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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 2, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-31650
 MINDSPEED TECHNOLOGIES, INC.
  Delaware
(State of incorporation)
    
    01-0616769
(I.R.S. Employer
Identification No.)
 4000 MacArthur Boulevard, East TowerNewport Beach, California
    
    92660-3095(Address of principal executive offices)
    
    (Zip code)
 (949) 579-3000
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 Yes o No þ




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FORWARD-LOOKING STATEMENTS
  
    
    the ability of our relationships with network infrastructure original equipment
manufacturers to facilitate early adoption of our products, enhance our ability to obtain
design wins and encourage adoption of our technology in the industry;
 
    
    the growth prospects for the network infrastructure equipment and communications
semiconductors markets, including increased demand for network capacity, the upgrade and
expansion of existing networks, and the build-out of networks in developing countries;
 
    
    our belief that our diverse portfolio of semiconductor solutions has positioned us to
capitalize on some of the most significant trends in telecommunications spending;
 
    
    our belief that we are well-situated in China and that fiber deployments are being
rolled out by the countrys major telecommunications carriers;
 
    
    our plans to make substantial investments in research and development and participate
in the formulation of industry standards;
 
    
    our belief that we can maximize our return on our research and development spending by
focusing our investment in what we believe are key growth markets;
 
    
    our ability to achieve design wins and convert design wins into revenue;
 
    
    the continuation of intense price and product competition, and the resulting declining
average selling prices for our products;
 
    
    the impact of changes in customer purchasing activities, inventory levels and inventory
management practices;
 
    
    the challenges of shifting any operations or labor offshore, including the likelihood
of competition in offshore markets for qualified personnel;
 
    
    our ability to achieve revenue growth, sustain profitability and positive cash flows
from operations;
 
    
    our anticipation that we will not pay a dividend in the foreseeable future;
 
    
    the dependence of our operating results on our ability to develop and introduce new
products and enhancements to existing products on a timely basis;
 
    
    the continuation of a trend toward industry consolidation and the effect it could have
on our operating results;
 
    
    the sufficiency of our existing sources of liquidity and expected sources of cash to
fund our operations, research and development efforts, anticipated capital expenditures,
working capital and other financing requirements, including interest payments on debt
obligations, for the next 12 months;
  2




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
    
    the circumstances under which we may need to seek additional financing, our ability to
obtain any such financing and any consideration of acquisition opportunities;
 
    
    our expectation that our provision for income taxes for fiscal 2010 will principally
consist of income taxes related to our foreign operations;
 
    
    our expectations with respect to our recognition of income tax benefits in the future;
 
    
    our restructuring plans, including timing, expected workforce reductions, the closure
of the Dubai facility, the expected cost savings under our restructuring plans and the uses
of those savings, the timing and amount of payments to complete the actions, the source of
funds for such payments, the impact on our liquidity and the resulting decreases in our
research and development and selling, general and administrative expenses, and the amounts
of future charges to complete our restructuring plans;
 
    
    our plans with respect to future actions to reduce operating expenses and/or increase
revenues;
 
    
    our beliefs regarding the effect of the disposition of pending or asserted legal
matters and the possibility of future legal matters;
 
    
    our acquisition strategy, the means of financing such a strategy, and the impact of any
past or future acquisitions, including the impact on revenue, margin and profitability;
 
    
    our plans relating to our use of stock-based compensation, the effectiveness of our
incentive compensation programs and the expected amounts of stock-based compensation
expense in future periods;
 
    
    our belief that the financial stability of suppliers is an important consideration in
our customers purchasing decisions;
 
    
    the effects of a downturn in the semiconductor industry and the general economy at
large, including the impact of slower economic activity, an increase in bankruptcy filings,
concerns about inflation and deflation, increased energy costs, decreased consumer
confidence, reduced corporate profits and capital spending, adverse business conditions and
liquidity concerns in the wired and wireless communications markets, recent international
conflicts and terrorist and military activity and the impact of natural disasters and
public health emergencies on our revenue and results of operation;
 
    
    the impact of reductions, delays and cancellation of orders from key customers given
our dependence on a relatively small number of end customers and distributors for a
significant portion of our revenue and our lack of long term purchase commitments;
 
    
    the impact of volatility in the stock market on the market price of our common stock;
 
    
    the impact on our business if we fail to comply with the minimum listing requirements
for continued quotation on the Nasdaq Global Market;
 
    
    the effect of changes in the amount of research coverage of our common stock, changes
in earnings estimates or buy/sell recommendations by analysts and changes in investor
perception of us and the industry in which we operate;
 
    
    the effect of shifts in our product mix and the effect of maturing products;
 
    
    the continued availability and costs of products from our suppliers;
 
    
    the value of our intellectual property, and our ability to continue recognizing
patent-related revenues from the sale or licensing of our intellectual property and our
plans to periodically enter into strategic arrangements to leverage our portfolio by
licensing or selling our intellectual property;
  3




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
    
    market demand for our new and existing products and our ability to increase our
revenues;
 
    
    our intentions with respect to inventories that were previously written down and the
effects on future demand and market conditions on inventory write-downs;
 
    
    our beliefs regarding the end-markets for sales of products to original equipment
manufacturers and third-party manufacturing service providers in the Asia-Pacific region;
 
    
    our intention to continue to expand our international business activities, including
expansion of design and operations centers abroad;
 
    
    our expectations regarding fluctuations in our growth patterns;
 
    
    the effects of the recent healthcare legislation on our business; and
 
    
    the impact of recent accounting pronouncements and the adoption of new accounting
standards.
  
    
    fluctuations in our operating results and future operating losses;
 
    
    worldwide political and economic uncertainties and specific conditions in the markets
we address;
 
    
    fluctuations in the price of our common stock;
 
    
    constraints in the supply of wafers and other product components from our third-party
manufacturers;
 
    
    cash requirements and terms and availability of financing;
 
    
    loss of or diminished demand from one or more key customers or distributors;
 
    
    our ability to attract and retain qualified personnel;
 
    
    doing business internationally and our ability to successfully and cost effectively
establish and manage operations in foreign jurisdictions;
 
    
    pricing pressures and other competitive factors;
 
    
    successful development and introduction of new products;
 
    
    order and shipment uncertainty;
 
    
    our ability to obtain design wins and develop revenues from them;
 
    
    lengthy sales cycles;
  4




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
    
    the expense of and our ability to defend our intellectual property against infringement
claims by others;
 
    
    product defects and bugs;
 
    
    business acquisitions and investments; and
 
    
    our ability to utilize our net operating loss carryforwards and certain other tax
attributes.
  ® ®
  5




