##### Table of Contents





SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 0-26946
 INTEVAC, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

94-3125814(I.R.S. Employer
    Identification No.)   3560
    Bassett Street
    Santa Clara, California 95054 (Address
    of principal executive office, including Zip
    Code)
  Registrants telephone number, including area code:
    (408) 986-9888
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock ($0.001 par value)

The Nasdaq Stock Market LLC (NASDAQ Global Select)   Securities registered pursuant to Section 12(g) of the
    Act:
 None.
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE.
  Form 10-K.




---





TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security-HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Consolidated Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCONSOLIDATED BALANCE SHEETSCONSOLIDATED STATEMENTS OF OPERATIONSCONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)CONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONSOLIDATED FINANCIAL STATEMENTSItem 9. Changes In and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESSCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTSEX-10.11EX-10.12EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1    Table of Contents   CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K Form 10-K)
   
  PART I
 
  Item 1.
    Business  Overview
    Equipment:
  Intevac Photonics:
    Equipment
    Segment
  Hard
    Disk Drive Equipment Market
   2




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®
  Hard
    Disk Drive Equipment Products
  Disk
    Sputtering Systems
        Disk
    Lubrication Systems
      tm
  Non-Systems
    Business
   3




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Semiconductor
    Equipment Market
        12-inch,
    Semiconductor
    Manufacturing Products
  tm
      Other
    Markets and Products
   4




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##### Table of Contents



Intevac
    Photonics Segment
  Intevac
    Photonics Market
    Intevac
    Photonics Products
  Night Vision Systems
  tm tm
  Cameras for Long-Range Target Identification
    (LIVAR) ®
 5




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Intensified Photodiodes
  Near-Eye Display Systems
  Commercial Low-Light Cameras ® ® ®
  Raman Materials Identification Instruments ® tm tm tm tm
  Backlog
    Customer
    Concentration
     6




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Competition
      Marketing
    and Sales
      and/or and/or
 7




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start-up
            Research
    and Development and Intellectual Property
       8




---



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and/or
  Manufacturing
      Employees
    Compliance
    with Environmental Regulations
   9




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Executive
    Officers of the Registrant
    Name

Age

PositionExecutive Officers:Norman H. Pond


70


Chairman of the BoardKevin Fairbairn


55


President and Chief Executive OfficerJeffrey Andreson


47


Vice President, Finance and Administration, Chief Financial
    Officer, Treasurer and SecretaryMichael Russak


62


Executive Vice President of Business Development, Equipment
    ProductsMichael Barnes


50


Vice President and Chief Technical OfficerKimberly Burk


43


Vice President, Human ResourcesJoseph Pietras


54


Vice President and General Manager, Intevac PhotonicsOther Key Officers:Verle Aebi


54


Chief Technology Officer, Intevac PhotonicsJames Birt


44


Vice President, Customer Support, Equipment ProductsTerry Bluck


49


Vice President, Technology, Equipment ProductsJerry Carollo


56


Vice President and General Manager, Intevac Vision SystemsKeith Carron


50


Vice President and General Manager, DeltaNuTimothy Justyn


46


Vice President of Operations, Intevac PhotonicsDave Kelly


46


Vice President, Engineering, Intevac PhotonicsRalph Kerns


62


Vice President, Business Development, Equipment Products   Mr. Pond
  Mr. Fairbairn
  Mr. Andreson
  Dr. Russak
 10




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##### Table of Contents



Dr. Barnes
  Ms. Burk
  Dr. Pietras
  Mr. Aebi
  Mr. Birt
  Mr. Bluck
  Mr. Carollo
  Dr. Carron
  Mr. Justyn
 11




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##### Table of Contents



Mr. Kelly
  Dr. Kerns
  Available
    Information
  http://www.intevac.com.
  Trade
    Marks
  ® tm tm tm ® ® ® ® tm
 
  Item 1A.
    Risk
    Factors    The
    industries we serve are cyclical, volatile and
    unpredictable.
     12




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Sales
    of our equipment are primarily dependent on our customers
    upgrade and capacity expansion plans and whether our customers
    select our equipment.
        We are
    exposed to risks associated with a highly concentrated customer
    base.
     13




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Our
    growth depends on development of technically advanced new
    products and processes.
      Our
    operating results fluctuate significantly from quarter to
    quarter, which can lead to volatility in the price of our common
    stock.
      and/or
  The
    liquidity of our auction rate securities is impaired, which
    could impact our ability to meet cash requirements and require
    additional debt financing.
   14




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##### Table of Contents



and/or
    The
    volatility and disruption of the capital and credit markets and
    adverse changes in the global economy may negatively impact our
    revenues and our ability to access financing.
    We may
    be subject to additional impairment charges due to potential
    declines in the fair value of our assets.
    We
    operate in an intensely competitive marketplace, and our
    competitors have greater resources than we do.
   15




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We may
    not be able to obtain export licenses from the U.S. government
    permitting delivery of our products to international
    customers.
    The
    Intevac Photonics business is dependent on U.S. government
    contracts, which are subject to fixed pricing, immediate
    termination and a number of procurement rules and
    regulations.
       16




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Changes
    to our effective tax rate affect our results of
    operations.
      Our
    success depends on international sales and the management of
    global operations.
    and/or
    Our
    success is dependent on recruiting and retaining a highly
    talented work force.
   17




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We are
    dependent on certain suppliers for parts used in our
    products.
    Our
    business depends on the integrity of our intellectual property
    rights.
      We
    could be involved in litigation.
    Difficulties
    in integrating past or future acquisitions could adversely
    affect our business.
   18




