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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 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 March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from               to
 Commission file number 000-50857
 Volterra Semiconductor Corporation
  Delaware
    
    94-3251865(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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Cautionary Note Regarding Forward-Looking Statements
  1




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##### 



Volterra Semiconductor Corporation and Subsidiaries
 PagePART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007
    
    
    3Condensed Consolidated Statements of Operations for the three months ended March 31, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007
    
    
    5Notes to the Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17PART II. OTHER INFORMATION
    
    
    18Item 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    31Item 6. Exhibits
    
    
    32SIGNATURES
    
    
    33EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    50,020
    
    
    $
    47,414Accounts receivable, net of allowances of $1,154 and $986, respectively
    
    
    12,096
    
    
    
    12,318Inventory
    
    
    9,554
    
    
    
    6,185Prepaid expenses and other current assets
    
    
    1,690
    
    
    
    1,764Total current assets
    
    
    73,360
    
    
    
    67,681Property and equipment, net
    
    
    5,887
    
    
    
    5,647Other assets
    
    
    712
    
    
    
    767Total assets
    
    $
    79,959
    
    
    $
    74,095Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    7,780
    
    
    $
    5,127Accrued liabilities
    
    
    5,798
    
    
    
    4,680Total current liabilities
    
    
    13,578
    
    
    
    9,807Lease Incentive
    
    
    870
    
    
    
    930Commitments and contingenciesStockholders equity:Preferred stock, $0.001 par value; 5,000 shares authorized;
none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value; 200,000 shares authorized;
23,694 and 23,567 shares issued and outstanding, respectively
    
    
    24
    
    
    
    24Additional paid-in capital
    
    
    96,518
    
    
    
    94,410Accumulated deficit
    
    
    (28,590
    )
    
    
    (31,076
    )Treasury stock at cost, 284 and 0 shares, respectively
    
    
    (2,441
    )
    
    
    Total stockholders equity
    
    
    65,511
    
    
    
    63,358Total liabilities and stockholders equity
    
    $
    79,959
    
    
    $
    74,095
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VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007Net revenue
    
    $
    23,011
    
    
    $
    17,553Cost of revenue
    
    
    10,149
    
    
    
    7,966Gross margin
    
    
    12,862
    
    
    
    9,587Operating expenses:Research and development
    
    
    6,424
    
    
    
    6,072Selling, general and administrative
    
    
    4,241
    
    
    
    3,458Total operating expenses
    
    
    10,665
    
    
    
    9,530Income from operations
    
    
    2,197
    
    
    
    57Interest and other income
    
    
    430
    
    
    
    628Interest and other expense
    
    
    (64
    )
    
    
    (20
    )Income before income taxes
    
    
    2,563
    
    
    
    665Income tax expense
    
    
    77
    
    
    
    49Income before cumulative effect of accounting change
    
    
    2,486
    
    
    
    616Cumulative effect of accounting change, net of income tax of $0 and $16, respectively
    
    
    
    
    
    
    255Net income
    
    $
    2,486
    
    
    $
    361Net income per share:Basic:Net income per share before cumulative effect of accounting change
    
    $
    0.10
    
    
    $
    0.02Cumulative effect of accounting change
    
    
    
    
    
    
    0.01Net income per share
    
    $
    0.10
    
    
    $
    0.01Diluted:Net income per share before cumulative effect of accounting change
    
    $
    0.10
    
    
    $
    0.02Cumulative effect of accounting change
    
    
    
    
    
    
    0.01Net income per share
    
    $
    0.10
    
    
    $
    0.01Weighted average shares outstanding:Basic
    
    
    23,786
    
    
    
    24,432Diluted
    
    
    25,066
    
    
    
    26,525
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VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    2,486
    
    
    $
    361Adjustments to reconcile net income to net cash used by operating activities:Stock-based compensation
    
    
    736
    
    
    
    1,176Depreciation and amortization
    
    
    579
    
    
    
    470Accretion of discount in debt securities
    
    
    
    
    
    
    (58
    )Loss on disposal of fixed assets
    
    
    3
    
    
    
    Changes in operating assets and liabilities:Accounts receivable, net
    
    
    222
    
    
    
