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Mail Stop 6010
December 22, 2005
Mr. Necip Sayiner
Chief Executive Officer and President
Silicon Laboratories, Inc.
4635 Boston Lane
Austin, TX 78735
Re: Silicon Laboratories, Inc.
Form 10-K for the Fiscal Year Ended January 1, 2005
Form 10-K/A for the Fiscal Year Ended January 1, 2005
Forms 10-Q for the Fiscal Quarters April 2, 2005, July 2, 2005 and
October 1, 2005
File No. 000-29823
Dear Mr. Sayiner:
We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments. Where indicated, we think you should revise your
future filings in response to these comments. If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary. Please be as detailed as necessary
in
your explanation. In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended January 1, 2005
Consolidated Financial Statements
Consolidated Statements of Income, page F-4
1. We note that you have presented your stock-based compensation
as a
separate line item in your consolidated statements of operations.
Please revise future filings to present the amounts of stock-based
compensation within the appropriate functional categories, i.e.,
cost
of revenues, research and development and SG&A, based on the
classification of the related cash compensation paid to the
employees
receiving stock-based compensation. We refer you to SAB Topic
11.F.
Form 10-Q for the Fiscal Quarter Ended October 1, 2005
Note 5. Acquisitions, page 11
2. We note that you acquired research and development valued at
$13.7
million as a result of your acquisition of Silicon MAGIKE, and you
expensed this amount as in-process research and development
expenses
(IPR&D) in your consolidated statement of operations for the
quarter
ended October 1, 2005. In future filings, beginning with your
2005
Form 10-K, please provide the following disclosures in the notes
to
your financial statements:
* Disclose the appraisal method used to value IPR&D costs
acquired;
* Discuss all significant assumptions made and estimates used in
determining the assigned values to each significant IPR&D project
such as the risk adjusted discount rate applied to the project`s
cash
flows and period in which material net cash inflows from
significant
projects are expected to commence;
* Describe each significant IPR&D project acquired; and
* Present in tabular format the fair value assigned to each
project
acquired and projected costs to complete by project;
For each project, disclose in MD&A the status of the development,
stage of completion at acquisition date, the nature and timing of
the
remaining efforts for completion, anticipated completion date and
the
date you will begin benefiting from the projects, the risks and
uncertainties associated with completing development within a
reasonable period of time, and the risks involved if the IPR&D
projects are not completed on a timely basis.
Additionally, in your MD&A in subsequent filings, provide a
detailed
discussion of the status of your efforts for completion of the R&D
project(s) and the impact from any delays. Also, provide an
explanation of material variations between projected results and
actual results and how failure to achieve projected results
impacted
(or will impact) expected return on investment, future results,
and
financial condition.
3. We note that you allocated a total of $1,143,000 of the Silicon
MAGIKE purchase price to "employees with skills, knowledge and
relationships" and "assembled workforce" and that you are
amortizing
these intangible assets over five years. These categories of
intangible assets do not appear to qualify for recognition apart
from
goodwill as specified in paragraph 39 of SFAS 141. Specifically,
these assets do not appear to arise from contractual or legal
rights
nor do they appear to be separable. Please revise your accounting
in
future filings as appropriate, or tell us why you believe your
accounting is appropriate.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Tom Dyer, Staff Accountant, at (202) 551-3641
or
me at (202) 551-3643 if you have questions. In this regard, do
not
hesitate to call Michele Gohlke, Branch Chief, at (202) 551-3327.
Sincerely,
Kevin Vaughn
Reviewing Accountant
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Mr. Necip Sayiner
Silicon Laboratories, Inc.
December 22, 2005
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