##### Table of Contents



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 July 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
    
    01-0616769(State of incorporation)
    
    (I.R.S. EmployerIdentification 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 o þ




---



##### Table of Contents



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;
    
    the continuation of intense price and product competition, and the resulting declining
average selling prices for our products;
    
    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 increasing 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;
    
    our expectation that our provision for income taxes for fiscal 2010 will principally
consist of income taxes related to our foreign operations and amounts related to the
alternative minimum tax in the U.S.;
    
    our expectations with respect to our recognition of income tax benefits in the future;
    
    our restructuring plans, including timing, expected workforce reductions, the expected
cost savings under our restructuring plans and the uses of those savings, the timing and
amount of payments, the impact on our business, the amounts of future charges to complete
our restructuring plans, including any future plans to reduce operating expenses and/or
increase revenues;
  2




---



##### Table of Contents




    
    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;
    
    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, and the challenges associated with such
expansion;
    
    our expectations regarding the cyclical nature of the semiconductor industry;
    
    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;
    
    constraints in the supply of wafers and other product components from our third-party
manufacturers;
    
    fluctuations in the price of our common stock;
    
    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;
    
    lengthy sales cycles;
    
    order and shipment uncertainty;
    
    our ability to obtain design wins and develop revenues from them;
    
    the expense of and our ability to defend our intellectual property against infringement
claims by others;
    
    product defects and bugs;
  3




---



##### Table of Contents




    
    business acquisitions and investments; and
    
    our ability to utilize our net operating loss carryforwards and certain other tax
attributes.
    4




---



##### 



MINDSPEED TECHNOLOGIES, INC.
 INDEX
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited):Consolidated Condensed Balance Sheets  July 2, 2010 and October 2, 2009
    
    
    7Consolidated Condensed Statements of Operations  Three Months and Nine Months Ended
July 2, 2010 and July 3, 2009
    
    
    8Consolidated Condensed Statements of Cash Flows  Nine Months Ended July 2, 2010 and
July 3, 2009
    
    
    9Notes to Consolidated Condensed Financial Statements
    
    
    10Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39Item 4. Controls and Procedures
    
    
    40PART II. OTHER INFORMATIONItem 1A. Risk Factors
    
    
    40Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    52Item 6. Exhibits
    
    
    53Signature
    
    
    55Exhibit 10.1Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   5




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 MINDSPEED TECHNOLOGIES, INC.
 
 Consolidated Condensed Balance Sheets
(unaudited, in thousands, except per share amounts)
 July 2,
    
    
    October 2,2010
    
    
    2009As Adjusted-Note 5ASSETSCurrent AssetsCash and cash equivalents
    
    $
    34,107
    
    
    $
    20,891Receivables, net of allowance for doubtful
accounts of $189 and $144 at July 2, 2010
and October 2, 2009, respectively
    
    
    18,507
    
    
    
    7,662Inventories
    
    
    9,393
    
    
    
    10,902Deferred tax assets  current
    
    
    1,220
    
    
    
    1,574Prepaid expenses and other current assets
    
    
    2,461
    
    
    
    2,529Total current assets
    
    
    65,688
    
    
    
    43,558Property, plant and equipment, net
    
    
    12,424
    
    
    
    11,018License agreements, net
    
    
    6,613
    
    
    
    6,505Other assets
    
    
    1,160
    
    
    
    1,382Total assets
    
    $
    85,885
    
    
    $
    62,463LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    9,817
    
    
    $
    6,338Accrued compensation and benefits
    
    
    5,886
    
    
    
    5,788Accrued income tax
    
    
    229
    
    
    
    525Deferred income on sales to distributors
    
    
    3,672
    
    
    
    2,604Deferred revenue
    
    
    813
    
    
    
    1,106Restructuring
    
    
    60
    
    
    
    448Convertible senior notes  short term
    
    
    
    
    
    
    10,349Other current liabilities
    
    
    3,081
    
    
    
    2,177Total current liabilities
    
    
    23,558
    
    
    
    29,335Convertible senior notes  long term
    
    
    13,710
    
    
    
    13,415Other liabilities
    
    
    1,512
    
    
    
    823Total liabilities
    
    
    38,780
    
    
    
    43,573Commitments and contingencies (Note 6)
    
    
    
    
    
    
    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; 32,186 (July 2, 2010)
and 28,756 (October 2, 2009) issued and
outstanding shares
    
    
    322
    
    
    
    288Additional paid-in capital
    
    
    317,437
    
    
    
    296,333Accumulated deficit
    
    
    (255,020
    )
    
    
    (262,863
    )Accumulated other comprehensive loss
    
    
    (15,634
    )
    
    
    (14,868
    )Total stockholders equity
    
    
    47,105
    
    
    
    18,890Total liabilities and stockholders equity
    
    $
    85,885
    
    
    $
    62,463
 See
accompanying notes to consolidated condensed financial statements.  7




---



##### Table of Contents



MINDSPEED TECHNOLOGIES, INC.
 
