##### Table of Contents



X
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    
    September 30, 2007__
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromCommission File Number
    
    0-18277
 
 Delaware
(State of Incorporation)
    
    04-2742817
(I.R.S. Employer 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




---



##### 



PagePart
I - Financial Information:Item 1
- Financial Statements (Unaudited)Condensed
Consolidated Balance Sheets at 
September 30, 2007 and December 31, 2006 (as restated)
    
    
    
    1Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 2007 and 2006 (as restated)
    
    
    
    2Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 2007 and 2006 (as restated)
    
    
    
    3Notes to Condensed Consolidated Financial Statements (as restated)
    
    
    
    4Item 2
- Managements Discussion and Analysis of 
Financial Condition and Results of Operations
    
    
    
    17Item 3
- Quantitative and Qualitative Disclosures About Market Risk
    
    
    
    26Item 4
- Controls and Procedures
    
    
    
    26Part
II - Other Information:Item 1
- Legal Proceedings
    
    
    
    29Item 1A
- Risk Factors
    
    
    
    30Item 2
- Unregistered Sales of Equity Securities and Use of
Proceeds
    
    
    
    31Item 3
- Defaults Upon Senior Securities
    
    
    
    32Item 4
- Submission of Matters to a Vote of Security Holders
    
    
    
    32Item 5
- Other Information
    
    
    
    32Item 6
- Exhibits
    
    
    
    32Signature(s)
    
    
    
    33EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of Interim CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of Interim CFO




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##### Table of Contents



FORM 10-Q
PART 1
ITEM 1
PAGE 1
 
 Item 1  Financial Statements
 
  
 Assets
    

September
30, 2007
    
    
    December 31, 2006(As Restated)Current assets:Cash and cash equivalents
    
    $
    49,504
    
    
    $
    35,860Restricted cash and short-term investments
    
    
    1,045
    
    
    
    1,045Short-term investments
    
    
    28,542
    
    
    
    81,681Accounts receivable, less allowance of
$404 in 2007 and $583 in 2006
    
    
    28,242
    
    
    
    30,399Insurance receivable for litigation settlements
    
    
    
    
    
    
    12,800Inventories, net
    
    
    21,905
    
    
    
    22,001Deferred tax assets
    
    
    3,648
    
    
    
    3,702Other current assets
    
    
    2,505
    
    
    
    2,181Total current assets
    
    
    135,391
    
    
    
    189,669Property, plant and equipment, net
    
    
    50,464
    
    
    
    51,573Other assets
    
    
    5,386
    
    
    
    5,691$
    191,241
    
    
    $
    246,933Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    9,843
    
    
    $
    7,273Accrued compensation and benefits
    
    
    5,212
    
    
    
    5,192Accrued expenses
    
    
    3,823
    
    
    
    4,189Accrual for litigation settlements
    
    
    240
    
    
    
    50,000Income taxes payable
    
    
    628
    
    
    
    2,049Deferred revenue
    
    
    853
    
    
    
    76Total current liabilities
    
    
    20,599
    
    
    
    68,779Deferred income taxes
    
    
    4,377
    
    
    
    4,389Minority interests
    
    
    3,679
    
    
    
    3,593Stockholders equity:Preferred Stock
    
    
    
    
    
    
    Class B Common Stock
    
    
    118
    
    
    
    119Common Stock
    
    
    384
    
    
    
    382Additional paid-in capital
    
    
    159,011
    
    
    
    158,021Retained earnings
    
    
    124,766
    
    
    
    133,405Accumulated other comprehensive income
    
    
    134
    
    
    
    72Treasury stock, at cost
    
    
    (121,827
    )
    
    
    (121,827
    )Total stockholders equity
    
    
    162,586
    
    
    
    170,172$
    191,241
    
    
    $
    246,933




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##### Table of Contents



FORM 10-Q
PART I
ITEM 1
PAGE 2
 
  
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
        2006(As restated)
    
    
    
    
    