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##### 



MINDSPEED TECHNOLOGIES, INC.
 INDEX
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited):Consolidated Condensed Balance Sheets  April 2, 2010 and October 2, 2009
    
    
    7Consolidated Condensed Statements of Operations  Three Months and Six Months Ended April
2, 2010 and April 3, 2009
    
    
    8Consolidated Condensed Statements of Cash Flows  Six Months Ended April 2, 2010 and
April 3, 2009
    
    
    9Notes to Consolidated Condensed Financial Statements
    
    
    10Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    38Item 4. Controls and Procedures
    
    
    39PART II. OTHER INFORMATIONItem 1A. Risk Factors
    
    
    39Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    52Item 6. Exhibits
    
    
    53Signature
    
    
    55Exhibit 10.5Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   6




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PART I. FINANCIAL INFORMATION
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 MINDSPEED
TECHNOLOGIES, INC.
 
 Consolidated Condensed Balance Sheets
(unaudited, in thousands, except per share amounts)
 April 2,
    
    
    October 2,2010
    
    
    2009As Adjusted-Note 4ASSETSCurrent AssetsCash
    
    $
    31,348
    
    
    $
    20,891Receivables, net of allowance for doubtful
accounts of $189 and $144 at April 2, 2010
and October 2, 2009, respectively
    
    
    14,971
    
    
    
    7,662Inventories
    
    
    7,485
    
    
    
    10,902Deferred tax assets  current
    
    
    1,402
    
    
    
    1,574Prepaid expenses and other current assets
    
    
    2,792
    
    
    
    2,529Total current assets
    
    
    57,998
    
    
    
    43,558Property, plant and equipment, net
    
    
    11,717
    
    
    
    11,018License agreements, net
    
    
    6,993
    
    
    
    6,505Other assets
    
    
    1,228
    
    
    
    1,382Total assets
    
    $
    77,936
    
    
    $
    62,463LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    6,681
    
    
    $
    6,338Accrued compensation and benefits
    
    
    6,146
    
    
    
    5,788Accrued income tax
    
    
    348
    
    
    
    525Deferred income on sales to distributors
    
    
    4,730
    
    
    
    2,604Deferred revenue
    
    
    784
    
    
    
    1,106Restructuring
    
    
    479
    
    
    
    448Convertible senior notes  short term
    
    
    
    
    
    
    10,349Other current liabilities
    
    
    2,746
    
    
    
    2,177Total current liabilities
    
    
    21,914
    
    
    
    29,335Convertible senior notes  long term
    
    
    13,611
    
    
    
    13,415Other liabilities
    
    
    1,372
    
    
    
    823Total liabilities
    
    
    36,897
    
    
    
    43,573Commitments and contingencies (Note 5)
    
    
    
    
    
    
    Stockholders EquityPreferred
stock, $0.01 par value: 25,000 shares authorized; no shares issued
or outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value,
100,000 shares authorized; 31,902 (April
2, 2010) and 28,756 (October 2,
2009) issued and outstanding shares
    
    
    319
    
    
    
    288Additional paid-in capital
    
    
    315,794
    
    
    
    296,333Accumulated deficit
    
    
    (259,884
    )
    
    
    (262,863
    )Accumulated other comprehensive loss
    
    
    (15,190
    )
    
    
    (14,868
    )Total stockholders equity
    
    
    41,039
    
    
    
    18,890Total liabilities and stockholders equity
    
    $
    77,936
    
    
    $
    62,463
   7




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MINDSPEED TECHNOLOGIES, INC.

Consolidated Condensed Statements of Operations
(unaudited, in thousands, except per share amounts)
 Three months ended
    
    
    Six months endedApril 2,
    
    
    April 3,
    
    
    April 2,
    
    
    April 3,2010
    
    
    2009
    
    
    2010
    
    
    2009As Adjusted-
    
    
    
    
    
    
    As Adjusted-Note 4
    
    
    
    
    
    
    Note 4Net revenues:Products
    
    $
    40,253
    
    
    $
    26,533
    
    
    $
    77,279
    
    
    $
    54,264Intellectual property
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    5,000Total net revenues
    
    
    40,253
    
    
    
    28,533
    
    
    
    77,279
    
    
    
    59,264Cost of goods sold (including
impairments and other charges of
$3,667 in the three and six months
ended April 3, 2009)
    
    
    14,333
    
    
    
    14,530
    
    
    
    27,796
    
    
    
    24,279Gross margin
    
    
    25,920
    
    
    
    14,003
    
    
    
    49,483
    
    
    
    34,985Operating expenses:Research and development
    
    
    12,221
    
    
    
    13,100
    
    
    
    24,809
    
    
    
    26,444Selling, general and administrative
    
    
    10,391
    
    
    
    10,702
    
    
    
    20,025
    
    
    
    21,825Special charges
    
    
    (71
    )
    
    
    4,582
    
    
    
    789
    
    
    
    6,887Total operating expenses
    
    
    22,541
    
    
    
    28,384
    
    
    
    45,623
    
    
    
    55,156Operating income/(loss)
    
    
    3,379
    
    
    
    (14,381
    )
    
    
    3,860
    
    
    
    (20,171
    )Interest expense
    
    
    (394
    )
    
    
    (675
    )
    
    
    (1,024
    )
    
    
    (1,588
    )Other income, net
    
    
    196
    
    
    
    415
    
    
    
    201
    
    
    
    1,457Income/(loss) before income taxes
    
    
    3,181
    
    
    
    (14,641
    )
    
    
    3,037
    
    
    
    (20,302
    )Provision for income taxes
    
    
    42
    
    
    
    172
    
    
    
    58
    
    
    
    262Net income/(loss)
    
    $
    3,139
    
    
    $
    (14,813
    )
    
    $
    2,979
    
    
    $
    (20,564
    )Net income/(loss) per share:Basic
    
    $
    0.11
    
    
    $
    (0.63
    )
    
    $
    0.10
    
    
    $
    (0.88
    )Diluted
    
    $
    0.10
    
    
    $
    (0.63
    )
    
    $
    0.10
    
    
    $
    (0.88
    )Weighted-average number of shares
used in per share computation:Basic
    
    
    29,362
    
    
    
    23,573
    
    
    
    28,931
    
    
    
    23,490Diluted
    
    
    30,687
    
    
    
    23,573
    
    
    
    29,922
    
    
    
    23,490
   8




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MINDSPEED TECHNOLOGIES, INC.

