##### 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 April 3, 2010
 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
(IRS 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 o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



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
    
    18Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    25Item 4.
    
    Controls and Procedures
    
    26PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    27Item 1A.
    
    Risk Factors
    
    27Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    35Item 3.
    
    Defaults Upon Senior Securities
    
    35Item 4.
    
    (Removed and Reserved)
    
    35Item 5.
    
    Other Information
    
    35Item 6.
    
    Exhibits
    
    35SIGNATURES
    
    36EX-10.2EX-10.3EX-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
 April 3,
    
    
    December 31,2010
    
    
    2009(Unaudited)(In thousands, except par value)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    44,330
    
    
    $
    17,592Short-term investments
    
    
    3,000
    
    
    
    6,000Trade and other accounts receivable, net of allowances of $55 at
April 3, 2010 and $133 at December 31, 2009
    
    
    32,803
    
    
    
    44,756Inventories
    
    
    30,229
    
    
    
    19,100Prepaid expenses and other current assets
    
    
    6,950
    
    
    
    6,687Deferred income tax assets
    
    
    1,492
    
    
    
    1,515Total current assets
    
    
    118,804
    
    
    
    95,650Property, plant and equipment, net
    
    
    11,791
    
    
    
    12,351Long-term investments
    
    
    65,329
    
    
    
    66,249Goodwill
    
    
    7,905
    
    
    
    7,905Other intangible assets, net of amortization of $1,387 at April
3, 2010 and $1,248 at December 31, 2009
    
    
    3,398
    
    
    
    3,537Deferred income taxes and other long-term assets
    
    
    17,563
    
    
    
    17,686Total assets
    
    $
    224,790
    
    
    $
    203,378LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    15,524
    
    
    $
    4,701Accrued payroll and related liabilities
    
    
    5,413
    
    
    
    2,784Other accrued liabilities
    
    
    3,960
    
    
    
    11,104Customer advances
    
    
    25,712
    
    
    
    13,180Total current liabilities
    
    
    50,609
    
    
    
    31,769Other long-term liabilities
    
    
    307
    
    
    
    252Stockholders equity:Common stock, $0.001 par value
    
    
    22
    
    
    
    22Additional paid-in capital
    
    
    135,574
    
    
    
    134,071Accumulated other comprehensive loss
    
    
    (2,244
    )
    
    
    (1,828
    )Retained earnings
    
    
    40,522
    
    
    
    39,092Total stockholders equity
    
    
    173,874
    
    
    
    171,357Total liabilities and stockholders equity
    
    $
    224,790
    
    
    $
    203,378
   3




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INTEVAC, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months endedApril 3,
    
    
    March 28,2010
    
    
    2009(Unaudited)(In thousands, except per share amounts)Net revenues:Systems and components
    
    $
    28,911
    
    
    $
    8,677Technology development
    
    
    4,231
    
    
    
    3,631Total net revenues
    
    
    33,142
    
    
    
    12,308Cost of net revenues:Systems and components
    
    
    15,902
    
    
    
    6,057Technology development
    
    
    2,762
    
    
    
    1,986Total cost of net revenues
    
    
    18,664
    
    
    
    8,043Gross profit
    
    
    14,478
    
    
    
    4,265Operating expenses:Research and development
    
    
    6,544
    
    
    
    8,030Selling, general and administrative
    
    
    6,567
    
    
    
    5,709Total operating expenses
    
    
    13,111
    
    
    
    13,739Income (loss) from operations
    
    
    1,367
    
    
    
    (9,474
    )Interest income and other, net
    
    
    391
    
    
    
    430Income (loss) before income taxes
    
    
    1,758
    
    
    
    (9,044
    )Provision for (benefit from) income taxes
    
    
    328
    
    
    
    (3,271
    )Net income (loss)
    
    $
    1,430
    
    
    $
    (5,773
    )Net income (loss) per share:Basic
    
    $
    0.06
    
    
    $
    (0.26
    )Diluted
    
    $
    0.06
    
    
    $
    (0.26
    )Weighted average common shares outstanding:Basic
    
    
    22,196
    
    
    
    21,882Diluted
    
    
    22,972
    
    
    
