MSPD / Mindspeed Technologies, Inc - Документы SEC, Годовой отчет, Доверенное заявление

Mindspeed Technologies, Inc.
US
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 1224370
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mindspeed Technologies, Inc
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
December 30, 2013 15-12B

- FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31650 Mindspeed Technologies, Inc. (Exact name of registrant as

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MINDSPEED TECHNOLOGIES, INC. ARTICLE I

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MINDSPEED TECHNOLOGIES, INC. ARTICLE I The name of the corporation is Mindspeed Technologies, Inc. (the “Corporation”). ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at that address is

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS 1 d646695ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos. 333-106148; 333-106479; 333-124289; 333-132858; 333-142298; 333-159236; 333-165875; 333-167785; 333-173328; 333-177678; 333-180589; 333-180593; 333-183122; 333-186911 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMEN

December 18, 2013 POS AM

- POS AM

POS AM 1 d646693dposam.htm POS AM As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement No. 333-106146 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mindspeed Technologies, Inc. (Exact Name of Registrant as Specified in Its Charter)

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 EX-3.2

AMENDED & RESTATED MINDSPEED TECHNOLOGIES, INC. TABLE OF CONTENTS Page ARTICLE 1 CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 MEETINGS OF STOCKHOLDERS 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2

EX-3.2 Exhibit 3.2 AMENDED & RESTATED BYLAWS OF MINDSPEED TECHNOLOGIES, INC. TABLE OF CONTENTS Page ARTICLE 1 CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 MEETINGS OF STOCKHOLDERS 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Stockholders’ Meetings 2 2.5 Manner of Giving Notice; Affidavit of Notice 2 2.6 Validation of Meetings; Waiv

December 18, 2013 SC TO-T/A

- SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MICRO MERGER SUB, INC. (Offeror) M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (Parent of Offeror) (Names of Filing Persons

December 18, 2013 SC 14D9/A

- SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No.

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 18, 2013 MINDSPEED TECHNOLOGIES, INC.

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 EX-10.1

MINDSPEED TECHNOLOGIES, INC. 6.75% CONVERTIBLE SENIOR NOTES DUE 2017 FIRST SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 18, 2013 SUPPLEMENTING THAT CERTAIN DATED AS OF JUNE 19, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

Exhibit 10.1 MINDSPEED TECHNOLOGIES, INC. 6.75% CONVERTIBLE SENIOR NOTES DUE 2017 FIRST SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 18, 2013 SUPPLEMENTING THAT CERTAIN INDENTURE DATED AS OF JUNE 19, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE THIS FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of December 18, 2013, by and between Mindspeed Technologies, Inc., a D

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 EX-99.A.5.F

MACOM Successfully Completes Tender Offer for Mindspeed Technologies

Exhibit (a)(5)(F) Exhibit (a)(5)(F) MACOM Successfully Completes Tender Offer for Mindspeed Technologies LOWELL, Mass.

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 18, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2013 Registration Statement Nos.

December 17, 2013 EX-99.1

December 16, 2013

EX-99.1 Exhibit 99.1 December 16, 2013 Mindspeed Announces Definitive Agreement to Sell Assets of Its Wireless Infrastructure Unit to Intel NEWPORT BEACH, Calif., Dec. 16, 2013 (GLOBE NEWSWIRE) — Mindspeed Technologies, Inc. (Nasdaq:MSPD), a leading supplier of semiconductor solutions for network infrastructure, today announced that it has signed a definitive agreement to sell the assets of its wi

December 17, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 15, 2013 MINDSPEED TECHNOLOGIES, INC.

December 16, 2013 EX-21

SUBSIDIARIES OF MINDSPEED TECHNOLOGIES, INC. Subsidiary State or Other Jurisdiction of Incorporation or Organization Maker Communications, Inc. Delaware Mindspeed Technologies S.A.S. France Mindspeed Technologies U.K., Limited United Kingdom

EX-21 EXHIBIT 21 SUBSIDIARIES OF MINDSPEED TECHNOLOGIES, INC. Subsidiary State or Other Jurisdiction of Incorporation or Organization Maker Communications, Inc. Delaware Mindspeed Technologies S.A.S. France Mindspeed Technologies U.K., Limited United Kingdom

December 16, 2013 EX-12.1

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EX-12.1 EXHIBIT 12.1 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated. Sept. 27, 2013 Sept. 28, 2012 Sept. 30, 2011 Oct. 1, 2010 Oct. 2, 2009 (in thousands, except ratio amounts) Earnings: (Loss)/income before income taxes $ (88,761 ) $ (32,392 ) $ (514 ) $ 21,476 $ (24,632 )

December 16, 2013 10-K

Annual Report - FORM 10-K

Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 27, 2013 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 01-0616769 (State of incorporation) (I.R.S. Employe

December 16, 2013 EX-24

POWER OF ATTORNEY

EX-24 EXHIBIT 24 POWER OF ATTORNEY I, the undersigned Director and/or Officer of Mindspeed Technologies, Inc.

December 13, 2013 8-K

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 12, 2013 MINDSPEED TECHNOLOGIES, INC.

December 13, 2013 EX-99.1

Tim McDonnell Mindspeed Technologies, Inc. Manager, Human Resources 4000 MacArthur Boulevard, East Tower Newport Beach, CA 92660 Telephone: (949) 579-3106 Facsimile: (949) 579-6319

EX-99.1 Exhibit 99.1 To: Directors and Executive Officers of Mindspeed Technologies, Inc. From: Tim McDonnell Date: December 12, 2013 Re: Updated Notice Regarding Restrictions on Trading Mindspeed Technologies, Inc. Securities We advised you by notice dated November 26, 2013, of a trading restriction that may need to be imposed pursuant to the requirements of Section 306(a) of the Sarbanes-Oxley A

December 13, 2013 SC 13D/A

MSPD / Mindspeed Technologies, Inc / KOPP INVESTMENT ADVISORS LLC - SCHEDULE 13D AMENDMENT NO. 3 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* MINDSPEED TECHNOLOGIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 602682205 (CUSIP Number) John P. Flakne Kopp Investment Advisors, LLC 8400 Normandale Lake Boulevard, Suite 1450 Bloomington, MN 55437 (952) 841-0400 Copy to: Christopher M. Cahl

December 13, 2013 SC 14D9/A

- SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No.

December 12, 2013 NT 10-K

- NT 10-K

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-31650 CUSIP Number: 602682205 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 27, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tran

December 12, 2013 EX-99.1

MINDSPEED ANNOUNCES FILING OF FORM 12B-25

EX-99.1 Exhibit 99.1 MINDSPEED ANNOUNCES FILING OF FORM 12B-25 NEWPORT BEACH, Calif., December 12, 2013 — Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of semiconductor solutions for network infrastructure applications, today announced that it has filed a Notification of Late Filing, or Form 12b-25, with the Securities and Exchange Commission with regard to its Annual Report on F

December 12, 2013 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 12, 2013 MINDSPEED TECHNOLOGIES, INC.

December 11, 2013 EX-99.(A)(5)(O)

Expected Final Day to Direct Fidelity to Tender Shares Held in the Retirement Savings Plan

Exhibit (a)(5)(O) Dear Employees, As you know, on November 5, 2013, Mindspeed Technologies, Inc.

December 11, 2013 SC 14D9/A

- SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No.

December 11, 2013 SC 14D9/A

- AMENDMENT NO. 5 TO SC 14D-9

SC 14D9/A 1 d642205dsc14d9a.htm AMENDMENT NO. 5 TO SC 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No. 5) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Persons Filing Statement) Com

December 11, 2013 EX-99.(A)(5)(N)

MINDSPEED TECHNOLOGIES, INC. Notice to Holders of Options (“Notice”) December 10, 2013

Exhibit (a)(5)(N) MINDSPEED TECHNOLOGIES, INC. Notice to Holders of Options (“Notice”) December 10, 2013 Dear Option Holder: On November 5, 2013, Mindspeed Technologies, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with M/A-COM Technology Solutions Holdings, Inc. (“Parent”) and Micro Merger Sub, Inc. (the “Purchaser”). In accordance with the terms of t

December 11, 2013 EX-99.D.7

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

EX-99.D.7 Exhibit (d)(7) NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of December , 2013, by and between M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation and/or its assigns (“Purchaser”), Mindspeed Technologies, Inc. (“Mindspeed”) and Preetinder Virk, (“Virk”) a current employee, executiv

December 11, 2013 EX-99.D.8

Offer of Employment Letter, dated as of December 11, 2013, between MACOM Technology Solutions Inc. and Preetinder Virk (incorporated by reference to Exhibit (d)(8) to Amendment No. 4 to our Tender Offer Statement on Schedule TO filed with the SEC on December 11, 2013).