    
    (As restated)Net revenues
    
    $
    47,693
    
    
    $
    46,932
    
    
    $
    141,880
    
    
    $
    144,014Cost of revenues
    
    
    29,789
    
    
    
    26,981
    
    
    
    84,150
    
    
    
    81,852Gross margin
    
    
    17,904
    
    
    
    19,951
    
    
    
    57,730
    
    
    
    62,162Operating expenses:Selling, general and administrative
    
    
    12,314
    
    
    
    11,225
    
    
    
    36,490
    
    
    
    33,796Research and development
    
    
    7,735
    
    
    
    7,961
    
    
    
    22,802
    
    
    
    23,531(Gain) loss from litigation-related
settlements, net
    
    
    0
    
    
    
    0
    
    
    
    (1,353
    )
    
    
    0Total operating expenses
    
    
    20,049
    
    
    
    19,186
    
    
    
    57,939
    
    
    
    57,327Income (loss) from operations
    
    
    (2,145
    )
    
    
    765
    
    
    
    (209
    )
    
    
    4,835Other income (expense), net
    
    
    1,242
    
    
    
    1,318
    
    
    
    3,725
    
    
    
    3,787Income (loss) before income taxes
    
    
    (903
    )
    
    
    2,083
    
    
    
    3,516
    
    
    
    8,622(Benefit) provision for income taxes
    
    
    (1,616
    )
    
    
    (379
    )
    
    
    (1,329
    )
    
    
    210Loss from equity method investment (net of
tax)
    
    
    170
    
    
    
    70
    
    
    
    1,007
    
    
    
    242Net income
    
    $
    543
    
    
    $
    2,392
    
    
    $
    3,838
    
    
    $
    8,170Net income per common share:Basic
    
    $
    0.01
    
    
    $
    0.06
    
    
    $
    0.09
    
    
    $
    0.19Diluted
    
    $
    0.01
    
    
    $
    0.06
    
    
    $
    0.09
    
    
    $
    0.19Shares used to compute
net income per share:Basic
    
    
    41,617
    
    
    
    41,703
    
    
    
    41,586
    
    
    
    41,932Diluted
    
    
    41,715
    
    
    
    41,771
    
    
    
    41,657
    
    
    
    42,212Cash dividends per share
    
    $
    0.15
    
    
    $
    0.00
    
    
    $
    0.30
    
    
    $
    0.27




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##### Table of Contents



FORM 10-Q
PART I
ITEM 1
PAGE 3
 
  
 Nine Months EndedSeptember
30, 2007
    
    

September
30, 2006(As restated)Operating activities:Net income
    
    $
    3,838
    
    
    $
    8,170Adjustments to reconcile net income to net
cash (used in) provided by operating activities:Depreciation and amortization
    
    
    8,928
    
    
    
    10,621Loss from equity method investee (net of tax)
    
    
    1,007
    
    
    
    242Stock compensation expense
    
    
    498
    
    
    
    523(Accretion) amortization of bond (discount) premium
    
    
    (437
    )
    
    
    14Gain on disposals of equipment
    
    
    (108
    )
    
    
    (75
    )Minority interest in net income of subsidiaries
    
    
    179
    
    
    
    417Change in current assets and liabilities, net
    
    
    (33,314
    )
    
    
    (8,852
    )Net cash (used in) provided by operating activities
    
    
    (19,409
    )
    
    
    11,060Investing activities:Purchases of investments
    
    
    (102,060
    )
    
    
    (105,107
    )Sales and maturities of investments
    
    
    155,636
    
    
    
    109,398Additions to property, plant and equipment
    
    
    (7,427
    )
    
    
    (4,242
    )Proceeds from sale of equipment
    
    
    108
    
    
    
    0Purchase of equity method investment
    
    
    (1,000
    )
    
    
    0Increase in other assets
    
    
    (85
    )
    
    
    (148
    )Net cash provided by (used in) investing activities
    
    
    45,172
    
    
    
    (99
    )Financing activities:Proceeds from issuance of Common Stock
    
    
    495
    
    
    
