12,341
                
                Thru
      2018Tax
      credits, federal
                
                
                2,427
                
                Thru
      2028Tax
      credits, state
                
                
                2,486
                
                Indefinite
  Current
federal and California tax laws include substantial restrictions on the
utilization of net operating losses and tax credits in the event of an
“ownership change” of a corporation.  Accordingly, the Company’s
ability to utilize net operating loss and tax credit carry forwards may be
limited as a result of such ownership changes.  Such a limitation
could result in the expiration of carry forwards before they are
utilized.
 
 The
effective tax rate of the Company’s provision (benefit) for income taxes differs
from the federal statutory rate as follows (in thousands):
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008
                
                
                2007
                
                
                2006Computed
      at 35%
                
                $
                22,091
                
                
                $
                2,336
                
                
                $
                (444
                )State
      taxes net of federal benefit
                
                
                (3,405
                )
                
                
                42
                
                
                
                4Difference
      between statutory rate and foreign effective tax rate
                
                
                (287
                )
                
                
                (109
                )
                
                
                (101
                )Expenses
      not deductible for tax purposes
                
                
                673
                
                
                
                235
                
                
                
                615Share
      based compensation expense
                
                
                637
                
                
                
                554
                
                
                
                —Change
      in valuation allowance, federal effect only
                
                
                (25,031
                )
                
                
                (1,505
                )
                
                
                685Tax
      credit
                
                
                (1,804
                )
                
                
                (1,125
                )
                
                
                (689
                )Total
                
                $
                (7,126
                )
                
                $
                428
                
                
                $
                70
  61
 Included
in the balance of unrecognized tax benefits at February 4, 2007 are $0.4 million
of tax benefits that, if recognized, would reduce the Company’s effective tax
rate, and $2.0 million of unrecognized benefits that would increase its deferred
tax assets.  During the twelve months ended February 2, 2008, the
Company added $1.9 million of unrecognized tax benefit.  A
reconciliation of the beginning and ending amount of unrecognized tax benefits
is as follows (in thousands):
  Balance
      at February 4, 2007
                
                $
                2,353Additions
      based on tax positions related to the current year
                
                
                1,393Additions
      for tax positions of prior years
                
                
                892Reductions
      for tax positions of prior year
                
                
                (409
                )Balance
      at January  31, 2008
                
                $
                4,229
  The
Company has adopted the accounting policy that interest recognized in accordance
with Paragraph 15 of FIN 48 and penalty recognized in accordance with Paragraph
16 of FIN 48 are classified as part of its income taxes.  In fiscal
2008, the Company recorded $18,000 of such interest and penalty expense and as
of February 2, 2008, the balance of such accrued interest and penalty was
$54,000.
 
 The
Company’s operations are subject to income and transaction taxes in the United
States and in multiple foreign jurisdictions.  Significant estimates and
judgments are required in determining its worldwide provision for income
taxes.  Some of these estimates are based on interpretations of existing
tax laws or regulations.  The ultimate amount of tax liability
may be uncertain as a result.
 
 The
Company is subject to taxation in the U.S. and various states and foreign
jurisdictions.  An audit of the Company’s French R&D tax credit
audit has been completed during fiscal 2008 and resulted in no adjustment made
to previously claimed credits.  As a result, the Company recorded
reductions for tax positions of prior years of $0.3 million of unrecognized tax
benefit was released during this period as a result of the completion of the
French R&D tax credit audit and $0.1 million due to the expiration of the
statute of limitation.
 
 Currently,
the IRS has commenced an employee payroll tax audit for the Company’s fiscal
2004 and 2005 and an income tax audit for its fiscal 2005.  The
outcomes of these and any future tax examinations could impact the Company’s net
income and financial condition but the Company believes it has adequate reserve
for any possible uncertain tax positions claimed on these years’ tax
returns.  There are no other ongoing income tax examinations by other
state or foreign taxing authorities at this time.  The Company’s tax
filings for the fiscal years from 1991 to 2008 remain open in various taxing
jurisdictions.  The Company does not anticipate that its unrecognized
tax benefit would change significantly in the coming 12 month
period.
 