 Consolidated Condensed Statements of Operations
(unaudited, in thousands, except per share amounts)
 Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2010
    
    
    2009
    
    
    2010
    
    
    2009As Adjusted-
    
    
    
    
    
    As Adjusted-Note 5
    
    
    
    
    
    Note 5Net revenues:Products
    
    $
    43,281
    
    
    $
    32,545
    
    
    $
    120,560
    
    
    $
    86,809Intellectual property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000Total net revenues
    
    
    43,281
    
    
    
    32,545
    
    
    
    120,560
    
    
    
    91,809Cost of goods sold (including
impairments and other charges of
$3,667 in the nine months ended July
3, 2009)
    
    
    15,501
    
    
    
    12,618
    
    
    
    43,297
    
    
    
    36,897Gross margin
    
    
    27,780
    
    
    
    19,927
    
    
    
    77,263
    
    
    
    54,912Operating expenses:Research and development
    
    
    12,731
    
    
    
    12,097
    
    
    
    37,540
    
    
    
    38,541Selling, general and administrative
    
    
    10,190
    
    
    
    9,880
    
    
    
    30,215
    
    
    
    31,705Special charges
    
    
    (184
    )
    
    
    9
    
    
    
    605
    
    
    
    6,896Total operating expenses
    
    
    22,737
    
    
    
    21,986
    
    
    
    68,360
    
    
    
    77,142Operating income/(loss)
    
    
    5,043
    
    
    
    (2,059
    )
    
    
    8,903
    
    
    
    (22,230
    )Interest expense
    
    
    (396
    )
    
    
    (749
    )
    
    
    (1,420
    )
    
    
    (2,337
    )Other income/(expense), net
    
    
    323
    
    
    
    (285
    )
    
    
    525
    
    
    
    1,172Income/(loss) before income taxes
    
    
    4,970
    
    
    
    (3,093
    )
    
    
    8,008
    
    
    
    (23,395
    )Provision for income taxes
    
    
    106
    
    
    
    127
    
    
    
    165
    
    
    
    389Net income/(loss)
    
    $
    4,864
    
    
    $
    (3,220
    )
    
    $
    7,843
    
    
    $
    (23,784
    )Net income/(loss) per share:Basic
    
    $
    0.15
    
    
    $
    (0.14
    )
    
    $
    0.26
    
    
    $
    (1.01
    )Diluted
    
    $
    0.15
    
    
    $
    (0.14
    )
    
    $
    0.25
    
    
    $
    (1.01
    )Weighted-average number of shares
used in per share computation:Basic
    
    
    31,481
    
    
    
    23,619
    
    
    
    29,781
    
    
    
    23,533Diluted
    
    
    36,075
    
    
    
    23,619
    
    
    
    30,942
    
    
    
    23,533
   8




---



##### Table of Contents



MINDSPEED TECHNOLOGIES, INC.
 
 Consolidated Condensed Statements of Cash Flows
(unaudited, in thousands)
 Nine months endedJuly 2,
    
    
    July 3,2010
    
    
    2009As Adjusted-Note 5Cash Flows From Operating ActivitiesNet income/(loss)
    
    $
    7,843
    
    
    $
    (23,784
    )Adjustments to reconcile net income/(loss) to net cash
provided by/(used in) operating activities:Depreciation and amortization
    
    
    4,568
    
    
    
    4,582Asset impairments
    
    
    
    
    
    
    5,498Special charges
    
    
    605
    
    
    
    4,031Stock-based compensation
    
    
    3,165
    
    
    
    2,196Inventory provisions
    
    
    1,417
    
    
    
    1,279Gain on debt extinguishment
    
    
    
    
    
    
    (1,121
    )Amortization of debt discount on convertible senior notes
    
    
    446
    
    
    
    1,117Other non-cash items, net
    
    
    346
    
    
    
    103Changes in assets and liabilities:Receivables
    
    
    (10,881
    )
    
    
    6,277Inventories
    
    
    92
    
    
    
    3,384Accounts payable
    
    
    3,070
    
    
    