    5,566Dividends paid
    
    
    (12,569
    )
    
    
    (11,343
    )Acquisitions of treasury stock
    
    
    0
    
    
    
    (10,835
    )Net cash used in financing activities
    
    
    (12,074
    )
    
    
    (16,612
    )Effect of foreign exchange rates on cash
    
    
    (45
    )
    
    
    3Net increase (decrease) in cash and cash equivalents
    
    
    13,644
    
    
    
    (5,648
    )Cash and cash equivalents at beginning of period
    
    
    35,860
    
    
    
    33,703Cash and cash equivalents at end of period
    
    $
    49,504
    
    
    $
    28,055




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 4
  
 
 Basis of Presentation
    Cash and Short-Term Investments




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 5
  
 Stock-Based Compensation
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Cost of revenues
    
    $
    12
    
    
    $
    16
    
    
    $
    36
    
    
    $
    65Selling, general and administrative
    
    
    104
    
    
    
    92
    
    
    
    268
    
    
    
    271Research and development
    
    
    61
    
    
    
    65
    
    
    
    194
    
    
    
    187Total stock based compensation
    
    $
    177
    
    
    $
    173
    
    
    $
    498
    
    
    $
    523
 Net Income per Share
  Three Months Ended
    
    
    Nine Months EndedSeptember 30
    
    
    September 302007
    
    
    2006
    
    
    2007
    
    
    2006(As restated)
    
    
    
    
    
    
    (As restated)Numerator:Net income
    
    $
    543
    
    
    $
    2,392
    
    
    $
    3,838
    
    
    $
    8,170Denominator:Denominator for basic income
per share-weighted average shares
    
    
    41,617
    
    
    
    41,703
    
    
    
    41,586
    
    
    
    41,932Effect of dilutive securities:Employee stock options
    
    
    98
    
    
    
    68
    
    
    
    71
    
    
    
    280Denominator for diluted income per
share-adjusted weighted-average
shares and assumed conversions
    
    
    41,715
    
    
    
    41,771
    
    
    
    41,657
    
    
    
    42,212Basic income per share
    
    $
    0.01
    
    
    $
    0.06
    
    
    $
    0.09
    
    
    $
    0.19Diluted income per share
    
    $
    0.01
    
    
    $
    0.06
    
    
    $
    0.09
    
    
    $
    0.19




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 6
  
 Net Income per Share (Continued)
  Inventories
   September
30, 2007
    
    

December
31, 2006Raw materials
    
    $
    23,039
    
    
    $
    23,805Work-in-process
    
    
    3,072
    
    
    
    2,319Finished goods
    
    
    4,128
    
    
    
    4,24030,239
    
    
    
    30,364Inventory reserves
    
    
    (8,334
    )
    
    
    (8,363
    )Net balance
    
    $
    21,905
    
    
    $
    22,001
 Investments




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 7
  
 Investments (Continued)
   September
30, 2007
    
    

December
31, 2006Equity method goodwill
    
    $
    762
    
    
    $
    775Intangible assets, net of amortization
    
    
    56
    
    
    
    51$
    818
    
    
    $
    826




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 8
  
 Investments (Continued)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30
    
    
    September 302007
    
    
    2006
    
    
    2007
    
    
    2006(As restated)
    
    
    
    
    
    
    (As restated)Allocation of losses from equity
method
investment (net of tax)
    
    $
    159
    
    
    $
    33
    
    
    $
    307
    
    
    $
    123Amortization of
intangible assets (net of tax)
    
    
    11
    
    
    
    37
    
    
    
    80
    
    
    
    119Other than temporary
decline in investment
    
    
    -
    
    
    
    -
    
    
    
    620
    
    
    
    -$
    170
    
    
    $
    70
    
    
    $
    1,007
    
    
    $
    242
  As Restated
    
    As Previously ReportedAs of December 31, 2006:Other assets
    
    $
    5,691
    
    
    $
    6,865Total assets
    
    
    246,933
    
    
    