EX-99.D.8 Exhibit (d)(8) M/A-COM Technology Solutions Inc. 100 Chelmsford Street Lowell, MA 01851 December 11, 2013 Preetinder Virk 28791 Calle Posada Road San Juan Capistrano, CA 92675 Re: Offer of Employment with M/A-COM Technology Solutions Inc. Dear Mr. Virk: On behalf of M/A-COM Technology Solutions Inc., a Delaware corporation (the “Company”), I am pleased to invite you to join the Company a

December 11, 2013 EX-99.(A)(5)(M)

MINDSPEED TECHNOLOGIES, INC. Notice to Holders of Company Stock-Based Awards (“Notice”) December 10, 2013

EX-99.(A)(5)(M) Exhibit (a)(5)(M) MINDSPEED TECHNOLOGIES, INC. Notice to Holders of Company Stock-Based Awards (“Notice”) December 10, 2013 Dear Company Stock-Based Award Holder: On November 5, 2013, Mindspeed Technologies, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with M/A-COM Technology Solutions Holdings, Inc. (“Parent”) and Micro Merger Sub, Inc

December 11, 2013 SC TO-T/A

- SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MICRO MERGER SUB, INC. (Offeror) M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (Parent of Offeror) (Names of Filing Persons

December 10, 2013 SC TO-T/A

- SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MICRO MERGER SUB, INC. (Offeror) M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (Parent of Offeror) (Names of Filing Persons

December 10, 2013 SC 14D9/A

- SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No.

December 3, 2013 CORRESP

-

CORRESP 12235 El Camino Real, Suite 200 San Diego, CA 92130 PHONE 858.350.2300 FAX 858.350.2399 www.wsgr.com December 3, 2013 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Christina Chalk Re: Mindspeed Technologies, Inc. Schedule 14D-9 Filed November 19, 2013 File No. 005-79645 Ms. Chalk: On be

December 3, 2013 SC 14D9/A

- SC 14D9/A

SC 14D9/A 1 d637516dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Persons Filing Statement) Common Stock, par val

December 2, 2013 SC TO-T/A

- SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MICRO MERGER SUB, INC. (Offeror) M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (Parent of Offeror) (Names of Filing Persons

November 26, 2013 SC 14D9/A

- SC 14D9/A

SC 14D9/A 1 d636633dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Persons Filing Statement) Common Stock, par val

November 26, 2013 EX-99.A.5.E

MACOM Announces Early Termination of HSR Waiting Period

Exhibit (a)(5)(E) MACOM Announces Early Termination of HSR Waiting Period LOWELL, Mass.

November 26, 2013 EX-99.2

Tim McDonnell Mindspeed Technologies, Inc. Manager, Human Resources 4000 MacArthur Boulevard, East Tower Newport Beach, CA 92660 Telephone: (949) 579-3106 Facsimile: (949) 579-6319

EX-99.2 Exhibit 99.2 To: Directors and Executive Officers of Mindspeed Technologies, Inc. From: Tim McDonnell Date: November 26, 2013 Re: Restrictions on Trading Mindspeed Technologies, Inc. Securities Reason for the Tender Offer Blackout Period and this Notice Pursuant to the requirements of Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR (i.e., Blackout Trading Restriction),

November 26, 2013 8-K

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 26, 2013 MINDSPEED TECHNOLOGIES, INC.

November 26, 2013 SC TO-T/A

- SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MICRO MERGER SUB, INC. (Offeror) M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (Parent of Offeror) (Names of Filing Persons) COMMON S

November 26, 2013 EX-99.1

Important Notice Concerning Your Rights Under the Mindspeed Technologies, Inc. Retirement Savings Plan NOVEMBER 26, 2013 WE ARE REQUIRED BY LAW TO PROVIDE YOU WITH THIS NOTICE.

EX-99.1 Exhibit 99.1 Important Notice Concerning Your Rights Under the Mindspeed Technologies, Inc. Retirement Savings Plan NOVEMBER 26, 2013 WE ARE REQUIRED BY LAW TO PROVIDE YOU WITH THIS NOTICE. This notice is to inform you that transactions involving the common stock of Mindspeed Technologies, Inc. (the “Company”) in the Mindspeed Technologies, Inc. Retirement Savings Plan (the “Retirement Pla

November 19, 2013 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock MINDSPEED TECHNOLOGIES, INC. $5.05 NET PER SHARE Pursuant to the Offer to Purchase dated November 19, 2013 MICRO MERGER SUB, INC., a wholly-owned subsidiary of M/A-COM TECHNOLOGY SOLUTION

EX-(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of MINDSPEED TECHNOLOGIES, INC.

November 19, 2013 EX-99.(A)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below) and the related Letter of Transmittal (as defi

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

November 19, 2013 EX-99.(A)(1)(D)

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock MINDSPEED TECHNOLOGIES, INC. $5.05 NET PER SHARE MICRO MERGER SUB, INC., a wholly-owned subsidiary of M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

EX-99.(A)(1)(D) 5 d629015dex99a1d.htm EX-(A)(1)(D) Exhibit (a)(1)(D) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of MINDSPEED TECHNOLOGIES, INC. at $5.05 NET PER SHARE by MICRO MERGER SUB, INC., a wholly-owned subsidiary of M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 17, 2013 (WHICH

November 19, 2013 EX-99.(A)(1)(A)

Offer to Purchase For Cash All Outstanding Shares of Common Stock MINDSPEED TECHNOLOGIES, INC. $5.05 Net Per Share MICRO MERGER SUB, INC., a wholly-owned subsidiary of M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

Table of Contents Exhibit (a)(1)(A) Offer to Purchase For Cash All Outstanding Shares of Common Stock of MINDSPEED TECHNOLOGIES, INC.

November 19, 2013 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock MINDSPEED TECHNOLOGIES, INC. $5.05 NET PER SHARE Pursuant to the Offer to Purchase dated November 19, 2013 MICRO MERGER SUB, INC., a wholly-owned subsidiary of M/A-COM TECHNOLOGY SOLUTIONS HOLDIN

EX-(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of MINDSPEED TECHNOLOGIES, INC.

November 19, 2013 EX-99.(D)(3)

October 4, 2013

Exhibit (d)(3) October 4, 2013 CONFIDENTIAL Mindspeed Technologies, Inc. 4000 MacArthur Boulevard East Tower Newport Beach, California 92660 Attention: Mr. Dwight W. Decker, Chairman Ladies and Gentlemen: This letter agreement (this “Agreement”) sets forth the terms upon which M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (“MACOM”), agrees to continue discussions and other ac

November 19, 2013 SC TO-T

- SC TO-T

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MICRO MERGER SUB, INC. (Offeror) M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.0

November 19, 2013 EX-99.(D)(2)

August 19, 2013

EX-99.(D)(2) 8 d629015dex99d2.htm EX-(D)(2) Exhibit (d)(2) August 19, 2013 M/A-COM Technology Solutions Holdings, Inc. 100 Chelmsford St. Lowell, MA 01851 Re: Confidentiality Agreement Ladies and Gentlemen: In connection with the possible transaction (“Proposed Transaction”) between Mindspeed Technologies, Inc. (“MSPD”) and M/A-COM Technology Solutions Holdings, Inc. (which, together with its cont

November 19, 2013 EX-99.(A)(1)(E)

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock MINDSPEED TECHNOLOGIES, INC. $5.05 NET PER SHARE MICRO MERGER SUB, INC., a wholly-owned subsidiary of M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

EX-99.(A)(1)(E) 6 d629015dex99a1e.htm EX-(A)(1)(E) Exhibit (a)(1)(E) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of MINDSPEED TECHNOLOGIES, INC. at $5.05 NET PER SHARE by MICRO MERGER SUB, INC., a wholly-owned subsidiary of M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 17, 2013 (WHICH

November 19, 2013 EX-99.(D)(5)

M/A-COM Technology Solutions Inc. 100 Chelmsford Street Lowell, MA 01851 November 5, 2013

EX-(d)(5) Exhibit (d)(5) M/A-COM Technology Solutions Inc. 100 Chelmsford Street Lowell, MA 01851 November 5, 2013 Najabat Hasnain Bajwa 3315 Clearing Lane Corona, CA 92882 Re: Offer of Employment with M/A-COM Technology Solutions Inc. Dear Mr. Bajwa: On behalf of M/A-COM Technology Solutions Inc., a Delaware corporation (the “Company”), I am pleased to invite you to join the Company as its SVP &

November 19, 2013 SC 14D9

- SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 MINDSPEED TECHNOLOGIES, INC.