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We use
    hazardous materials and are subject to risks of non-compliance
    with environmental and safety regulations.
    Business
    interruptions could adversely affect our
    operations.
    We are
    required to evaluate our internal control over financial
    reporting under Section 404 of the Sarbanes-Oxley Act of
    2002, and any adverse results from such evaluation could result
    in a loss of investor confidence in our financial reports and
    have an adverse effect on our stock price.
  Form 10-K
   
  Item 1B.
    Unresolved
    Staff Comments   
  Item 2.
    Properties    19




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Location

Square Footage

Principal UseSanta Clara, CA


169,583


Corporate Headquarters; Equipment and Intevac Photonics
    Marketing, Manufacturing, Engineering and Customer SupportFremont, CA


9,505


Intevac Photonics Sensor FabricationLaramie, WY


12,000


Intevac Photonics Raman Spectrometer ManufacturingCarlsbad, CA


10,360


Intevac Photonics Micro Display Product ManufacturingSingapore


31,947


Equipment Manufacturing and Customer SupportKorea


1,558


Equipment Customer SupportMalaysia


1,291


Equipment Customer SupportJapan


1,507


Equipment Customer SupportShenzhen, China


2,568


Equipment Customer Support    
  Item 3.
    Legal
    Proceedings   
  Item 4.
    Submission
    of Matters to a Vote of Security-Holders   20




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##### Table of Contents



PART II
 
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Price
    Range of Common Stock
      High

LowFiscal 2007:First Quarter

$
30.57


$
22.00Second Quarter


26.77



18.92Third Quarter


22.37



13.23Fourth Quarter


18.12



14.01Fiscal 2008:First Quarter

$
14.28


$
10.14Second Quarter


17.46



11.16Third Quarter


13.32



9.50Fourth Quarter


10.64



3.93   Recent
    Sales of Unregistered Securities
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   21




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Performance
    Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN SINCE DECEMBER 31, 2003
    AMONG INTEVAC, NASDAQ STOCK MARKET TOTAL RETURN INDEX AND
    NASDAQ COMPUTER MANUFACTURERS TOTAL RETURN INDEX
  
  12/31/03


12/31/04


12/30/05


12/29/06


12/31/07


12/31/08Intevac, Inc.


$
100



$
54



$
94



$
184



$
103



$
36Nasdaq Stock Market Total Return Index



100




109




111




122




132




64Nasdaq Computer Manufacturers Total Return Index



100




130




133




136




199




84  22




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##### Table of Contents



Item 6.
    Selected
    Consolidated Financial Data    Year Ended December 31,2008

2007

2006

2005

2004(In thousands, except per share data)Net revenues

$
110,307


$
215,834


$
259,875


$
137,229


$
69,615Gross profit

$
43,339


$
96,043


$
100,959


$
43,578


$
15,856Operating income (loss)

$
(30,471
)

$
27,436


$
47,999


$
14,717


$
(5,249
)Net income (loss)

$
(15,345
)

$
27,345


$
46,698


$
16,151


$
(4,344
)Earnings (loss) per share:Basic

$
(0.71
)

$
1.28


$
2.22


$
0.79


$
(0.22
)Diluted

$
(0.71
)

$
1.23


$
2.13


$
0.76


$
(0.22
)At year end:Total assets

$
189,169


$
215,413


$
206,003


$
130,444


$
79,622Long-term debt

$



$
1,898


$



$



$
  23




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K. Form 10-K.
  
    Overview:  a summary of Intevacs
    business, measurements and opportunities.
    Results of Operations:  a discussion of
    operating results.
    Liquidity and Capital Resources:  an analysis
    of cash flows, sources and uses of cash, contractual obligations
    and financial position.
    Critical Accounting Policies:  a discussion of
    critical accounting policies that require the exercise of
    judgments and estimates.  Overview
        % Change

% ChangeFiscal Year

2008

2007

2006

2008 vs. 2007

2007 vs. 2006(In thousands, except percentages and per share amounts)Net revenues

$
110,307


$
215,834


$
259,875



(48.9
)%


(16.9
)%Gross profit


43,339



96,043



100,959



(54.9
)%


(4.9
)%Gross margin percent


39.3
%


44.5
%


38.8
%


(5.2
)%


5.7
%Net income (loss)


(15,345
)


27,345



46,698



(156.1
)%


(41.4
)%Earnings (loss) per diluted share

$
(0.71
)

$
1.23


$
2.13



(157.7
)%


(42.3
)%    24




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##### Table of Contents



Results
    of Operations
  Net
    revenues
  Years Ended December 31,


% Change


% Change2008


2007


2006


2008 vs. 2007


2007 vs. 2006(In thousands, except percentages)Equipment

$
87,469


$
196,686


$
248,482



(55.5
)%


(20.8
)%Intevac Photonics


22,838



19,148



11,393



19.3
%


68.1
%Total net revenues

$
110,307


$
215,834


$
259,875



(48.9
)%


(16.9
)%     ®
   25




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Gross
    margin
  Years Ended December 31,

% Change

% Change2008

2007

2006

2008 vs. 2007

2007 vs. 2006(In thousands, except percentages)Equipment gross profit

$
35,797


$
87,885


$
97,161



(59.3
)%


(9.5
)%% of Equipment net revenues


40.9
%


44.7
%


39.1
%Intevac Photonics gross profit

$
7,542


$
8,158


$
3,798



(7.6
)%


114.8
%% of Intevac Photonics net revenues


33.0
%


42.6
%


33.3
%Total gross profit

$
43,339


$
96,043


$
100,959



(54.9
)%


(4.9
)%% of net revenues


39.3
%


44.5
%


38.8
%    26




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##### Table of Contents



Research
    and development
  Years Ended December 31,

% Change

% Change2008

2007

2006

2008 vs. 2007

2007 vs. 2006(In thousands, except percentages)Research and development expense

$
35,083


$
40,137


$
30,036



(12.6
)%


33.6
%% of net revenues


31.8
%


18.6
%


11.6
%           Selling,
    general and administrative
  Years Ended December 31,