    (448
    )Inventory
    
    
    (3,354
    )
    
    
    (277
    )Prepaid expenses, other current, and other assets
    
    
    74
    
    
    
    452Accounts payable
    
    
    1,996
    
    
    
    (3,616
    )Accrued liabilities
    
    
    1,118
    
    
    
    1,150Net cash provided by (used in) operating activities
    
    
    3,860
    
    
    
    (790
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (170
    )
    
    
    (217
    )Net cash used in investing activities
    
    
    (170
    )
    
    
    (217
    )Cash flows from financing activities:Proceeds from issuance of common stock, net
    
    
    1,357
    
    
    
    93Purchase of treasury stock
    
    
    (2,441
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (1,084
    )
    
    
    93Net increase (decrease) in cash and cash equivalents
    
    
    2,606
    
    
    
    (914
    )Cash and cash equivalents, beginning of period
    
    
    47,414
    
    
    
    41,814Cash and cash equivalents, end of period
    
    $
    50,020
    
    
    $
    40,900Supplemental disclosure of cash flows:Income tax refunds, net
    
    
    
    
    
    $
    734
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VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)
 1. Description of Business and Significant Accounting Policies
  Basis of Presentation
    Use of Estimates
  Concentrations of Credit Risk
  Segment Reporting and Significant Customers
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VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)
  Net Revenue
    
    
    Accounts ReceivableThree Months Ended
    
    
    As ofMarch 31,
    
    
    March 31,
    
    
    December 31,Customer
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007A
    
    
    32
    %
    
    
    32
    %
    
    
    34
    %
    
    
    38
    %B
    
    
    30
    %
    
    
    20
    %
    
    
    26
    %
    
    
    13
    %C
    
    
    *
    
    
    
    17
    %
    
    
    5
    %
    
    
    14
    %D
    
    
    14
    %
    
    
    13
    %
    
    
    15
    %
    
    
    23
    %
 
 *
    
    Less than 10%  Three Months EndedMarch 31,2008
    
    
    2007Singapore
    
    
    45
    %
    
    
    45
    %China
    
    
    41
    %
    
    
    33
    %Taiwan
    
    
    6
    %
    
    
    12
    %Japan
    
    
    3
    %
    
    
    3
    %United States
    
    
    3
    %
    
    
    3
    %Other
    
    
    2
    %
    
    
    4
    %
 Revenue Recognition
   Stock-Based Compensation
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VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)
 Accounting for Stock Appreciation
Rights and Other Variable Stock Options or Award Plans
  Three Months EndedMarch 31,2008
    
    
    2007Stock-based compensation expense:Cost of revenue
    
    $
    44
    
    
    $
    65Research and development
    
    
    291
    
    
    
    608Sales, general and administrative
    
    
    401
    
    
    
    503Total stock-based compensation expense
    
    
    736
    
    
    
    1,176Tax effect of stock-based compensation
    
    
    
    
    
    
    Effect on net income
    
    $
    736
    
    
    $
    1,176Effect on basic net income per share
    
    $
    0.03
    
    
    $
    0.05Effect on diluted net income per share
    
    $
    0.03
    
    
    $
    0.04
  Income Taxes
  Accounting for
Uncertainty in Income Taxes
  Earnings Per Share
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VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)
   Three Months EndedMarch 31,2008
    
    
    2007Numerator:Net income
    
    $
    2,486
    
    
    $
    361Denominator:Weighted average shares outstanding, basic
    
    
    23,786
    
    
    
    24,432Effect of dilutive securities:Stock options
    
    
    1,280
    
    
    
    2,093Weighted average shares outstanding, diluted
    
    
    25,066
    
    
    
    26,525Basic net income per share
    
    $
    0.10
    
    
    $
    0.01Diluted net income per share
    
    $
    0.10
    
    
    $
    0.01
  Accounting for Lease Incentives
  Fair Value Measurements
  2. Inventory
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VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007Work-in-process
    
    $
    5,708
    
    
    $
    2,964Finished goods
    
    
    3,846
    
    
    