 At
February 2, 2008, undistributed earnings of the Company’s foreign
operations totaling $3.8 million were considered to be permanently
reinvested.  No deferred tax liability has been recognized for the
remittance of such earnings to the U.S. since it is management’s intention to
utilize those earnings in the foreign operations.  Generally, such
earnings become subject to U.S. tax upon the remittance of dividends and under
certain other circumstances.  It is not practicable to estimate the
amount of deferred tax liability on such undistributed earnings.
  14.
              Significant
      customers
 
 Major
customers that accounted for over 10% of the Company’s net revenue are as
follows:
  Years
      EndedCustomers
                
                
                
                2008
                
                2007
                
                2006MTC
      Singapore
                
                
                
                23%
                
                —%
                *
                —%
                *Uniquest
                
                
                
                19%
                
                17%
                
                26%Macnica,
      Inc.
                
                
                
                12%
                
                —%
                *
                —%
                *Freebox
      SA
                
                
                
                —%
                *
                20%
                
                —%
                *
  *           Net
revenue from customer was less than 10% of the Company’s net
revenue.
 
 No
domestic customers accounted for more than 10% of total accounts receivable at
February 2, 2008, February 3, 2007 and January 28, 2006,
respectively.  Three international customers accounted for 46%, 15%,
and 14%, respectively, of total accounts receivable at February 2,
2008.  Four international customers accounted for 24%, 18%, 15% and
12%, respectively, of total accounts receivable at February 3,
2007.
 
 62
 15.
              Related
      party transactions
  On
April 10, 2006, the Company entered into a sublease agreement to rent
approximately 2,500 square feet of a facility from a start-up company founded by
a member of the Company’s Board of Directors.  This is a
month-to-month operating lease with base rent of $4,000 plus a proportionate
share of operating costs commencing April 1, 2006.  The Company
vacated the premises in September 2007 and terminated the
agreement.
 
 During
June 2005, the Company loaned $0.5 million to Blue7, a California corporation,
in which the Company had invested $1.0 million, for an approximately 17%
ownership interest.  One of the Company’s board members had invested
$0.1 million for a 2% ownership interest during fiscal 2005.  In
November 2005 and January 2006, the Company loaned an additional $0.3 million
and $0.2 million, respectively, to Blue7.  During fiscal 2007, the
total loan balance of $0.9 million was forgiven and accounted for as part of the
Blue7 acquisition cost.  Also, related to the Blue7 acquisition in
fiscal 2007, 2,645 shares of stock options were granted to a Blue7 consultant,
who was one of the Company’s board members.  During fiscal 2008, 1,984
of these shares were exercised and remaining 661 shares were
cancelled.
 
 The
Company had an ownership interest of less than 10% in an original equipment
manufacturer (the “OEM”) headquartered in Europe which was accounted for using
the cost method.  The Company sold its ownership interest in this OEM
with a carrying cost of $2.0 million for approximately $3.5 million in September
2005, resulting in a gain on sale of investment of approximately $1.5
million.  During fiscal 2006, the Company had product revenue of $0.1
million from this OEM.
 
 The
Company maintains an investment in Envivio, Inc., in which the Company has
current invested capital of $0.3 million for an ownership fraction of less than
1% ownership interest.  Three of the Company’s board members have
investments in this same firm, with an aggregate ownership fraction of less than
1% ownership interest.  The Company’s Chairman and Chief Executive
Officer (“CEO”), Thinh Tran, is a member of Envivio’s Board of
Directors.
 
 16.
              Segment
      and geographical information
 
 SFAS
No. 131, “Disclosures About Segments of an Enterprise and Related
Information,” (“SFAS No. 131”) provides annual and interim reporting standards
for an enterprise’s business segments and related disclosures about its
products, services, geographical areas and major customers.
 
 Operating
segments are defined as components of an enterprise for which separate financial
information is available and evaluated regularly by the chief operating
decision-maker, in deciding how to allocate resources and in assessing
performance.  The Company is organized as, and operates in, one
reportable segment.  The Company’s operating segment consists of its
geographically based entities in the United States, Hong Kong and
France.  The Company’s chief operating decision-maker reviews
consolidated financial information, accompanied by information about revenue by
product group, target market and geographic region.  The Company does
not assess the performance of its geographic regions on other measures of income
or expense, such as depreciation and amortization, gross margin or net
income.
 