    21,882
  4




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INTEVAC, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three months endedApril 3,
    
    
    March 28,2010
    
    
    2009(Unaudited)(In thousands)Operating activitiesNet income (loss)
    
    $
    1,430
    
    
    $
    (5,773
    )Adjustments to reconcile net income (loss) to net cash and cash
equivalents provided by (used in) operating activities:Depreciation and amortization
    
    
    1,489
    
    
    
    1,336Equity-based compensation
    
    
    617
    
    
    
    1,397Deferred income taxes
    
    
    34
    
    
    
    (3,059
    )Changes in operating assets and liabilities
    
    
    19,772
    
    
    
    3,103Total adjustments
    
    
    21,912
    
    
    
    2,777Net cash and cash equivalents provided by (used in) operating activities
    
    
    23,342
    
    
    
    (2,996
    )Investing activitiesPurchases of investments
    
    
    (2,999
    )
    
    
    (5,993
    )Proceeds from sales and maturities of investments
    
    
    6,250
    
    
    
    100Purchases of leasehold improvements and equipment
    
    
    (791
    )
    
    
    (779
    )Net cash and cash equivalents provided by (used in) investing activities
    
    
    2,460
    
    
    
    (6,672
    )Financing activitiesProceeds from issuance of common stock
    
    
    916
    
    
    
    453Payment of note payable
    
    
    
    
    
    
    (2,000
    )Net cash and cash equivalents provided by (used in) financing activities
    
    
    916
    
    
    
    (1,547
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    20
    
    
    
    (110
    )Net increase (decrease) in cash and cash equivalents
    
    
    26,738
    
    
    
    (11,325
    )Cash and cash equivalents at beginning of period
    
    
    17,592
    
    
    
    39,201Cash and cash equivalents at end of period
    
    $
    44,330
    
    
    $
    27,876
  5




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INTEVAC, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Basis of Presentation and Significant Accounting Policy
 Basis of Presentation
   Revenue Recognition
    6




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   2. New Accounting Pronouncement
  7




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 3. Inventories
  April 3,
    
    
    December 31,2010
    
    
    2009(In thousands)Raw materials
    
    $
    15,618
    
    
    $
    10,147Work-in-progress
    
    
    12,649
    
    
    
    4,421Finished goods
    
    
    1,962
    
    
    
    4,532$
    30,229
    
    
    $
    19,100
  4. Equity-Based Compensation
    8




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Compensation Expense
  Three Months EndedApril 3, 2010
    
    
    March 28, 2009Equity-based compensation by type of award:Stock options
    
    $
    463
    
    
    $
    1,112Employee stock purchase plan
    
    
    124
    
    
    
    234Amounts released to cost of sales
    
    
    30
    
    
    
    51Total equity-based compensation
    
    
    617
    
    
    
    1,397Tax effect on equity-based compensation
    
    
    (193
    )
    
    
    (404
    )Net effect on net income (loss)
    
    $
    424
    
    
    $
    993
 Valuation Assumptions
   Three Months EndedApril 3, 2010
    
    
    March 28, 2009Stock Options:Expected volatility
    
    
    68.34
    %
    
    
    66.76
    %Risk free interest rate
    
    
    2.42
    %
    
    
    1.95
    %Expected term of options (in years)
    
    
    4.5
    
    
    
    4.5Dividend yield
    
    None
    
    
    NoneStock Purchase Rights:Expected volatility
    
    
    55.48
    %
    
    
    82.23
    %Risk free interest rate
    
    
    0.44
    %
    
    
    0.90
    %Expected term of purchase rights (in years)
    
    
    0.75
    
    
    
    2.0Dividend yield
    
    None
    
    
    None
  9




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   5. Goodwill and Purchased Intangible Assets, Net
   6. Warranty
   10




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
  Three months endedApril 3,
    
    
    March 28,2010
    
    
    2009(in thousands)Beginning balance
    
    $
    1,602
    
    
    $
    1,695Expenditures incurred under warranties
    
    
    (591
    )
    
    
    (336
    )Accruals for product warranties issued during the reporting period
    
    
    764
    
    
    
