UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 615, 2012

NetLogic Microsystems, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	000-50838	77-0455244
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3975 Freedom Circle, Santa Clara, CA 95054

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 454-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

The information contained in this report and the exhibit attached hereto is furnished solely pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained herein and the exhibit attached hereto shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by NetLogic Microsystems, Inc., whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

On February 915, 2012, we issued a press release announcing our ~~preliminary~~ financial ~~information~~results for the three months and twelve months ended December 31, 2011, which is included in this report as Exhibit 99.1. The press release should be read in conjunction with the statements regarding forward-looking statements that are included in the text of the press release.

~~Item~~Discussion ~~4.02(a)~~of Non-~~Reliance~~GAAP ~~on Previously Issued~~ Financial ~~Statements or a Related Audit Report or Completed Interim Review~~Measures

OnIn ~~February~~addition 6,to ~~2012,~~disclosing ~~the~~financial ~~Company~~results ~~concluded it~~calculated isin ~~necessary~~accordance towith ~~correct,~~U.S. bygenerally ~~restating~~accepted ~~its~~accounting ~~previously~~principles ~~issued~~(GAAP), ~~financial~~the ~~statements~~Company ~~for~~also ~~the~~reports ~~three~~certain ~~months~~non-GAAP ~~ended~~financial ~~March~~measures. Non-GAAP ~~31,~~financial ~~2011,~~measures ~~six~~as ~~months~~reported ~~ended~~by ~~June~~the ~~30,~~Company ~~2011,~~exclude ~~and~~the ~~three~~effects ~~and~~of ~~nine~~stock-~~months~~based ~~ended~~compensation ~~September~~and ~~30,~~related ~~2011~~payroll taxes, ~~for~~changes ~~material~~in ~~errors~~contingent ~~related~~earn-out toliability, ~~the~~amortization ~~understatement~~ of ~~expenses~~intangible ~~consisting~~assets, offair ~~$4.0~~value ~~million~~adjustments of ~~stock~~acquired ~~compensation~~inventory ~~expenses~~ and ~~$0.4~~related ~~million of severance expenses~~taxes, ~~and~~ acquisition-related ~~tax effect~~costs, ~~associated~~lease ~~with~~termination ancosts, ~~employment~~a ~~arrangement~~gain ~~that~~recognized ~~should~~on ~~have~~an ~~been~~investment ~~recorded~~in ~~during the three months ended March 31~~Optichron, ~~2011~~Inc. ~~In addition~~, ~~the~~an ~~Company~~impairment ischarge ~~correcting~~on ananother ~~under~~investment, ~~accrual~~establishment of ~~acquisition-related~~deferred ~~costs,~~tax ~~consisting~~asset ofvaluation ~~legal~~allowance ~~expenses~~and the effects of ~~$0.7~~excluding ~~million~~stock-based ~~that~~compensation ~~should~~on ~~have~~the ~~been~~number ~~recorded~~of ~~during~~diluted ~~the~~shares ~~three~~used ~~months~~in ~~ended~~calculating ~~September~~non-GAAP ~~30,~~earnings ~~3011~~per share.

~~Consequently~~We utilize a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the ~~consolidated~~overall ~~financial~~performance ~~statements~~of our business, in making operating decisions, forecasting and ~~related~~planning ~~financial~~for ~~information~~future ~~contained~~periods, and determining payments under compensation programs. We consider the use of the non-GAAP measures presented in ~~such~~our ~~previously~~press ~~filed~~release ~~quarterly~~to ~~reports~~be helpful in assessing the performance of the operation of our core business which comprises the ongoing revenue and expenses of our business excluding certain items that render comparisons with prior periods or analysis of on-going ~~Form~~operating 10trends more difficult, such as non-Qcash ~~for~~expenses not directly related to the ~~quarters~~actual ~~ended~~cash ~~March~~costs 31of development, ~~2011~~sale, ~~June~~delivery ~~30,~~or ~~2011,~~support ~~and~~of ~~September~~our 30products, ~~2011~~or ~~should~~expenses norecorded ~~longer~~in beperiods ~~relied~~unrelated ~~upon~~to the periods in which they were paid or incurred. ~~Additionally~~ Consistent with this approach, ~~the~~we ~~Company~~believe ~~has~~that redisclosing non-~~evaluated~~GAAP ~~its~~financial ~~prior~~measures ~~conclusions~~provides onuseful ~~the~~supplemental ~~effectiveness~~data ofthat, ~~its~~while ~~disclosure~~not ~~controls~~a ~~and~~substitute ~~procedures~~for financial measures prepared in accordance with GAAP, allow for greater transparency in the ~~evaluation~~review of ~~the~~our ~~accounting~~financial ~~for~~and operational performance. In addition, we have historically reported non-~~standard~~GAAP ~~equity~~results ~~transactions~~to the investment community and ~~concluded~~believe that continuing to do so provides investors with a ~~material~~useful ~~weakness~~measure ~~existed~~for comparing results over time. ~~New~~ ~~processes~~In ~~are~~assessing ~~being~~the ~~adopted~~overall health of our business for the periods covered in our press release and, ~~operational~~in ~~controls~~particular, in evaluating the non-GAAP financial line items presented in our press release, we have excluded items in the following three general categories, each of which are ~~being~~described ~~strengthened~~below: Stock-Based Compensation and Related Payroll Taxes, Acquisition Related Expenses and Other Items. We also provide additional detail below regarding the shares used to ~~address~~calculate ~~this~~our ~~issue~~non-GAAP ~~going~~net ~~forward~~income per share.