    (4,746
    )Deferred income on sales to distributors
    
    
    1,068
    
    
    
    (2,030
    )Restructuring
    
    
    (1,005
    )
    
    
    (2,825
    )Accrued expenses and other current liabilities
    
    
    384
    
    
    
    (2,615
    )Other
    
    
    (633
    )
    
    
    1,002Net cash provided by/(used in) operating activities
    
    
    10,485
    
    
    
    (7,652
    )Cash Flows From Investing ActivitiesCapital expenditures
    
    
    (4,945
    )
    
    
    (5,932
    )Net cash used in investing activities
    
    
    (4,945
    )
    
    
    (5,932
    )Cash Flows From Financing ActivitiesGross proceeds from sale of equity
    
    
    18,300
    
    
    
    Offering costs from sale of equity
    
    
    (1,307
    )
    
    
    Retirement of convertible debt
    
    
    (10,500
    )
    
    
    (17,320
    )Payments made on capital lease obligations
    
    
    (380
    )
    
    
    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
    
    
    1,470
    
    
    
    Net cash provided by/(used in) financing activities
    
    
    7,583
    
    
    
    (17,576
    )Effect of foreign currency exchange rates on cash
    
    
    93
    
    
    
    (2
    )Net increase/(decrease) in cash and cash equivalents
    
    
    13,216
    
    
    
    (31,162
    )Cash and cash equivalents at beginning of period
    
    
    20,891
    
    
    
    43,033Cash and cash equivalents at end of period
    
    $
    34,107
    
    
    $
    11,871
   9




---



##### Table of Contents



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




---



##### Table of Contents



Income Taxes
 Per Share Information
 Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Earnings per share   basicNet income/(loss)
    
    $
    4,864
    
    
    $
    (3,220
    )
    
    $
    7,843
    
    
    $
    (23,784
    )Basic weighted average common shares outstanding
    
    
    31,481
    
    
    
    23,619
    
    
    
    29,781
    
    
    
    23,533Earnings per share  basic
    
    $
    0.15
    
    
    $
    (0.14
    )
    
    
    0.26
    
    
    
    (1.01
    )Earnings per share   dilutedNet income/(loss)
    
    $
    4,864
    
    
    $
    (3,220
    )
    
    $
    7,843
    
    
    $
    (23,784
    )Add: Interest expense on convertible notes, net of tax
    
    
    375
    
    
    
    
    
    
    
    
    
    
    
    Net income, adjusted
    
    $
    5,239
    
    
    $
    (3,220
    )
    
    $
    7,843
    
    
    $
    (23,784
    )Basic weighted average common shares outstanding
    
    
    31,481
    
    
    
    23,619
    
    
    
    29,781
    
    
    
    23,533Effect of dilutive securities:Convertible senior notes
    
    
    3,165
    
    
    
    
    
    
    
    
    
    
    
    Dilutive stock awards
    
    
    1,411
    
    
    
    
    
    
    
    1,161
    
    
    
    Dilutive employee stock purchase plan shares
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    Diluted weighted average common shares outstanding
    
    
    36,075
    
    
    
    23,619
    
    
    
    30,942
    
    
    
    23,533Earnings per share   diluted
    
    $
    0.15
    
    
    $
    (0.14
    )
    
    
    0.25
    
    
    
    (1.01
    )
  11




---



##### Table of Contents



Concentrations 
  Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Customer A
    
    
    15
    %
    
    
    10
    %
    
    
    17
    %
    
    
    15
    %Customer B
    
    
    19
    %
    
    
    14
    %
    
    
    15
    %
    
    
    13
    %Customer C
    
    
    13
    %
    
    
    19
    %
    
    
    11
    %
    
    
    12
    %Customer D
    
    
    6
    %
    
    
    18
    %
    
    
    8
    %
    
    
    14
    %
  July 2,
    
    
    October 2,2010
    
    
    2009Customer A
    
    
    11
    %
    
    
    19
    %Customer B
    
    
    18
    %
    
    
    10
    %Customer C
    
    
    19
    %
    
    
    6
    %Customer E
    
    
    10
    %
    
    
    5
    %Customer F
    
    
    4
    %
    
    
    10
    %
 Supplemental Cash Flow Information
  12




---



##### Table of Contents



2. Supplemental Financial Statement Data
 Inventories
  July 2,
    
    
    October 2,2010
    
    
    2009Work-in-process
    
    $
    4,619
    
    
    $
    4,124Finished goods
    
    
    4,774
    
    
    