    301Adjustments to previously existing warranty accruals
    
    
    79
    
    
    
    (197
    )Ending balance
    
    $
    1,854
    
    
    $
    1,463
  April 3,
    
    
    December 31,2010
    
    
    2009(In thousands)Other accrued liabilities
    
    $
    1,547
    
    
    $
    1,550Other long-term liabilities
    
    
    307
    
    
    
    52Total warranty provision
    
    $
    1,854
    
    
    $
    1,602
 7. Guarantees
 Officer and Director Indemnifications
  Other Indemnifications
  8. Cash, Cash Equivalents and Investments
  11




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   April 3,
    
    
    December 31,2010
    
    
    2009(in thousands)Carrying value:Short-term investments-U.S. treasury bills
    
    $
    3,000
    
    
    $
    6,000Long-term investments- Auction Rate Securities (ARS)
    
    
    65,329
    
    
    
    66,249Total investments in debt securities
    
    $
    68,329
    
    
    $
    72,249Approximate fair value of investments in debt securities
    
    $
    68,329
    
    
    $
    72,249
     12




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
     Three months endedApril 3,
    
    
    March 28,2010
    
    
    2009(in thousands)Beginning balance
    
    $
    66,249
    
    
    $
    66,328Net unrealized gains (losses) included in earnings
    
    
    
    
    
    
    Net unrealized gains (losses) included in other comprehensive loss
    
    
    (670
    )
    
    
    733Settlements
    
    
    (250
    )
    
    
    (100
    )Ending balance
    
    $
    65,329
    
    
    $
    66,961
 9. Borrowing Facility
  13




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 10. Other Comprehensive Loss
  April 3,
    
    
    December 31,2010
    
    
    2009(In thousands)Accumulated net unrealized holding
loss on available-for-sale investments, net
of tax
    
    $
    (2,841
    )
    
    $
    (2,405
    )Foreign currency translation gains
    
    
    597
    
    
    
    577Total accumulated other comprehensive loss
    
    $
    (2,244
    )
    
    $
    (1,828
    )
  Three months endedApril 3,
    
    
    March 28,2010
    
    
    2009(In thousands)Net income (loss)
    
    $
    1,430
    
    
    $
    (5,773
    )Unrealized holding gains (losses) on available-for-sale investments, net of taxes:Increase (decrease) in unrealized holding gains (losses)
    
    
    (670
    )
    
    
    733Income tax benefit (expense)
    
    
    234
    
    
    
    (257
    )(436
    )
    
    
    476Foreign currency translation gains (losses)
    
    
    20
    
    
    
    (369
    )Total comprehensive income (loss)
    
    $
    1,014
    
    
    $
    (5,666
    )
 11. Net Income (Loss) Per Share
  Three months endedApril 3,
    
    
    March 28,2010
    
    
    2009(In thousands)Numerator:Numerator for diluted earnings per share  income (loss)
available to common stockholders
    
    $
    1,430
    
    
    $
    (5,773
    )Denominator:Denominator for basic earnings per share  weighted-average shares
    
    
    22,196
    
    
    
    21,882Effect of dilutive securities:Employee stock compensation (1)
    
    
    779
    
    
    
    Dilutive potential common shares
    
    
    779
    
    
    
    Denominator for diluted earnings per share  adjusted
    
    
    22,975
    
    
    
    21,882
 
 (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 April 3, 2010 and March 28, 2009 was 1,154,627 and 3,009,394 respectively. 14




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 12. Segment Reporting
       Net Revenues
 Three months endedApril 3,
    
    
    March 28,2010
    
    
    2009(in thousands)Equipment
    
    $
    25,557
    
    
    $
    6,118Intevac Photonics
    
    
    7,585
    
    
    
    6,190Total segment net revenues
    
    $
    33,142
    
    
    $
    12,308
 15




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Operating Income (Loss)
 Three months endedApril 3,
    
    
    March 28,2010
    
    
    2009(in thousands)Equipment
    
    $
    3,880
    
    
    $
    (6,811
    )Intevac Photonics
    
    
    (1,184
    )
    
    
    (1,221
    )Total income (loss) from segment operations
    
    
    2,696
    
    
    