 The
following table sets forth net revenue attributed to each product group (in
thousands):
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008
                
                
                2007
                
                
                2006SoCs
                
                $
                216,703
                
                
                $
                86,984
                
                
                $
                28,198Other
                
                
                4,503
                
                
                
                4,234
                
                
                
                5,122Net
      revenue
                
                $
                221,206
                
                
                $
                91,218
                
                
                $
                33,320
  63
 The
following table sets forth net revenue attributable to each target market (in
thousands):
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008
                
                
                2007
                
                
                2006IPTV
                
                $
                164,143
                
                
                $
                61,501
                
                
                $
                19,170High
      definition DVD and other media players
                
                
                49,127
                
                
                
                24,698
                
                
                
                11,227HDTV
                
                
                3,633
                
                
                
                1,657
                
                
                
                797Other
                
                
                4,303
                
                
                
                3,362
                
                
                
                2,126Net
      revenue
                
                $
                221,206
                
                
                $
                91,218
                
                
                $
                33,320
  The
following table sets forth net revenue to each geographic region, and the
percentage of net revenue represented by each geographic region (in
thousands):
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008
                
                
                2007
                
                
                2006Asia
                
                $
                153,146
                
                
                
                69%
                
                
                $
                48,386
                
                
                
                53%
                
                
                $
                27,293
                
                
                
                82%Europe
                
                
                56,782
                
                
                
                26%
                
                
                
                33,109
                
                
                
                36%
                
                
                
                2,081
                
                
                
                6%North
      America
                
                
                11,173
                
                
                
                5%
                
                
                
                9,607
                
                
                
                11%
                
                
                
                3,944
                
                
                
                12%Other
      regions
                
                
                105
                
                
                
                —%
                *
                
                
                116
                
                
                
                —%
                *
                
                
                2
                
                
                
                —%
                *Net
      revenue
                
                $
                221,206
                
                
                
                
                
                
                $
                91,218
                
                
                
                
                
                
                $
                33,320
  *           The
percentage of net revenue is less than one percent.
 
 The
following tables summarize net revenue and long-lived assets attributable to
significant countries* (in thousands):
  Years
      EndedFebruary
      2,
                
                
                February
      3,
                
                
                January
      28,2008
                
                
                2007
                
                
                2006Singapore
                
                $
                52,529
                
                
                $
                7,403
                
                
                $
                256Korea
                
                
                42,941
                
                
                
                15,616
                
                
                
                8,548France
                
                
                31,448
                
                
                
                26,836
                
                
                
                268Japan
                
                
                26,754
                
                
                
                7,286
                
                
                
                2,859Other
      European countries
                
                
                25,331
                
                
                
                6,273
                
                
                
                1,813China
                
                
                16,597
                
                
                
                9,767
                
                
                
                7,125United
      States
                
                
                11,163
                
                
                
                9,498
                
                
                
                3,816Taiwan
                
                
                10,863
                
                
                
                4,368
                
                
                
                4,823Hong
      Kong
                
                
                3,413
                
                
                
                3,675
                
                
                
                3,206Rest
      of the world
                
                
                167
                
                
                
                496
                
                
                
                606Net
      revenue
                
                $
                221,206
                
                
                $
                91,218
                
                
                $
                33,320
  *           Net
revenue is attributable to countries based on invoicing location of
customer.
  For
fiscal 2008, 2007 and 2006, the Company recorded sales to customers throughout
the United States and Canada (collectively referred to as “North America”);
Denmark, Belgium, Greece, Italy, Hungary, Germany, United Kingdom, Finland, the
Netherlands, Norway, Sweden, Spain, Portugal, Scotland, and Croatia
(collectively referred to as “Other European countries”); Malaysia, Thailand,
New Zealand, Turkey, Israel, Australia, South America and South Africa
(collectively referred to as “Rest of the world”).
  February
      2,
                
                
                February
      3,
                
                
                January
      28,Long-lived
      assets:
                
                2008
                
                
                2007
                
                
                2006United
      States
                
                $
                18,015
                
                
                $
                13,762
                
                
                $
                1,318France
                
                
                88
                
                
                
                140
                
                
                
                152Hong
      Kong
                
                
                3
                
                
                
                9
                
                
                
                4Total
      long-lived assets
                
                $
                18,106
                
                
                $
                13,911
                
                
                $
                1,474
  64
 17.
              Quarterly
      financial information (unaudited)
 
 The
following table presents unaudited quarterly financial information for each of
the Company’s eight quarters ended February 2, 2008 (in thousands, except
per share amounts):
  Quarters
      EndedFebruary
      2,
                