November 19, 2013 EX-99.(A)(2)(A)

November 19, 2013

EX-99.(a)(2)(A) Exhibit (a)(2)(A) November 19, 2013 Dear Stockholder: On behalf of the board of directors of Mindspeed Technologies, Inc., I am pleased to inform you that on November 5, 2013, Mindspeed agreed to be acquired by M/A-COM Technology Solutions Holdings, Inc., pursuant to the terms of an Agreement and Plan of Merger by and among Mindspeed, MACOM and Micro Merger Sub, Inc., a wholly owne

November 19, 2013 EX-99.(D)(4)

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

EX-(d)(4) Exhibit (d)(4) NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of November 5, 2013, by and between M/A-COM Technology Solutions Holdings, Inc.

November 15, 2013 SC14D9C

- SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 602682205 (CU

November 14, 2013 EX-4.1

MINDSPEED TECHNOLOGIES, INC. AMENDMENT NO. 2 TO SECTION 382 RIGHTS AGREEMENT

EX-4.1 Exhibit 4.1 MINDSPEED TECHNOLOGIES, INC. AMENDMENT NO. 2 TO SECTION 382 RIGHTS AGREEMENT THIS AMENDMENT NO. 2 (this “Amendment”), dated as of November 5, 2013, is made by and between MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE SHAREOWNERS SERVICES LLC (as successor to Mellon Investor Services LLC), a New Jersey limited liability company (the “Righ

November 14, 2013 8-K/A

Material Modification to Rights of Security Holders, Financial Statements and Exhibits - 8-K/A

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2013 MINDSPEED TECHNOLOGIES, INC.

November 14, 2013 SC14D9C

- SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 602682205 (CU

November 8, 2013 SC14D9C

- SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 602682205 (CU

November 6, 2013 EX-99.2

www.CallStreet.com — 1-877-FACTSET — Copyright © 2001-2013 CallStreet 1

EX-99.2 Exhibit 99.2 M/A-COM Technology Solutions Holdings, Inc. MTSI Q4 2013 Earnings Call Nov. 5, 2013 Companyp Tickerp Event Typep Datep n MANAGEMENT DISCUSSION SECTION Operator: Good afternoon, and welcome to the M/A-COM Technology Solutions Fourth Quarter and Fiscal Year 2013 Financial Results Conference Call. At this time, all participants are in a listen-only mode. At the conclusion of toda

November 6, 2013 SC14D9C

- SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 602682205 (CU

November 6, 2013 SC14D9C

- SC 14D9C

SC 14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 602682205 (C

November 6, 2013 SC14D9C

- SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 602682205 (CUSIP Numb

November 6, 2013 SC14D9C

- SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 602682205 (CUSIP Numb

November 6, 2013 EX-99.1

MACOM CEO Presentation to

MACOM CEO Presentation to Mindspeed Employees November 6, 2013 Exhibit 99.1 2 Forward-Looking Statement Safe Harbor and Use of Non-GAAP Financial Measures This presentation contains forward-looking statements based on management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, statements concerning the Mindspeed t

November 6, 2013 EX-99.1

Tim McDonnell Mindspeed Technologies, Inc. Manager, Human Resources 4000 MacArthur Boulevard, East Tower Newport Beach, CA 92660 Telephone: (949) 579-3106 Facsimile: (949) 579-6319

EX-99.1 Exhibit 99.1 To: Directors and Executive Officers of Mindspeed Technologies, Inc. From: Tim McDonnell Date: November 5, 2013 Re: Restrictions on Trading Mindspeed Technologies, Inc. Securities Reason for the Blackout Period and this Notice Pursuant to the requirements of Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR (i.e., Blackout Trading Restriction), promulgated by

November 6, 2013 EX-99.1

MACOM Announces Definitive Agreement

EX-99.1 MACOM Announces Definitive Agreement to Acquire Mindspeed Technologies November 5, 2013 Exhibit 99.1 2 Forward-Looking Statement Safe Harbor and Use of Non-GAAP Financial Measures This presentation contains forward-looking statements based on management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, stat

November 6, 2013 8-K

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits

8-K 1 d623789d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 6, 2013 MINDSPEED TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-3650 01-0616769 (State or other jurisdict

November 6, 2013 SC TO-C

- SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MICRO MERGER SUB, INC. (Offeror) M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.0

November 6, 2013 SC14D9C

- SC 14D9C

SC 14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 602682205 (C

November 6, 2013 SC TO-C

- SCHEDULE TO-C

Schedule TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MICRO MERGER SUB, INC. (Offeror) M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK

November 5, 2013 SC14D9C

- SC 14D9C

SC 14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 MINDSPEED TECHNOLOGIES, INC. (Name of Subject Company) MINDSPEED TECHNOLOGIES, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 602682205 (C

November 5, 2013 EX-99.1

MACOM Announces Definitive Agreement to Acquire Mindspeed Technologies MACOM expects Non-GAAP EPS accretion between $0.15 and $0.20 in fiscal 2014 and between $0.25 and $0.30 in fiscal 2015 Mindspeed intends to sell its wireless business before closi

EX-99.1 Exhibit 99.1 MACOM Announces Definitive Agreement to Acquire Mindspeed Technologies MACOM expects Non-GAAP EPS accretion between $0.15 and $0.20 in fiscal 2014 and between $0.25 and $0.30 in fiscal 2015 Mindspeed intends to sell its wireless business before closing LOWELL, Mass., November 5, 2013 – M/A-COM Technology Solutions Holdings, Inc. (NASDAQ: MTSI) (MACOM), a leading supplier of hi

November 5, 2013 EX-10.1

AMENDMENT NO. 1 Dated as of November 5, 2013 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 26, 2013

EX-10.1 Exhibit 10.1 EXECUTION COPY AMENDMENT NO. 1 Dated as of November 5, 2013 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 26, 2013 THIS AMENDMENT NO. 1 (this “Amendment”) is made as of November 5, 2013 by and among M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan

November 5, 2013 SC TO-C

- FORM 8-K

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): November 5, 2013 M/A-COM Technology Solutions Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35451 27-0306875 (State or other jurisdiction of incor

November 5, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

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) November 5, 2013 Mindspeed Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Orga

November 5, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 5, 2013 MINDSPEED TECHNOLOGIES, INC.

November 5, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among: MINDSPEED TECHNOLOGIES, INC. a Delaware corporation; M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. a Delaware corporation; and MICRO MERGER SUB, INC. a Delaware corporation Dated as of November 5, 2013 TABLE O

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: MINDSPEED TECHNOLOGIES, INC. a Delaware corporation; M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. a Delaware corporation; and MICRO MERGER SUB, INC. a Delaware corporation Dated as of November 5, 2013 TABLE OF CONTENTS Page ARTICLE 1 THE OFFER 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Directors 5 ARTICLE 2 THE MERGER 6

November 5, 2013 EX-99

Mindspeed Announces Fiscal Fourth Quarter 2013 Results and Conclusion of Its Strategic Review Process

EXHIBIT 99.1 Mindspeed Announces Fiscal Fourth Quarter 2013 Results and Conclusion of Its Strategic Review Process Beats Guidance and Achieves Non-GAAP Net Income Profitability High Performance Analog Revenue Grows 4% Sequentially Announces Definitive Merger Agreement with MACOM for $5.05 per share NEWPORT BEACH, Calif., Nov. 5, 2013 (GLOBE NEWSWIRE) - Mindspeed Technologies, Inc. (Nasdaq:MSPD), a

November 5, 2013 EX-99.1

Mindspeed Announces Definitive Agreement to be Acquired by MACOM for $5.05 per share

EX-99.1 Exhibit 99.1 Mindspeed Announces Definitive Agreement to be Acquired by MACOM for $5.05 per share Newport Beach, CA, November 5, 2013 –Mindspeed Technologies (NASDAQ:MSPD), a leading supplier of semiconductor solutions for communications infrastructure applications, today announced that it has entered into a definitive agreement to be acquired by M/A-COM Technology Solutions Holdings, Inc.