~~The~~Non-GAAP ~~Company~~net ~~currently~~income ~~expects~~reflects tonet ~~disclose~~income ~~restated~~adjusted ~~financial statements~~ for the ~~affected~~following ~~periods in conjunction with the filing of its 2011 annual report on Form 10-K, which it expects to file on or about February 15, 2012.~~items:

~~The~~• ~~decision~~Stock-based Compensation and Related Payroll Taxes. We provide non-GAAP information relative to ~~restate~~our ~~the~~expense ~~Company’s~~for ~~previously~~stock-based ~~issued~~compensation and related payroll tax. We began to include stock-based compensation expense in our GAAP financial ~~statement~~measures ~~was~~in ~~made~~January by2006. Because of varying available valuation methodologies, subjective assumptions and the ~~Audit~~variety ~~Committee~~of award types, which affect the calculations of stock-based compensation, we believe that the ~~Company’s~~exclusion ~~Board~~of stock-based compensation allows for more accurate comparisons of ~~Directors~~our operating results to our peer companies. Stock-based compensation is very different from other forms of compensation that have a fixed and unvarying cash cost. In contrast, ~~following~~the ~~consultation~~expense associated with awards of options for shares of our stock and ~~upon~~restricted stock units for our stock are not directly correlated to the ~~recommendation~~amount of ~~management~~compensation ultimately received by the employee. Furthermore, the amount of expense that we record is based on a stock-based compensation valuation methodology and underlying assumptions that may vary over time and that do not reflect any cash expenditure. The ~~Company~~expense ~~discussed~~associated with an award for shares of company stock in one quarter may have a very different expense than an award of an identical number of shares in a different quarter. Finally, the ~~matters~~expense ~~relating~~we torecognize for equity grants may be very different from the ~~restatement~~expense ~~with~~that ~~PricewaterhouseCoopers~~other companies recognize for awarding a comparable equity grant, ~~LLP~~which can make it difficult to assess our operating performance relative to our competitors. Similar to stock-based compensation, payroll tax on stock option exercises is dependent on our stock price and the ~~Company’s~~timing ~~independent~~of ~~registered~~employee ~~public~~exercises ~~accounting~~over ~~firm~~which our management has little control, and as such does not correlate to the operation of our business. Because of these unique characteristics of stock-based compensation expense and the related payroll tax, management excludes these expenses when analyzing our business performance.