                
                November
      3,
                
                
                August
      4,
                
                
                May
      5,
                
                
                February
      3,
                
                
                October
      28,
                
                
                July
      29,
                
                
                April
      29,2008
                
                
                2007
                
                
                2007
                
                
                2007
                
                
                2007
                
                
                2006
                
                
                2006
                
                
                2006Net
      revenues
                
                $
                76,398
                
                
                $
                66,244
                
                
                $
                42,548
                
                
                $
                36,016
                
                
                $
                31,228
                
                
                $
                25,055
                
                
                $
                20,136
                
                
                $
                14,799Gross
      profit
                
                
                37,453
                
                
                
                35,227
                
                
                
                22,308
                
                
                
                17,810
                
                
                
                16,005
                
                
                
                12,038
                
                
                
                8,962
                
                
                
                7,430Income
      (loss) from operations
                
                
                20,852
                
                
                
                22,413
                
                
                
                8,796
                
                
                
                5,240
                
                
                
                4,623
                
                
                
                2,697
                
                
                
                68
                
                
                
                (1,530
                )Net
      income (loss)
                
                
                35,302
                
                
                
                20,950
                
                
                
                8,588
                
                
                
                5,369
                
                
                
                4,643
                
                
                
                2,742
                
                
                
                216
                
                
                
                (1,356
                )Net
      income (loss) per share:Basic
                
                $
                1.19
                
                
                $
                0.80
                
                
                $
                0.36
                
                
                $
                0.23
                
                
                $
                0.20
                
                
                $
                0.12
                
                
                $
                0.01
                
                
                $
                (0.06
                )Diluted
                
                $
                1.12
                
                
                $
                0.72
                
                
                $
                0.32
                
                
                $
                0.20
                
                
                $
                0.18
                
                
                $
                0.11
                
                
                $
                0.01
                
                
                $
                (0.06
                )
  18.
              Subsequent
      events
  On
February 11, 2008, the Company announced that it had completed the acquisition
of certain assets of the VXP® Image Processing business from Gennum
Corporation.  The Company acquired assets of the VXP group including,
but not limited to, products and intellectual property.  Forty four
employees joined the Company as part of the purchase.  The Company
made a cash payment of $18.2 million for the acquisition and assumed specified
liabilities.  The Company and Gennum Corporation reached a definitive
agreement for the asset acquisition on January 2, 2008.  The
transaction was accounted for using the purchase method of accounting in
accordance with SFAS No. 141, Business
Combinations.
  On
February 20, 2008, the Company entered into a lease agreement for a 15,000
square foot facility in Burlington, Ontario, Canada.  This lease will
commence on June 1, 2008 and expire on May 31, 2018.  The Company
is obligated to pay a monthly basic rent plus common area maintenance and
building operating expenses.  The monthly basic rent ranges from
$19,375 to $23,750 in Canadian dollars, with free basic rent for the initial
three months.
  On
February 27, 2008, the Company announced that its Board of Directors had
approved a share repurchase program that authorized the repurchase of up to
2,000,000 shares of the Company’s common stock.  On March 18, 2008,
the Company announced that its Board of Directors had approved an increase of
3,000,000 additional shares to the program, resulting in a total amount
authorized to be repurchased under the share repurchase program of 5,000,000
shares.  The amount and timing of specific repurchases are subject to
market conditions, applicable legal requirements and other factors, including
management’s discretion.  Repurchases may be conducted in the open
market or in privately negotiated transactions and the repurchase program may be
modified, extended or terminated by the Board of Directors at any
time.  There is no guarantee as to the exact number of shares that
will be repurchased under the program.  As of April 2, 2008, the
Company had repurchased a cumulative total of approximately 3.8 million shares
of its common stock pursuant to the repurchase program for an aggregate purchase
price of $80.6 million at an average price of $21.01 per share.
 On March
5, 2008, the Company and plaintiffs reached an agreement to settle shareholder
derivative litigation that had been filed in connection with historic
stock-option grants.  The settlement will result in dismissal of both
federal and state derivative lawsuits.  The agreement does not contain
any admission of fault or wrongdoing on the part of the Company or the
individual defendants and all amounts due under this settlement agreement had
been accrued as of February 2, 2008.  The settlement is subject to
execution of definitive settlement documents and approval by the United States
District Court for the Northern District of California.
 
 ITEM 9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
 
 Not
applicable.
 