    3,221$
    9,554
    
    
    $
    6,185
 3. Property and Equipment
  March 31,
    
    
    December 31,2008
    
    
    2007Computer hardware
    
    $
    1,452
    
    
    $
    1,401Computer software
    
    
    4,575
    
    
    
    4,532Equipment and furniture
    
    
    5,247
    
    
    
    4,524Leasehold improvements
    
    
    1,934
    
    
    
    1,93413,208
    
    
    
    12,391Less accumulated depreciation and amortization
    
    
    (7,321
    )
    
    
    (6,744
    )$
    5,887
    
    
    $
    5,647
 4. Change in Accounting Principle
 Accounting for Sabbatical Leave and Other Similar Benefits
Pursuant to FASB Statement No. 43
  5. Stock Repurchase Program
  6. Fair Value Measurements
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VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)
     11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
     12




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Accounting for Income Taxes
 Critical Accounting Policies
  14




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Results of Operations
  Three Months EndedMarch 31,2008
    
    
    2007Net revenue
    
    
    100
    %
    
    
    100
    %Cost of revenue
    
    
    44
    
    
    
    45Gross margin
    
    
    56
    
    
    
    55Operating expenses:Research and development
    
    
    28
    
    
    
    35Selling, general and administrative
    
    
    18
    
    
    
    20Total operating expenses
    
    
    46
    
    
    
    55Income from operations
    
    
    10
    
    
    
    Interest and other income, net
    
    
    1
    
    
    
    4Income before income taxes
    
    
    11
    
    
    
    4Income tax expense
    
    
    
    
    
    
    Income before cummulative effect of accounting change
    
    
    11
    
    
    
    4Cummulative effect of accounting change
    
    
    
    
    
    
    2Net Income
    
    
    11
    %
    
    
    2
    %
 Comparison of Three Months Ended March 31, 2008 to Three Months Ended March 31, 2007
 Net Revenue.
 Cost of Revenue and Gross Margin.
 Research and Development.
 Selling, General and Administrative.
 Income Tax.
 Liquidity and Capital Resources
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Contractual Obligations
  2011 and2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    TotalOperating lease
obligations
    
    $
    832
    
    
    $
    946
    
    
    $
    741
    
    
    $
    1,312
    
    
    $
    3,831Purchase obligations
    
    
    3,380
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,380$
    4,212
    
    
    $
    946
    
    
    $
    741
    
    
    $
    1,312
    
    
    $
    7,211
  Recent Accounting Pronouncements
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 The risk factors described in Part II, Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2007, as filed with the SEC on March 5, 2008, are set forth below. These risk factors
have not substantively changed, except for those identified by asterisk and restated below. Risk
factors marked with a  +  have been reordered from the presentation in the Annual
Report.
 Our financial performance in the past has fluctuated and we may not be able to maintain
profitability on a quarterly or annual basis.*
  Our operating results have fluctuated in the past, and we expect a number of factors to cause our
operating results to fluctuate in the future, making it difficult for us to accurately forecast our
operating results.*
  
    
    the loss of one or more key customers, or a significant reduction in sales to, or
significant product returns by, one or more key customers;
    
    demand for our products or the electronic systems into which our products are
incorporated and our ability to accurately forecast such demand;
    
    the ability of our foundries and third-party subcontractors to achieve satisfactory
yields or quality;
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
    
    our customers and distributors management of the inventory they hold;
    
    our management of our own inventory levels to meet changes in demand;
    
    changes in orders both received and shipped during the same quarter (our turns
business);
    
    our ability to develop new products or new generations and versions of our existing
products that achieve market acceptance in a timely manner;
    
    our ability to fulfill orders for our products in a timely manner, or at all;
    
    the timing of introductions of competing products or technologies;
    
    our ability to obtain sufficient capacity from foundries and other third-party
subcontractors to manufacture, assemble and test our products on a timely and
cost-effective basis;
    
    varying order patterns in the markets in which we sell our products;
    
    our customers failure to pay us on a timely basis, or at all;
    
    the ability of our manufacturing subcontractors to obtain an adequate supply of the
raw materials used in the manufacture of our products on a timely and cost-effective
basis;
    
    the volatile nature of the semiconductor industry;
    