In• ~~connection~~Acquisition-Related ~~with~~Expenses. ~~the~~We ~~departure~~exclude ofcertain anexpense ~~officer~~items ~~and~~resulting ~~the~~from ~~payment~~acquisitions ofincluding ~~his~~the ~~separation package which occurred in December 2011~~following, ~~the~~when ~~Company~~applicable: ~~determined~~(i) ~~that~~changes ~~the~~in ~~severance~~contingent ~~benefit~~earn-out ~~should~~liability; ~~have~~(ii) ~~been~~amortization ~~recorded~~of aspurchased anintangible ~~expense~~assets ~~during~~associated ~~the~~with ~~three~~our ~~months~~acquisitions; ~~ended~~(iii) ~~March~~fair ~~31,~~value ~~2011,~~adjustments ~~when~~of ~~the~~acquired ~~Company~~inventory ~~confirmed~~and ~~that~~related ~~the~~taxes; ~~officer~~(iv) ~~would~~acquisition-related becosts; ~~entitled~~and to(v) ~~those~~gain ~~benefits~~or ~~upon~~loss ~~his~~recognized ~~elective~~on ~~resignation,~~a ~~rather~~previous ~~than~~investment ~~when~~in hethe ~~did~~acquired ~~resign~~entity. inWe ~~December~~believe ~~2011. Consequently,~~that ~~cash~~providing ~~severance~~non-GAAP ~~expenses~~information offor ~~$384,000,~~acquisition-related asexpense ~~well~~items asin ~~stock~~addition ~~compensation~~to ~~expenses~~the ofcorresponding ~~$4,013,000~~GAAP ~~associated~~information ~~with~~allows ~~accelerated~~the ~~vesting~~users of ~~226,934~~our ~~common~~financial ~~shares~~statements ~~with respect~~ to ~~stock~~better ~~options~~review and ~~126,072~~understand ~~common~~the ~~shares~~historic ~~from~~and ~~awards~~current results of ~~restricted~~our ~~stock~~continuing ~~units should have been accrued in a prior period~~operations, ~~specifically~~and ~~the~~also ~~three~~facilitates ~~months~~comparisons ~~ended~~with ~~March~~less ~~31,~~acquisitive ~~2011. There~~peer ~~were no impacts on any other quarterly periods~~companies.

(i) Changes in contingent earn-out liability. In ~~addition~~accordance with changes in GAAP requirements for business combination accounting of contingent earn-out consideration, ~~the~~an ~~Company~~estimated fair value of contingent earn-out consideration is ~~correcting~~recorded at the close of an acquisition. As changes to the estimated fair value occur, which may be for a variety of reasons, including but not limited to, changes in expected earnout milestone achievements and changes in our stock price, we are required to record the changes in the estimated liability through our operating results until the liability is fixed. For example, under ~~accrual~~the terms of definitive acquisition~~-related~~ ~~costs~~agreements with RMI and Optichron, ~~consisting~~contingent earn-out consideration was a significant portion of ~~legal~~the ~~expenses~~total consideration payable. We evaluated contingent earn-out consideration as part of ~~$723,000~~the ~~during~~total purchase consideration of the ~~three~~business ~~months~~and ~~ended~~did ~~September~~not ~~30,~~consider ~~3011~~changes in the total purchase consideration recorded in our operating results to meaningfully reflect the performance of our business in the current period.

(ii) Amortization of intangible assets. The ~~table~~amortization ~~below~~of ~~reflects~~intangible ~~the~~assets ~~breakdown~~associated bywith ~~quarter~~our acquisitions results in recording expenses in our GAAP financial statements but does not represent an expenditure of cash in our operations. Moreover, had we developed the ~~restatement~~products ~~adjustments~~acquired, tothe ~~net~~amortization ~~income~~of ~~(loss)~~intangible assets, and ~~total~~the ~~adjustments~~expenses ~~for~~of ~~the~~uncompleted ~~nine~~research ~~months~~and ~~ended~~development ~~September~~would ~~30,~~have ~~2011~~been expensed in prior periods. ~~The~~ ~~consolidated~~Accordingly, ~~financial~~we ~~statements~~analyze ~~will~~the beperformance ~~restated~~of asour ~~follows~~operations (in ~~thousands):~~each period without regard to such expenses.

	Net income (loss), as previously reported			Stock compen-sation			Cash severance			Acquisition-related costs			Benefit from income taxes		Total adjustments, net of tax			Net income (loss), as restated
Three months ended March 31, 2011	$	6,004		$	(4,013	)	$	(384	)	$	-		$	438	$	(3,959	)	$	2,045
Three months ended June 30, 2011		(35,181	)		-			-			-			-		-			(35,181	)
Three months ended September 30, 2011		7,209			-			-			(723	)		-		(723	)		6,486
Nine months ended September 30, 2011	$	(21,968	)	$	(4,013	)	$	(384	)	$	(723	)	$	438	$	(4,682	)	$	(26,650	)

(iii)

Fair value adjustments of acquired inventory and related taxes. As part of business combination accounting for acquired inventory, we increase the value of acquired inventory to effectively eliminate any accounting gross profit except for a portion attributed to any manufacturing effort to be completed post-acquisition and any incremental selling effort. Such adjustments do not reflect costs we would otherwise have expended to manufacture such inventory on our own. Similarly, we exclude the income tax effect of this item when evaluating our operating results.