    (8,032
    )Unallocated costs
    
    
    (1,329
    )
    
    
    (1,442
    )Income (loss) from operations
    
    
    1,367
    
    
    
    (9,474
    )Interest income, net
    
    
    405
    
    
    
    445Other income and expense, net
    
    
    (14
    )
    
    
    (15
    )Income (loss) before income taxes
    
    $
    1,758
    
    
    $
    (9,044
    )
  Assets
 April 3,
    
    
    December 31,2010
    
    
    2009(in thousands)Equipment
    
    $
    59,238
    
    
    $
    61,136Intevac Photonics
    
    
    26,211
    
    
    
    25,529Total segment assets
    
    
    85,449
    
    
    
    86,665Cash, cash equivalents and investments
    
    
    112,659
    
    
    
    89,841Deferred income taxes
    
    
    18,022
    
    
    
    18,056Other current assets
    
    
    5,367
    
    
    
    5,171Common property, plant and equipment
    
    
    2,562
    
    
    
    2,802Other assets
    
    
    731
    
    
    
    843Consolidated total assets
    
    $
    224,790
    
    
    $
    203,378
 13. Income Taxes
    16




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INTEVAC, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
   14. Contingencies
  17




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
     Three months endedApril 3,
    
    March 28,2010
    
    2009
    
    % Change(in thousands, except percentages and per share amounts)Net revenues
    
    $
    33,142
    
    
    $
    12,308
    
    
    
    169.3
    %Gross profit
    
    $
    14,478
    
    
    $
    4,265
    
    
    
    239.5
    %Gross margin percent
    
    
    43.7
    %
    
    
    34.7
    %
    
    9 pointsNet income (loss)
    
    $
    1,430
    
    
    $
    (5,773
    )
    
    
    124.8
    %Earnings (loss) per diluted share
    
    $
    0.06
    
    
    $
    (0.26
    )
    
    
    123.1
    %
 18




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® ® ® ® ® ® ® 
 Results of Operations
 Net revenues
 Three months ended
    
    
    Change overApril 3,
    
    
    March 28,
    
    
    prior period2010
    
    
    2009
    
    
    Amount
    
    
    %(in thousands, except percentages)Equipment
    
    $
    25,557
    
    
    $
    6,118
    
    
    $
    19,439
    
    
    
    317.7
    %Intevac Photonics
    
    
    7,585
    
    
    
    6,190
    
    
    
    1,395
    
    
    
    22.5
    %Total net revenues
    
    $
    33,142
    
    
    $
    12,308
    
    
    $
    20,834
    
    
    
    169.3
    %
  TM
  19




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Gross profit
 Three months endedApril 3,
    
    March 28,2010
    
    2009
    
    % Change(in thousands, except percentages)Equipment gross profit
    
    $
    12,453
    
    
    $
    1,828
    
    
    
    581.2
    %% of Equipment net revenues
    
    
    48.7
    %
    
    
    29.9
    %Intevac Photonics gross profit
    
    $
    2,025
    
    
    $
    2,437
    
    
    
    (16.9
    )%% of Intevac Photonics net revenues
    
    
    26.7
    %
    
    
    39.4
    %Total gross profit
    
    $
    14,478
    
    
    $
    4,265
    
    
    
    239.5
    %% of net revenues
    
    
    43.7
    %
    
    
    34.7
    %
    Research and development
 Three months ended
    
    Change overApril 3,
    
    March 28,
    
    prior period2010
    
    2009
    
    Amount
    
    %(in thousands, except percentages)Research and development expense
    
    $
    6,544
    
    
    $
    8,030
    
    
    $
    (1,486
    )
    
    
    (18.5
    %)% of net revenues
    
    
    19.7
    %
    
    
    65.2
    %
 20




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Selling, general and administrative
 Three months ended
    
    Change overApril 3,
    
    March 28,
    
    prior period2010
    
    2009
    
    Amount
    
    %(in thousands, except percentages)Selling, general and administrative expense
    
    $
    6,567
    
    
    $
    5,709
    
    
    $
    858
    
    
    