November 5, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among: MINDSPEED TECHNOLOGIES, INC. a Delaware corporation; M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. a Delaware corporation; and MICRO MERGER SUB, INC. a Delaware corporation Dated as of November 5, 2013 TABLE O

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: MINDSPEED TECHNOLOGIES, INC. a Delaware corporation; M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. a Delaware corporation; and MICRO MERGER SUB, INC. a Delaware corporation Dated as of November 5, 2013 TABLE OF CONTENTS Page ARTICLE 1 THE OFFER 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Directors 5 ARTICLE 2 THE M

October 4, 2013 SC 13D/A

MSPD / Mindspeed Technologies, Inc / KOPP INVESTMENT ADVISORS LLC Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* MINDSPEED TECHNOLOGIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 602682205 (CUSIP Number) John P. Flakne Kopp Investment Advisors, LLC 8400 Normandale Lake Boulevard, Suite 1450 Bloomington, MN 55437 (952) 841-0400 Copy to: Christopher M. Cahl

August 7, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 30, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

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) July 30, 2013 Mindspeed Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Organiz

July 30, 2013 EX-99

Mindspeed Reports Fiscal Third Quarter 2013 Results

EXHIBIT 99.1 Mindspeed Reports Fiscal Third Quarter 2013 Results NEWPORT BEACH, Calif., July 30, 2013 (GLOBE NEWSWIRE) - Mindspeed Technologies, Inc. (Nasdaq:MSPD), a leading supplier of semiconductor solutions for communications infrastructure applications, today reported results for its fiscal third quarter of 2013. For the quarter ended June 28, 2013, Mindspeed recorded net revenue of $35.6 mil

July 9, 2013 SC 13G/A

MSPD / Mindspeed Technologies, Inc / FEDERATED HERMES, INC. Passive Investment

OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response .

June 27, 2013 11-K

- FORM 11-K

Form 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 17, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): May 14, 2013 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation o

May 17, 2013 EX-3.1

AMENDED AND RESTATED BYLAWS OF MINDSPEED TECHNOLOGIES, INC. EFFECTIVE MAY 14, 2013 ARTICLE I.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF MINDSPEED TECHNOLOGIES, INC. EFFECTIVE MAY 14, 2013 ARTICLE I. OFFICES SECTION 1. Registered Office in Delaware; Resident Agent. The address of the Corporation’s registered office in the State of Delaware and the name and address of its resident agent in charge thereof are as filed with the Secretary of State of the State of Delaware. SECTION 2. Ot

May 16, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 14, 2013 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Organiz

May 16, 2013 EX-99.1

Mindspeed Appoints Fared Adib from Sprint Nextel to Its Board of Directors

EX-99.1 EXHIBIT 99.1 Mindspeed Appoints Fared Adib from Sprint Nextel to Its Board of Directors NEWPORT BEACH, Calif., May 16, 2013 - Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of semiconductor solutions for network infrastructure applications, today announced the appointment of Fared Adib of Sprint Nextel Corporation to its board of directors. As a member of the board, Mr. Ad

May 15, 2013 EX-10.3

Abdelnaser Adas Stephen N. Ananias Allison K. Musetich Brandi R. Steege Preetinder S. Virk

EX-10.3 EXHIBIT 10.3 Mindspeed Technologies, Inc. has entered into an agreement with each of the following persons, which is substantially identical to the form of Employment Agreement filed as Exhibit 10.5 to the Registrant?s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2009: Abdelnaser Adas Stephen N. Ananias Allison K. Musetich Brandi R. Steege Preetinder S. Virk

May 15, 2013 10-Q/A

MSPD FORM 10-Q/A (Quarterly Report)

FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES

May 15, 2013 EX-10.2

Najabat H. Bajwa Raouf Y. Halim Gerald J. Hamilton

EX-10.2 EXHIBIT 10.2 Mindspeed Technologies, Inc. has entered into an agreement with each of the following persons, which is substantially identical, except as set forth below, to the form of Employment Agreement filed as Exhibit 10.9 to the Registrant?s Annual Report on Form 10-K for the fiscal year ended October 3, 2008: Najabat H. Bajwa Raouf Y. Halim Gerald J. Hamilton The multiple set forth i

May 8, 2013 EX-10.1

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT

Exhibit 10.1 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this ?Amendment?) is entered into this 8th day of March, 2013, by and between MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (?Borrower?) and SILICON VALLEY BANK (?Bank?). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreemen

May 8, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES, INC. (Exact

April 30, 2013 EX-99.1

Mindspeed Reports Preliminary Fiscal Second Quarter 2013 Results

Exhibit 99.1 Mindspeed Reports Preliminary Fiscal Second Quarter 2013 Results NEWPORT BEACH, Calif.-(BUSINESS WIRE)-April 30, 2013-Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of semiconductor solutions for communications infrastructure applications, today reported preliminary results for its fiscal second quarter of 2013. The preliminary results are subject to change based on t

April 30, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a50621975.htm MINDSPEED TECHNOLOGIES, INC. 8-K 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): April 30, 2013 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (

April 3, 2013 EX-99.1

Mindspeed Updates Outlook for Fiscal Second Quarter 2013

Exhibit 99.1 Mindspeed Updates Outlook for Fiscal Second Quarter 2013 NEWPORT BEACH, Calif.-(BUSINESS WIRE)-April 3, 2013-Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of semiconductor solutions for network infrastructure applications, today updated its revenue outlook for the fiscal second quarter of 2013 previously provided on January 28, 2013. For the fiscal second quarter, en

April 3, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - MINDSPEED TECHNOLOGIES, INC. 8-K

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): April 3, 2013 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Organi

March 13, 2013 8-K

Entry into a Material Definitive Agreement - FORM 8-K

Form 8-K 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): March 8, 2013 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation

February 27, 2013 S-8

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on February 27, 2013.

February 27, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 26, 2013 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporat

February 27, 2013 EX-10.1

MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT

EX-10.1 Exhibit 10.1 MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Mindspeed Technologies, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Performance Share Grant (the “Notice of Grant”) and Terms and Conditions of Performance Share Grant, attache

February 19, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K 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 12, 2013 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporat

February 14, 2013 SC 13G/A

MSPD / Mindspeed Technologies, Inc / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Mindspeed Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 602682106 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 14, 2013 SC 13G/A

MSPD / Mindspeed Technologies, Inc / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Mindspeed Technologies, Inc. (Name of Issuer) Common Stock and Convertible Bonds (Title of Class of Securities) 602682106 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

February 14, 2013 SC 13G/A

MSPD / Mindspeed Technologies, Inc / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mindspeed Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 602682205 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 12, 2013 SC 13G/A

MSPD / Mindspeed Technologies, Inc / FEDERATED HERMES, INC. Passive Investment

SC 13G/A 1 form.htm OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response . . . . . . 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* MINDSPEED TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 602682205 (CUSIP Number

February 12, 2013 EX-10.1

MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN

EX-10.1 Exhibit 10.1 MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of the Plan are: (a) to attract and retain the best available personnel; (b) to provide incentives to individuals who perform services to the Company; (c) to align the interests of such individuals with the interests of the Company’s stockholders; and (d) to promote the success of the

February 12, 2013 EX-10.2

MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT

EX-10.2 Exhibit 10.2 MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Mindspeed Technologies, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exh

February 12, 2013 EX-10.5

MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

EX-10.5 Exhibit 10.5 MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Mindspeed Technologies, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Gr

February 12, 2013 EX-10.4

MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR NON-U.S. SERVICE PROVIDERS

EX-10.4 Exhibit 10.4 MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR NON-U.S. SERVICE PROVIDERS Unless otherwise defined herein, the terms defined in the Mindspeed Technologies, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Restricted Stock Grant (the “Notice of Grant”) for Non-U.S. Service Providers,

February 12, 2013 EX-10.6

MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-U.S. SERVICE PROVIDERS

EX-10.6 Exhibit 10.6 MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-U.S. SERVICE PROVIDERS Unless otherwise defined herein, the terms defined in the Mindspeed Technologies, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Restricted Stock Unit Grant (the “Notice of Grant”) for Non-U.S. Service

February 12, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 12, 2013 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporat

February 12, 2013 EX-10.3

MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

EX-10.3 Exhibit 10.3 MINDSPEED TECHNOLOGIES, INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Mindspeed Technologies, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Restricted Stock Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Grant, attached h

