##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 (MARK ONE)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 28, 2009
 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 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
 þ o
 o o
  Large accelerated filer 
oAccelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)Smaller reporting company 
o o þ
 APPLICABLE ONLY TO CORPORATE ISSUERS:




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##### 



INTEVAC, INC.
 INDEX
 No.
    
    
    
    PagePART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (unaudited)Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    17Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4.
    
    Controls and Procedures
    
    
    24PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    25Item 1A.
    
    Risk Factors
    
    
    26Item 1B.
    
    Unresolved Staff Comments
    
    
    33Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    34Item 3.
    
    Defaults Upon Senior Securities
    
    
    34Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    34Item 5.
    
    Other Information
    
    
    34Item 6.
    
    Exhibits
    
    
    34SIGNATURES
    
    
    35EX-23.2EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 INTEVAC, INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS
 March 28,
    
    
    December 31,2009
    
    
    2008(Unaudited)(In thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    27,876
    
    
    $
    39,201Short-term investments
    
    
    5,993
    
    
    
    Trade and other accounts receivable, net of allowances of $117 at
March 28, 2009 and $145 at December 31, 2008
    
    
    9,217
    
    
    
    15,014Inventories
    
    
    17,178
    
    
    
    17,674Prepaid expenses and other current assets
    
    
    4,803
    
    
    
    4,806Deferred income tax assets
    
    
    3,801
    
    
    
    3,204Total current assets
    
    
    68,868
    
    
    
    79,899Property, plant and equipment, net
    
    
    14,417
    
    
    
    14,886Long-term investments
    
    
    66,961
    
    
    
    66,328Goodwill
    
    
    7,905
    
    
    
    7,905Other intangible assets, net of amortization of $834 at March 28,
2009 and $693 at December 31, 2008
    
    
    3,813
    
    
    
    4,054Deferred income taxes and other long-term assets
    
    
    18,429
    
    
    
    16,097Total assets
    
    $
    180,393
    
    
    $
    189,169LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Note payable
    
    $
    
    
    
    $
    2,000Accounts payable
    
    
    4,305
    
    
    
    4,214Accrued payroll and related liabilities
    
    
    2,927
    
    
    
    3,395Other accrued liabilities
    
    
    2,504
    
    
    
    3,175Customer advances
    
    
    1,071
    
    
    
    2,807Total current liabilities
    
    
    10,807
    
    
    
    15,591Other long-term liabilities
    
    
    384
    
    
    
    509Stockholders equity:Common stock, $0.001 par value
    
    
    22
    
    
    
    22Additional paid-in capital
    
    
    130,485
    
    
    
    128,686Accumulated other comprehensive loss
    
    
    (4,701
    )
    
    
    (4,808
    )Retained earnings
    
    
    43,396
    
    
    
    49,169Total stockholders equity
    
    
    169,202
    
    
    
    173,069Total liabilities and stockholders equity
    
    $
    180,393
    
    
    $
    189,169
   3




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INTEVAC, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months endedMarch 28,
    
    
    March 29,2009
    
    
    2008(Unaudited)(In thousands, except pershare amounts)Net revenues:Systems and components
    
    $
    8,677
    
    
    $
    29,014Technology development
    
    
    3,631
    
    
    
    4,161Total net revenues
    
    
    12,308
    
    
    
    33,175Cost of net revenues:Systems and components
    
    
    6,057
    
    
    
    15,390Technology development
    
    
    1,986
    
    
    
    2,474Total cost of net revenues
    
    
    8,043
    
    
    
    17,864Gross profit
    
    
    4,265
    
    
    
    15,311Operating expenses:Research and development
    
    
    8,030
    
    
    
    9,388Selling, general and administrative
    
    
    5,709
    
    
    
    7,064Total operating expenses
    
    
    13,739
    
    
    
    16,452Loss from operations
    
    
    (9,474
    )
    
    
    (1,141
    )Interest income and other, net
    
    
    430
    
    
    
    1,411Income (loss) before income taxes
    
    
    (9,044
    )
    
    
    270Income tax benefit
    
    
    3,271
    
    
    
    1,293Net income (loss)
    
    $
    (5,773
    )
    
    $
    1,563Basic income (loss) per share:Net income (loss)
    
    $
    (0.26
    )
    