    248,107Retained earnings
    
    
    133,405
    
    
    
    134,579Total stockholders equity
    
    
    170,172
    
    
    
    171,346Three months ended September 30, 2006:Loss from equity method investment, net
    
    $
    70
    
    
    $
    -Net income
    
    
    2,392
    
    
    
    2,462Net income per share  diluted
    
    
    0.06
    
    
    
    0.06Nine months ended September 30, 2006:Loss from equity method investment, net
    
    $
    242
    
    
    $
    -Net income
    
    
    8,170
    
    
    
    8,412Net income per share  diluted
    
    
    0.19
    
    
    
    0.20




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 9
  
 Investments (Continued)
   Product Warranties
   2007
    
    
    2006Balance at the beginning of the period
    
    $
    1,046
    
    
    $
    755Accruals for warranties for products sold in the period
    
    
    637
    
    
    
    144Fulfillment of warranty obligations
    
    
    (443
    )
    
    
    (130
    )Revisions of estimated obligations
    
    
    (275
    )
    
    
    (143
    )Balance at the end of the period
    
    $
    965
    
    
    $
    626




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 10
  
 Income Taxes




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 11
  
 Income Taxes (Continued)
   Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    

2007
    
    
    2006(As restated)
    
    
    
    
    
    
    (As restated)Net income
    
    $
    543
    
    
    $
    2,392
    
    
    $
    3,838
    
    
    $
    8,170Foreign currency translation gain (loss)
    
    
    88
    
    
    
    (40
    )
    
    
    58
    
    
    
    (14
    )Unrealized
(losses) gains on available for sale securities
    
    
    (2
    )
    
    
    41
    
    
    
    4
    
    
    
    140Comprehensive income
    
    $
    629
    
    
    $
    2,393
    
    
    $
    3,900
    
    
    $
    8,296
 Legal Proceedings




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 12
  
 Legal Proceedings (Continued)




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 13
  
 Segment Information




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 14
  
 Segment Information (Continued)
  Brick
    
    
    V*I Chip
    
    
    Picor
    
    
    Corporate
    
    
    Eliminations
    
    
    Total2007:Net revenues
    
    $
    45,220
    
    
    $
    2,404
    
    
    $
    1,101
    
    
    $
    -
    
    
    $
    (1,032
    )
    
    $
    47,693Income (loss) from
operations
    
    
    4,718
    
    
    
    (6,179
    )
    
    
    (697
    )
    
    
    (126
    )
    
    
    139
    
    
    
    (2,145
    )Total assets
    
    
    138,902
    
    
    
    12,078
    
    
    
    7,348
    
    
    
    107,263
    
    
    
    (74,350
    )
    
    
    191,241Depreciation and
amortization
    
    
    1,753
    
    
    
    519
    
    
    
    96
    
    
    
    376
    
    
    
    -
    
    
    
    2,7442006:Net revenues
    
    $
    46,249
    
    
    $
    517
    
    
    $
    1,208
    
    
    $
    -
    
    
    $
    (1,042
    )
    
    $
    46,932Income (loss) from
operations
    
    
    7,419
    
    
    
    (6,350
    )
    
    
    (279
    )
    
    
    (214
    )
    
    
    189
    
    
    
    765Total assets (as restated)
    
    
    110,382
    
    
    
    8,550
    
    
    
    7,072
    
    
    
    149,975
    
    
    
    (43,980
    )
    
    
    231,999Depreciation and
amortization
    
    
    2,249
    
    
    
    485
    
    
    
    84
    
    
    
    466
    
    
    
    -
    
    
    
    3,284
  Brick
    
    
    V*I Chip
    
    
    Picor
    
    
    Corporate
    
    
    Eliminations
    
    
    Total2007:Net revenues
    
    $
    136,697
    
    
    $
    4,797
    
    
    $
    3,378
    
    
    $
    -
    
    
    $
    (2,992
    )
    
    $
    141,880Income (loss) from
operations
    
    
    18,485
    
    
    
    (17,816
    )
    