Consolidated Condensed Statements of Cash Flows
(unaudited, in thousands)
 Six months endedApril 2,
    
    
    April 3,2010
    
    
    2009As Adjusted-Note 4Cash Flows From Operating ActivitiesNet income/(loss)
    
    $
    2,979
    
    
    $
    (20,564
    )Adjustments to reconcile net income/(loss) to net cash
provided by/(used in) operating activities:Depreciation and amortization
    
    
    2,865
    
    
    
    3,124Asset impairments
    
    
    
    
    
    
    5,498Special charges
    
    
    789
    
    
    
    4,022Stock-based compensation
    
    
    2,217
    
    
    
    1,494Inventory provisions
    
    
    1,025
    
    
    
    1,279Gain on debt extinguishment
    
    
    
    
    
    
    (1,121
    )Amortization of debt discount on convertible senior notes
    
    
    347
    
    
    
    778Other non-cash items, net
    
    
    215
    
    
    
    78Changes in assets and liabilities:Receivables
    
    
    (7,398
    )
    
    
    7,245Inventories
    
    
    2,392
    
    
    
    703Accounts payable
    
    
    111
    
    
    
    (5,662
    )Deferred income on sales to distributors
    
    
    2,126
    
    
    
    (1,124
    )Restructuring
    
    
    (770
    )
    
    
    (1,937
    )Accrued expenses and other current liabilities
    
    
    334
    
    
    
    (1,378
    )Other
    
    
    (531
    )
    
    
    291Net cash provided by/(used in) operating activities
    
    
    6,701
    
    
    
    (7,274
    )Cash Flows From Investing ActivitiesCapital expenditures
    
    
    (3,047
    )
    
    
    (3,592
    )Net cash used in investing activities
    
    
    (3,047
    )
    
    
    (3,592
    )Cash Flows From Financing ActivitiesGross proceeds from sale of equity
    
    
    18,300
    
    
    
    Offering costs from sale of equity
    
    
    (1,307
    )
    
    
    Extinguishment of convertible debt
    
    
    (10,500
    )
    
    
    (17,320
    )Payments made on capital lease obligations
    
    
    (249
    )
    
    
    Borrowings under line of credit
    
    
    7,000
    
    
    
    Payments made on line of credit
    
    
    (7,000
    )
    
    
    Debt issuance costs
    
    
    
    
    
    
    (256
    )Exercise of stock options and warrants
    
    
    474
    
    
    
    Net cash provided by/(used in) financing activities
    
    
    6,718
    
    
    
    (17,576
    )Effect of foreign currency exchange rates on cash
    
    
    85
    
    
    
    (23
    )Net increase/(decrease) in cash
    
    
    10,457
    
    
    
    (28,465
    )Cash at beginning of period
    
    
    20,891
    
    
    
    43,033Cash at end of period
    
    $
    31,348
    
    
    $
    14,568
   9




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MINDSPEED TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 1. Basis of Presentation and Significant Accounting Policies
  Basis of Presentation
  Fiscal Periods
 Recent Accounting Standards
 .
  10




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Income Taxes
 Per Share Information
   Concentrations 
  11




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Six months endedApril 2,
    
    
    April 3,2010
    
    
    2009Customer A
    
    
    18
    %
    
    
    18
    %Customer B
    
    
    13
    %
    
    
    13
    %Customer C
    
    
    11
    %
    
    
    8
    %Customer D
    
    
    9
    %
    
    
    13
    %
  April 2,
    
    
    October 2,2010
    
    
    2009Customer A
    
    
    26
    %
    
    
    19
    %Customer B
    
    
    4
    %
    
    
    10
    %Customer C
    
    
    20
    %
    
    
    6
    %Customer E
    
    
    6
    %
    
    
    10
    %
 Supplemental Cash Flow Information
 2. Supplemental Financial Statement Data
 Inventories
  April 2,
    
    
    October 2,2010
    
    
    2009Work-in-process
    
    $
    2,989
    
    
    $
    4,124Finished goods
    
    
    4,496
    
    
    
    6,778Total inventories
    
    $
    7,485
    
    
    $
    10,902
  Deferred Income on Shipments to Distributors
  April 2,
    
    
    October 2,2010
    
    
    2009Deferred revenue on shipments to distributors
    
    $
    5,179
    
    
    $
    2,984Deferred cost of inventory on shipments to distributors
    
    
    (499
    )
    
    
    (422
    )Reserves
    
    
    50
    
    
    
    42Deferred income on sales to distributors
    
    $
    4,730
    
    
    $
    2,604
  12




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Comprehensive Income/(Loss)
  Three months ended
    
    
    Six months endedApril 2,
    
    
    April 3,
    
    
    April 2,
    
    
    April 3,2010
    
    
    2009
    
    
    2010
    
    
    2009As Adjusted-
    
    
    
    
    
    
    As Adjusted-Note 4
    
    
    
    
    
    
    Note 4Net income/(loss)
    
    $
    3,139
    
    
    $
    (14,813
    )
    
    $
    2,979
    
    
    $
    (20,564
    )Foreign currency translation adjustments, net of tax
    
    
    (231
    )
    
    
    (293
    )
    
    
    (323
    )
    
    
    (634
    )Comprehensive income/(loss)
    
    $
    2,908
    
    
    $
    (15,106
    )
    
    $
    2,656
    
    
    $
    (21,198
    )
  Revenues by Product Line
  Three months ended
    
    
    Six months endedApril 2,
    
    
    April 3,
    
    
    April 2,
    
    
    April 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Multiservice access DSP products
    
    $
    16,168
    
    
    $
    10,781
    
    
    $
    30,123
    
    
    $
    21,570High-performance analog products
    
    
    13,531
    
    
    
    8,162
    
    
    
    25,111
    
    
    
    18,681WAN communications products
    
    
    10,554
    
    
    
    7,590
    
    
    
    22,045
    
    
    
    14,013Intellectual property
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    5,000Total net revenues
    
    $
    40,253
    
    
    $
    28,533
    
    
    $
    77,279
    
    
    $
    59,264
 Revenues by Geographic Area
  Three months ended
    
    
    Six months endedApril 2,
    
    
    April 3,
    
    
    April 2,
    
    
    April 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Americas
    
    $
    7,888
    
    
    $
    8,734
    
    
    $
    16,506
    
    
    $
    21,053Asia-Pacific
    
    
    28,857
    
    
    