%Change

% Change2008

2007

2006

2008 vs. 2007

2007 vs. 2006(In thousands, except percentages)Selling, general and administrative expense

$
28,229


$
28,470


$
22,924



(0.9
)%


24.2
%% of net revenues


25.6
%


13.2
%


8.8
%  27




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##### Table of Contents



Global
    cost reduction plan
    Impairment
    of goodwill and intangibles
      Interest
    income and other, net.
  Years Ended December 31,

% Change

% Change2008

2007

2006

2008 vs. 2007

2007 vs. 2006(In thousands, except percentages)Interest income and other, net

$
3,932


$
8,142


$
3,778



(51.7
)%


115.5
%    28




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Provision
    for (benefit from) income taxes
  Years Ended December 31,

% Change

% Change2008

2007

2006

2008 vs. 2007

2007 vs. 2006(In thousands, except percentages)Provision for (benefit from) income taxes

$
(11,194
)

$
8,233


$
5,079



(236.0
)%


62.1
%     Business
    Combinations
          Recent
    Accounting Pronouncements
   29




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##### Table of Contents



142-3, (FSP 142-3). FSP 142-3
        FSP 157-1, (FSP 157-1) FSP 157-2, (FSP 157-2). FSP 157-1 FSP 157-2
 30




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##### Table of Contents



FSP 157-1 FSP 157-2
  FSP 157-3, (FSP 157-3), FSP 157-3 FSP 157-3 FSP 157-3
  Liquidity
    and Capital Resources
      December 31,


December 31,2008


2007(In thousands)Cash and cash equivalents

$
39,201


$
27,673Short-term investments






110,985Long-term investments


66,328



2,009Total cash, cash-equivalents and investments

$
105,529


$
140,667     work-in-progress.
   31




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32




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##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodTotal


< 1 Year


1-3 Years


3-5 Years


> 5 Years(In thousands)Operating lease obligations

$
8,187


$
2,623


$
5,460


$
104


$
Purchase obligations and
    commitments1


5,502



5,502











Long term debt
    obligations2


2,000



2,000











Other long term
    liabilities3


509



509











Total4

$
16,198


$
10,634


$
5,460


$
104


$
     1

    
    Purchase obligations include agreements to purchase goods or
    services that are enforceable and legally binding on Intevac and
    that specify all significant terms, including fixed or minimum
    quantities to be purchased; fixed, minimum or variable price
    provisions; and the approximate timing of the transaction.
    Purchase obligations exclude agreements that are cancelable
    without penalty. These purchase obligations are related
    principally to inventory and other items.2

    
    Amounts represent total anticipated cash payments, including
    anticipated interest payments that are not recorded on the
    consolidated balance sheets and the short-term portion of the
    obligation.3

    
    Intevac is unable to reliably estimate the timing of future
    payments related to uncertain tax positions; therefore, $540,000
    of income taxes payable has been excluded from the table above.4

    
    Total excludes contractual obligations already recorded on the
    consolidated balance sheet as current liabilities (except for
    the short-term portion of the long-term debt and other long-term
    liabilities) and certain purchase obligations.  Off-Balance
    Sheet Arrangements
  Regulation S-K).
  Critical
    Accounting Policies
       33




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Revenue
    Recognition
      Inventories
    Warranty
   34




---



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Income
    Taxes
        Goodwill
    and Purchased Intangible Assets
    Equity-Based
    Compensation
   35




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##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest rate risk.
    Fair2009

2010

2011

Beyond

Total

Value(In thousands, except percentages)Cash equivalentsFixed rate amounts

$
15,000














$
15,000


$
15,000Weighted-average rate


0.28
%










Variable rate amounts

$
6,786














$
6,786


$
6,786Weighted-average rate


0.95
%










Long-term investmentsFixed rate amounts













$
74,400


$
74,400


$
66,328Weighted-average rate














2.33
%Total investment portfolio

$
21,786










$
74,400


$
96,186


$
88,114         Foreign exchange risk.
 36




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  INTEVAC,
    INC.
  CONSOLIDATED
    FINANCIAL STATEMENTS
  Contents
  PageReport of Independent Registered Public Accounting Firm


38Consolidated Balance Sheets


39Consolidated Statements of Operations


40Consolidated Statement of Stockholders Equity and
    Comprehensive Income (Loss)


41Consolidated Statements of Cash Flows


42Notes to Consolidated Financial Statements


43  37




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          Internal Control 
    Integrated Framework
  GRANT
    THORNTON LLP
    38




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##### Table of Contents



INTEVAC,
    INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2008


2007(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
39,201


$
27,673Short-term investments






110,985Trade and other accounts receivable, net of allowances of $145
    and $57 at December 31, 2008 and 2007, respectively


15,014



14,142Inventories, net


17,674



22,133Prepaid expenses and other current assets


4,806



4,162Deferred income tax assets


3,204



3,609Total current assets


79,899



182,704Property, plant and equipment, net


14,886



15,402Long-term investments


66,328



2,009Goodwill


7,905



7,905Other intangible assets, net of amortization of $693 and $218 at
    December 31, 2008 and 2007, respectively


4,054



1,782Deferred income taxes and other long term assets


16,097



5,611Total assets

$
189,169


$
215,413LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Note payable

$
2,000


$
1,992Accounts payable


4,214



7,678Accrued payroll and related liabilities


3,395



8,610Other accrued liabilities


3,175



4,163Customer advances


2,807



5,631Total current liabilities


15,591



28,074Other long-term liabilities


509



278Long-term note payable






1,898Stockholders equity:Undesignated preferred stock, $0.001 par value,
    10,000 shares authorized, no shares issued and outstanding