February 6, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 6, 2013 EX-10.1

MINDSPEED TECHNOLOGIES, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

EX10.1 EXHIBIT 10.1 MINDSPEED TECHNOLOGIES, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the Employee Stock Purchase Plan of Mindspeed Technologies, Inc. 1. Purpose. The purpose of the Plan (as defined below) is to provide Employees (as defined below) of the Company (as defined below) and its Designated Parents (as defined below) or Subsidiaries

January 31, 2013 DEFA14A

- SCHEDULE 14A

Schedule 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

January 28, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - MINDSPEED TECHNOLOGIES, INC. 8-K

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): January 28, 2013 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Org

January 28, 2013 EX-99.1

Mindspeed Reports Fiscal First Quarter 2013 Results

Exhibit 99.1 Mindspeed Reports Fiscal First Quarter 2013 Results Achieves non-GAAP operating and net profitability Product revenue at high end of guidance range, reaching $38.4 million 4G/ LTE small cells using Mindspeed SoCs deployed in December quarter in Korea NEWPORT BEACH, Calif.-(BUSINESS WIRE)-January 28, 2013-Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of semiconductor

January 25, 2013 DEFA14A

- ADDITIONAL PROXY MATERIALS

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

January 22, 2013 DEFA14A

- SCHEDULE 14A

SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

January 14, 2013 DEFA14A

- SCHEDULE 14A REMINDER LETTER

Schedule 14A Reminder letter SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

January 3, 2013 DEFA14A

- DEFINITIVE ADDITIONAL MATERIAL

DEFA14A 1 d446387ddefa14a.htm DEFINITIVE ADDITIONAL MATERIAL SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi

January 3, 2013 DEF 14A

- DEFINITIVE PROXY STATEMENT

Table of Contents SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

December 14, 2012 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 28, 2012 Commission file numb

Form 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 28, 2012 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 01-0616769 (State of incorporat

December 12, 2012 EX-12.1

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Statement re: Computation of Ratios EXHIBIT 12.1 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated. Sept. 28, 2012 Sept. 30, 2011 Oct. 1, 2010 Oct. 2, 2009 Oct. 3, 2008 (in thousands, except ratio amounts) Earnings: (Loss)/income before income taxes $ (32,392 ) $ (514 ) $ 21,4

December 12, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 28, 2012 Commission file number: 001-31650 MIND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 28, 2012 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 01-0616769 (State of incorporation) (I.R.S. Employer Identifi

December 12, 2012 EX-10.12

Najabat H. Bajwa Raouf Y. Halim Gerald J. Hamilton Allison K. Musetich Brandi R. Steege

Schedule identifying parties to and terms of agreements Exhibit 10.12 Mindspeed Technologies, Inc. (the “Company”) has entered into an agreement with each of the following persons, which is substantially identical, except as set forth below, to the form of Employment Agreement filed as Exhibit 10.11 to this Annual Report on Form 10-K: Najabat H. Bajwa Raouf Y. Halim Gerald J. Hamilton Allison K. M

December 12, 2012 EX-21

SUBSIDIARIES OF MINDSPEED TECHNOLOGIES, INC. Subsidiary State or Other Jurisdiction of Incorporation or Organization Maker Communications, Inc. Delaware Mindspeed Technologies S.A.S. France Mindspeed Technologies U.K., Limited United Kingdom

List of subsidiaries of the Registrant EXHIBIT 21 SUBSIDIARIES OF MINDSPEED TECHNOLOGIES, INC. Subsidiary State or Other Jurisdiction of Incorporation or Organization Maker Communications, Inc. Delaware Mindspeed Technologies S.A.S. France Mindspeed Technologies U.K., Limited United Kingdom

December 12, 2012 EX-24

POWER OF ATTORNEY

Power of attorney, authorizing certain persons to sign this Annual Report EXHIBIT 24 POWER OF ATTORNEY I, the undersigned Director and/or Officer of Mindspeed Technologies, Inc.

November 19, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

8-K 1 d441813d8k.htm FORM 8-K 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): November 13, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Juris

November 5, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - MINDSPEED TECHNOLOGIES, INC. 8-K

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): November 5, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Org

November 5, 2012 EX-99.1

Mindspeed Reports Fiscal Fourth Quarter 2012 Results

Exhibit 99.1 Mindspeed Reports Fiscal Fourth Quarter 2012 Results Revenue exceeds revised guidance, reaching $36.3 million First commercial deployment of LTE small cells using Mindspeed SoCs set to deploy this December quarter in Korea Restructuring plans on track to accelerate profitability NEWPORT BEACH, Calif.-(BUSINESS WIRE)-November 5, 2012-Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leadi

August 9, 2012 EX-4.1

AMENDMENT NO. 1 SECTION 382 RIGHTS AGREEMENT by and between MINDSPEED TECHNOLOGIES, INC. COMPUTERSHARE SHAREOWNERS SERVICES LLC (AS SUCCESSOR TO MELLON INVESTOR SERVICES LLC) as Rights Agent Dated as of August 9, 2012

Amendment No. 1 dated as of August 9, 2012 Exhibit 4.1 AMENDMENT NO. 1 to SECTION 382 RIGHTS AGREEMENT by and between MINDSPEED TECHNOLOGIES, INC. and COMPUTERSHARE SHAREOWNERS SERVICES LLC (AS SUCCESSOR TO MELLON INVESTOR SERVICES LLC) as Rights Agent Dated as of August 9, 2012 This Amendment No. 1 (the “Amendment”) dated as of August 9, 2012, to the Section 382 Rights Agreement, dated as of Augu

August 9, 2012 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): August 9, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation

August 9, 2012 8-A12B/A

- FORM 8-A

Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 01-0616769 (State of Incorporation or Organization (I.R.S. Employer Identif

August 8, 2012 EX-10.4

MINDSPEED TECHNOLOGIES, INC. INDUCEMENT INCENTIVE PLAN STOCK OPTION TERMS AND CONDITIONS FOR INTERNATIONAL EMPLOYEES

EX-10.4 Exhibit 10.4 MINDSPEED TECHNOLOGIES, INC. INDUCEMENT INCENTIVE PLAN STOCK OPTION TERMS AND CONDITIONS FOR INTERNATIONAL EMPLOYEES 1. Definitions Capitalized terms used and not defined herein shall have the respective meanings assigned to such terms in the Plan (as defined below). As used in these Stock Option Terms and Conditions, the following words and phrases shall have the respective m

August 8, 2012 EX-10.5

[First Name, Last Name]

EX-10.5 Exhibit 10.5 [Date] [First Name, Last Name] [Address] City, State, Zip Global ID Number: XXX-XX-[Last 4 digits] Dear [First Name]: We are pleased to notify you that the Board of Directors of Mindspeed Technologies, Inc. (the “Company”) has granted you the following Stock Option Award. Grant Date Granted from Mindspeed Plan Option Type Option Price Number of Options [Date] Inducement Incent

August 8, 2012 EX-10.2

FIRST AMENDMENT LOAN AND SECURITY AGREEMENT

Exhibit 10.2 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT to Loan and Security Agreement (this ?Amendment?) is entered into this 11th day of June, 2012 by and between Silicon Valley Bank (?Bank?) and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (?Borrower?) whose address is 4000 Macarthur Blvd., East Tower, Newport Beach, CA 92660. RECITALS A. Bank and Borrower have

August 8, 2012 EX-10.1

THIRD AMENDMENT TO LEASE

EX-10.1 EXHIBIT 10.1 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (“Amendment”) is made and entered into as of the 4th day of April, 2012, by and between EO MACARTHUR LLC, a Delaware limited liability company (“Landlord”), and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (“Tenant”). R E C I T A L S : A. 4000 MacArthur, L.P., a Delaware limited partnership (“Original Landlord”), a

August 8, 2012 EX-1.1

Mindspeed Technologies, Inc., 6.75% Convertible Senior Notes due 2017 PURCHASE AGREEMENT

EX-1.1 Exhibit 1.1 Mindspeed Technologies, Inc., $32,000,000 6.75% Convertible Senior Notes due 2017 PURCHASE AGREEMENT June 12, 2012 Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 Ladies and Gentlemen: Mindspeed Technologies, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with you (the “Initial Purchaser”), as set forth below. 1. The Tr