    changes in the level of our expenses, including the cost of materials used to
manufacture our products and expenses incurred in complying with new laws and
regulations applicable to the Company;
    
    the loss of one or more key distributors, or a significant reduction in orders from
one or more key distributors;
    
    changes in the prices of our products or the electronic systems into which our
products are incorporated;
    
    our ability to adequately support our future growth;
    
    disputes regarding intellectual property rights;
    
    litigation involving us or our products; and
    
    changes in accounting principles, policies and estimates.
  Our dependence on third-party semiconductor manufacturers, or foundries, reduces our control over
the manufacture of our products, which could harm our business.* +
  
    
    inability to increase production and achieve acceptable yields on a timely basis;
    
    reduced control over delivery schedules and product quality;
    
    inability of our foundries to obtain an adequate supply of the raw materials used
in the manufacturing of our products on a timely and cost-effective basis;
    
    increased exposure to potential misappropriation of our intellectual property;
    
    limited warranties on silicon wafers or products supplied to us;
    
    labor shortages or labor strikes;
    
    natural disasters affecting countries in which we conduct our business or in which
our products are manufactured; and
    
    political instability in countries where our products are manufactured.
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We rely on third-party subcontractors to assemble and test our products and our failure to
successfully manage our relationships with these subcontractors could damage our relationships with
our customers, decrease our net revenue, and limit our growth. +
  We are subject to inventory risks and manufacturing costs that could negatively impact our
operating results.* +
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Our products are highly complex and may require modifications to resolve previously undetected
design or process errors or defects and to meet our customers specifications, which could lead to
an increase in our costs, a loss of revenue and customers, a delay in market acceptance of our
products, or product liability claims.* +
   We depend on a small number of customers for substantially all of our net revenue and the loss of,
or a significant reduction in orders from, any of them would significantly reduce our net revenue
and adversely affect our operating results.* +
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We depend on a limited number of markets, and in these markets we have experienced varying order
patterns, and if demand for our products in these markets declines, or if we are unable to adjust
to the varying order patterns in these markets or expand into new markets, our business would be
harmed. +
   We sell a limited number of products and a reduction in demand for these products would harm our
business and operating results. +
  We face significant competition and many of our competitors have greater resources than we have,
and thus we may be unsuccessful in competing against current and future competitors.
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
    
    our ability to continue to recruit and retain engineering talent;
    
    our ability to introduce new products in a timely manner;
    
    the pricing of components used in competing solutions;
    
    the pace at which our customers incorporate our products into their systems;
    
    the availability of foundry, assembly, and test capacity for our products;
    
    protection of our products by effective utilization of intellectual property laws;
and
    
    general economic conditions.
   If we do not effectively manage our growth, our resources, systems, and controls may be strained
and our operating results may suffer. +
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If we are unable to timely develop new products or new generations and versions of our existing
products that achieve market acceptance, our operating results and competitive position could be
harmed.
   
    
    our accurate prediction of changing customer requirements;
    
    timely development of new designs;
    
    timely qualification and certification of our products for use in electronic
systems;
    
    commercial acceptance and production of the electronic systems into which our
products are incorporated;
    
    availability, quality, price, performance, and size of our products relative to
competing products and technologies;
    
    our customer service and support capabilities and responsiveness;
    
    successful development of relationships with existing and potential new customers;
    
    successful development of relationships with key developers of advanced digital
semiconductors; and
    
    changes in technology, industry standards or consumer preferences.
  We have experienced, and may in the future experience, delays in the development and introduction
of our products, which may harm our business and operating results.
  The nature of the design process requires us to incur expenses prior to earning revenue associated
with those expenses, and we will have difficulty selling our products and generating profits if
electronic system designers do not design our products into their electronic systems.
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
    
    it can typically take up to 12 months from the time our products are selected to
complete the design process, and in some cases such design process may take
substantially more time to complete;
    
    it can typically take an additional six to 12 months to complete commercial
introduction of the electronic systems that use our products, and in some cases such
introduction may take substantially more time to complete, if they are introduced at
all;
    
    our customers usually require a comprehensive technical evaluation of our products
before they incorporate them into their electronic systems, which may also result in
our products being excluded from the system design for reasons other than our design
specifications;
    