~~The~~(iv) ~~following~~Acquisition-related ~~table~~costs. ~~presents~~Acquisition-related ~~the~~costs ~~cumulative~~include ~~impact~~severance and professional fees incurred as a result of ~~financial~~acquisitions, ~~statement~~including ~~adjustments~~our onpending ~~the~~merger ~~previously~~with ~~reported~~Broadcom ~~consolidated~~Corporation. ~~statement~~We ofconsider ~~operations~~these ~~for~~charges ~~the~~unrelated ~~three~~to ~~months~~our ~~ended~~core ~~March~~operating 31performance. In addition, ~~2011~~acquisitions (result in ~~thousands~~non-continuing operating expenses, ~~except~~which ~~for~~we ~~per~~would ~~share~~not ~~amounts):~~have incurred otherwise in the normal course of our business operations. For example, we have incurred charges related to employment severance and acquisition-related settlement costs associated with the acquired entity.

	Three Months Ended March 31, 2011
	As Previously Reported		Adjustments				As Restated
Revenue	$	98,669	$	-			$	98,669
Cost of revenue		38,242		-				38,242
Gross profit		60,427		-				60,427
Operating expenses:
Research and development		32,825		-				32,825
Selling, general and administrative		20,414		4,397		(A)(B)		24,811
Acquisition-related costs		487		-				487
Total operating expenses		53,726		4,397				58,123
Loss from operations		6,701		(4,397	)			2,304
Other income (expense):
Interest and other income (expense), net		311		-				311
Loss before income taxes		7,012		(4,397	)			2,615
Benefit from income taxes		1,008		(438	)	(C)		570
Net income	$	6,004	$	(3,959	)		$	2,045
Net income per share - Basic	$	0.09					$	0.03
Net income per share - Diluted	$	0.08					$	0.03
Shares used in calculation - Basic		68,002		76		(D)		68,078
Shares used in calculation - Diluted		72,696		96		(D)		72,792

(v)

Gain recognized on investment in Optichron, Inc. Prior to April 2011 when we completed the acquisition of Optichron, Inc., we owned warrants to purchase 5,250,000 shares of common stock in Optichron, Inc. as a cost investment of $2.1 million. The fair value immediately prior to the acquisition date was $6.4 million. Upon acquiring the remaining equity interests of Optichron, we recorded a gain on the step-acquisition accounting of this pre-existing investment of $4.3 million, which has been included in Other Income in the results of our operations during the second fiscal quarter of 2011. We consider such credits unrelated to our core operating performance. Furthermore, we would not have recognized such non-continuing credits otherwise in the normal course of our business operations.

~~(A)~~• ~~Adjustments~~Other ~~for~~Items. ~~cash~~We ~~severance~~exclude ~~associated~~certain ~~with~~other items that are the ~~officer’s~~result ~~separation~~of ~~package~~either unique or unplanned events such as (Bi) ~~Adjustments~~lease ~~for~~termination ~~stock~~expenses ~~compensation~~incurred ~~associated~~in ~~with~~our ~~the~~second ~~officer’s~~fiscal ~~separation~~quarter ~~package~~of 2010, (Cii) ~~Adjustments~~impairment tocharge ~~record~~on ~~the~~other ~~tax~~investment ~~effect~~recorded in our second fiscal quarter of ~~(A)~~2011 and (Biii) ~~(D)~~release ~~Adjustments~~on ~~for~~a portion of our California research and development credit carryforward in our fourth quarter of 2010 and establishment of deferred tax asset valuation allowance in our fourth fiscal quarter of 2011. In connection with the ~~effects~~early termination of ~~vesting~~our ~~acceleration~~headquarter facility lease, we recorded charges related to lease termination fees. We also recognized an impairment charge on our investment in ~~basic~~a convertible bridge note based on valuation immediately prior to its conversion to an equity investment. Due to cumulative US pretax book losses in recent years on a GAAP basis, we established a full valuation allowance in 2011 on deferred tax assets not considered to be more likely than not to be realized. We believe that providing financial information without these items, in addition to our GAAP operating results, provides our management and ~~diluted~~users ~~share~~of ~~count~~our financial statements with better clarity regarding the on-going performance and future liquidity of our business.