August 8, 2012 EX-4.11

MINDSPEED TECHNOLOGIES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.75% CONVERTIBLE SENIOR NOTES DUE 2017 DATED AS OF JUNE 19, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE TABLE OF CONTENTS Page Article I. DEFINITIONS AND INCORPORATION

EX-4.11 Exhibit 4.11 Execution Version MINDSPEED TECHNOLOGIES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.75% CONVERTIBLE SENIOR NOTES DUE 2017 INDENTURE DATED AS OF JUNE 19, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE TABLE OF CONTENTS Page Article I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Rules of Construction 16 Section 1.03 Acts of

August 8, 2012 EX-10.3

MINDSPEED TECHNOLOGIES, INC. INDUCEMENT INCENTIVE PLAN AWARD AGREEMENT FOR U.S. EMPLOYEES STOCK OPTION TERMS AND CONDITIONS

EX-10.3 Exhibit 10.3 MINDSPEED TECHNOLOGIES, INC. INDUCEMENT INCENTIVE PLAN AWARD AGREEMENT FOR U.S. EMPLOYEES STOCK OPTION TERMS AND CONDITIONS 1. Definitions Capitalized terms used and not defined herein shall have the respective meanings assigned to such terms in the Plan. As used in these Stock Option Terms and Conditions, the following words and phrases shall have the respective meanings ascr

August 8, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES, INC. (Exact n

August 7, 2012 S-8

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on August 7, 2012. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mindspeed Technologies, Inc. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 01-0616769 (State or Other Jurisdiction of Incorporation

July 24, 2012 8-K

Costs Associated with Exit or Disposal Activities - FORM 8-K

Form 8-K 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): July 20, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation

July 23, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - MINDSPEED TECHNOLOGIES, INC. 8-K

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): July 23, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Organi

July 23, 2012 EX-99.1

Mindspeed Reports Fiscal Third Quarter 2012 Results

EX-99.1 2 a50350395ex991.htm EXHIBIT 99.1 Exhibit 99.1 Mindspeed Reports Fiscal Third Quarter 2012 Results Grows Wireless Revenue to 11% of Quarterly Revenue Recorded 3 New LTE Small Cell Basestation Design Engagements, including a New Major European OEM Begins Search to Add Independent Director from Wireless Telecommunications Service Provider Industry Announces a Significant Restructuring to Acc

June 29, 2012 EX-10.3

LOAN AND SECURITY AGREEMENT

LOAN AND SECURITY AGREEMENT Exhibit 10.3 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 6, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The p

June 29, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES, INC. (Exac

June 27, 2012 11-K

- FORM 11-K

Form 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 22, 2012 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

Form 8-K 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): June 19, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation

June 12, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): June 12, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation

June 12, 2012 EX-99.1

MINDSPEED ANNOUNCES PRICING OF CONVERTIBLE SENIOR NOTES OFFERING

Press release of Mindspeed Technologies, Inc., dated June 12, 2012 Exhibit 99.1 MINDSPEED ANNOUNCES PRICING OF CONVERTIBLE SENIOR NOTES OFFERING NEWPORT BEACH, Calif., June 12, 2012 – Mindspeed Technologies, Inc., (NASDAQ: MSPD) today announced the pricing of an offering of $32.0 million aggregate principal amount of its 6.75% convertible senior notes due 2017 (the “Notes”). The Notes are being of

June 4, 2012 EX-99.1

PICOCHIP, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Auditor F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’

Audited Financial Statements of PicoChip Inc Exhibit 99.1 PICOCHIP, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Auditor F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit F-5 Consolidated Statements of Cash Flows F-6 Notes to the Consolidated Financial St

June 4, 2012 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d360048d8k.htm FORM 8-K 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): June 1, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdicti

May 14, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K 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): May 10, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation o

May 8, 2012 EX-10.6

MINDSPEED TECHNOLOGIES, INC. INDUCEMENT INCENTIVE PLAN AWARD AGREEMENT RESTRICTED STOCK TERMS AND CONDITIONS

Restricted Stock Terms and Conditions Exhibit 10.6 MINDSPEED TECHNOLOGIES, INC. INDUCEMENT INCENTIVE PLAN AWARD AGREEMENT RESTRICTED STOCK TERMS AND CONDITIONS In accordance with a determination of the Board of Directors of Mindspeed Technologies, Inc., you have been awarded Restricted Stock pursuant to the Company’s Inducement Incentive Plan (the “Plan”). Capitalized terms used herein but not oth

May 8, 2012 EX-10.8

MINDSPEED TECHNOLOGIES, INC. INDUCEMENT INCENTIVE PLAN RESTRICTED STOCK TERMS AND CONDITIONS FOR INTERNATIONAL EMPLOYEES

Restricted Stock Terms and Conditions for International Employees Exhibit 10.8 MINDSPEED TECHNOLOGIES, INC. INDUCEMENT INCENTIVE PLAN RESTRICTED STOCK TERMS AND CONDITIONS FOR INTERNATIONAL EMPLOYEES In accordance with a determination of the Board of Directors of Mindspeed Technologies, Inc., you have been awarded Restricted Stock subject to the terms and conditions of the Company’s Inducement Inc

May 8, 2012 EX-10.7

Global ID Number: XXX-XX-[XXX]

Form of Restricted Stock Award Exhibit 10.7 [Date] [Name] Global ID Number: XXX-XX-[XXX] Dear [Name]: Effective [Date], the Board of Directors of Mindspeed Technologies, Inc. (the “Company”) awarded you the following Restricted Stock at a grant value of $X.XX per share upon the terms set forth below: Type of Grant: Restricted Stock Number of Shares: [# of shares] Vesting Schedule: Vesting schedule

May 8, 2012 EX-10.9

Global ID Number: XXX-XX-[XXX]

Form of Restricted Stock United Kingdom Award Exhibit 10.9 Date [Name] Global ID Number: XXX-XX-[XXX] Dear [First Name]: Effective [Date], the Board of Directors of Mindspeed Technologies, Inc. (the “Company”) awarded you the following Restricted Stock at a grant value of $X,XX per share upon the terms set forth below: Type of Grant: Restricted Stock Number of Shares: [# of Shares] Vesting Schedul

May 8, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES, INC. (Exact

May 8, 2012 EX-2.1

AGREEMENT AND PLAN OF MERGER By and Among Mindspeed Technologies, Inc. (a Delaware corporation); Platinum Acquisition (UK) Limited (a private company limited by shares and registered in England and Wales); Platinum Acquisition Corporation (a Delaware

Agreement and Plan of Merger Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among Mindspeed Technologies, Inc. (a Delaware corporation); Platinum Acquisition (UK) Limited (a private company limited by shares and registered in England and Wales); Platinum Acquisition Corporation (a Delaware corporation); picoChip Inc. (a Delaware corporation); Picochip Ltd. (a private company limited by shares and

May 8, 2012 EX-10.4

ESCROW AGREEMENT

Exhibit 10.4 Execution Version ESCROW AGREEMENT ESCROW AGREEMENT (the “Escrow Agreement”), dated as of February 6, 2012, among Mindspeed Technologies, Inc., a Delaware corporation (“Parent”), Platinum Acquisition (UK) Limited, a private company limited by shares registered in England and Wales and a wholly-owned subsidiary of Parent (“UK Acquiror”), Shareholder Representative Services LLC, a Color

May 8, 2012 EX-10.3

LOAN AND SECURITY AGREEMENT

Loan and Security Agreement Exhibit 10.3 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 6, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The p

May 8, 2012 EX-10.2

VOTING AGREEMENT

Voting Agreement Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2012, by and among Mindspeed Technologies, Inc., a Delaware corporation (“Parent”), picoChip Inc., a Delaware corporation (the “Company”), and the stockholders of the Company named on the signature pages hereto (collectively, “Stockholders” and each, a “Stockholder”). R

May 8, 2012 EX-4.10

MINDSPEED TECHNOLOGIES, INC. DECLARATION OF REGISTRATION RIGHTS

Declaration of Registration Rights Exhibit 4.10 MINDSPEED TECHNOLOGIES, INC. DECLARATION OF REGISTRATION RIGHTS This Declaration of Registration Rights (this “Declaration”) is provided by Mindspeed Technologies, Inc., a Delaware corporation (the “Parent”) on February 6, 2012, in connection with the Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 5, 2012 by and among the P

May 7, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - MINDSPEED TECHNOLOGIES, INC. 8K