 ITEM 9A.
              CONTROLS
      AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
  As of
February 2, 2008, the end of the period covered by this Annual Report on
Form 10-K, under the supervision of our Chief Executive Officer and our
Chief Financial Officer, we evaluated the effectiveness of our disclosure
controls and procedures, as such terms are defined in Rule 13a-15(e) and
Rule 15d-15(e) under the Securities and Exchange Act of
1934.  Disclosure controls and procedures are designed to ensure that
information required to be disclosed by us in the reports we file or submit
under the Securities and Exchange Act of 1934 are recorded, processed,
summarized and reported on a timely basis and that such information is
accumulated and communicated to management, including our Chief Executive
Officer and our Chief Financial Officer.  To the extent that
components of our internal control over financial reporting are included within
our disclosure controls and procedures, they are included in the scope of
management’s annual assessment of our internal control over financial
reporting.
 65
 Based on
this evaluation, our management, including our Chief Executive Officer and our
Chief Financial Officer, has concluded that our disclosure controls and
procedures were effective as of February 2, 2008.
 
 Management’s
Report on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934.  Our internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles in the United States.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation and may not prevent or detect
misstatements.  Projections of any evaluation of effectiveness of
internal control over financial reporting to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may
deteriorate.
 
 Our
management, including our principal executive officer and principal financial
officer, assessed the effectiveness of our internal control over financial
reporting as of February 2, 2008.  In making this assessment,
management used the criteria set forth in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).  A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of the
annual or interim financial statements will not be prevented or detected on a
timely basis.  Based on this assessment, our management concluded that
our internal control over financial reporting was effective as of February 2,
2008.
 
 However,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in our business
or other conditions, or that the degree of compliance with our policies or
procedures may deteriorate.
  Changes
in Internal Control Over Financial Reporting
 
 There
were no changes in our internal control over financial reporting (as defined in
Rule 13(a) – 15(f) under the Exchange Act) that occurred during the last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.  We are
continuously seeking to improve the efficiency and effectiveness of our
operations and of our internal controls.  This results in refinements
to processes throughout our organization.
 
 66
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 The Board
of Directors and Shareholders
 Sigma
Designs, Inc.:
 
 We have
audited the internal control over financial reporting of Sigma Designs, Inc. and
subsidiaries (the “Company”) as of February 2, 2008, based on criteria
established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).The Company’s
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s
Report on Internal Control over Financial Reporting (Item 9A). Our responsibility is
to express an opinion on the Company’s internal control over financial reporting
based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects.  Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk.  Our audit
also included performing such other procedures as we considered necessary in the
circumstances.  We believe that our audit provides a reasonable basis for
our opinion.
 
 A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.  A company’s internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 In our
opinion, Sigma Designs, Inc. and subsidiaries maintained, in all material
respects, effective internal control over financial reporting as of
February 2, 2008, based on criteria established in Internal Control –Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
 
 We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidatedbalance sheets of Sigma
Designs, Inc. as of February 2, 2008 and February 3, 2007, and the related
consolidated statements of operations, shareholders’ equity and comprehensive
income (loss), and cash flows for each of the fiscal years in the three-year
period ended February 2, 2008, and the related financial statement
schedule.  Our report expressed an unqualified opinion on those
consolidated financial statements.
 
 
 /s/
ARMANINO MCKENNA LLP
 
 San
Ramon, California
 April 2,
2008
 
 67
 ITEM 9B.               OTHER
MATTERS
 
 Our chief
executive officer and other executive officers entered into stock selling plans
between July 3, 2007 and January 4, 2008 that are intended to qualify for the
safe harbor under Rule 10b5-1 under the Securities Exchange Act of 1934, as
amended, or the Exchange Act, and our insider trading
policy.  Rule 10b5-1 allows corporate insiders to establish
pre-arranged written stock trading plans at a time when the insider is not aware
of material, non-public information.  Subsequent receipt by the
insider of material, non-public information will not prevent pre-arranged
transactions under the Rule 10b5-1 plan from being executed.
 
 PART
III
 
 ITEM 10.
              DIRECTORS
      AND EXECUTIVE OFFICERS OF THE
REGISTRANT
 
 The
information required by this item concerning our directors is incorporated by
reference from the information set forth in the section entitled “Proposal
One—Election of Directors” contained in our Proxy Statement (the “Proxy
Statement”) relating to the 2008 Annual Meeting of Shareholders to be filed with
the Securities and Exchange Commission within 120 days after the end of our
fiscal year pursuant to General Instruction G(3) of Form 10-K.  The
information required by this item concerning our executive officers is
incorporated by reference to the information set forth at the end of Part I of
this Annual Report on Form 10-K.
 