The ~~following~~calculation ~~table presents the cumulative impact~~ of ~~financial~~non-GAAP ~~statement~~net ~~adjustments~~income onper ~~the~~share ~~previously~~is ~~reported~~adjusted ~~consolidated statement of operations~~ for the ~~three~~following ~~and six months ended June 30, 2011 (in thousands, except for per share amounts)~~item:

	Three Months Ended June 30, 2011									Six Months Ended June 30, 2011
	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments				As Restated
Revenue	$	103,689		$	-		$	103,689		$	202,358		$	-			$	202,358
Cost of revenue		43,221			-			43,221			81,463			-				81,463
Gross profit		60,468			-			60,468			120,895			-				120,895
Operating expenses:
Research and development		40,789			-			40,789			73,614			-				73,614
Selling, general and administrative		21,311			-			21,311			41,725			4,397		(A)(B)		46,122
Change in contingent earn-out liability		36,711			-			36,711			36,711			-				36,711
Acquisition-related costs		1,446			-			1,446			1,933			-				1,933
Total operating expenses		100,257			-			100,257			153,983			4,397				158,380
Loss from operations		(39,789	)		-			(39,789	)		(33,088	)		(4,397	)			(37,485	)
Other income (expense):
Gain recognized on investment in Optichron, Inc.		4,259			-			4,259			4,259			-				4,259
Impairment charge on other investment		(1,276	)		-			(1,276	)		(1,276	)		-				(1,276	)
Interest and other income (expense), net		93			-			93			404			-				404
Loss before income taxes		(36,713	)		-			(36,713	)		(29,701	)		(4,397	)			(34,098	)
Benefit from income taxes		(1,532	)		-			(1,532	)		(524	)		(438	)	(C)		(962	)
Net loss	$	(35,181	)	$	-		$	(35,181	)	$	(29,177	)	$	(3,959	)		$	(33,136	)
Net loss per share -Basic	$	(0.51	)				$	(0.51	)	$	(0.43	)					$	(0.48	)
Net loss per share -Diluted	$	(0.51	)				$	(0.51	)	$	(0.43	)					$	(0.48	)
Shares used in calculation -Basic		68,560			126	(D)		68,686			68,489			101		(D)		68,590
Shares used in calculation -Diluted		68,560			126	(D)		68,686			68,489			101		(D)		68,590

•

Non-GAAP net income per share is calculated by dividing non-GAAP net income by non-GAAP diluted weighted average shares. For purposes of calculating non-GAAP net income per share, the GAAP anti-dilutive weighted average shares outstanding is included after adjustments to exclude the benefits of stock-based compensation costs attributable to future services and not yet recognized in the financial statements. Under the GAAP treasury stock method, these stock-based compensation costs are treated as proceeds assumed to be used to repurchase shares. Because our non-GAAP net income does not reflect the effects of stock-based compensation costs, management believes these amounts should not be applied to the repurchase of shares in calculating non-GAAP net income per share.

~~(A)~~We ~~Adjustments~~expect ~~for~~to ~~cash~~continue ~~severance~~to ~~associated~~incur ~~with~~expenses ~~the~~similar ~~officer’s~~to ~~separation~~some ~~package~~of ~~(B)~~the ~~Adjustments~~non-GAAP ~~for~~adjustments ~~stock~~described ~~compensation~~above, ~~associated~~and ~~with~~exclusion ~~the~~of ~~officer’s~~these ~~separation~~items ~~package~~from ~~(C)~~our ~~Adjustments~~non-GAAP tofinancial ~~record~~measures ~~the~~should ~~tax~~not ~~effect~~be ofconstrued ~~(A)~~as ~~and~~an ~~(B)~~implication ~~(D)~~that ~~Adjustments~~these ~~for~~costs ~~the~~do ~~effects~~not ofrepresent ~~vesting~~additional ~~acceleration~~costs inof ~~basic~~doing business and ~~diluted~~are ~~share~~unusual, ~~count~~infrequent or non-recurring. For example:

~~The~~• ~~following~~Non-GAAP ~~table~~financial ~~presents~~measures ~~the~~do ~~cumulative~~not ~~impact~~account offor ~~financial~~stock-based ~~statement~~compensation ~~adjustments~~expense onrelated ~~the~~to ~~previously~~equity ~~reported~~awards ~~consolidated~~granted ~~statement~~to ofour ~~operations~~employees. ~~for~~Our ~~the~~stock ~~three~~incentive ~~and~~plans ~~nine~~are ~~months~~an ~~ended~~important ~~September~~component ~~30,~~of ~~2011~~our ~~(in~~employee ~~thousands,~~incentive ~~except~~compensation ~~for~~arrangements ~~per~~and ~~share~~are ~~amounts):~~reflected as expense in our GAAP results.