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): May 7, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Organiza

May 7, 2012 EX-99.1

Mindspeed Reports Fiscal Second Quarter 2012 Results Second Quarter Net Revenue Up 4.2% Sequentially Continued Success in Wireless Initiative; Mindspeed Now Supporting 25 4G/LTE Engagements for Transcede®, 6 TD-SCDMA Engagements and over 60 3G/HSPA E

Exhibit 99.1 Mindspeed Reports Fiscal Second Quarter 2012 Results Second Quarter Net Revenue Up 4.2% Sequentially Continued Success in Wireless Initiative; Mindspeed Now Supporting 25 4G/LTE Engagements for Transcede®, 6 TD-SCDMA Engagements and over 60 3G/HSPA Engagements Worldwide NEWPORT BEACH, Calif.-(BUSINESS WIRE)-May 7, 2012-Mindspeed Technologies, Inc. (NASDAQ:MSPD), a leading supplier of

April 18, 2012 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 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 6, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of In

April 18, 2012 EX-99.1

PICOCHIP, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Auditor F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’

Audited Financial Statements Table of Contents Exhibit 99.1 PICOCHIP, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Auditor F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit F-5 Consolidated Statements of Cash Flows F-6 Notes to the Consolidated Financial

April 18, 2012 EX-99.2

MINDSPEED TECHNOLOGIES, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Unaudited Pro Forma Financial Information Exhibit 99.2 MINDSPEED TECHNOLOGIES, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On February 6, 2012, Mindspeed Technologies, Inc. (Mindspeed or the Company) completed the acquisition of picoChip Inc. and its wholly owned subsidiaries (collectively, picoChip). Pursuant to the terms of the acquisition agreement, all of picoChip’s outstanding shar

April 16, 2012 8-K

Entry into a Material Definitive Agreement - FORM 8-K

FORM 8-K 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): April 10, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation

April 5, 2012 S-8

- FORM S-8

FORM S-8 As filed with the Securities and Exchange Commission on April 5, 2012. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mindspeed Technologies, Inc. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 01-0616769 (State or Other Jurisdiction of Incorporation o

April 5, 2012 S-8

- FORM S-8

FORM S-8 As filed with the Securities and Exchange Commission on April 5, 2012. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mindspeed Technologies, Inc. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 01-0616769 (State or Other Jurisdiction of Incorporation o

April 5, 2012 EX-4.10

MINDSPEED TECHNOLOGIES, INC. INDUCEMENT INCENTIVE PLAN

EXHIBIT 4.10 MINDSPEED TECHNOLOGIES, INC. INDUCEMENT INCENTIVE PLAN Section 1: Purpose The purpose of the Mindspeed Technologies, Inc. Inducement Incentive Plan (the “Plan”) is to provide a material inducement for the best available employees to join the Company and its Subsidiaries; to attract and retain such employees; and to align the interests of such persons with the interests of the Company’

April 4, 2012 8-K

Costs Associated with Exit or Disposal Activities - FORM 8-K

Form 8-K 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): March 29, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation

February 14, 2012 SC 13G/A

MSPD / Mindspeed Technologies, Inc / ARTIS CAPITAL MANAGEMENT, L.P. - SC 13G/A AMENDMENT NO. 1 FOR ARTIS CAPITAL MANAGEMENT, L.P. - MINDSPEED TECHNOLOGIES Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Mindspeed Technologies, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 602682205 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 14, 2012 SC 13G

MSPD / Mindspeed Technologies, Inc / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mindspeed Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 602682205 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 10, 2012 SC 13D/A

MSPD / Mindspeed Technologies, Inc / KOPP INVESTMENT ADVISORS LLC Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MINDSPEED TECHNOLOGIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 602682205 (CUSIP Number) John P. Flakne Kopp Investment Advisors, LLC 8400 Normandale Lake Boulevard, Suite 1450 Bloomington, MN 55437 (952) 841-0400 Copy to: Christopher M. Cahl

February 9, 2012 SC 13G/A

MSPD / Mindspeed Technologies, Inc / FEDERATED HERMES, INC. Passive Investment

OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response .

February 8, 2012 SC 13G/A

MSPD / Mindspeed Technologies, Inc / AQR Absolute Return Master Account L.P. - AQR ABSOLUTE RETURN MASTER ACCOUNT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Mindspeed Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 602682106 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 8, 2012 SC 13G/A

MSPD / Mindspeed Technologies, Inc / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Mindspeed Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 602682106 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 7, 2012 EX-99.1

MINDSPEED TECHNOLOGIES COMPLETES ACQUISITION OF PICOCHIP Acquisition Creates the Clear Leader in Small Cell Wireless Technology for Next Generation Mobile Broadband Communications Combined Company to Showcase Expanded Product Line at Mobile World Con

Press Release Exhibit 99.1 MINDSPEED TECHNOLOGIES COMPLETES ACQUISITION OF PICOCHIP Acquisition Creates the Clear Leader in Small Cell Wireless Technology for Next Generation Mobile Broadband Communications Combined Company to Showcase Expanded Product Line at Mobile World Congress in Barcelona NEWPORT BEACH, Calif., Feb. 7, 2012—Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of s

February 7, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets - FORM 8-K

Form 8-K 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 6, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporati

February 7, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES, INC. (Exa

February 6, 2012 EX-10.1

MINDSPEED TECHNOLOGIES, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

Employee Stock Purchase Agreement Exhibit 10.1 MINDSPEED TECHNOLOGIES, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the Employee Stock Purchase Plan of Mindspeed Technologies, Inc. 1. Purpose. The purpose of the Plan (as defined below) is to provide Employees (as defined below) of the Company (as defined below) and its Designated Parents (as def

February 6, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K 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): January 31, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporati

January 30, 2012 EX-99.1

Mindspeed Reports Fiscal First Quarter 2012 Results Company Expects to Close Picochip Acquisition in February 2012 Company Anticipates Revenue Growth for Fiscal Second Quarter 2012

Exhibit 99.1 Mindspeed Reports Fiscal First Quarter 2012 Results Company Expects to Close Picochip Acquisition in February 2012 Company Anticipates Revenue Growth for Fiscal Second Quarter 2012 NEWPORT BEACH, Calif.-(BUSINESS WIRE)-January 30, 2012-Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of semiconductor solutions for network infrastructure applications, today reported resu

January 30, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - MINDSPEED TECHNOLOGIES, INC. 8-K

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): January 30, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Org

January 11, 2012 EX-99.1

MINDSPEED TECHNOLOGIES TO ACQUIRE PICOCHIP Combination to Create the Clear Leader in Small Cell Wireless Technology for Next Generation Mobile Broadband Communications Transaction Expected to be Accretive to Non-GAAP Earnings per Share in the Second

Press Release Exhibit 99.1 MINDSPEED TECHNOLOGIES TO ACQUIRE PICOCHIP Combination to Create the Clear Leader in Small Cell Wireless Technology for Next Generation Mobile Broadband Communications Transaction Expected to be Accretive to Non-GAAP Earnings per Share in the Second Half of Calendar Year 2012 NEWPORT BEACH, Calif., January 5, 2012 – Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading

January 11, 2012 8-K

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): January 5, 2012 MINDSPEED TECHNOL

Form 8-K 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): January 5, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporatio

January 5, 2012 EX-99.1

Mindspeed Announces Preliminary Fiscal First Quarter 2012 Results

Press release Exhibit 99.1 Contact: Press Relations Contact: Carolyn Fromm Magnet PR Group 949.651.9539 [email protected] Investor Relations Contact: Andrea D. Williams Mindspeed Technologies, Inc. (949) 579-3111 Mindspeed Announces Preliminary Fiscal First Quarter 2012 Results NEWPORT BEACH, Calif., January 5, 2012 (BUSINESS WIRE) — Mindspeed Technologies, Inc. (NASDAQ:MSPD), a leading su

January 5, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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): January 5, 2012 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporatio

December 21, 2011 DEFA14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Notice and Access SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

December 21, 2011 DEF 14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Definitive Proxy Statement Table of Contents SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

November 18, 2011 EX-12.1

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Statement re: Computation of Ratios EXHIBIT 12.1 STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated. Sept. 30, 2011 Oct. 1, 2010 Oct. 2, 2009 Oct. 3, 2008 Sept. 28, 2007 (in thousands, except ratio amounts) Earnings: (Loss)/income before income taxes $ (514 ) $ 21,476 $ (24,632

November 18, 2011 EX-10.11

Najabat H. Bajwa Raouf Y. Halim Gerald J. Hamilton Thomas J. Medrek

Schedule identifying parties to and terms of agreements with the Registrant Exhibit 10.