    16,266
    
    
    
    54,913
    
    
    
    31,197Europe, Middle East and Africa
    
    
    3,508
    
    
    
    3,533
    
    
    
    5,860
    
    
    
    7,014Total net revenues
    
    $
    40,253
    
    
    $
    28,533
    
    
    $
    77,279
    
    
    $
    59,264
  3. Stock-Based Compensation
     13




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Six months endedApril 2,
    
    
    April 3,2010
    
    
    2009Weighted-average fair value of options granted
    
    $
    2.92
    
    
    $
    0.63Weighted-average assumptions:Expected option life
    
    2.7 years
    
    3.3 yearsRisk-free interest rate
    
    
    1.3
    %
    
    
    1.3
    %Expected volatility
    
    
    95
    %
    
    
    82
    %Dividend yield
    
    
    
    
    
    
    
   Three months ended
    
    
    Six months endedApril 2,
    
    
    April 3,
    
    
    April 2,
    
    
    April 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Cost of goods sold
    
    $
    38
    
    
    $
    14
    
    
    $
    70
    
    
    $
    49Research and development
    
    
    198
    
    
    
    100
    
    
    
    505
    
    
    
    440Selling, general and administrative
    
    
    1,041
    
    
    
    413
    
    
    
    1,642
    
    
    
    1,005Total stock-based compensation expense
    
    $
    1,277
    
    
    $
    527
    
    
    $
    2,217
    
    
    $
    1,494
 Stock Compensation Plans
    14




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Stock Option Awards
   Weighted-AverageNumber
    
    
    Weighted-Average
    
    
    Remainingof Shares
    
    
    Exercise Price
    
    
    Contractual TermOutstanding at October 2, 2009
    
    
    3,128
    
    
    $
    6.48
    
    
    4.9 yearsGranted
    
    
    508
    
    
    
    5.05Exercised
    
    
    (136
    )
    
    
    3.63Forfeited or expired
    
    
    (85
    )
    
    
    9.55Outstanding at April 2, 2010
    
    
    3,415
    
    
    
    6.24
    
    
    4.9 yearsExercisable at end of period
    
    
    1,431
    
    
    $
    10.80
    
    
    2.6 years
    15




---



##### Table of Contents



Stock Awards
     Weighted-Number
    
    
    Averageof
    
    
    Grant DateShares
    
    
    Fair ValueNonvested shares at October 2, 2009
    
    
    371
    
    
    $
    4.50Granted
    
    
    708
    
    
    
    6.75Vested
    
    
    (202
    )
    
    
    5.08Forfeited
    
    
    (11
    )
    
    
    2.98Nonvested shares at April 2, 2010
    
    
    866
    
    
    $
    6.88
  4. Revolving Credit Facility and Convertible Senior Notes
 Revolving Credit Facility
  3.75% Convertible Senior Notes due 2009
   16




---



##### Table of Contents



6.50% Convertible Senior Notes due 2013
     17




---



##### Table of Contents



Impact of Adoption of New Accounting Standard
     Consolidated Balance Sheet
    
    As PreviouslyOctober 2, 2009 (in thousands)
    
    Reported
    
    
    Adjustment
    
    
    As AdjustedOther assets  long term
    
    $
    1,479
    
    
    $
    (97
    )
    
    $
    1,382Total assets
    
    
    62,560
    
    
    
    (97
    )
    
    
    62,463Convertible senior notes  short term
    
    
    10,486
    
    
    
    (137
    )
    
    
    10,349Total current liabilities
    
    
    29,472
    
    
    
    (137
    )
    
    
    29,335Convertible senior notes  long term
    
    
    15,000
    
    
    
    (1,585
    )
    
    
    13,415Total liabilities
    
    
    45,295
    
    
    
    (1,722
    )
    
    
    43,573Additional paid-in capital
    
    
    280,919
    
    
    
    15,414
    
    
    
    296,333Accumulated deficit
    
    
    (249,074
    )
    
    
    (13,789
    )
    
    
    (262,863
    )Total stockholders equity
    
    
    17,265
    
    
    
    1,625
    
    
    
    18,890Total liabilities and stockholders equity
    
    $
    62,560
    
    
    $
    (97
    )
    
    $
    62,463
  18




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##### Table of Contents



Consolidated Condensed Statement of Operations
    
    As PreviouslyThree months ended April 3, 2009 (in thousands)
    
    Reported
    
    
    Adjustment
    
    
    As AdjustedInterest expense
    
    $
    433
    
    
    $
    242
    
    
    $
    675Loss before income taxes
    
    
    (14,399
    )
    
    
    (242
    )
    
    
    (14,641
    )Net loss
    
    $
    (14,571
    )
    
    $
    (242
    )
    
    $
    (14,813
    )Net loss per share, basic and diluted
    
    $
    (0.62
    )
    
    $
    (0.01
    )
    
    $
    (0.63
    )Weighted average number of shares used in per
share calculation
    
    
    23,573
    
    
    
    
    
    
    
    23,573
 Consolidated Condensed Statement of Operations
    
    As PreviouslySix months ended April 3, 2009 (in thousands)
    
    Reported
    
    
    Adjustment
    
    
    As AdjustedInterest expense
    
    $
    902
    
    
    $
    686
    
    
    $
    1,588Other income, net
    
    
    3,216
    
    
    
    (1,759
    )
    
    
    1,457Loss before income taxes
    
    
    (17,857
    )
    
    
    (2,445
    )
    
    
    (20,302
    )Net loss
    
    $
    (18,119
    )
    
    $
    (2,445
    )
    
    $
    (20,564
    )Net loss per share, basic and diluted
    
    $
    (0.77
    )
    
    $
    (0.11
    )
    
    $
    (0.88
    )Weighted average number of shares used in per
share calculation
    
    
    23,490
    
    
    
    
    
    
    
    23,490
 Consolidated Condensed Statement of Cash Flows
    
    As PreviouslySix months ended April 3, 2009 (in thousands)
    
    Reported
    
    
    Adjustment
    
    
    As AdjustedCash flows from operating activities:Net loss
    
    $
    (18,119
    )
    
    $
    (2,445
    )
    
    $
    (20,564
    )Adjustments to reconcile net loss to net cash
used in operating activities:Gain on debt extinguishment
    
    
    (2,880
    )
    
    
    1,759
    
    
    
    (1,121
    )Amortization of debt discount
    
    
    
    
    
    
    778
    
    
    