    OEMs typically limit the initial release of their electronic systems to evaluate
performance and consumer demand; and
    
    the development and commercial introduction of products incorporating new
technology are frequently delayed.
  Our ability to compete will be harmed if we are unable to adequately protect our intellectual
property.*
  Assertions by third parties of infringement by us or our vendors of their intellectual property
rights could result in significant costs and cause our operating results to suffer.
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
    
    stop selling products or using technology that contain the allegedly infringing
intellectual property;
    
    pay damages to the party claiming infringement;
    
    attempt to obtain a license to the relevant intellectual property, which may not be
available on reasonable terms or at all; and
    
    attempt to redesign those products that contain the allegedly infringing
intellectual property.
   Any potential dispute involving our patents or other intellectual property could also include our
customers, which could trigger our indemnification obligations to them and result in substantial
expense to us.
  We are subject to the highly cyclical nature of the semiconductor industry and any future downturns
could significantly harm our business.
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We rely primarily on a small number of distributors to market and distribute our products, and if
we fail to maintain or expand these relationships, our net revenue would likely decline.*
   Any disruption to our operations or the operations of our foundries or assembly and test
subcontractors resulting from earthquakes, droughts, or other natural disasters, public health
issues or other catastrophic events beyond our control could significantly delay the production or
shipment of our products.
  The average selling prices of our products could decrease rapidly, which may negatively impact our
net revenue and operating results.
  We have significant international activities and customers, and plan to continue such efforts,
which subjects us to additional business risks including increased logistical complexity,
additional regulatory restrictions and political instability.
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
    
    cultural and language barriers;
    
    increased complexity and costs of managing international operations;
    
    protectionist laws and business practices that favor local competition in some
countries;
    
    multiple, conflicting and changing laws and regulatory and tax environments,
including the European Unions Restrictions of Hazardous Substances (RoHS), which bans
lead and certain other substances from products put on the market;
    
    potentially longer and more difficult collection periods;
    
    political instability, international terrorism, and anti-American sentiment,
particularly in emerging markets;
    
    highly volatile economies in Asia;
    
    difficulty in hiring qualified management, technical sales personnel, and
applications engineers; and
    
    less effective protection of intellectual property than is afforded to us in the
United States.
  We do not hedge fluctuations in currency exchange rates, which could harm our financial results.
  Environmental laws and regulations could cause a disruption in our business and operations.
  We rely on the services of our key personnel, and if we are unable to retain our current personnel
and hire additional personnel, our ability to develop and successfully market our products could be
harmed.
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If our computer and communications hardware fails, our business, results of operations and
financial condition would be harmed.
  We may undertake acquisitions to expand our business that may pose risks to our business and dilute
the ownership of our existing stockholders.
  
    
    our lack of experience acquiring other businesses;
    
    problems integrating the acquired operations, technologies, or products with our
existing business and products;
    
    diversion of managements time and attention from our core business;
    
    the need for financial resources above our planned investment levels;
    
    overestimation of potential synergies or a delay in realizing those synergies;
    
    difficulties in retaining business relationships with suppliers and customers of
the acquired company;
    
    risks associated with entering markets in which we lack prior experience; and
    
    the potential loss of key employees of the acquired company.
  29




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Our stock price will fluctuate and may be volatile, which could result in substantial losses for
investors and significant costs related to litigation.
  
    
    actual or anticipated fluctuations in our revenue, operating results or growth
rate;
    
    failure to meet the expectations of securities analysts or investors with respect
to our financial performance;
    
    actual or anticipated fluctuations in our competitors operating results or changes
in their growth rates;
    
    sales of our common stock or other securities in the future;
    
    stock market price and trading volume fluctuations of publicly-traded companies in
general and semiconductor companies in particular;
    
    the trading volume of our common stock;
    
    changes in financial estimates and ratings by securities analysts for us, our
competitors or companies in the semiconductor industry generally;
    
    changes in the condition of the financial markets, the economy as a whole, the
semiconductor industry, our customers or our competitors;
    
    publicity about the semiconductor industry, our competitors or our customers; and
    
    changes in key personnel.
   Our principal stockholders have significant voting power and may influence actions that may not be
in the best interests of our other stockholders.
  30