    6,778Total inventories
    
    $
    9,393
    
    
    $
    10,902
  Deferred Income on Shipments to Distributors
  July 2,
    
    
    October 2,2010
    
    
    2009Deferred revenue on shipments to distributors
    
    $
    4,052
    
    
    $
    2,984Deferred cost of inventory on shipments to distributors
    
    
    (422
    )
    
    
    (422
    )Reserves
    
    
    42
    
    
    
    42Deferred income on sales to distributors
    
    $
    3,672
    
    
    $
    2,604
 Comprehensive Income/(Loss)
  Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2010
    
    
    2009
    
    
    2010
    
    
    2009As Adjusted-
    
    
    
    
    
    As Adjusted-Note 5
    
    
    
    
    
    Note 5Net income/(loss)
    
    $
    4,864
    
    
    $
    (3,220
    )
    
    $
    7,843
    
    
    $
    (23,784
    )Foreign currency translation adjustments, net of tax
    
    
    (444
    )
    
    
    331
    
    
    
    (767
    )
    
    
    (303
    )Comprehensive income/(loss)
    
    $
    4,420
    
    
    $
    (2,889
    )
    
    $
    7,076
    
    
    $
    (24,087
    )
   13




---



##### Table of Contents



Revenues by Product Line
  Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Communications convergence processing products
    
    $
    17,823
    
    
    $
    13,642
    
    
    $
    47,946
    
    
    $
    35,212High-performance analog products
    
    
    14,332
    
    
    
    9,998
    
    
    
    39,442
    
    
    
    28,679WAN communications products
    
    
    11,126
    
    
    
    8,905
    
    
    
    33,172
    
    
    
    22,918Intellectual property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000Total net revenues
    
    $
    43,281
    
    
    $
    32,545
    
    
    $
    120,560
    
    
    $
    91,809
 Revenues by Geographic Area
  Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Americas
    
    $
    10,472
    
    
    $
    6,989
    
    
    $
    26,978
    
    
    $
    28,042Asia-Pacific
    
    
    29,832
    
    
    
    23,192
    
    
    
    84,745
    
    
    
    54,389Europe, Middle East and Africa
    
    
    2,977
    
    
    
    2,364
    
    
    
    8,837
    
    
    
    9,378Total net revenues
    
    $
    43,281
    
    
    $
    32,545
    
    
    $
    120,560
    
    
    $
    91,809
  3. Fair Value Measurements
   
    
    Level 1uses unadjusted quoted prices that are available in active markets for
identical assets or liabilities. The Companys Level 1 assets include investments in money
market funds.
 
    
    Level 2uses inputs other than quoted prices included in Level 1 that are either
directly or indirectly observable through correlation with market data. These include
quoted prices for similar assets or liabilities in active markets; quoted prices for
identical or similar assets or liabilities in markets that are not active; and inputs to
valuation models or other pricing methodologies that do not require significant judgment
because the inputs used in the model, such as interest rates and volatility, can be
corroborated by readily observable market data. The Companys Level 2 liabilities include
convertible senior notes.
 
    
    Level 3uses one or more significant inputs that are unobservable and supported by
little or no market activity, and reflect the use of significant management judgment. Level
3 assets and liabilities include those whose fair value measurements are determined using
pricing models, discounted cash flow methodologies or similar valuation techniques and
significant management judgment or estimation. The Company does not have any assets or
liabilities that are valued using inputs identified under a Level 3 hierarchy.
  14




---



##### Table of Contents



Quoted Prices inActive Marketsfor Identical
    
    
    Total Fair ValueInstruments
    
    
    asJuly 2, 2010
    
    (Level 1)
    
    
    of July 2, 2010Assets:Cash
    
    $
    16,606
    
    
    $
    16,606Money market fund
    
    
    10,500
    
    
    
    10,500Government money market fund
    
    
    7,001
    
    
    
    7,001Total cash and cash equivalents
    
    $
    34,107
    
    
    $
    34,107
 Quoted Prices inActive Marketsfor Identical
    
    
    Total Fair ValueInstruments
    
    
    asOctober 2, 2009
    
    (Level 1)
    
    
    of October 2, 2009Assets:Cash
    
    $
    20,891
    
    
    $
    20,891Total cash and cash equivalents
    
    $
    20,891
    
    
    $
    20,891
 4. Stock-Based Compensation
     Nine months endedJuly 2,
    
    
    July 3,2010
    
    
    2009Weighted-average fair value of options granted
    
    $
    3.16
    
    
    $
    1.07Weighted-average assumptions:Expected option life
    
    2.8 years
    
    2.8 yearsRisk-free interest rate
    
    
    1.3
    %
    
    
    1.4
    %Expected volatility
    
    
    95
    %
    
    
    87
    %Dividend yield
    
    
    