 The
information regarding compliance with Section 16(a) of the Exchange Act is
set forth in the section entitled “Section No. 16(a) Beneficial Ownership
Reporting Compliance” in the Proxy Statement and is incorporated herein by
reference.
 
 The
information regarding our audit committee and audit committee financial expert
is set forth in the Proxy Statement under the section entitled “Corporate
Governance – Committees of the Board of Directors” and is incorporated herein by
reference.
 
 68
 The
information regarding our code of ethics that applies to our principal executive
officer, principal financial officer and principal accounting officer is
incorporated by reference from the information set forth in the section entitled
“Management—Code of Ethics” contained in the Proxy Statement.
 
 ITEM 11.
              EXECUTIVE
      COMPENSATION
 
 The
information required by this item regarding executive compensation is
incorporated by reference from the information set forth in the sections
entitled “Election of Directors—Compensation of Directors”, “Corporate
Governance – Committees of the Board of Directors,” “Report to the Compensation
Committee” and “Executive Compensation” contained in the Proxy
Statement.
 
 ITEM 12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      SHAREHOLDER MATTERS
 
 The
information required by this item regarding security ownership of certain
beneficial owners and management is incorporated by reference from the
information set forth in the section entitled “Security Ownership of Certain
Beneficial Owners and Management” contained in the Proxy Statement.
 
 The
information regarding securities authorized for issuance under equity
compensation plans is set forth in the Proxy Statement and is incorporated
herein by reference.
 
 ITEM 13.
              CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS
 
 The
information required by this item regarding certain relationships and related
transactions is set forth in the section entitled “Transactions with Management”
contained in the Proxy Statement and is incorporated herein by
reference.
 
 ITEM 14.
              PRINCIPAL
      ACCOUNTING FEES AND SERVICES
 
 The
information required by this item regarding principal accounting fees and
services is incorporated by reference from the information set forth in the
section entitled “Ratification of Independent Auditors—Principal Accounting Fees
and Services” contained in the Proxy Statement.
  69
 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:
 
 1.               Consolidated
Financial Statements
  Financial
      Statements
              
              PageReport
      of Independent Registered Public Accounting Firm
              
              41Consolidated
      Balance Sheets
              
              42Consolidated
      Statements of Operations
              
              43Consolidated
      Statements of Shareholders’ Equity and Comprehensive Income
      (Loss)
              
              44Consolidated
      Statements of Cash Flows
              
              45Notes
      to Consolidated Financial Statements
              
              46
 
 2.               Consolidated
Financial Statements Schedules
  Schedule
      II—Valuation and Qualifying Accounts and Reserves
              
              72
 
 All other
schedules have been omitted as they are not required, not applicable, or the
required information is otherwise included.
 
 (b)
Exhibits
 
 The
exhibits listed on the accompanying index to exhibits immediately following the
financial statement schedules are incorporated by reference into this Annual
Report on Form 10-K.
  70
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Milpitas, State of
California, on the 2nd day of April 2008.
  SIGMA
      DESIGNS, INC.By:
                /s/ Thinh
      Q. TranThinh
      Q. TranChairman
      of the Board,President
      and Chief Executive Officer
  
 POWER
OF ATTORNEY
 
 KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thinh Q. Tran and Thomas E. Gay III, and each of them,
jointly and severally, his true and lawful attorneys-in-fact, each with full
power of substitution and resubstitution, for him in any and all capacities, to
sign any or all amendments to this Annual Report on Form 10-K, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do if personally present,
hereby ratifying and confirming all that each said attorney-in-fact and agent,
or his or her substitute or substitutes or any of them, may lawfully do or cause
to be done by virtue hereof.
 
 PURSUANT
TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, THIS ANNUAL REPORT ON FORM 10
K HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE OF THE REGISTRANT
AND IN THE CAPACITIES AND ON THE DATES INDICATED:
  Signature
              
              Title
              
              Date/s/  Thinh
      Q. Tran
                Thinh
      Q. Tran
              
              Chairman
      of the Board, President, and Chief Executive Officer (Principal Executive
      Officer)
              
              April
      2, 2008/s/
      Thomas E. Gay III
                Thomas
      E. Gay III
              
              Chief
      Financial Officer and Secretary (Principal Financial and Accounting
      Officer)
              
              April
      2, 2008/s/
      William J. Almon
                William
      J. Almon
              