    $
    0.07Shares used in per share amounts
    
    
    21,882
    
    
    
    21,647Diluted income (loss) per share:Net income (loss)
    
    $
    (0.26
    )
    
    $
    0.07Shares used in per share amounts
    
    
    21,882
    
    
    
    22,053
  4




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INTEVAC, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three months endedMarch 28,
    
    
    March 29,2009
    
    
    2008(Unaudited)(In thousands)Operating activitiesNet income (loss)
    
    $
    (5,773
    )
    
    $
    1,563Adjustments to reconcile net income (loss) to net cash and cash
equivalents used in operating activities:Depreciation and amortization
    
    
    1,336
    
    
    
    1,085Equity-based compensation
    
    
    1,397
    
    
    
    1,596Deferred income taxes
    
    
    (3,059
    )
    
    
    (298
    )Changes in operating assets and liabilities
    
    
    3,103
    
    
    
    (15,769
    )Total adjustments
    
    
    2,777
    
    
    
    (13,386
    )Net cash and cash equivalents used in operating activities
    
    
    (2,996
    )
    
    
    (11,823
    )Investing activitiesPurchases of investments
    
    
    (5,993
    )
    
    
    (7,000
    )Proceeds from sales and maturities of investments
    
    
    100
    
    
    
    20,900Purchases of leasehold improvements and equipment
    
    
    (779
    )
    
    
    (1,327
    )Net cash and cash equivalents provided by (used in) investing activities
    
    
    (6,672
    )
    
    
    12,573Financing activitiesProceeds from issuance of common stock
    
    
    453
    
    
    
    804Payment of note payable
    
    
    (2,000
    )
    
    
    (2,000
    )Net cash and cash equivalents used in financing activities
    
    
    (1,547
    )
    
    
    (1,196
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (110
    )
    
    
    48Net decrease in cash and cash equivalents
    
    
    (11,325
    )
    
    
    (398
    )Cash and cash equivalents at beginning of period
    
    
    39,201
    
    
    
    27,673Cash and cash equivalents at end of period
    
    $
    27,876
    
    
    $
    27,275Supplemental Schedule of Cash Flow InformationCash paid (received) for:Income taxes
    
    $
    
    
    
    $
    Income tax refund
    
    
    
    
    
    
    (1,135
    )
  5




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation
   2. New Accounting Pronouncements
    6




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  3. Inventories
  March 28,
    
    
    December 31,2009
    
    
    2008(In thousands)Raw materials
    
    $
    9,640
    
    
    $
    10,470Work-in-progress
    
    
    5,542
    
    
    
    4,932Finished goods
    
    
    1,996
    
    
    
    2,272$
    17,178
    
    
    $
    17,674
   4. Equity-Based Compensation
    7




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Compensation Expense
  Three Months EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Equity-based compensation by type of award:Stock options
    
    $
    1,112
    
    
    $
    1,325Employee stock purchase plan
    
    
    234
    
    
    
    202Amounts released to cost of sales
    
    
    51
    
    
    
    69Total equity-based compensation
    
    
    1,397
    
    
    
    1,596Tax effect on equity-based compensation
    
    
    (404
    )
    
    
    (493
    )Net effect on net income (loss)
    
    $
    993
    
    
    $
    1,103
 Valuation Assumptions
   Three Months EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Stock Options:Expected volatility
    
    
    66.76
    %
    
    
    65.18
    %Risk free interest rate
    
    
    1.95
    %
    
    
    2.33
    %Expected term of options (in years)
    
    
    4.5
    
    
    
    4.5Dividend yield
    
    None
    
    
    NoneStock Purchase Rights:Expected volatility
    
    
    82.23
    %
    
    
    61.26
    %Risk free interest rate
    
    
    0.9
    %
    
    
    1.5
    %Expected term of purchase rights (in years)
    
    
    2.0
    
    
    
    1.3Dividend yield
    
    None
    
    
    None
  8




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   5. Business Combination, Goodwill and Purchased Intangible Assets, Net
      6. Warranty
  9




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Three months endedMarch 28,
    
    
    March 29,2009
    
    
    2008(in thousands)Beginning balance
    
    $
    1,695
    
    
    $
    3,092Expenditures incurred under warranties
    
    
    (336
    )
    
    
    (674
    )Accruals for product warranties issued during the reporting period
    
    
    301
    
    
    