    
    
    
    
   15




---



##### Table of Contents



Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Cost of goods sold
    
    $
    44
    
    
    $
    18
    
    
    $
    114
    
    
    $
    67Research and development
    
    
    216
    
    
    
    211
    
    
    
    721
    
    
    
    651Selling, general and administrative
    
    
    688
    
    
    
    473
    
    
    
    2,330
    
    
    
    1,478Total stock-based compensation expense
    
    $
    948
    
    
    $
    702
    
    
    $
    3,165
    
    
    $
    2,196
 Stock Compensation Plans
      16




---



##### Table of Contents



Stock Option Awards
   Weighted-AverageNumber
    
    
    Weighted-Average
    
    
    Remainingof Shares
    
    
    Exercise Price
    
    
    Contractual TermOutstanding at October 2, 2009
    
    
    3,128
    
    
    $
    6.48
    
    
    4.9 yearsGranted
    
    
    561
    
    
    
    5.41Exercised
    
    
    (433
    )
    
    
    3.40Forfeited or expired
    
    
    (289
    )
    
    
    10.39Outstanding at July 2, 2010
    
    
    2,967
    
    
    
    6.35
    
    
    5.0 yearsExercisable at end of period
    
    
    1,416
    
    
    $
    9.48
    
    
    3.1 years
   Stock Awards
    17




---



##### Table of Contents



Weighted-Number
    
    
    Averageof
    
    
    Grant DateShares
    
    
    Fair ValueNonvested shares at October 2, 2009
    
    
    371
    
    
    $
    4.50Granted
    
    
    731
    
    
    
    6.81Vested
    
    
    (327
    )
    
    
    4.71Forfeited
    
    
    (12
    )
    
    
    3.00Nonvested shares at July 2, 2010
    
    
    763
    
    
    $
    6.44
  5. Revolving Credit Facility and Convertible Senior Notes
 Revolving Credit Facility
   3.75% Convertible Senior Notes due 2009
     18




---



##### Table of Contents



6.50% Convertible Senior Notes due 2013
    Impact of Adoption of New Accounting Standard
    19




---



##### Table of Contents



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
 Consolidated Condensed Statement of Operations
    
    As PreviouslyThree months ended July 3, 2009 (in thousands)
    
    Reported
    
    
    Adjustment
    
    
    As AdjustedInterest expense
    
    $
    462
    
    
    $
    287
    
    
    $
    749Loss before income taxes
    
    
    (2,806
    )
    
    
    (287
    )
    
    
    (3,093
    )Net loss
    
    $
    (2,933
    )
    
    $
    (287
    )
    
    $
    (3,220
    )Net loss per share, basic and diluted
    
    $
    (0.12
    )
    
    $
    (0.02
    )
    
    $
    (0.14
    )Weighted average number of shares used in per
share calculation
    
    
    23,619
    
    
    
    
    
    
    
    23,619
 Consolidated Condensed Statement of Operations
    
    As PreviouslyNine months ended July 3, 2009 (in thousands)
    
    Reported
    
    
    Adjustment
    
    
    As AdjustedInterest expense
    
    $
    1,364
    
    
    $
    973
    
    
    $
    2,337Other income, net
    
    
    2,931
    
    
    
    (1,759
    )
    
    
    1,172Loss before income taxes
    
    
    (20,663
    )
    
    
    (2,732
    )
    
    
    (23,395
    )Net loss
    
    $
    (21,052
    )
    
    $
    (2,732
    )
    
    $
    (23,784
    )Net loss per share, basic and diluted
    
    $
    (0.89
    )
    
    $
    (0.12
    )
    
    $
    (1.01
    )Weighted average number of shares used in per
share calculation
    
    
    23,533
    
    
    
    
    
    
    
    23,533
  20




---



##### Table of Contents



Consolidated Condensed Statement of Cash Flows
    
    As PreviouslyNine months ended July 3, 2009 (in thousands)
    
    Reported
    
    
    Adjustment
    
    
    As AdjustedCash flows from operating activities:Net loss
    
    $
    (21,052
    )
    
    $
    (2,732
    )
    
    $
    (23,784
    )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
    
    
    
    
    
    
    1,117
    
    
    
    1,117Other non-cash items, net*
    
    
    247
    
    
    
    (144
    )
    