    
    (1,995
    )
    
    
    691
    
    
    
    426
    
    
    
    (209
    )Total assets
    
    
    138,902
    
    
    
    12,078
    
    
    
    7,348
    
    
    
    107,263
    
    
    
    (74,350
    )
    
    
    191,241Depreciation and
amortization
    
    
    5,779
    
    
    
    1,507
    
    
    
    308
    
    
    
    1,334
    
    
    
    -
    
    
    
    8,9282006:Net revenues
    
    $
    141,631
    
    
    $
    1,984
    
    
    $
    2,616
    
    
    $
    -
    
    
    $
    (2,217
    )
    
    $
    144,014Income (loss) from
operations
    
    
    24,857
    
    
    
    (18,302
    )
    
    
    (1,635
    )
    
    
    (769
    )
    
    
    684
    
    
    
    4,835Total assets (as restated)
    
    
    110,382
    
    
    
    8,550
    
    
    
    7,072
    
    
    
    149,975
    
    
    
    (43,980
    )
    
    
    231,999Depreciation and
amortization
    
    
    7,493
    
    
    
    1,404
    
    
    
    240
    
    
    
    1,484
    
    
    
    -
    
    
    
    10,621
  Dividends




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##### Table of Contents



FORM 10-QPART IITEM 1PAGE 15
  
 Dividends (Continued)
    Impact of Recently Issued Accounting Standards




---



##### Table of Contents



FORM 10-QPART IITEM 1PAGE 16
  
 Impact of Recently Issued Accounting Standards (Continued)




---



##### Table of Contents



FORM 10-QPART IITEM 2PAGE 17
  
 
 Item 2
 Managements Discussion and Analysis of Financial Condition and Results of Operations
  Critical Accounting Policies and Estimates




---



##### Table of Contents



FORM 10-QPART IITEM 2PAGE 18
  
 Other Investments
  Income Taxes
  Results of Operations
 Three months ended September 30, 2007 compared to three months ended September 30, 2006




---



##### Table of Contents



FORM 10-QPART IITEM 2PAGE 19




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##### Table of Contents



FORM 10-QPART IITEM 2PAGE 20
  
  Increase2007
    
    
    2006
    
    
    (decrease)Interest income
    
    $
    983
    
    
    $
    1,483
    
    
    $
    (500
    )Foreign currency gains (losses)
    
    
    185
    
    
    
    (94
    )
    
    
    279Minority interest in net income of
subsidiaries
    
    
    (90
    )
    
    
    (113
    )
    
    
    23Gain on disposals
    
    
    86
    
    
    
    -
    
    
    
    86Other
    
    
    78
    
    
    
    42
    
    
    
    36$
    1,242
    
    
    $
    1,318
    
    
    $
    (76
    )




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##### Table of Contents



FORM 10-QPART IITEM 2PAGE 21
  
   Nine months ended September 30, 2007 compared to Nine months ended September 30, 2006




---



##### Table of Contents



FORM 10-QPART IITEM 2PAGE 22




---



##### Table of Contents



FORM 10-QPART IITEM 2PAGE 23
  
  Increase2007
    
    
    2006
    
    
    (decrease)Interest income
    
    $
    3,494
    
    
    $
    3,965
    
    
    $
    (471
    )Foreign currency gains
    
    
    149
    
    
    
    117
    
    
    
    32Minority interest in net income of
subsidiaries
    
    
    (179
    )
    
    
    (417
    )
    
    
    238Gain on disposals
    
    
    108
    
    
    
    75
    
    
    
    33Other
    
    
    153
    
    
    
    47
    
    
    
    106$
    3,725
    
    
    $
    3,787
    
    
    $
    (62
    )




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##### Table of Contents



FORM 10-QPART IITEM 2PAGE 24
  
    Liquidity and Capital Resources




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FORM 10-QPART IITEM 2PAGE 25




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FORM 10-QPART IITEMS 3-4PAGE 26
 
 
 Item 3  Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4  Controls and Procedures