    435Adjustments to previously existing warranty accruals
    
    
    (197
    )
    
    
    (275
    )Ending balance
    
    $
    1,463
    
    
    $
    2,578
  March 28,
    
    
    December 31,2009
    
    
    2008(In thousands)Other accrued liabilities
    
    $
    1,203
    
    
    $
    1,286Other long-term liabilities
    
    
    260
    
    
    
    409Total warranty provision
    
    $
    1,463
    
    
    $
    1,695
 7. Guarantees
 Officer and Director Indemnifications
  10




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Other Indemnifications
  8. Cash, Cash Equivalents and Investments
   March 29,
    
    
    December 31,2008
    
    
    2008(in thousands)Carrying value:U.S. treasury bills
    
    $
    5,993
    
    
    $
    Auction rate securities
    
    
    66,961
    
    
    
    66,328Total investments in debt securities
    
    $
    72,954
    
    
    $
    66,328Short-term investments
    
    $
    5,993
    
    
    $
    Long-term investments
    
    
    66,961
    
    
    
    66,328Total investments in debt securities
    
    $
    72,954
    
    
    $
    66,328Approximate fair value of investments in debt securities
    
    $
    72,954
    
    
    $
    66,328
    11




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      Three months endedMarch 28,
    
    
    March 29,2009
    
    
    2008(in thousands)Beginning balance
    
    $
    66,328
    
    
    $
    81,450Net unrealized gains and losses included in earnings
    
    
    
    
    
    
    Net unrealized gains and losses included in other comprehensive loss
    
    
    733
    
    
    
    (1,567
    )Purchases and settlements, net
    
    
    (100
    )
    
    
    (3,100
    )Ending balance
    
    $
    66,961
    
    
    $
    76,783Net change in unrealized gains and losses
    
    $
    733
    
    
    $
    (1,567
    )
 9. Borrowing Facility
  12




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 10. Other Comprehensive Loss
  March 28,
    
    
    December 31,2009
    
    
    2008(In thousands)Accumulated net unrealized holding loss
on available-for-sale investments, net of
tax
    
    $
    (4,771
    )
    
    $
    (5,247
    )Foreign currency translation gains
    
    
    70
    
    
    
    439Total accumulated other comprehensive loss
    
    $
    (4,701
    )
    
    $
    (4,808
    )
  Three months endedMarch 28,
    
    
    March 29,2009
    
    
    2008(In thousands)Net income (loss)
    
    $
    (5,773
    )
    
    $
    1,563Unrealized holding gains (losses) on available-for-sale investments, net of taxes
    
    
    476
    
    
    
    (1,567
    )Foreign currency translation gains (losses)
    
    
    (369
    )
    
    
    232Total comprehensive income (loss)
    
    $
    (5,666
    )
    
    $
    228
 11. Net Income (Loss) Per Share
  Three months endedMarch 28,
    
    
    March 29,2009
    
    
    2008(In thousands)Numerator:Numerator for diluted earnings per share  income (loss) available to
common stockholders
    
    $
    (5,773
    )
    
    $
    1,563Denominator:Denominator for basic earnings per share 
weighted-average shares
    
    
    21,882
    
    
    
    21,647Effect of dilutive securities:Employee stock compensation (1)
    
    
    
    
    
    
    406Dilutive potential common shares
    
    
    
    
    
    
    406Denominator for diluted earnings per share  adjusted
    
    
    21,882
    
    
    
    22,053
 
 (1)
    
    Potentially dilutive securities, consisting of shares issuable upon exercise of employee
stock options, are excluded from the calculation of diluted EPS when their effect would be
anti-dilutive. The weighted average number of employee stock options excluded for the
three-month periods ended March 28, 2009 and March 29, 2008 was 3,009,394 and 1,597,575
respectively. 13




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 12. Segment Reporting
    ®
   Net Revenues
 Three months endedMarch 28,
    
    
    March 29,2009
    
    
    2008(in thousands)Equipment
    
    $
    6,118
    
    
    $
    26,973Intevac Photonics
    
    
    6,190
    
    
    
    6,202Total segment net revenues
    
    $
    12,308
    
    
    $
    33,175
 14




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Operating Loss
 Three months endedMarch 28,
    