    
    103Net cash used in operating activities
    
    $
    (7,652
    )
    
    $
    
    
    
    $
    (7,652
    )
 *
    
    Includes the amortization of debt issuance costs  July 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
    
    
    1,290
    
    
    
    1,585Net carrying value of the liability component
    
    $
    13,710
    
    
    $
    13,415
  Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2010
    
    
    2009
    
    
    2010
    
    
    20093.75% convertible senior notesInterest expense   coupon
    
    $
    
    
    
    $
    98
    
    
    $
    48
    
    
    $
    334Interest expense   debt discount amortization
    
    
    
    
    
    
    243
    
    
    
    151
    
    
    
    831Total
    
    $
    
    
    
    $
    341
    
    
    $
    199
    
    
    $
    1,165Effective interest rate on the liability
component for the period
    
    
    
    
    
    
    12.99
    %
    
    
    14.68
    %
    
    
    13.19
    %6.50% convertible senior notesInterest expense   coupon
    
    $
    244
    
    
    $
    244
    
    
    $
    731
    
    
    $
    731Interest expense   debt discount amortization
    
    
    99
    
    
    
    96
    
    
    
    295
    
    
    
    286Total
    
    $
    343
    
    
    $
    340
    
    
    $
    1,026
    
    
    $
    1,017Effective interest rate on the liability
component for the period
    
    
    9.15
    %
    
    
    9.07
    %
    
    
    9.12
    %
    
    
    9.04
    %
 6. Commitments and Contingencies
   21




---



##### Table of Contents



7. Asset Impairments and Other Charges
    8. Special Charges
  Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Asset impairments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,865Restructuring charges
    
    
    (184
    )
    
    
    9
    
    
    
    605
    
    
    
    4,031Total special charges
    
    $
    (184
    )
    
    $
    9
    
    
    $
    605
    
    
    $
    6,896
  22




---



##### Table of Contents



Asset Impairments
  Restructuring Charges
 Mindspeed First Quarter Fiscal 2010 Restructuring Plan 
  Workforce
    
    
    Facility andReductions
    
    
    Other
    
    
    TotalCharged to costs and expenses
    
    $
    287
    
    
    $
    573
    
    
    $
    860Cash payments
    
    
    (225
    )
    
    
    (573
    )
    
    
    (798
    )Non-cash charges /(credits)
    
    
    (62
    )
    
    
    
    
    
    
    (62
    )Restructuring balance, July 2, 2010
    
    $
    
    
    
    $
    
    
    
    $
    
  Mindspeed Second Quarter Fiscal 2009 Restructuring Plan 
  Workforce
    
    
    Facility andReductions
    
    
    Other
    
    
    TotalRestructuring balance, October 2, 2009
    
    $
    78
    
    
    $
    
    
    
    $
    78Cash payments
    
    
    (30
    )
    
    
    
    
    
    
    (30
    )Non-cash charges /(credits)
    
    
    (23
    )
    
    
    
    
    
    
    (23
    )Restructuring balance, July 2, 2010
    
    $
    25
    
    
    $
    
    
    
    $
    25
  23




---



##### Table of Contents



Mindspeed First Quarter Fiscal 2009 Restructuring Plan 
  Workforce
    
    
    FacilityReductions
    
    
    and Other
    
    
    TotalRestructuring balance, October 2, 2009
    
    $
    287
    
    
    $
    86
    
    
    $
    373Cash payments
    
    
    (93
    )
    
    
    (80
    )
    
    
    (173
    )Non-cash charges /(credits)
    
    
    (159
    )
    
    
    (6
    )
    
    
    (165
    )Restructuring balance, July 2, 2010
    
    $
    35
    
    
    $
    
    
    
    $
    35
  9. Related Party Transactions
  10. Subsequent Events
    24




---



##### 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
   25




---



##### Table of Contents



26




---



##### Table of Contents



Critical Accounting Policies and Estimates
  Inventories
    Stock-Based Compensation
  27




---



##### Table of Contents



Revenue Recognition
      28




---



##### Table of Contents



Deferred Income Taxes and Uncertain Tax Positions
 Impairment of Long-Lived Assets
 Recent Accounting Pronouncements
   .
  29




---



##### Table of Contents



Results of Operations
 Net Revenues
  Three months ended
    
    
    Nine months endedJuly 2,
    
    
    
    
    
    
    July 3,
    
    
    July 2,
    
    
    
    
    
    
    July 3,($ in millions)
    
    2010
    
    
    Change
    
    
    2009
    
    
    2010
    
    
    Change
    
    
    2009Communications convergence processing products
    
    $
    17.8
    
    
    