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Anti-takeover provisions of our charter documents and Delaware law could prevent or delay
transactions resulting in a change in control.
  
    
    our board of directors is classified so that not all members of our board of
directors may be elected at one time;
    
    directors may only be removed for cause and only with the approval of
stockholders holding a majority of our outstanding voting stock;
    
    the ability of our stockholders to call a special meeting of stockholders is
prohibited;
    
    advance notice requirements for nominations for election to our board of directors
or for proposing matters that can be acted upon at stockholder meetings;
    
    stockholder action by written consent is prohibited, thereby requiring all
stockholder actions to be taken at a meeting of our stockholders; and
    
    our board of directors may designate the terms of and issue new series of preferred
stock, commonly referred to as blank check preferred stock, with rights senior to
those of common stock without stockholder approval.
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  ISSUER PURCHASES OF EQUITY SECURITIES 1
 Total Number ofTotal
    
    
    
    
    
    
    Shares Purchased
    
    
    Approximate DollarNumber of
    
    
    Average
    
    
    as Part of
    
    
    Value of Shares thatShares
    
    
    Price Paid
    
    
    Publicly Announced
    
    
    May Yet Be PurchasedPeriod
    
    Purchased
    
    
    per Share2
    
    
    Program
    
    
    Under the ProgramFebruary 5, 2008 to
    
    
    187,700
    
    
    $
    8.49
    
    
    
    187,700
    
    
    $
    8,406,367February 29, 2008March 1, 2008 to
    
    
    96,400
    
    
    $
    8.79
    
    
    
    96,400
    
    
    $
    7,559,058March 31, 2008Total
    
    
    284,100
    
    
    $
    8.59
    
    
    
    284,100
 
 1
    
    Represents shares of Common Stock repurchased in the open market in connection with
our share repurchase program, under which we may repurchase up to $10 million of its common
stock from time to time in the open market subject to prevailing business and market
conditions and other factors. This program was authorized by our Board of Directors and was
publicly announced on January 28, 2008. There is no expiration date for the repurchase
program.2
    
    Includes $0.03 per share broker commission for purchases on and prior to March 4,
2008, and $0.02 per share broker commission for purchases on and after March 5, 2008. 31




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Item 6. Exhibits
 Exhibit No.
    
    Description3.1(1)
    
    Amended and Restated Certificate of Incorporation of Volterra Semiconductor Corporation.3.2 (2)
    
    Amended and Restated Bylaws of Volterra Semiconductor Corporation.4.1
    
    Reference is made to Exhibits 3.1 and 3.2.4.2 (3)
    
    Specimen stock certificate.10.1 (4)
    
    Agreement dated January 7, 2008, between Dr. Hamza Yilmaz and the Registrant10.2 (5)**
    
    Management Bonus Plan10.3 (6)**
    
    Cash Compensation Policy for Non-Employee Directors10.4 (7)**
    
    2008 Executive Compensation and 2007 Executive Bonus Awards31.1
    
    Certification of Chief Executive Officer required under Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer required under Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1*
    
    Certification of Chief Executive Officer required under Rule 13a-14(b) or Rule
15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section
1350.32.2*
    
    Certification of Chief Financial Officer required under Rule 13a-14(b) or Rule
15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section
1350.
 
 (1)
    
    Previously filed as Exhibit 3.1 to Volterra Semiconductor
Corporations Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2004, as filed with the Securities and Exchange
Commission on September 9, 2004, and incorporated by reference herein.(2)
    
    Previously filed as Exhibit 3.2 to Volterra Semiconductor
Corporations Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2007, as filed with the Securities and Exchange
Commission on November 1, 2007, and incorporated by reference herein.(3)
    
    Previously filed as Exhibit 4.2 to Volterra Semiconductor
Corporations Registration Statement on Form S-1/A (No. 333-115614),
as filed with the Securities and Exchange Commission on July 9, 2004,
as amended, and incorporated by reference herein.(4)
    
    Previously filed as Exhibit 10.1 to Volterra Semiconductor
Corporations Current Report on Form 8-K, as filed with the Securities
and Exchange Commission on January 10, 2008, and incorporated by
reference herein.(5)
    