    
    March 29,2009
    
    
    2008(in thousands)Equipment
    
    $
    (6,811
    )
    
    $
    496Intevac Photonics
    
    
    (1,221
    )
    
    
    (821
    )Total loss from segment operations
    
    
    (8,032
    )
    
    
    (325
    )Unallocated costs
    
    
    (1,442
    )
    
    
    (816
    )Loss from operations
    
    
    (9,474
    )
    
    
    (1,141
    )Interest income, net
    
    
    445
    
    
    
    1,448Other income and expense, net
    
    
    (15
    )
    
    
    (37
    )Income (loss) before income taxes
    
    $
    (9,044
    )
    
    $
    270
  Assets
 March 28,
    
    
    December 31,2009
    
    
    2008(in thousands)Equipment
    
    $
    25,475
    
    
    $
    33,132Intevac Photonics
    
    
    24,718
    
    
    
    23,839Total segment assets
    
    
    50,193
    
    
    
    56,971Cash, cash equivalents and investments
    
    
    100,830
    
    
    
    105,529Deferred income taxes
    
    
    21,028
    
    
    
    17,969Other current assets
    
    
    3,804
    
    
    
    3,753Common property, plant and equipment
    
    
    3,360
    
    
    
    3,643Other assets
    
    
    1,178
    
    
    
    1,304Consolidated total assets
    
    $
    180,393
    
    
    $
    189,169
 13. Income Taxes
    15




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  14. Contingencies
  16




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
 ®
 ®
  17




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Three months endedMarch 28,
    
    March 29,
    
    %2009
    
    2008
    
    Change(in thousands, except percentages and per share amounts)Net revenues
    
    $
    12,308
    
    
    $
    33,175
    
    
    
    (62.9
    )%Gross profit
    
    $
    4,265
    
    
    $
    15,311
    
    
    
    (72.1
    )%Gross margin percent
    
    
    34.7
    %
    
    
    46.2
    %
    
    
    (11.5
    )%Net income (loss)
    
    $
    (5,773
    )
    
    $
    1,563
    
    
    
    (469.4
    )%Earnings (loss) per diluted share
    
    $
    (0.26
    )
    
    $
    0.07
    
    
    
    (471.4
    )%
   ® ® ® ® ® ®
 Results of Operations
 Net revenues
 Three months ended
    
    
    Change overMarch 28,
    
    
    March 29,
    
    
    Prior period2009
    
    
    2008
    
    
    Amount
    
    
    %(in thousands, except percentages)Equipment
    
    $
    6,118
    
    
    $
    26,973
    
    
    $
    (20,855
    )
    
    
    (77.3
    )%Intevac Photonics
    
    
    6,190
    
    
    
    6,202
    
    
    
    (12
    )
    
    
    (0.2
    )%Total net revenues
    
    $
    12,308
    
    
    $
    33,175
    
    
    $
    (20,867
    )
    
    
    (62.9
    )%
  TM
 18




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Gross profit
 Three months endedMarch 28,
    
    March 29,
    
    %2009
    
    2008
    
    Change(in thousands, except percentages)Equipment gross profit
    
    $
    1,828
    
    
    $
    12,708
    
    
    
    (85.6
    )%% of Equipment net revenues
    
    
    29.9
    %
    
    
    47.1
    %Intevac Photonics gross profit
    
    $
    2,437
    
    
    $
    2,603
    
    
    
    (6.4
    )%% of Intevac Photonics net revenues
    
    
    39.4
    %
    
    
    42.0
    %Total gross profit
    
    $
    4,265
    
    
    $
    15,311
    
    
    
    (72.1
    )%% of net revenues
    
    
    34.7
    %
    
    
    46.2
    %
   19




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Research and development
 Three months ended
    
    Change overMarch 28,
    
    March 29
    
    prior period2009
    
    2008
    
    Amount
    
    %(in thousands, except percentages)Research and development expense
    
    $
    8,030
    
    
    $
    9,388
    
    
    $
    (1,358
    )
    
    
    (14.5
    )%% of net revenues
    
    
    65.2
    %
    
    
    28.3
    %
  Selling, general and administrative
 Three months ended
    
    Change overMarch 28,
    
    March 29,
    
    prior period2009
    
    2008
    
    Amount
    
    %(in thousands, except percentages)Selling, general and administrative expense
    
    $
    5,709
    
    
    $
    7,064
    
    
    $
    (1,355
    )
    