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FORM 10-QPART IITEM 4PAGE 27




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FORM 10-QPART IITEM 4PAGE 28
 
    
    
    The Company performed an overall assessment of the staffing
requirements for the accounting department and obtained approval to
add two positions to its corporate accounting function to assist the
Company in evaluating complex and judgmental accounting and tax
issues. The Company filled both of the positions. One individual
began working with the Company in June 2007 and the second individual
began working with the Company at the end of August 2007. In a
separate development, in December 2007 the Company announced that Mark
A. Glazer, Chief Financial Officer, Treasurer, and Secretary
transitioned to the position of Vice President of Treasury Services.
Richard J. Nagel, Jr., Vice President, Chief Accounting Officer
assumed the role of Interim Chief Financial Officer. The Company has
begun a search for a new Chief Financial Officer, which it expects it
will take several months to complete.
    
    Management enhanced its policies and procedures related to review of
its cost-based investments for the nine months ended September 30,
2007, by including input from additional members of management,
including the Companys CEO. The Company is also developing processes
and controls to ensure proper accounting and reporting for the
investment, now that it is accounted for under the equity method of
accounting (see Note 6. to the unaudited condensed consolidated
financial statements).




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FORM 10-QPART IIITEM 1PAGE 29
 
 
 
 Item 1  Legal Proceedings




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FORM 10-QPART IIITEMS 1-1APAGE 30
 
 Item 1  Legal Proceedings (Continued)
  
 Item 1A  Risk Factors
  If we fail to develop or maintain an effective system of internal controls, we may not be
able to accurately report our financial results or prevent fraud or to ensure that
information required to be disclosed by the Company in the reports it files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time periods
specified.
   If we are unable to obtain required financial information for certain investments on a
timely basis, we may not be able to accurately report our financial results in the reports
we file or submit under the Exchange Act, within the time periods specified.




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FORM 10-QPART IIITEMS 1A-2PAGE 31
 
 Item 1A  Risk Factors (Continued)
  The failure of auction rate securities to sell at their reset dates could impact the
liquidity of the investment and could negatively impact the carrying value of the
investment
  
 Item 2  Unregistered Sales of Equity Securities and Use of Proceeds
 Issuer Purchases of Equity Securities
 Maximum Number(or ApproximateTotal Number of
    
    
    Dollar Value) ofShares (or Units)
    
    
    Shares (or Units)Total Number
    
    
    
    
    
    
    Purchased as Part
    
    
    that May Yet Beof Shares (or
    
    
    
    
    
    
    of Publicly
    
    
    Purchased UnderUnits)
    
    
    Average Price Paid
    
    
    Announced Plans
    
    
    the Plans orPeriod
    
    Purchased
    
    
    per Share (or Unit)
    
    
    or Programs
    
    
    ProgramsJuly 1
 31, 2007
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    $8,541,000August 1  31, 2007
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    $8,541,000September 1  30, 2007
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    $8,541,000Total
    
    
    -
    
    
    
    $-
    
    
    
    -
    
    
    
    $8,541,000




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FORM 10-QPART IIITEMS 3-6PAGE 32
 
 
 Item 3  Defaults Upon Senior Securities
  
 Item 4  Submission of Matters to a Vote of Security Holders
  
 Item 5  Other Information
  
 Item 6  Exhibits
 Exhibit Number
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 193431.2
    
    Certification of Interim Chief Financial Officer pursuant to Rule 13a-14(a) of
the Securities Exchange Act of 193432.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Interim Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




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Form 10-QPART IIPAGE 33
 
 SIGNATURES
  VICOR CORPORATIONDate:  February 26, 2008
    By:
    /s/ Patrizio VinciarelliPatrizio VinciarelliPresident, Chief Executive Officer
and Chairman of the Board
(Principal Executive Officer)Date:  February 26, 2008
    By:
    /s/ Richard J. Nagel, Jr.Richard J. Nagel, Jr.Interim Chief Financial Officer, 
Vice President, Chief Accounting Officer
   (Principal Financial Officer)