              Director
              
              April
      2, 2008/s/
      Julien Nguyen
                Julien
      Nguyen
              
              Director
              
              April
      2, 2008/s/
      Lung C. Tsai
                Lung
      C. Tsai
              
              Director
              
              April
      2, 2008
   71
  SCHEDULE
II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
  Additions:Balance
      at
                
                
                Charged
      to
                
                
                
                
                
                Balance
      atBeginning
      of
                
                
                Costs
      and
                
                
                
                
                
                End
      ofClassification
                
                Year
                
                
                Expenses
                
                
                Deductions:
                
                
                YearAllowance
      for returns, doubtful accounts and discounts:
                
                (in
      thousands)Fiscal
      year2008
                
                $
                601
                
                
                $
                619
                
                
                $
                968
                
                
                $
                2522007
                
                
                1,491
                
                
                
                30
                
                
                
                920
                
                
                
                6012006
                
                
                1,460
                
                
                
                31
                
                
                
                —
                
                
                
                1,491
  
 72
 INDEX
TO EXHIBITS
  Exhibit
                Number
              
              Description
              
              Filed
      Herewith or Incorporated Herein by Reference
to
  3.1
              
              Second
      Restated Articles of Incorporation.
              
              Incorporated
      by reference to exhibit filed with the Registration Statement on Form S-1
      (No. 33-17789) filed October 8, 1987, Amendment No. 1 thereto filed June
      9, 1988 and Amendment No. 2 thereto filed June 14, 1988, which
      Registration Statement became effective June 14, 1988.3.2
              
              Certificate
      of Amendment to the Second Restated Articles of Incorporation dated June
      22, 2001.
              
              Incorporated
      by reference to exhibit filed with the Registration Statement on Form S-8
      (No. 333-64234) filed on June 29, 2001.3.3
              
              Bylaws
      of the Company, as amended.
              
              Incorporated
      by reference to exhibit filed with the Annual Report on Form 10-K for the
      fiscal year ended February 1, 2003.3.4
              
              Certificate
      of Determination of Preferences of Series A Preferred Stock dated
      June 13, 1997.
              
              Incorporated
      by reference to exhibit 3.3 filed with the Registrant’s Form S-1 filed on
      September 14, 2007.3.5
              
              Certificate
      of Determination of Preferences of Series B Preferred Stock dated
      January 30, 1998.
              
              Incorporated
      by reference to exhibit 3.4 filed with the Registrant’s Form S-1 filed on
      September 14, 2007.3.6
              
              Certificate
      of Determination of Preferences of Series C Preferred Stock dated
      January 20, 1999.
              
              Incorporated
      by reference to exhibit 3.5 filed with the Registrant’s Form S-1 filed on
      September 14, 2007.3.6
              
              Certificate
      of Determination of Rights, Preferences and Privileges of Series D
      Participating Preferred Stock dated June 4, 2004.
              
              Incorporated
      by reference to exhibit 3.6 filed with the Registrant’s Form S-1 filed on
      September 14, 2007.3.7
              
              Certificate
      of Amendment to the Second Restated Articles of Incorporation dated
      January 28, 2008
              
              Filed
      herewith.4.1
              
              Preferred
      Stock Rights Agreement, dated as of June 7, 2004, between the Company and
      Mellon Investor Services LLC, as Rights Agent, including the Certificate
      of Designation, the form of Rights Certificate and the Summary of Rights
      attached thereto as Exhibit A, B and C, respectively.
              
              Incorporated
      by reference to exhibit filed with the Current Report on Form 8-K filed on
      June 7, 2004.10.1*
              
              1986
      Employee Stock Purchase Plan, as amended, and form of Subscription
      Agreement.
              
              Incorporated
      by reference to exhibit filed with the Registration Statement on Form S-8
      (No. 333-61549) filed on August 14, 1998.10.2*
              
              Amended
      and Restated 1994 Stock Plan and form of Stock Option
      Agreement.
              