    31
    %
    
    $
    13.6
    
    
    $
    47.9
    
    
    
    36
    %
    
    $
    35.2High-performance analog products
    
    
    14.4
    
    
    
    44
    %
    
    
    10.0
    
    
    
    39.5
    
    
    
    38
    %
    
    
    28.7WAN communications products
    
    
    11.1
    
    
    
    25
    %
    
    
    8.9
    
    
    
    33.2
    
    
    
    45
    %
    
    
    22.9Intellectual property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100
    )%
    
    
    5.0Net revenues
    
    $
    43.3
    
    
    
    33
    %
    
    $
    32.5
    
    
    $
    120.6
    
    
    
    31
    %
    
    $
    91.8
    30




---



##### Table of Contents



Gross Margin
 Three months ended
    
    
    Nine months endedJuly 2,
    
    
    
    
    
    
    July 3,
    
    
    July 2,
    
    
    
    
    
    
    July 3,($ in millions)
    
    2010
    
    
    Change
    
    
    2009
    
    
    2010
    
    
    Change
    
    
    2009Gross margin
    
    $
    27.8
    
    
    
    40
    %
    
    $
    19.9
    
    
    $
    77.3
    
    
    
    41
    %
    
    $
    54.9Percent of net revenues
    
    
    64
    %
    
    
    
    
    
    
    61
    %
    
    
    64
    %
    
    
    
    
    
    
    60
    %
      31




---



##### Table of Contents



Research and Development
 Three months ended
    
    
    Nine months endedJuly 2,
    
    
    
    
    
    
    July 3,
    
    
    July 2,
    
    
    
    
    
    
    July 3,($ in millions)
    
    2010
    
    
    Change
    
    
    2009
    
    
    2010
    
    
    Change
    
    
    2009Research and development
    
    $
    12.7
    
    
    
    5
    %
    
    $
    12.1
    
    
    $
    37.5
    
    
    
    (3
    )%
    
    $
    38.5Percent of net revenues
    
    
    29
    %
    
    
    
    
    
    
    37
    %
    
    
    31
    %
    
    
    
    
    
    
    42
    %
   Selling, General and Administrative
 Three months ended
    
    
    Nine months endedJuly 2,
    
    
    
    
    
    
    July 3,
    
    
    July 2,
    
    
    
    
    
    
    July 3,($ in millions)
    
    2010
    
    
    Change
    
    
    2009
    
    
    2010
    
    
    Change
    
    
    2009Selling, general and administrative
    
    $
    10.2
    
    
    
    3
    %
    
    $
    9.9
    
    
    $
    30.2
    
    
    
    (5
    )%
    
    $
    31.7Percent of net revenues
    
    
    24
    %
    
    
    
    
    
    
    30
    %
    
    
    25
    %
    
    
    
    
    
    
    35
    %
   Special Charges
  Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,2010
    
    
    2009
    
    
    2010
    
    
    2009Asset impairments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,865Restructuring charges
    
    
    (184
    )
    
    
    9
    
    
    
    605
    
    
    
    4,031Total special charges
    
    $
    (184
    )
    
    $
    9
    
    
    $
    605
    
    
    $
    6,896
  32




---



##### Table of Contents



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
    
    
    (225
    )
    
    
    (573
    )
    
    
    (798
    )Non-cash charges /(credits)
    
    
    (62
    )
    
    
    
    
    
    
    (62
    )Restructuring balance, July 2, 2010
    
    $
    
    
    
    $
    
    
    
    $
    
  Mindspeed Second Quarter of Fiscal 2009 Restructuring Plan 
  Workforce
    
    
    Facility andReductions
    
    
    Other
    
    
    TotalRestructuring balance, October 2, 2009
    
    $
    78
    
    
    $
    
    
    
    $
    78Cash payments
    
    
    (30
    )
    
    
    
    
    
    
    (30
    )Non-cash charges /(credits)
    
    
    (23
    )
    
    
    
    
    
    
    (23
    )Restructuring balance, July 2, 2010
    
    $
    25
    
    
    $
    
    
    
    $
    25
   33




---



##### Table of Contents



Mindspeed First Quarter Fiscal 2009 Restructuring Plan 
  Workforce
    
    
    FacilityReductions
    
    
    and Other
    
    
    TotalRestructuring balance, October 2, 2009
    
    $
    287
    
    
    $
    86
    
    
    $
    373Cash payments
    
    
    (93
    )
    
    
    (80
    )
    