    Previously filed as Exhibit 10.1 to Volterra Semiconductor
Corporations Current Report on Form 8-K, as filed with the Securities
and Exchange Commission on January 25, 2008, and incorporated by
reference herein.(6)
    
    Previously filed as Exhibit 10.19 to Volterra Semiconductor
Corporations Annual Report on Form 10-K, as filed with the Securities
and Exchange Commission on March 5, 2008, and incorporated by
reference herein.(7)
    
    Previously filed as Exhibit 10.20 to Volterra Semiconductor
Corporations Annual Report on Form 10-K, as filed with the Securities
and Exchange Commission on January 25, 2008, and incorporated by
reference herein. 32




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##### Table of Contents



*
    
    The certifications attached as Exhibits 32.1 and 32.2 accompany this
Quarterly Report on Form 10-Q pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Volterra
Semiconductor Corporation for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.**
    
    Indicates a management contract or compensatory plan or arrangement. 33




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##### Table of Contents



Signature
  Dated: April 30, 2008
    VOLTERRA SEMICONDUCTOR CORPORATIONBy:
    /s/ Mike BurnsMike BurnsChief Financial Officer
(Principal Financial, Chief Accounting and
Duly Authorized Officer) 34




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description3.1(1)
    
    Amended and Restated Certificate of Incorporation of Volterra Semiconductor
Corporation.3.2 (2)
    
    Amended and Restated Bylaws of Volterra Semiconductor Corporation.4.1
    
    Reference is made to Exhibits 3.1 and 3.2.4.2 (3)
    
    Specimen stock certificate.10.1 (4)
    
    Agreement dated January 7, 2008, between Dr. Hamza Yilmaz and the Registrant10.2 (5)**
    
    Management Bonus Plan10.3 (6)**
    
    Cash Compensation Policy for Non-Employee Directors10.4 (7)**
    
    2008 Executive Compensation and 2007 Executive Bonus Awards31.1
    
    Certification of Chief Executive Officer required under Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer required under Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1*
    
    Certification of Chief Executive Officer required under Rule 13a-14(b) or
Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18
U.S.C. Section 1350.32.2*
    
    Certification of Chief Financial Officer required under Rule 13a-14(b) or
Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18
U.S.C. Section 1350.
 
 (1)
    
    Previously filed as Exhibit 3.1 to Volterra Semiconductor
Corporations Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2004, as filed with the Securities and Exchange
Commission on September 9, 2004, and incorporated by reference herein.(2)
    
    Previously filed as Exhibit 3.2 to Volterra Semiconductor
Corporations Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2007, as filed with the Securities and Exchange
Commission on November 1, 2007, and incorporated by reference herein.(3)
    
    Previously filed as Exhibit 4.2 to Volterra Semiconductor
Corporations Registration Statement on Form S-1/A (No. 333-115614),
as filed with the Securities and Exchange Commission on July 9, 2004,
as amended, and incorporated by reference herein.(4)
    
    Previously filed as Exhibit 10.1 to Volterra Semiconductor
Corporations Current Report on Form 8-K, as filed with the Securities
and Exchange Commission on January 10, 2008, and incorporated by
reference herein.(5)
    
    Previously filed as Exhibit 10.1 to Volterra Semiconductor
Corporations Current Report on Form 8-K, as filed with the Securities
and Exchange Commission on January 25, 2008, and incorporated by
reference herein.(6)
    
    Previously filed as Exhibit 10.19 to Volterra Semiconductor
Corporations Annual Report on Form 10-K, as filed with the Securities
and Exchange Commission on March 5, 2008, and incorporated by
reference herein.(7)
    
    Previously filed as Exhibit 10.20 to Volterra Semiconductor
Corporations Annual Report on Form 10-K, as filed with the Securities
and Exchange Commission on January 25, 2008, and incorporated by
reference herein.




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##### Table of Contents



*
    
    The certifications attached as Exhibits 32.1 and 32.2 accompany this
Quarterly Report on Form 10-Q pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Volterra
Semiconductor Corporation for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.**
    
    Indicates a management contract or compensatory plan or arrangement.