Common stock, $0.001 par value :Authorized shares  50,000 issued and outstanding
    shares  21,805 and 21,591 at December 31, 2008
    and 2007, respectively


22



22Additional
    paid-in-capital


128,686



120,022Accumulated other comprehensive income (loss)


(4,808
)


605Retained earnings


49,169



64,514Total stockholders equity


173,069



185,163Total liabilities and stockholders equity

$
189,169


$
215,413    39




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##### Table of Contents



INTEVAC,
    INC.
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Years Ended December 31,2008


2007


2006(In thousands, except per share amounts)Net revenues:Systems and components

$
95,962


$
202,292


$
250,158Technology development


14,345



13,542



9,717Total net revenues


110,307



215,834



259,875Cost of net revenues:Systems and components


58,503



112,376



152,814Technology development


8,465



7,415



6,102Total cost of net revenues


66,968



119,791



158,916Gross profit


43,339



96,043



100,959Operating expenses:Research and development


35,083



40,137



30,036Selling, general and administrative


28,229



28,470



22,924Impairment of goodwill and intangible assets


10,498







Total operating expenses


73,810



68,607



52,960Operating income (loss)


(30,471
)


27,436



47,999Interest income


3,968



6,544



3,501Other income (expense), net


(36
)


1,598



277Income (loss) before income taxes


(26,539
)


35,578



51,777Provision (benefit) for income taxes


(11,194
)


8,233



5,079Net income (loss)

$
(15,345
)

$
27,345


$
46,698Basic income (loss) per share:Net income (loss)

$
(0.71
)

$
1.28


$
2.22Shares used in per share amounts


21,724



21,447



21,015Diluted income (loss) per share:Net income (loss)

$
(0.71
)

$
1.23


$
2.13Shares used in per share amounts


21,724



22,150



21,936    40




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##### Table of Contents



INTEVAC,
    INC.
  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
    AND COMPREHENSIVE INCOME (LOSS)
  Accumulated


RetainedAdditional


Other


Earnings


TotalCommon Stock


Paid-In


Comprehensive


(Accumulated


StockholdersShares


Amount


Capital


Income (Loss)


Deficit)


Equity(In thousands)Balance at December 31, 2005


20,669


$
95,978


$
1,187


$
238


$
(9,529
)

$
87,874Shares issued in connection with:Exercise of stock options


360



2,666















2,666Employee stock purchase plan


159



824















824Income tax benefits realized from activity in employee stock
    plans










2,707











2,707Stock-based compensation expense










3,425











3,425Net income


















46,698



46,698Foreign currency translation adjustment














116







116Comprehensive income






















46,814Balance at December 31, 2006


21,188


$
99,468


$
7,319


$
354


$
37,169


$
144,310Shares issued in connection with:Exercise of stock options


313



2,141



353











2,494Employee stock purchase plan


90



671



704











1,375Reclassification of par value for Delaware reincorporation






(102,258
)


102,258











Income tax benefits realized from activity in employee stock
    plans










3,009











3,009Stock-based compensation expense










6,379











6,379Net income


















27,345



27,345Foreign currency translation adjustment














251







251Comprehensive income






















27,596Balance at December 31, 2007


21,591


$
22


$
120,022


$
605


$
64,514


$
185,163Shares issued in connection with:Exercise of stock options


48







322











322Employee stock purchase plan


166







1,516











1,516Income tax benefits realized from activity in employee stock
    plans










327











327Stock-based compensation expense










6,499











6,499Net loss


















(15,345
)


(15,345
)Unrealized loss on securities held as available for sale














(5,247
)






(5,247
)Foreign currency translation adjustment














(166
)






(166
)Comprehensive loss






















(20,758
)Balance at December 31, 2008


21,805


$
22


$
128,686


$
(4,808
)

$
49,169


$
173,069    41




---



##### Table of Contents



INTEVAC,
    INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Years Ended December 31,2008


2007


2006(In thousands)Operating activitiesNet income (loss)

$
(15,345
)

$
27,345


$
46,698Adjustments to reconcile net income (loss) to net cash and cash
    equivalents provided by (used in) operating activities:Depreciation & amortization


4,709



4,203



2,846Net accretion of investment premiums and discounts


(256
)


(175
)


(264
)Impairment of goodwill and intangible assets


10,498







Amortization of intangible assets


700



218



Equity-based compensation


6,577



6,270



3,356Deferred income taxes


(8,002
)


(1,654
)


(4,581
)Excess tax benefits from equity-based compensation


(327
)


(3,009
)


(2,707
)Loss on disposal of equipment


7







39Changes in assets and liabilities:Accounts receivable


765



26,687



2,928Inventory


4,434



16,657



(12,994
)Prepaid expenses and other assets


(100
)


(2,537
)


(1,903
)Accounts payable


(3,468
)


(8,671
)


8,904Accrued payroll and other accrued liabilities


(5,475
)


(3,964
)


9,762Customer advances


(2,911
)


(20,736
)


3,107Total adjustments


7,151



13,289



8,493Net cash and cash equivalents provided by (used in) operating
    activities


(8,194
)


40,634



55,191Investing activitiesPurchase of investments


(7,000
)


(175,624
)


(152,280
)Proceeds from sales and maturities of investments


45,850



126,400



123,425Sale of investment in 601 California Avenue LLC






2,431



Acquisition of Oerlikon assets, net of cash acquired


(15,093
)






Acquisition of DeltaNu, LLC, net of cash acquired






(2,083
)


Acquisition of Creative Display Systems, LLC, net of cash
    acquired






(4,782
)