    15.0
    %% of net revenues
    
    
    19.8
    %
    
    
    46.4
    %
  Interest income and other, net
 Three months ended
    
    Change overApril 3,
    
    March 28,
    
    prior period2010
    
    2009
    
    Amount
    
    %(in thousands, except percentages)Interest income and other, net
    
    $
    391
    
    
    $
    430
    
    
    $
    (39
    )
    
    
    (9.1
    )%
  Income tax provision (benefit)
 Three months ended
    
    Change overApril 3,
    
    March 28,
    
    prior period2010
    
    2009
    
    Amount
    
    %(in thousands, except percentages)Income tax provision (benefit)
    
    $
    328
    
    
    $
    (3,271
    )
    
    $
    3,599
    
    
    
    110.0
    %
   21




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Liquidity and Capital Resources
   April 3,
    
    
    December 31,2010
    
    
    2009(In thousands)Cash and cash equivalents
    
    $
    44,330
    
    
    $
    17,592Short-term investments
    
    
    3,000
    
    
    
    6,000Long-term investments
    
    
    65,329
    
    
    
    66,249Total cash, cash equivalents and investments
    
    $
    112,659
    
    
    $
    89,841
      22




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Critical Accounting Policies and Estimates
    23




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Revenue Recognition
   24




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Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Interest rate risk.
  Fair2010
    
    2011
    
    2012
    
    Beyond
    
    Total
    
    Value(in thousands, except percentages)Cash equivalentsFixed rate amounts
    
    $
    3,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,000
    
    
    $
    3,000Weighted-average rate
    
    
    0.14
    %
    
    
    
    
    
    
    
    
    
    
    Variable rate amounts
    
    $
    8,876
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,876
    
    
    $
    8,876Weighted-average rate
    
    
    0.01
    %
    
    
    
    
    
    
    
    
    
    
    Short-term investmentsFixed rate amounts
    
    $
    3,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,000
    
    
    $
    3,000Weighted-average rate
    
    
    0.10
    %
    
    
    
    
    
    
    
    
    
    
    Long-term investmentsFixed rate amounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    69,700
    
    
    $
    69,700
    
    
    $
    65,329Weighted-average rate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.38
    %Total investment portfolio
    
    $
    14,876
    
    
    
    
    
    
    
    
    
    
    $
    69,700
    
    
    $
    84,576
    
    
    $
    80,205
   25




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##### Table of Contents



Foreign exchange risk.
 
 Item 4.
    
    Controls and Procedures
 Evaluation of disclosure controls and procedures
   Definition of disclosure controls
  Limitations on the effectiveness of controls
  26




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##### Table of Contents



Changes in internal controls over financial reporting
  
 PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
   
 Item 1A.
    
    Risk Factors
  The industries we serve are cyclical, volatile and unpredictable.
   27




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##### Table of Contents



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.
   28




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##### Table of Contents



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.
   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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Adverse economic conditions and volatility and disruption of the capital and credit markets 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.
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##### Table of Contents



We operate in an intensely competitive marketplace, and our competitors have greater resources
than we do.
  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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##### Table of Contents



Changes to our effective tax rate affect our results of operations.
   Our success depends on international sales and the management of global operations.
   32




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##### Table of Contents



Our success is dependent on recruiting and retaining a highly talented work force.
   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.
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##### Table of Contents



Difficulties in integrating past or future acquisitions could adversely affect our business.
  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.
  34




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##### Table of Contents



Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults upon Senior Securities
  
 Item 4.
    
    (Removed and Reserved)
 
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
  ExhibitNumber
    
    Description10.2
    
    The Registrants 2003 Employee Stock Purchase Plan, as amended10.3
    
    The Registrants 2004 Equity Incentive Plan, as amended23.2
    
    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 4, 2010
    By:
    /s/   KEVIN FAIRBAIRNKevin FairbairnPresident, Chief Executive Officer and Director
(Principal Executive Officer)Date:  May 4, 2010
    By:
    /s/   JEFFREY ANDRESONJeffrey AndresonExecutive Vice President, Finance andAdministration,
Chief Financial Officer,Treasurer and Secretary
(Principal Financial andAccounting Officer) 36