	Three Months Ended September 30, 2011										Nine Months Ended September 30, 2011
	As Previously Reported			Adjustments				As Restated			As Previously Reported			Adjustments				As Restated
Revenue	$	106,808		$	-			$	106,808		$	309,166		$	-			$	309,166
Cost of revenue		39,690			-				39,690			121,153			-				121,153
Gross profit		67,118			-				67,118			188,013			-				188,013
Operating expenses:
Research and development		39,848			-				39,848			113,462			-				113,462
Selling, general and administrative		22,000			-				22,000			63,725			4,397		(A)(B)		68,122
Change in contingent earn-out liability		(5,295	)		-				(5,295	)		31,416			-				31,416
Acquisition-related costs		5,591			723		(E)		6,314			7,524			723		(E)		8,247
Total operating expenses		62,144			723				62,867			216,127			5,120				221,247
Loss from operations		4,974			(723	)			4,251			(28,114	)		(5,120	)			(33,234	)
Other income (expense):
Gain recognized on investment in Optichron, Inc.		-			-				-			4,259			-				4,259
Impairment charge on other investment		-			-				-			(1,276	)		-				(1,276	)
Interest and other income (expense), net		94			-				94			498			-				498
Loss before income taxes		5,068			(723	)			4,345			(24,633	)		(5,120	)			(29,753	)
Benefit from income taxes		(2,141	)		-				(2,141	)		(2,665	)		(438	)	(C)		(3,103	)
Net income (loss)	$	7,209		$	(723	)		$	6,486		$	(21,968	)	$	(4,682	)		$	(26,650	)
Net income (loss) per share -Basic	$	0.10						$	0.09		$	(0.32	)					$	(0.39	)
Net income (loss) per share -Diluted	$	0.10						$	0.09		$	(0.32	)					$	(0.39	)
Shares used in calculation -Basic		69,266			126		(D)		69,392			68,585			109		(D)		68,694
Shares used in calculation -Diluted		73,498			83		(D)		73,581			68,585			109		(D)		68,694

•

While amortization of purchased intangible assets does not directly affect our current cash position, such expenses represent the estimated decline in value of technology and other intangible assets we have acquired over their respective expected economic lives. We have excluded the expense associated with this decline in value from non-GAAP financial measures, and therefore the non-GAAP financial measures do not reflect the costs of acquired intangible assets that supplement our research and development efforts.

(A) Adjustments for cash severance associated with the officer’s separation package (B) Adjustments for stock compensation associated with the officer’s separation package (C) Adjustments to record the tax effect of (A) and (B) (D) Adjustments for the effects of vesting acceleration in basic and diluted share count (E) Adjustments for under accrual of acquisition-related costs

The following table presents the cumulative impact of financial statement adjustments on the previously reported consolidated statement of operations for the three and nine months ended September 30, 2011 (in thousands, except for per share amounts):

	September 30, 2011
	As Previously Reported			Adjustments				As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	125,751						$	125,751
Short-term investments		116,621							116,621
Accounts receivables, net		38,916							38,916
Inventories		38,326							38,326
Deferred income taxes		7,493							7,493
Prepaid expenses and other current assets		12,536			438		(C)		12,974
Total current assets		339,643							340,081
Property and equipment, net		31,235							31,235
Goodwill		167,152							167,152
Intangible assets, net		204,029							204,029
Other assets		78,521							78,521
Total assets	$	820,580						$	821,018
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	16,470						$	16,470
Accrued liabilities		29,275			1,107		(A)(E)		30,382
Contingent earn-out liability, current		71,024							71,024
Deferred margin		2,932							2,932
Software licenses and other obligations, current		4,722							4,722
Total current liabilities		124,423							125,530
Contingent earn-out liability, long-term		3,867							3,867
Software licenses and other obligations, long-term		3,394							3,394
Other liabilities		41,520							41,520
Total liabilities		173,204							174,311
Stockholders' equity
Common stock		696							696
Additional paid-in capital		860,623			4,013		(B)		864,636
Accumulated other comprehensive loss		(2,461	)						(2,461	)
Accumulated deficit		(211,482	)		(4,682	)	(A)(B)(C)(E)		(216,164	)
Total stockholders' equity		647,376							646,707
Total liabilities and stockholders' equity	$	820,580						$	821,018