    778Other non-cash items, net*
    
    
    170
    
    
    
    (92
    )
    
    
    78Net cash used in operating activities
    
    $
    (7,274
    )
    
    
    
    
    
    $
    (7,274
    )
 *
    
    Includes the amortization of debt issuance costs  April 2, 2010
    
    
    October 2, 20093.75% convertible senior notesPrincipal value of the liability component
    
    $
    
    
    
    $
    10,500Unamortized value of the liability component
    
    
    
    
    
    
    151Net carrying value of the liability component
    
    $
    
    
    
    $
    10,3496.50% convertible senior notesPrincipal value of the liability component
    
    $
    15,000
    
    
    $
    15,000Unamortized value of the liability component
    
    
    1,389
    
    
    
    1,585Net carrying value of the liability component
    
    $
    13,611
    
    
    $
    13,415
  19




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Three months ended
    
    
    Six months endedApril 2,
    
    
    April 3,
    
    
    April 2,
    
    
    April 3,2010
    
    
    2009
    
    
    2010
    
    
    20093.75% convertible senior notesInterest expense   coupon
    
    $
    
    
    
    $
    98
    
    
    $
    48
    
    
    $
    235Interest expense   debt discount amortization
    
    
    
    
    
    
    237
    
    
    
    151
    
    
    
    588Total
    
    $
    
    
    
    $
    335
    
    
    $
    199
    
    
    $
    823Effective interest rate on the liability
component for the period
    
    
    
    
    
    
    12.76
    %
    
    
    14.68
    %
    
    
    13.26
    %6.50% convertible senior notesInterest expense   coupon
    
    $
    244
    
    
    $
    244
    
    
    $
    488
    
    
    $
    488Interest expense   debt discount amortization
    
    
    99
    
    
    
    95
    
    
    
    197
    
    
    
    190Total
    
    $
    343
    
    
    $
    339
    
    
    $
    685
    
    
    $
    678Effective interest rate on the liability
component for the period
    
    
    9.15
    %
    
    
    9.04
    %
    
    
    9.13
    %
    
    
    9.04
    %
 5. Commitments and Contingencies
   6. Asset Impairments and Other Charges
    20




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7. Special Charges
  Three months ended
    
    
    Six months endedApril 2,
    
    
    April 3,
    
    
    April 2,
    
    
    April 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Asset impairments
    
    $
    
    
    
    $
    2,865
    
    
    $
    
    
    
    $
    2,865Restructuring charges
    
    
    (71
    )
    
    
    1,717
    
    
    
    789
    
    
    
    4,022Total special charges
    
    $
    (71
    )
    
    $
    4,582
    
    
    $
    789
    
    
    $
    6,887
 Asset Impairments
  Restructuring Charges
 Mindspeed First Quarter Fiscal 2010 Restructuring Plan 
  21




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##### Table of Contents



Workforce
    
    
    Facility andReductions
    
    
    Other
    
    
    TotalCharged to costs and expenses
    
    $
    287
    
    
    $
    573
    
    
    $
    860Cash payments
    
    
    (195
    )
    
    
    (384
    )
    
    
    (579
    )Non-cash charges/(credits)
    
    
    (71
    )
    
    
    
    
    
    
    (71
    )Restructuring balance, April 2, 2010
    
    $
    21
    
    
    $
    189
    
    
    $
    210
  Mindspeed Second Quarter Fiscal 2009 Restructuring Plan 
  Workforce
    
    
    Facility andReductions
    
    
    Other
    
    
    TotalRestructuring balance, October 2, 2009
    
    $
    78
    
    
    $
    
    
    
    $
    78Cash payments
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )Restructuring balance, April 2, 2010
    
    $
    53
    
    
    $
    
    
    
    $
    53
  Mindspeed First Quarter Fiscal 2009 Restructuring Plan 
  Workforce
    
    
    FacilityReductions
    
    
    and Other
    
    
    TotalRestructuring balance, October 2, 2009
    
    $
    287
    
    
    $
    86
    
    
    $
    373Cash payments
    
    
    (82
    )
    
    
    (80
    )
    
    
    (162
    )Restructuring balance, April 2, 2010
    
    $
    205
    
    
    $
    6
    
    
    $
    211
   22




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##### Table of Contents



Fiscal 2006 and 2007 Mindspeed Restructuring Plans 
 8. Related Party Transactions
  9. Subsequent Events
   23




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
   
    
    packet processing in high-speed multiservice access applications, including advanced
VoIP and triple-play (voice, data and video) service delivery;
 
    
    high-speed analog transmission and switching for next-generation optical networking,
enterprise storage and broadcast video transmission applications, with difficult switching,
timing and synchronization requirements; and
 
    
    WAN communications over the public switched telephone network, which furnishes much of
the Internets underlying long-distance infrastructure.
  Trends and Factors Affecting Our Business
   24




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25




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##### Table of Contents



Critical Accounting Policies and Estimates
  Inventories
    Stock-Based Compensation
  26




---



##### Table of Contents



Revenue Recognition
      27




---



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Deferred Income Taxes and Uncertain Tax Positions
 Impairment of Long-Lived Assets
 Recent Accounting Pronouncements
   .
  28




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##### Table of Contents



Results of Operations
 Net Revenues
  Three months ended
    
    
    Six months endedApril 2,
    
    
    
    
    
    
    April 3,
    
    
    April 2,
    
    
    
    
    
    
    April 3,($ in millions)
    
    2010
    
    
    Change
    
    
    2009
    
    
    2010
    
    
    Change
    
    
    2009Multiservice access DSP products
    
    $
    16.2
    
    
    
    50
    %
    
    $
    10.8
    
    
    $
    30.1
    
    
    
    39
    %
    
    $
    21.6High-performance analog products
    
    
    13.5
    
    
    
    67
    %
    
    
    8.1
    
    
    
    25.1
    
    
    
    34
    %
    
    
    18.7WAN communications products
    
    
    10.6
    
    
    
    39
    %
    
    
    7.6
    
    
    
    22.1
    
    
    
    58
    %
    
    
    14.0Intellectual property
    
    
    
    
    
    
    (100
    )%
    
    
    2.0
    
    
    
    
    
    
    
    (100
    )%
    
    
    5.0Net revenues
    
    $
    40.3
    
    
    
    41
    %
    
    $
    28.5
    
    
    $
    77.3
    
    
    
    30
    %
    
    $
    59.3
   29




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##### Table of Contents



Gross Margin
 Three months ended
    
    
    Six months endedApril 2,
    
    
    