Purchase of equipment


(4,185
)


(5,735
)


(8,423
)Net cash and cash equivalents provided by (used in) investing
    activities


19,572



(59,393
)


(37,278
)Financing activitiesProceeds from issuance of common stock


1,838



3,869



3,490Repayment of note payable


(2,000
)






Excess tax benefits from equity-based compensation plans


327



3,009



2,707Net cash and cash equivalents provided by financing activities


165



6,878



6,197Effect of exchange rate changes on cash


(15
)


114



75Net increase (decrease) in cash and cash equivalents


11,528



(11,767
)


24,185Cash and cash equivalents at beginning of period


27,673



39,440



15,255Cash and cash equivalents at end of period

$
39,201


$
27,673


$
39,440Cash paid (received) for:Income taxes

$
410


$
11,644


$
5,722Income tax refund


(3,717
)


(259
)


Other non-cash changes:Notes payable issued for the acquisition of DeltaNu, LLC

$



$
3,720


$
    42




---



##### Table of Contents



INTEVAC,
    INC.
 
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Summary
    of Significant Accounting Policies  Principals
    of Consolidation and Basis of Presentation
      Reclassifications
    Out of
    Period Adjustment
    Cash,
    Cash Equivalents and Investments
    Fair
    Value Measurement  Definition and
    Hierarchy
      Level 1
  Level 2
  Level 3
 43




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Trade
    Receivables and Doubtful Accounts
      Inventories
    Property,
    Plant and Equipment
    Goodwill
    and Purchased Intangible Assets
      Impairment
    of Long-Lived Assets
   44




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
          Sales
    and Value Added Taxes
    Revenue
    Recognition
      Foreign
    Currency Translation
   45




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Comprehensive
    Income
    December 31,2008


2007(In thousands)Accumulated net unrealized holding loss on available-for-sale
    investments, net of tax

$
(5,247
)

$
Foreign currency translation gains and losses


439



605Total accumulated other comprehensive income (loss)

$
(4,808
)

$
605   Employee
    Stock Plans
    Recent
    Accounting Pronouncements
    142-3, (FSP 142-3).
 46




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FSP 142-3
        FSP 157-1, (FSP 157-1) FSP 157-2, (FSP 157-2). FSP 157-1 FSP 157-2 FSP 157-1 FSP 157-2
  FSP 157-3, (FSP 157-3), FSP 157-3 FSP 157-3 FSP 157-3
 47




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.
    Equity-Based
    Compensation    Descriptions
    of Plans
  2004
    Equity Incentive Plan
        2003
    Employee Stock Purchase Plan
   48




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2008


2007


2006Equity-based compensation by type of award:Stock options

$
5,252


$
5,517


$
2,803Employee stock purchase plan


1,247



864



622Amounts released to cost of sales (capitalized as inventory)


78



(111
)


(69
)Total equity-based compensation


6,577



6,270



3,356Tax effect on equity-based compensation


(1,785
)


(1,882
)


(784
)Net effect on net income

$
4,792


$
4,388


$
2,572     Stock
    Options
    2008

2007

2006Stock Options:Expected volatility


65.60
%


66.67
%


74.44
%Risk free interest rate


2.87
%


4.05
%


4.68
%Expected term of options (in years)


4.47



4.49



4.71Dividend yield


None



None



None      49




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  ESPP
    2008

2007

2006Stock Purchase Rights:Expected volatility


62.65
%


63.15
%


59.25
%Risk free interest rate


1.68
%


3.94
%


4.67
%Expected term of purchase rights (in years)


1.87



1.97



1.92Dividend yield


None



None



None     Stock
    Plan Activity
  2004
    Equity Incentive Plan
    WeightedWeighted

AverageAverage

Remaining

AggregateExercise

Contractual

IntrinsicShares

Price

Term (years)

ValueOptions outstanding at December 31, 2007


2,587,854


$
13.37



7.64


$
8,004,456Options granted


697,300


$
11.40Options forfeited


(311,339
)

$
15.08Options exercised


(47,404
)

$
6.80Options outstanding at December 31, 2008


2,926,411


$
12.83



7.13


$
683,649Vested and expected to vest at December 31, 2008


2,719,975


$
12.74



7.00


$
680,393Options exercisable at December 31, 2008


1,232,874


$
11.64



5.46


$
667,879    50




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options OutstandingWeightedAverage



Options ExercisableNumber of

Remaining

Weighted

Number

WeightedShares

Contractual

Average

Vested and

AverageRange of Exercise Prices

Outstanding

Term (In Years)

Exercise Price

Exercisable

Exercise Price$2.63   $4.06


313,144



3.50


$
2.98



313,144


$
2.98$4.07   $7.72


330,175



5.98


$
6.94



109,275


$
6.34$7.73   $10.69


249,665



5.02


$
9.32



160,565


$
9.93$10.70  $15.40


840,863



8.88


$
12.33



130,051


$
13.24$15.41  $15.81


144,375



6.54


$
15.80



77,625


$
15.80$15.82  $16.13


638,064



7.85


$
16.12



247,839


$
16.13$16.14  $22.01


241,500



7.75


$
19.71



126,000


$
19.68$22.12  $29.45


168,625



7.49


$
25.45



68,375


$
24.87$2.63  $29.45


2,926,411



7.13


$
12.83



1,232,874


$
11.64   2003
    Employee Stock Purchase Plan
    3.
    Earnings
    Per Share      2008


2007


2006(In thousands)Numerator:Numerator for diluted earnings per share  income
    (loss) available to common stockholders

$
(15,345
)

$
27,345


$
46,698Denominator:Denominator for basic earnings per share 
    weighted-average shares


21,724



21,447



21,015Effect of dilutive securities:Employee stock options(1)