(A) Adjustments for cash severance associated with the officer’s separation package (B) Adjustments for stock compensation associated with the officer’s separation package (C) Adjustments to record the tax effect of (A) and (B) (E) Adjustments for under accrual of acquisition-related costs

The following table presents the cumulative impact of financial statement adjustments on the previously reported consolidated statement of cash flows for the nine months ended September 30, 2011 (in thousands):

	Nine Months Ended September 30, 2011
	As Previously Reported			Adjustments				As Restated
Cash flows from operating activities:
Net loss	$	(21,968	)	$	(4,682	)	(A)(B)(C)(E)	$	(26,650	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		51,246							51,246
Loss on disposal of property and equipment		52							52
Amortization of premium related to debt securities, net		1,060							1,060
Stock-based compensation		39,526			4,013		(B)		43,539
Recovery of doubtful accounts		(55	)						(55	)
Provision for inventory reserves		5,132							5,132
Gain recognized on investment in Optichron, Inc.		(4,259	)						(4,259	)
Impairment charge on other investment		1,276							1,276
Deferred income taxes, net		114							114
Excess tax benefit from stock-based awards		(248	)						(248	)
Changes in current assets and liabilities:
Accounts receivables		(15,232	)						(15,232	)
Inventories		(4,260	)						(4,260	)
Prepaid expenses and other assets		232			(438	)	(C)		(206	)
Accounts payable and accrued liabilities		(4,534	)		1,107		(A)(E)		(3,427	)
Cash settled contingent earn-out liability		31,416							31,416
Deferred margin		(2,254	)						(2,254	)
Other long-term liabilities		2,507							2,507
Net cash provided by operating activities		79,751							79,751
Cash flows from investing activities:
Acquisition of Optichron, Inc, net of cash acquired of $2.5 million		(74,679	)						(74,679	)
Purchase of property and equipment		(8,720	)						(8,720	)
Purchase of short-term investments		(94,259	)						(94,259	)
Sales and maturities of short-term investments		132,230							132,230
Purchase of long term investments and other		(17,500	)						(17,500	)
Net cash used in investing activities		(62,928	)						(62,928	)
Cash flows from financing activities:
Payments of software license and other obligations		(4,931	)						(4,931	)
Proceeds from issuance of common stock		17,939							17,939
Tax payments related to vested awards		(4,851	)						(4,851	)
Excess tax benefit from stock-based awards		248							248
Net cash provided by financing activities		8,405							8,405
Net increase (decrease) in cash and cash equivalents		25,228							25,228
Cash and cash equivalents at beginning of year		100,523							100,523
Cash and cash equivalents at end of year	$	125,751						$	125,751

(A) Adjustments for cash severance associated with the officer’s separation package (B) Adjustments for stock compensation associated with the officer’s separation package (C) Adjustments to record the tax effect of (A) and (B) (E) Adjustments for under accrual of acquisition-related costs

Controls and Procedures

At the time that our Quarterly Reports on Form 10-Q for the three months ended March 31, 2011, June 30, 2011, and September 30, 2011 were on file, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective. Subsequent to that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective for these periods because of a material weakness identified below.

We have determined that our control over the evaluation of the accounting for non-standard equity transactions was not effective as for each of our interim periods and as of December 31, 2011, which resulted in a material adjustment to our first quarter ended March 31, 2011 related to a severance arrangement. Accordingly, our management has determined that this control deficiency constitutes a material weakness.

Planned Remedial Actions of Material Weakness

Our planned remedial action is to require an accounting analysis to be prepared and documented on a timely basis for non-standard equity transactions related to severance arrangements.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this document:

Exhibits		Description
99.1		Press Release dated February 0915, 2012

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NetLogic Microsystems, Inc.
Date: February 09, 2012	By:	/s/ Michael T. Tate
Date: February 15, 2012	By:	/s/ Michael T. Tate
		Michael T. Tate Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibits		Description
99.1		Press Release dated February 0915, 2012

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