    
    
    
    April 3,
    
    
    April 2,
    
    
    
    
    
    
    April 3,($ in millions)
    
    2010
    
    
    Change
    
    
    2009
    
    
    2010
    
    
    Change
    
    
    2009Gross margin
    
    $
    25.9
    
    
    
    85
    %
    
    $
    14.0
    
    
    $
    49.5
    
    
    
    41
    %
    
    $
    35.0Percent of net revenues
    
    
    64
    %
    
    
    
    
    
    
    49
    %
    
    
    64
    %
    
    
    
    
    
    
    59
    %
    30




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##### Table of Contents



Research and Development
 Three months ended
    
    
    Six months endedApril 2,
    
    
    
    
    
    
    April 3,
    
    
    April 2,
    
    
    
    
    
    
    April 3,($ in millions)
    
    2010
    
    
    Change
    
    
    2009
    
    
    2010
    
    
    Change
    
    
    2009Research and development
    
    $
    12.2
    
    
    
    (7
    )%
    
    $
    13.1
    
    
    $
    24.8
    
    
    
    (6
    )%
    
    $
    26.4Percent of net revenues
    
    
    30
    %
    
    
    
    
    
    
    46
    %
    
    
    32
    %
    
    
    
    
    
    
    45
    %
   Selling, General and Administrative
 Three months ended
    
    
    Six months endedApril 2,
    
    
    
    
    
    
    April 3,
    
    
    April 2,
    
    
    
    
    
    
    April 3,($ in millions)
    
    2010
    
    
    Change
    
    
    2009
    
    
    2010
    
    
    Change
    
    
    2009Selling, general and administrative
    
    $
    10.4
    
    
    
    (3
    )%
    
    $
    10.7
    
    
    $
    20.0
    
    
    
    (8
    )%
    
    $
    21.8Percent of net revenues
    
    
    26
    %
    
    
    
    
    
    
    38
    %
    
    
    26
    %
    
    
    
    
    
    
    37
    %
    31




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##### Table of Contents



Special Charges
  Three months ended
    
    
    Six months endedApril 2,
    
    
    April 3,
    
    
    April 2,
    
    
    April 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Asset impairments
    
    $
    
    
    
    $
    2,865
    
    
    $
    
    
    
    $
    2,865Restructuring charges
    
    
    (71
    )
    
    
    1,717
    
    
    
    789
    
    
    
    4,022Total special charges
    
    $
    (71
    )
    
    $
    4,582
    
    
    $
    789
    
    
    $
    6,887
 Asset Impairments
   Restructuring Charges
 Mindspeed First Quarter of Fiscal 2010 Restructuring Plan 
  Workforce
    
    
    Facility andReductions
    
    
    Other
    
    
    TotalCharged to costs and expenses
    
    $
    287
    
    
    $
    573
    
    
    $
    860Cash payments
    
    
    (195
    )
    
    
    (384
    )
    
    
    (579
    )Non-cash charges/(credits)
    
    
    (71
    )
    
    
    
    
    
    
    (71
    )Restructuring balance, April 2, 2010
    
    $
    21
    
    
    $
    189
    
    
    $
    210
   32




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##### Table of Contents



Mindspeed Second Quarter of Fiscal 2009 Restructuring Plan 
  Workforce
    
    
    Facility andReductions
    
    
    Other
    
    
    TotalRestructuring balance, October 2, 2009
    
    $
    78
    
    
    $
    
    
    
    $
    78Cash payments
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )Restructuring balance, April 2, 2010
    
    $
    53
    
    
    $
    
    
    
    $
    53
  Mindspeed First Quarter Fiscal 2009 Restructuring Plan 
  Workforce
    
    
    FacilityReductions
    
    
    and Other
    
    
    TotalRestructuring balance, October 2, 2009
    
    $
    287
    
    
    $
    86
    
    
    $
    373Cash payments
    
    
    (82
    )
    
    
    (80
    )
    
    
    (162
    )Restructuring balance, April 2, 2010
    
    $
    205
    
    
    $
    6
    
    
    $
    211
  Fiscal 2006 and 2007 Mindspeed Restructuring Plans 
 Interest Expense
 Three months ended
    
    
    Six months endedApril 2,
    
    
    April 3,
    
    
    April 2,
    
    
    April 3,($ in thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Interest expense
    
    $
    (394
    )
    
    $
    (675
    )
    
    $
    (1,024
    )
    
    $
    (1,588
    )
   33




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##### Table of Contents



Other Income, Net
 Three months ended
    
    
    Six months endedApril 2,
    
    
    April 3,
    
    
    April 2,
    
    
    April 3,($ in thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Other income, net
    
    $
    196
    
    
    $
    415
    
    
    $
    201
    
    
    $
    1,457
   Provision for Income Taxes
  Liquidity and Capital Resources
   34




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35




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##### Table of Contents



Revolving Credit Facility and Convertible Senior Notes
 Revolving Credit Facility
    3.75% Convertible Senior Notes due 2009
   6.50% Convertible Senior Notes due 2013
    36




---



##### Table of Contents



Conexant Warrant
    37




---



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Contractual Obligations
   Off-Balance Sheet Arrangements
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
   38




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##### Table of Contents



Foreign Exchange Risk
   
 ITEM 4.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1A.
    
    RISK FACTORS
    39




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Our operating results are subject to substantial quarterly and annual fluctuations.
  
    
    changes in end-user demand for the products manufactured and sold by our customers;
    
    the effects of competitive pricing pressures, including decreases in average selling prices of our
products;
    
    the gain or loss of significant customers;
    
    market acceptance of our products and our customers products;
    
    our ability to develop, introduce, market and support new products and technologies on a timely basis;
    
    intellectual property disputes;
    
    the timing of receipt, reduction or cancellation of significant orders by customers;
    
    fluctuations in the levels of component inventories held by our customers and changes in our
customers inventory management practices;
    
    shifts in our product mix and the effect of maturing products;
    
    availability and cost of products from our suppliers;
    
    the timing and extent of product development costs;
    
    new product and technology introductions by us or our competitors;
    
    fluctuations in manufacturing yields; and
    
    significant warranty claims, including those not covered by our suppliers.
  Our operating results may be adversely impacted by worldwide political and economic uncertainties
and specific conditions in the markets we address, including the cyclical nature of and volatility
in the semiconductor industry. As a result, the market price of our common stock may decline.
   40