    
    (19.2
    )%% of net revenues
    
    
    46.4
    %
    
    
    21.3
    %
  20




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Interest income and other, net
 Three months ended
    
    Change overMarch 28,
    
    March 29
    
    prior period2009
    
    2008
    
    Amount
    
    %(in thousands, except percentages)Interest income and other, net
    
    $
    430
    
    
    $
    1,411
    
    
    $
    (981
    )
    
    
    (69.5
    )%
  Income tax benefit
 Three months ended
    
    Change overMarch 28,
    
    March 29,
    
    prior period2009
    
    2008
    
    Amount
    
    %(in thousands, except percentages)Income tax benefit
    
    $
    3,271
    
    
    $
    1,293
    
    
    $
    1,978
    
    
    
    153.0
    %
   Liquidity and Capital Resources
   March 28,
    
    
    December 31,2009
    
    
    2008(In thousands)Cash and cash equivalents
    
    $
    27,876
    
    
    $
    39,201Short-term investments
    
    
    5,993
    
    
    
    Long-term investments
    
    
    66,961
    
    
    
    66,328Total cash, cash equivalents and investments
    
    $
    100,830
    
    
    $
    105,529
 21




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22




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Critical Accounting Policies and Estimates
     
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Interest rate risk.
 23




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Fair2009
    
    2010
    
    2011
    
    Beyond
    
    Total
    
    Value(in thousands, except percentages)Cash equivalentsFixed rate amounts
    
    $
    8,998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,998
    
    
    $
    8,999Weighted-average rate
    
    
    0.24
    %
    
    
    
    
    
    
    
    
    
    
    Variable rate amounts
    
    $
    11,419
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11,419
    
    
    $
    11,419Weighted-average rate
    
    
    0.35
    %
    
    
    
    
    
    
    
    
    
    
    Short-term investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fixed rate amounts
    
    $
    5,993
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,993
    
    
    $
    5,993Weighted-average rate
    
    
    0.31
    %
    
    
    
    
    
    
    
    
    
    
    Long-term investmentsFixed rate amounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    74,300
    
    
    $
    74,300
    
    
    $
    66,961Weighted-average rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.58
    %Total investment portfolio
    
    $
    26,410
    
    
    
    
    
    
    
    
    
    
    $
    74,300
    
    
    $
    100,710
    
    
    $
    93,372
    Foreign exchange risk.
 
 Item 4. Controls and Procedures
 Evaluation of disclosure controls and procedures
  24




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Definition of disclosure controls
  Limitations on the effectiveness of controls
  Changes in internal controls over financial reporting
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
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Item 1A. Risk Factors
  The industries we serve are cyclical, volatile and unpredictable.
    Sales of our equipment are primarily dependent on our customers upgrade and capacity expansion
plans and whether our customers select our equipment.
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We are exposed to risks associated with a highly concentrated customer base.
   Our growth depends on development of technically advanced new products and processes.
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Adverse economic conditions and volatility and disruption of the capital and credit markets may
negatively impact our revenues and our ability to access financing.
   Our operating results fluctuate significantly from quarter to quarter, which can lead to
volatility in the price of our common stock.
    The liquidity of our auction rate securities is impaired, which could impact our ability to
meet cash requirements and require additional debt financing.
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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.
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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.
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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.
    Our success is dependent on recruiting and retaining a highly talented work force.
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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.
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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.
   
 Item 1B. Unresolved Staff Comments
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security-Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  ExhibitNumber
    
    Description23.2
    
    Consent of Independent Valuation Firm31.1
    
    Certification of President and Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Executive Vice President, Finance and Administration, Chief Financial
Officer, Treasurer and Secretary Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certifications Pursuant to U.S.C. 1350 Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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SIGNATURES
  INTEVAC, INC.Date:  May 1, 2009
    By:
    /s/   KEVIN FAIRBAIRNKevin FairbairnPresident, Chief Executive Officer and Director
(Principal Executive Officer)Date:  May 1, 2009
    By:
    /s/   JEFFREY ANDRESONJeffrey AndresonExecutive Vice President, Finance and Administration, Chief Financial Officer, Treasurer and
Secretary (Principal Financial and Accounting Officer) 35