703



921Dilutive potential common shares






703



921Denominator for diluted earnings per share  adjusted


21,724



22,150



21,936     (1)
    
    Potentially dilutive securities, consisting of shares issuable
    upon exercise of employee stock options, are excluded from the
    calculation of diluted EPS if their effect would be
    anti-dilutive. The weighted average number of employee stock
    options excluded from the twelve-month periods ended
    December 31, 2008, 2007, and 2006 was 2,760,874, 784,684,
    and 426,606 respectively. 51




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Concentrations  Credit
    Risk and Significant Customers
        Products
    5.
    Balance
    Sheet Details    Inventory
    December 31,2008


2007(In thousands)Raw materials

$
10,470


$
13,666Work-in-progress


4,932



6,191Finished goods


2,272



2,276$
17,674


$
22,133    52




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property,
    Plant and Equipment
  December 31,2008


2007(In thousands)Leasehold improvements

$
13,834


$
12,631Machinery and equipment


28,263



27,18542,097



39,816Less accumulated depreciation and amortization


27,211



24,414Total property, plant and equipment, net

$
14,886


$
15,402   Customer
    Advances
    Other
    Accrued Liabilities
  December 31,2008


2007(In thousands)Accrued product warranties

$
1,286


$
2,814Deferred income


588



250Other taxes payable


517



90Accrued income taxes


421



185Other


363



824Total other accrued liabilities

$
3,175


$
4,163   6.
    Goodwill
    and Purchased Intangible Assets, Net    IntevacEquipment


Photonics


Total(In thousands)Balance as of January 1, 2007

$



$



$
Goodwill acquired during the period






7,905



7,905Balance as of December 31, 2007






7,905



7,905Goodwill acquired during the period


9,768







9,768Impairment charges


(9,689
)






(9,689
)Foreign exchange


(79
)






(79
)Balance as of December 31, 2008

$



$
7,905


$
7,905  53




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31, 2008


December 31, 2007Gross





Net


GrossCarrying


Accumulated


Carrying


Carrying


Accumulated


Net CarryingAmount


Amortization


Amount


Amount


Amortization


Amount(In thousands)Customer relationships

$
3,152


$
282


$
2,870


$
620


$
35


$
585Purchased technology


1,136



101



1,035



890



15



875Covenants not to compete


140



111



29



140



48



92Backlog


199



199







230



120



110Total amortizable intangible assets


4,627



693



3,934



1,880



218



1,662Indefinite life tradename


120







120



120







120Total intangible assets

$
4,747


$
693


$
4,054


$
2,000


$
218


$
1,782       7.
    Business
    Combinations   54




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            8.
    Financial
    Instruments   55




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,


December 31,2008


2007(In thousands)Amortized principal amount:Debt securities issued by U.S. government agencies

$



$
29,744Auction rate securities


66,328



81,450Corporate debt securities






1,800Total investments in debt securities

$
66,328


$
112,994Short-term investments

$



$
110,985Long-term investments


66,328



2,009Total investments in debt securities

$
66,328


$
112,994Approximate fair value of investments in debt securities

$
66,328


$
113,029   97-98%
     56




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Investment securities at January 1, 2008

$
81,450Net unrealized gains and losses included in earnings


Net unrealized gains and losses included in other comprehensive
    income


(8,072
)Purchases and settlements, net


(7,050
)Investment securities at December 31, 2008

$
66,328Net change in unrealized gains and losses relating to
    instruments still held at December 31, 2008

$
(8,072
)   9.
    Equity
    Investment  601
    California Avenue LLC
      10.
    Borrowing
    Facility   57




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Income
    Taxes    Years Ended December 31,2008


2007


2006Federal:Current

$
(3,498
)

$
9,534


$
9,479Deferred


(7,442
)


(1,507
)


(3,750
)(10,940
)


8,027



5,729State:Current


3



3



2Deferred


(560
)


(147
)


(831
)(557
)


(144
)


(829
)Foreign:Current


303



350



179Total

$
(11,194
)

$
8,233


$
5,079     Years Ended December 31,2008


2007


2006U.S

$
(28,886
)

$
32,066


$
51,004Foreign


2,347



3,512



773$
(26,539
)

$
35,578


$
51,777Effective tax rate


42.2
%


23.1
%


9.8
%    58




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2008


2007Deferred tax assets:Vacation, rent, warranty and other accruals

$
742


$
1,142Depreciation and amortization


3,806



186Inventory valuation


3,254



3,217Deferred income


(264
)


99Equity-based compensation


4,935



3,003Research and other tax credit carry-forwards


9,320



2,472Impairment losses on available for sale securities


2,825



Other


(552
)


(47
)24,066



10,072Valuation allowance for deferred tax assets


(6,097
)


(2,723
)Net deferred tax assets

$
17,969


$
7,349As reported on the balance sheet:Current assetsDeferred tax assets

$
3,696


$
4,133Valuation allowance for deferred tax assets


(492
)


(524
)Net current deferred tax assets


3,204



3,609Other long term assetsDeferred tax assets


20,370



5,939Valuation allowance for deferred tax assets


(5,605
)


(2,199
)Net non-current deferred tax assets


14,765



3,740Net deferred tax assets

$
17,969


$
7,349    59




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2007


2006Income tax (benefit) at the federal statutory rate

$
(9,289
)

$
12,452


$
18,122State income taxes, net of federal benefit


(312
)


27



(539
)Effect of foreign operations taxes at various rates


(518
)


(879
)


(93
)Research tax credits


(1,100
)


(1,800
)


(2,128
)Effect of tax rate changes, permanent differences and
    adjustments of prior deferrals


(36
)


(1,699
)


(38
)Equity-based compensation










1,943Unrecognized tax benefits


140



400



Change in valuation allowance






(121
)