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The price of our common stock may fluctuate significantly.
  
    
    our operating and financial performance and prospects, including our ability to sustain the
profitability we achieved in the second quarter of fiscal 2010;
    
    the depth and liquidity of the market for our common stock which can impact, among other things,
the volatility of our stock price and the availability of market participants to borrow shares;
    
    investor perception of us and the industry in which we operate;
    
    the level of research coverage of our common stock;
    
    changes in earnings estimates or buy/sell recommendations by analysts;
    
    the issuance and sale of additional shares of common stock;
    
    general financial and other market conditions; and
    
    domestic and international economic conditions.
   41




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##### Table of Contents



We are entirely dependent upon third parties for the manufacture of our products and are vulnerable
to their capacity constraints during times of increasing demand for semiconductor products.
   
    
    the lack of assured supply, potential shortages and higher prices;
    
    the effects of disputes or litigation involving our third-party foundries;
    
    increased lead times;
    
    limited control over delivery schedules, manufacturing yields, production costs and product
quality; and
    
    the unavailability of, or delays in obtaining, products or access to key process technologies.
      42




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##### Table of Contents



We have substantial cash requirements to fund our operations, research and development efforts and
capital expenditures. Our capital resources are limited and capital needed for our business may not
be available when we need it.
  The loss of one or more key customers or distributors, or the diminished demand for our products
from a key customer could significantly reduce our revenues and profits.
  We may not be able to attract and retain qualified personnel necessary for the design, development,
sale and support of our products. Our success could be negatively affected if key personnel leave.
    43




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We are subject to the risks of doing business internationally.
  
    
    currency exchange rate fluctuations;
    
    local economic and political conditions;
    
    disruptions of capital and trading markets;
    
    accounts receivable collection and longer payment cycles;
    
    wage inflation;
    
    difficulties in staffing and managing foreign operations;
    
    potential hostilities and changes in diplomatic and trade relationships;
    
    restrictive governmental actions (such as restrictions on the transfer or repatriation of funds
and trade protection measures, including export duties and quotas and customs duties and tariffs);
    
    changes in legal or regulatory requirements;
    
    difficulty in obtaining distribution and support;
    
    the laws and policies of the U.S. and other countries affecting trade, foreign investment and
loans and import or export licensing requirements;
    
    existing or future environmental laws and regulations governing, among other things, air emissions,
wastewater
discharges, the contents of our products, the use, handling and disposal of hazardous substances
and wastes, soil and groundwater contamination and employee health and safety;
    
    tax laws;
    
    limitations on our ability under local laws to protect our intellectual property;
  44




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##### Table of Contents




    
    cultural differences in the conduct of business; and
    
    natural disasters, acts of terrorism and war.
   We are subject to intense competition.
   
    
    stronger financial position and liquidity;
    
    longer, or stronger, presence in key markets;
    
    greater name recognition;
    
    more secure supply chain;
    
    lower cost alternatives to our products;
    
    access to larger customer bases; and
    
    significantly greater sales and marketing, manufacturing, distribution, technical and other resources.
    45




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##### Table of Contents



Our success depends on our ability to develop competitive new products in a timely manner and keep
abreast of the rapid technological changes in our market.
   
    
    our ability to anticipate customer and market requirements and changes in technology and industry
standards;
    
    our ability to accurately define new products;
    
    our ability to complete development of new products, and bring our products to market, on a
timely basis;
    
    our ability to differentiate our products from offerings of our competitors; and
    
    overall market acceptance of our products.
   Uncertainties involving the ordering and shipment of our products could adversely affect our
business.
    46




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If network infrastructure OEMs do not design our products into their equipment, we will be unable
to sell those products. Moreover, a design win from a customer does not guarantee future sales to
that customer.
  Because of the lengthy sales cycles of many of our products, we may incur significant expenses
before we generate any revenues related to those products.
  We may be subject to claims, or we may be required to defend and indemnify customers against
claims, of infringement of third-party intellectual property rights or demands that we, or our
customers, license third-party technology, which could result in significant expense.
   
    
    pay substantial damages for past, present and future use of the infringing technology;
    
    cease the manufacture, use or sale of infringing products;
    
    discontinue the use of infringing technology;
    
    expend significant resources to develop non-infringing technology;
    
    pay substantial damages to our customers or end users to discontinue use or replace infringing
technology with non-infringing technology;
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
    
    license technology from the third party claiming infringement, which license may not be available
on commercially reasonable terms, or at all; or
    
    relinquish intellectual property rights associated with one or more of our patent claims, if such claims
are held invalid or otherwise unenforceable.
  If we are not successful in protecting our intellectual property rights, it may harm our ability to
compete.
  
    
    the steps we take to prevent misappropriation or infringement of our intellectual property
may not be successful;
    
    any existing or future patents may be challenged, invalidated or circumvented; or
    
    the measures described above may not provide meaningful protection.
  The complexity of our products may lead to errors, defects and bugs, which could subject us to
significant costs or damages and adversely affect market acceptance of our products.
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We may make business acquisitions or investments, which involve significant risk.
  
    
    issuances of equity securities dilutive to our existing stockholders;
    
    substantial cash payments;
    
    the incurrence of substantial debt and assumption of unknown liabilities;
    
    large one-time write-offs;
    
    amortization expenses related to intangible assets;
    
    ability to use our net operating loss carryforwards;
    
    the diversion of managements attention from other business concerns; and
    
    the potential loss of key employees, customers and suppliers of the acquired business.
   Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be
limited.
  Our results of operations could vary as a result of the methods, estimates and judgments we use in
applying our accounting policies.
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Substantial sales of the shares of our common stock issuable upon conversion of our convertible
senior notes or exercise of the warrant issued to Conexant could adversely affect our stock price
or our ability to raise additional financing in the public capital markets.
  Antidilution and other provisions in the warrant issued to Conexant may also adversely affect our
stock price or our ability to raise additional financing.
   Some of our directors and executive officers may have potential conflicts of interest because of
their positions with Conexant or their ownership of Conexant common stock.
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Provisions in our organizational documents and stockholders rights agreements and Delaware law will
make it more difficult for someone to acquire control of us.
  