    
    (173
    )Non-cash charges /(credits)
    
    
    (159
    )
    
    
    (6
    )
    
    
    (165
    )Restructuring balance, July 2, 2010
    
    $
    35
    
    
    $
    
    
    
    $
    35
  Interest Expense
 Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,($ in thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Interest expense
    
    $
    (396
    )
    
    $
    (749
    )
    
    $
    (1,420
    )
    
    $
    (2,337
    )
   Other Income, Net
 Three months ended
    
    
    Nine months endedJuly 2,
    
    
    July 3,
    
    
    July 2,
    
    
    July 3,($ in thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Other income/(expense), net
    
    $
    323
    
    
    $
    (285
    )
    
    $
    525
    
    
    $
    1,172
   34




---



##### Table of Contents



Provision for Income Taxes
  Liquidity and Capital Resources
     35




---



##### Table of Contents



Revolving Credit Facility and Convertible Senior Notes
 Revolving Credit Facility
   36




---



##### Table of Contents



3.75% Convertible Senior Notes due 2009
   6.50% Convertible Senior Notes due 2013
     37




---



##### Table of Contents



Conexant Warrant
     38




---



##### Table of Contents



Contractual Obligations
   Off-Balance Sheet Arrangements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
   Foreign Exchange Risk
    39




---



##### Table of Contents



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
   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;
  40




---



##### Table of Contents




    
    our ability to develop, introduce, market and support new products and technologies on a timely basis;
    
    availability and cost of products from our suppliers;
    
    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;
    
    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.
    41




---



##### 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




---



##### Table of Contents



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 and third quarters 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.
   43




---



##### 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.
     44




---



##### Table of Contents



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;
    
    cultural differences in the conduct of business; and
    
    natural disasters, acts of terrorism and war.
   45




---



##### Table of Contents



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.
   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.
   46




---



##### Table of Contents




    
    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.
   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.
  Uncertainties involving the ordering and shipment of our products could adversely affect our
business.
    47




---



##### Table of Contents



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.
  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;
    
    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.
   48




---



##### Table of Contents



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.
   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;
  49




---



##### Table of Contents




    
    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.
  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.
   50




---



##### Table of Contents



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.
     51




---



##### Table of Contents



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.
   
 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 (a)
    
    
    (or Unit)
    
    
    Plans or Programs
    
    
    Plans or ProgramsApril 3, 2010 to April 30, 2010
    
    
    917
    
    
    $
    10.03
    
    
    
    
    
    
    
    May 1, 2010 to May 28, 2010
    
    
    28,314
    
    
    
    8.53
    
    
    
    
    
    
    
    May 29, 2010 to July 2, 2010
    
    
    5,808
    
    
    
    8.16
    
    
    
    
    
    
    
    35,039
    
    
    $
    8.51
    
    
    
    
    
    
    
    
 
 (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




---



##### Table of Contents



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
    
    Amendment No. 2 to Loan and Security Agreement, dated March 31, 2010, by and between the
Registrant and Silicon Valley Bank.10.2*
    
    Schedule identifying parties to and terms of agreements with the Registrant substantially
identical to the form of Employment Agreement filed as Exhibit 10.5 to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended July 3, 2009 (SEC File No. 001-31650).10.3*
    
    Form of Grant Letter and Mindspeed
Technologies, Inc. Non-Qualified Stock Option Award Agreement, filed as
Exhibit 4.12 to the Registrant’s Registration Statement on
Form S-8 (Registration Statement No. 333-165875).10.4*
Form of Grant Letter and Mindspeed
Technologies, Inc. Restricted Stock Award Agreement, filed as Exhibit 4.13
to the Registrant’s Registration Statement on Form S-8 (Registration
Statement No. 333-165875).
  53




---



##### Table of Contents



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




---



##### Table of Contents



SIGNATURE
  MINDSPEED TECHNOLOGIES, INC.
(Registrant)Date: August 10, 2010
    By
    
    /s/ BRET W. JOHNSENBret W. JohnsenSenior Vice President and Chief Financial Officer
(principal financial and accounting officer)  55




---



##### Table of Contents



EXHIBIT INDEX
 10.1
    
    Amendment No. 2 to Loan and Security Agreement, dated March 31, 2010, by and between the
Registrant and Silicon Valley Bank.10.2
    
    Schedule identifying parties to and terms of agreements with the Registrant substantially
identical to the form of Employment Agreement filed as Exhibit 10.5 to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended July 3, 2009 (SEC File No. 001-31650).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.
  56