              Incorporated
      by reference to exhibit filed with the Registration Statement on Form S-8
      (No. 333-86875) filed on September 10, 1999.10.3*
              
              1994
      Director Stock Option Plan and form of Director Option
      Agreement.
              
              Incorporated
      by reference to exhibit filed with the Registration Statement on Form S-3
      (No. 33-74308) filed on January 28, 1994, Amendment No. 1 thereto filed
      February 24, 1994, Amendment No. 2 thereto filed March 3, 1994, Amendment
      No. 3 thereto filed March 4, 1994 and Amendment No. 4 thereto filed March
      8, 1994.10.4*
              
              2001
      Employee Stock Option Plan.
              
              Incorporated
      by reference to exhibit filed with the Registration Statement on Form S-8
      (333-64234) filed on June 29, 2001.
  73
 
  Exhibit
                    Number
                  
                  Description
                  
                  Filed
      Herewith or Incorporated Herein by Reference
to
 10.5*
              
              2001
      Employee Stock Purchase Plan and Form of Subscription
      Agreement.
              
              Incorporated
      by reference to exhibit filed with the Registration Statement on Form S-8
      (333-64234) filed on June 29, 2001.10.6
              
              2001
      Loan and Security Agreement with Silicon Valley Bank, as
      amended.
              
              Incorporated
      by reference to exhibit filed the Annual Report on Form 10-K for the
      fiscal year ended February 2, 2002.10.7
              
              Lease
      between the Company and EOP-Industrial Portfolio, L.L.C.
              
              Incorporated
      by reference to exhibit filed with the Annual Report on Form 10-K for the
      fiscal year ended February 1, 2003.10.8
              
              Amendment
      to Company’s 2001 Loan and Security Agreement with Silicon Valley
      Bank.
              
              Incorporated
      by reference to exhibit filed with the Annual Report on Form 10-K for the
      fiscal year ended January 31, 2004.10.9
              
              Amended
      and Restated Schedule to Loan and Security Agreement with Silicon Valley
      Bank
              
              Incorporated
      by reference to exhibit filed with Annual Report on Form 10-K for the
      fiscal year ended January 31, 2004.10.10
              
              Purchase
      of Series B Preferred Stock in Envivio from Sigma Designs,
      Inc.
              
              Incorporated
      by reference to exhibit filed with the Annual Report on Form 10-K for the
      fiscal year ended January 29, 2005.10.11
              
              Agreement
      and Plan of Merger dated December 13, 2005 by and among the Company, Blue7
      Communications and the other parties named therein.
              
              Incorporated
      by reference to exhibit filed with the Current Report on Form 8-K filed on
      December 16, 2005.10.12
              
              Amendment
      No. 1 to Agreement and Plan of Merger dated January 9, 2006 by and among
      the Company, Blue7 Communications and the other parties named
      therein.
              
              Incorporated
      by reference to exhibit 2.1 filed with the Current Report on Form 8-K
      filed on January 12, 2006.10.13
              
              Industrial
      Lease by and between AMB Property, L.P. and the Company dated February 22,
      2007
              
              Incorporated
      by reference to exhibit filed with the Annual Report on Form 10-K for
      the fiscal year ended February 3, 2007.10.14*
              
              2003
      Director Stock Option Plan.
              
              Incorporated
      by reference to exhibit filed with the Form S-8 filed on
      July 11, 2003.10.15*
              
              Offer
      Letter, dated as of May 16, 2007, between the Registrant and Thomas
      E. Gay III.
              
              Incorporated
      by reference to exhibit filed with the Quarterly Report on Form 10-Q
      filed on June 14, 2007.10.16
              
              Loan
      and Security Agreement, dated as of August 12, 2005, by and between
      the Registrant and United Commercial Bank.
              
              Incorporated
      by reference to exhibit filed with the Quarterly Report on Form 10-Q
      filed on September 8, 2005.21.1
              
              Subsidiaries
      of the Registrant.
              
              Filed
      herewith23.1
              
              Consent
      of Independent Registered Public Accounting Firm (Armanino McKenna
      LLP)
              
              Filed
      herewith as page E-524.1
              
              Power
      of Attorney (contained in the signature page to this Annual Report on Form
      10-K).
              
              Filed
      herewith as page 47
  74
 Exhibit
                  Number
                
                Description
                
                Filed
      Herewith or Incorporated Herein by Reference
to
 31.1
              
              Certification
      of the President and Chief Executive Officer pursuant to Securities
      Exchange Act Rules 13a-14(a) and 15d-14(a).
              
              Filed
      herewith as page E-731.2
              
              Certification
      of the Chief Financial Officer and Secretary pursuant to Securities
      Exchange Act Rules 13a-14(a) and 15d-14(a).
              
              Filed
      herewith as page E-932.1
              
              Certificate
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
              
              Filed
      herewith as page E-1132.2
              
              Certificate
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
              
              Filed
      herewith as page E-12
  *
              Indicates
      management contract or compensatory plan or
  arrangement.
   75