    
    the division of our board of directors into three classes to be elected on a staggered basis, one class
each year;
    
    the exclusive responsibility of the board of directors to fill vacancies on the board of directors;
    
    the ability of our board of directors to issue shares of our preferred stock in one or more
series without further authorization of our stockholders;
    
    a prohibition on stockholder action by written consent;
    
    a requirement that stockholders provide advance notice of any stockholder nominations of directors
or any proposal of new business to be considered at any meeting of stockholders;
    
    a requirement that a supermajority vote be obtained to remove a director for cause or to amend
or repeal certain provisions of our restated certificate of incorporation or amended and restated bylaws;
    
    elimination of the right of stockholders to call a special meeting of stockholders; and
    
    a fair price provision.
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ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Issuer Purchases of Equity Securities
 Maximum Number (orTotal Number of
    
    
    Approximate DollarShares (or Units)
    
    
    Value) of Shares (orTotal Number of
    
    
    Average Price
    
    
    Purchased as Part of
    
    
    Units) that May Yet BeShares (or Units)
    
    
    Paid per Share
    
    
    Publicly Announced
    
    
    Purchased Under thePurchased
    
    
    (or Unit)
    
    
    Plans or Programs
    
    
    Plans or ProgramsJanuary 2,
2010 to January 29,
2010
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    January 30, 2010 to
February 26, 2010
    
    
    20,825
    (a)
    
    
    7.91
    
    
    
    
    
    
    
    February 27, 2010
to April 2, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,825
    
    
    $
    7.91
    
    
    
    
    
    
    
    
 
 (a)
    
    Represents shares of our common stock withheld from, or delivered by, employees in order to
satisfy applicable tax withholding obligations in connection with the vesting of restricted
stock. These repurchases were not made pursuant to any publicly announced plan or program.  52




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ITEM 6.
    
    EXHIBITS
 1.1
    
    Underwriting Agreement, dated as of March 3, 2010, by and between the Registrant and Thomas Weisel
Partners LLC, as representative of the underwriters named on Schedule I thereto, filed as Exhibit
1.1 to the Registrants Current Report on Form 8-K dated March 3, 2010, is incorporated herein by
reference (SEC File No. 001-31650).3.1
    
    Restated Certificate of Incorporation of the Registrant, filed as Exhibit 4.1 to the Registrants
Registration Statement on Form S-3 (Registration Statement No. 333-106146), is incorporated herein
by reference.3.2
    
    Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, filed as
Exhibit 3.1 to the Registrants Current Report on Form 8-K dated July 1, 2008, is incorporated
herein by reference (SEC File No. 001-31650).3.3
    
    Certificate of Designation of Series B Junior Participating Preferred Stock, filed as Exhibit 3.1
to the Registrants Current Report on Form 8-K filed on August 10, 2009, is incorporated herein by
reference (SEC File No. 001-31650).3.4
    
    Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.2 to the Registrants Annual
Report on Form 10-K for the year ended September 30, 2005, is incorporated herein by reference
(SEC File No. 000-50499).4.1
    
    Specimen Certificate for the Registrants Common Stock, par value $.01 per share, filed as Exhibit
4.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2008,
is incorporated herein by reference (SEC File No. 001-31650).4.2
    
    Rights Agreement dated as of June 26, 2003, by and between the Registrant and Mellon Investor
Services LLC, as Rights Agent, filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K
dated July 1, 2003, is incorporated herein by reference (SEC File No. 001-31650).4.3
    
    First Amendment to Rights Agreement, dated as of December 6, 2004, by and between the Registrant
and Mellon Investor Services LLC, filed as Exhibit 4.4 to the Registrants Current Report on Form
8-K dated December 2, 2004, is incorporated herein by reference (SEC File No. 001-31650).4.4
    
    Second Amendment to Rights Agreement, dated as of June 16, 2008, by and between the Registrant and
Mellon Investor Services LLC, filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K
dated June 11, 2008, is incorporated herein by reference (SEC File No. 000-50499).4.5
    
    Section 382 Rights Agreement, dated as of August 9, 2009, between the Registrant and Mellon
Investor Services LLC, filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K dated
August 10, 2009, is incorporated herein by reference (SEC File No. 001-31650).4.6
    
    Common Stock Purchase Warrant dated June 27, 2003, issued by the Registrant to Conexant Systems,
Inc., filed as Exhibit 4.5 to the Registrants Registration Statement on Form S-3 (Registration
Statement No. 333-109523), is incorporated herein by reference.4.7
    
    Registration Rights Agreement dated as of June 27, 2003 by and between the Registrant and Conexant
Systems, Inc., filed as Exhibit 4.6 to the Registrants Registration Statement on Form S-3
(Registration Statement No. 333-109523), is incorporated herein by reference.4.8
    
    Indenture, dated as of August 1, 2008, between the Registrant and Wells Fargo Bank, N.A., filed as
Exhibit 4.1 to the Registrants Current Report on Form 8-K dated August 4, 2008, is incorporated
herein by reference (SEC File No. 001-31650).4.9
    
    Form of 6.50% Convertible Senior Notes due 2013, attached as Exhibit A to the Indenture (Exhibit
4.9 hereto), is incorporated herein by reference.*10.1
    
    Mindspeed Technologies, Inc. Directors Stock Plan, as amended and restated, filed as Exhibit 10.1
to the Registrants Current Report on Form 8-K dated March 10, 2010, is incorporated herein by
reference (SEC File No. 001-31650).*10.2
    
    Mindspeed Technologies, Inc. Employee Stock Purchase Plan, filed as Exhibit 10.2 to the
Registrants Current Report on Form 8-K dated March 10, 2010, is incorporated herein by reference
(SEC File No. 001-31650).
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*10.3
    
    Unrestricted Stock Terms and Conditions under the Mindspeed Technologies, Inc. 2003 Long-Term
Incentives Plan, filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K dated March
10, 2010, is incorporated herein by reference (SEC File No. 001-31650).*10.4
    
    Form of Unrestricted Stock Award under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives
Plan, filed as Exhibit 10.4 to the Registrants Current Report on Form 8-K dated March 10, 2010,
is incorporated herein by reference (SEC File No. 001-31650).10.5
    
    Lease, dated March 23, 2010, by and between the Registrant and 4000 MacArthur L.P.31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management contract or compensatory plan or arrangement.  54




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SIGNATURE
  MINDSPEED TECHNOLOGIES, INC.
(Registrant)Date: May 11, 2010
    By
    /s/ BRET W. JOHNSENBret W. JohnsenSenior Vice President, Chief Financial Officer
and Treasurer
(principal financial and accounting officer)  55




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EXHIBIT INDEX
 10.5
    
    
    Lease, dated March 23, 2010, by and between the Registrant and 4000 MacArthur L.P.31.1
    
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.