(12,188
)Other


(79
)


(147
)


Total

$
(11,194
)

$
8,233


$
5,079     non-U.S. operations non-U.S. subsidiaries
   60




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (In thousands):Beginning balance as of December 31, 2007

$
400Settlements and effective settlements with tax authorities and
    related remeasurements


Lapse of statute of limitations


Increases in balances related to tax positions taken during
    prior periods


Decreases in balances related to tax positions taken during
    prior periods


Increases in balances related to tax positions taken during
    current period


140Balance as of at December 31, 2008

$
540       12.
    Employee
    Benefit Plans  Employee
    Savings and Retirement Plan
    Employee
    Bonus Plans
    13.
    Commitments
    and Contingencies  Leases
   61




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Guarantees
  Officer
    and Director Indemnifications
    Other
    Indemnifications
    Warranty
     62




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007(In thousands)Beginning balance

$
3,092


$
5,283Expenditures incurred under warranties


(2,997
)


(4,158
)Accruals for product warranties


1,450



2,137Adjustments to previously existing warranty accruals


150



(170
)Ending balance

$
1,695


$
3,092     December 31,2008


2007(In thousands)Other accrued liabilities

$
1,286


$
2,814Other long-term liabilities


409



278Total warranty provision

$
1,695


$
3,092   Legal
    Matters
      14.
    Segment
    and Geographic Information     63




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Net
    Revenues
  2008


2007


2006(In thousands)Equipment

$
87,469


$
196,686


$
248,482Intevac Photonics


22,838



19,148



11,393Total segment net revenues

$
110,307


$
215,834


$
259,875   Operating
    Profit (Loss)
  2008


2007


2006(In thousands)Equipment

$
(9,924
)

$
32,903


$
52,223Intevac Photonics


(6,674
)


(2,919
)


(4,826
)Total segment operating profit (loss)


(16,598
)


29,984



47,397Unallocated costs


(3,375
)


(2,548
)


602Impairment of goodwill and intangible assets


(10,498
)






Operating income (loss)


(30,471
)


27,436



47,999Interest income


3,968



6,544



3,501Other income and expense, net


(36
)


1,598



277Income (loss) before income taxes

$
(26,539
)

$
35,578


$
51,777  64




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Depreciation
    and amortization
  2008


2007


2006(In thousands)Equipment

$
2,851


$
2,228


$
1,120Intevac Photonics


1,384



1,492



1,217Total segment depreciation and amortization


4,235



3,720



2,337Unallocated costs


1,174



701



509Total consolidated depreciation and amortization

$
5,409


$
4,421


$
2,846   Capital
    Additions
  2008


2007


2006(In thousands)Equipment

$
1,588


$
2,816


$
5,702Intevac Photonics


1,743



858



979Total segment capital additions


3,331



3,674



6,681Unallocated


854



2,061



1,742Total consolidated capital additions

$
4,185


$
5,735


$
8,423   Segment
    Assets
  2008


2007(In thousands)Equipment

$
33,132


$
31,814Intevac Photonics


23,839



25,609Total segment assets


56,971



57,423Cash and investments


105,529



140,667Deferred income taxes


17,969



7,349Other current assets


3,753



4,162Common property, plant and equipment


3,643



3,964Other assets


1,304



1,848Consolidated total assets

$
189,169


$
215,413  65




---



##### Table of Contents



INTEVAC,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006(In thousands)United States

$
33,806


$
38,801


$
26,473Asia(*)


75,102



175,907



233,158Europe


1,321



1,083



244Rest of world


78



43



Total net revenues

$
110,307


$
215,834


$
259,875     (*)
    
    Revenues are attributable to the geographic area in which
    Intevacs customers are located. Net trade revenues in Asia
    includes shipments to Singapore, China, Japan and Malaysia.    2008


2007(In thousands)United States

$
14,016


$
14,368Asia


870



1,034Net property, plant & equipment

$
14,886


$
15,402   15.
    Quarterly
    Consolidated Results of Operations (Unaudited)  Three Months EndedMarch 29,

June 28,

Sept. 27,

Dec. 31,2008

2008

2008

2008(In thousands, except per share data)Net sales

$
33,175


$
32,132


$
28,560


$
16,440Gross profit


15,311



13,133



9,085



5,810Net income (loss)


1,563



(937
)


(3,353
)


(12,618
)Basic income (loss) per share

$
0.07


$
(0.04
)

$
(0.15
)

$
(0.58
)Diluted income (loss) per share


0.07



(0.04
)


(0.15
)


(0.58
)   Three Months EndedMarch 31,

June 30,

Sept. 29,

Dec. 31,2007

2007

2007

2007(In thousands, except per share data)Net sales

$
76,374


$
72,105


$
50,604


$
16,751Gross profit


32,782



30,827



24,615



7,819Net income (loss)


9,845



11,552



8,364



(2,416
)Basic income (loss) per share

$
0.46


$
0.54


$
0.39


$
(0.11
)Diluted income (loss) per share


0.44



0.52



0.38



(0.11
)  66




---



##### Table of Contents



Item 9.
    Changes
    In and Disagreements With Accountants on Accounting and
    Financial Disclosure   
  Item 9A.
    Controls
    and Procedures  Managements
    Report on Assessment of Internal Controls Over Financial
    Reporting
  Conclusions
    Regarding Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f) Internal
    Control  Integrated Framework Internal Control  Integrated
    Framework
  Changes
    in Internal Control over Financial Reporting
    Limitations
    on the Effectiveness of Controls
   67




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    Internal Control  Integrated Fram
        Internal Control  Integrated
    Framework
    GRANT
    THORNTON LLP
    68




---



##### Table of Contents



Item 9B.
    Other
    Information  8-K Form 10-K.
 
  PART III
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K.
 
  Item 11.
    Executive
    Compensation   
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Securities authorized for issuance under equity compensation
    plans.
  (a)





(c)Number of Securities


(b)


Number of Securitiesto be Issued Upon


Weighted-Average


Remaining AvailableExercise of


Exercise Price of


for Future IssuanceOutstanding Options,


Outstanding Options,


Under EquityPlan Category

Warrants and Rights


Warrants and Rights


Compensation Plans(1)Equity compensation plans approved by security holders(2)


2,926,411


$
7.13



886,218Equity compensation plans not approved by security holders










Total


2,926,411


$
7.13



886,218     (1)
    
    Excludes securities reflected in column (a).(2)
    
    Included in the column (c) amount are 132,326 shares
    available for future issuance under Intevacs 2003 Employee
    Stock Purchase Plan.   69




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   
  Item 14.
    Principal
    Accountant Fees and Services   
  PART IV
 
  Item 15.
    Exhibits
    and Financial Statement Schedules    Form 10-K.
    Form 10-K:
        ExhibitNumber

Description3
.1


(1)


Certificate of Incorporation of the Registrant3
.2


(2)


Bylaws of the Registrant, as amended10
.1+


(3)


The Registrants 1995 Stock Option/Stock Issuance Plan, as
    amended10
.2+


(4)


The Registrants 2003 Employee Stock Purchase Plan, as
    amended10
.3+


(5)


The Registrants 2004 Equity Incentive Plan, as amended10
.4


(6)


Lease, dated February 5, 2001 regarding the space located
    at 3510, 3544, 3560, 3570 and 3580 Bassett Street,
    Santa Clara, California, including the First through Sixth
    Amendments10
.6+


(3)


The Registrants 401(k) Profit Sharing Plan10
.8


(7)


Loan Facility with Citigroup Global Markets, Inc.10
.9





Director and Officer Indemnification Agreement10
.11+





The Registrants Executive Incentive Plan10
.12+





Employment Agreement of Kevin Fairbairn dated January 24,
    2002, as amended21
.1





Subsidiaries of the Registrant23
.1





Consent of Independent Registered Public Accounting Firm23
.2





Consent of Independent Valuation Firm24
.1





Power of Attorney (see page 74)31
.1





Certification of President and Chief Executive Officer Pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002 70




---



##### Table of Contents



ExhibitNumber

Description31
.2





Certification of Vice-President, Finance and Administration,
    Chief Financial Officer, Treasurer and Secretary Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1





Certifications Pursuant to U.S.C. 1350, adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002     (1)
    
    Previously filed as an exhibit to the Companys Report on
    Form 8-K
    filed July 23, 2007(2)
    
    Previously filed as an exhibit to the Companys Report on
    Form 8-K
    filed November 19, 2008(3)
    
    Previously filed as an exhibit to the Registration Statement on
    Form S-1
    (No. 33-97806)(4)
    
    Previously filed as an exhibit to the Companys Definitive
    Proxy Statements filed March 25, 2003(5)
    
    Previously filed as an exhibit to the Companys Report on
    Form 8-K
    filed May 20, 2008(6)
    
    Previously filed as an exhibit to the Companys
    Form 10-K
    filed March 16, 2007(7)
    
    Previously filed as an exhibit to the Companys Report on
    Form 8-K
    filed March 6, 2008+
    
    Management compensatory plan or arrangement required to be filed
    as an exhibit pursuant to Item 15(c) of
    Form 10-K 71




---



##### Table of Contents



SIGNATURES
    INTEVAC, INC.
  By:
    /s/  JEFFREY
    ANDRESON       POWER OF
    ATTORNEY
  Form 10-K,
    Signature

Title

Date/s/  KEVIN
    FAIRBAIRN(Kevin
    Fairbairn)

President, Chief Executive Officer and Director (Principal
    Executive Officer)

March 4, 2009/s/  NORMAN
    H. POND(Norman
    H. Pond)

Chairman of the Board

March 4, 2009/s/  JEFFREY
    ANDRESON(Jeffrey
    Andreson)

Vice President, Finance and Administration, Chief Financial
    Officer Treasurer and Secretary (Principal Financial and
    Accounting Officer)

March 4, 2009/s/  DAVID
    DURY(David
    Dury)

Director

March 4, 2009/s/  STANLEY
    J. HILL(Stanley
    J. Hill)

Director

March 4, 2009/s/  ROBERT
    LEMOS(Robert
    Lemos)

Director

March 4, 2009/s/  PING
    YANG(Ping
    Yang)

Director

March 4, 2009  72




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##### Table of Contents



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  INTEVAC,
    INC.
  Additions (Reductions)Balance at


Charged (Credited)


Charged (Credited)





Balance atBeginning


to Costs and


to Other


Deductions -


EndDescription

of Period


Expenses


Accounts


Describe


of Period(In thousands)Year ended December 31, 2006:Deducted from asset accounts:Allowance for doubtful accounts

$
154


$
(14
)

$
3


$



$
143Inventory provisions


10,988



1,527



(32
)


3,355
(2)


9,128Year ended December 31, 2007:Deducted from asset accounts:Allowance for doubtful accounts

$
143


$
(84
)

$



$
2
(1)

$
57Inventory provisions


9,128



862



155



2,395
(2)


7,750Year ended December 31, 2008:Deducted from asset accounts:Allowance for doubtful accounts

$
57


$
93


$



$
5
(1)

$
145Inventory provisions


7,750



2,001



711



1,404
(2)


9,058     (1)

    
    Write-offs of amounts deemed uncollectible.(2)

    
    Write-off of inventory having no future use or value to the
    Company. 73