November 18, 2011 EX-24

POWER OF ATTORNEY

Power of attorney EXHIBIT 24 POWER OF ATTORNEY I, the undersigned Director and/or Officer of Mindspeed Technologies, Inc.

November 18, 2011 EX-21

SUBSIDIARIES OF MINDSPEED TECHNOLOGIES, INC. Subsidiary State or Other Jurisdiction of Incorporation or Organization Maker Communications, Inc. Delaware Mindspeed Technologies S.A.S. France Mindspeed Technologies (K.K.) Japan Mindspeed Technologies U

List of subsidiaries of the Registrant EXHIBIT 21 SUBSIDIARIES OF MINDSPEED TECHNOLOGIES, INC. Subsidiary State or Other Jurisdiction of Incorporation or Organization Maker Communications, Inc. Delaware Mindspeed Technologies S.A.S. France Mindspeed Technologies (K.K.) Japan Mindspeed Technologies Ukraine, LLC Ukraine

November 18, 2011 EX-10.13

Stephen N. Ananias Allison K. Garcia Brandi R. Steege

Schedule identifying parties to and terms of agreements with the Registrant Exhibit 10.13 Mindspeed Technologies, Inc. (the “Company”) has entered into an agreement with each of the following persons, which is substantially identical to the form of Employment Agreement filed as Exhibit 10.12 to this Annual Report on Form 10-K: Stephen N. Ananias Allison K. Garcia Brandi R. Steege

November 18, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2011 Commission file number: 001-31650 MIND

Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2011 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 01-0616769 (State of incorporation) (I.R.S. Employe

November 3, 2011 S-8

As filed with the Securities and Exchange Commission on November 2, 2011.

As filed with the Securities and Exchange Commission on November 2, 2011. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mindspeed Technologies, Inc. (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 4

November 1, 2011 EX-99.1

Mindspeed Reports Fiscal Fourth Quarter 2011 Results Company Receives First Pre-Production Orders for Transcede Portfolio of 4G/LTE Wireless Infrastructure Solutions

Exhibit 99.1 Mindspeed Reports Fiscal Fourth Quarter 2011 Results Company Receives First Pre-Production Orders for Transcede Portfolio of 4G/LTE Wireless Infrastructure Solutions NEWPORT BEACH, Calif.-(BUSINESS WIRE)-November 1, 2011-Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of semiconductor solutions for network infrastructure applications, today reported results for its fis

November 1, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 1, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Org

October 24, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 20, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Org

October 21, 2011 SC 13D

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MINDSPEED TECHNOLOGIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 602682205 (CUSIP Number) John

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MINDSPEED TECHNOLOGIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 602682205 (CUSIP Number) John P. Flakne Kopp Investment Advisors, LLC 8400 Normandale Lake Boulevard, Suite 1450 Bloomington, MN 55437 (952) 841-0400 Copy to: Christopher M. Cahla

October 17, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 11, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Org

October 5, 2011 EX-99.1

Mindspeed Announces Preliminary Fiscal Fourth Quarter 2011 Results

Exhibit 99.1 Mindspeed Announces Preliminary Fiscal Fourth Quarter 2011 Results Newport Beach, Calif., October 4, 2011 (BUSINESS WIRE) – Mindspeed Technologies, Inc. (NASDAQ: MSPD), today announced preliminary results for the fiscal fourth quarter of 2011, which ended on September 30, 2011. The company expects preliminary fiscal fourth quarter of 2011 revenue to be approximately $40.5 million. The

October 5, 2011 8-K

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): October 4, 2011 MINDSPEED TECHNOL

Form 8-K 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): October 4, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporatio

August 23, 2011 EX-99.1

Mindspeed Announces Departure of Senior Vice President and General Manager, High-Performance Analog, Kurt F. Busch Company Appoints Seasoned Mindspeed Executive Najabat H. (Hasnain) Bajwa as Senior Vice President and General Manager, High-Performance

exv99w1 Exhibit 99.1 Mindspeed Announces Departure of Senior Vice President and General Manager, High-Performance Analog, Kurt F. Busch Company Appoints Seasoned Mindspeed Executive Najabat H. (Hasnain) Bajwa as Senior Vice President and General Manager, High-Performance Analog NEWPORT BEACH, Calif., August 23, 2011 — Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of semiconductor

August 23, 2011 8-K

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): August 17, 2011 MINDSPEED TECHNOL

e8vk 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): August 17, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or

August 22, 2011 8-K

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): August 18, 2011 MINDSPEED TECHNOL

e8vk 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): August 18, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 001-31

August 12, 2011 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 5, 2011 MINDSPEED T

e8vkza UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 5, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of (Commiss

August 8, 2011 EX-10.4

CONFIDENTIAL SEVERANCE AND GENERAL RELEASE AGREEMENT

exv10w4 EXHIBIT 10.4 Confidential Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. CONFIDENTIAL SEVERANCE AND GENERAL RELEASE AGREEMENT THIS CONFIDENT

August 8, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES, INC. (Exact na

August 8, 2011 EX-10.6

Dwight W. Decker Robert J. Conrad Raouf Y. Halim Michael T. Hayashi Ming Louie Thomas A. Madden Jerre L. Stead Najabat H. Bajwa Kurt F. Busch Jing Cao Allison K. Garcia Gerald J. Hamilton Thomas J. Medrek Brandi R. Steege

exv10w6 EXHIBIT 10.6 Mindspeed Technologies, Inc. (the “Company”) has entered into an agreement with the following persons, which is substantially identical to the form of of Indemnification Agreement, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 27, 2011: Dwight W. Decker Robert J. Conrad Raouf Y. Halim Michael T. Hayashi Ming Louie Thomas A. Madden Jerre L. Stea

August 8, 2011 EX-10.7

Summary of Senior Vice President, Worldwide Sales, Cash Bonus Arrangement

exv10w7 EXHIBIT 10.7 Summary of Senior Vice President, Worldwide Sales, Cash Bonus Arrangement The following is a summary of the terms of the cash bonus arrangement between Mindspeed Technologies, Inc. (the “Company”) and Gerald J. Hamilton, Senior Vice President, Worldwide Sales. Mr. Hamilton is eligible to receive a cash bonus based on his level of achievement of his weighted goals previously es

August 8, 2011 EX-10.8

TERMINATION AGREEMENT

exv10w8 EXHIBIT 10.8 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”) is entered into as of the last date set forth on the signature page, and is made effective as of May 6, 2011 (the “Effective Date”), by and between Mindspeed Technologies, Inc., a Delaware corporation, located at 4000 MacArthur Boulevard, East Tower, Newport Beach, CA 92660 (“Company”) and Bret W. Johnsen (“Em

August 8, 2011 EX-10.5

Allison K. Garcia Kristen M. Schmidt Brandi R. Steege

exv10w5 EXHIBIT 10.5 Mindspeed Technologies, Inc. (the “Company”) has entered into an agreement with the following persons, which is substantially identical to the form of Employment Agreement filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2009: Allison K. Garcia Kristen M. Schmidt Brandi R. Steege

August 2, 2011 8-K

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): July 28, 2011 MINDSPEED TECHNOLOG

e8vk 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): July 28, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or O

July 25, 2011 8-K

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): Jul

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): July 25, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Organi

July 25, 2011 EX-99.1

Mindspeed Reports Fiscal Third Quarter 2011 Results Third Quarter Product Revenue Up 10% Sequentially Driven by Strength in Optical Infrastructure

Exhibit 99.1 Mindspeed Reports Fiscal Third Quarter 2011 Results Third Quarter Product Revenue Up 10% Sequentially Driven by Strength in Optical Infrastructure NEWPORT BEACH, Calif.-(BUSINESS WIRE)-July 25, 2011-Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of semiconductor solutions for network infrastructure applications, today reported results for its fiscal third quarter of 2

June 27, 2011 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO SE

e11vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 15 (d)

May 27, 2011 EX-10.1

INDEMNIFICATION AGREEMENT

exv10w1 Exhibit 10.1 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 201 (the “Effective Date”) by and between Mindspeed Technologies, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”). WHEREAS, the Company believes it is essential to retain and attract qualified directors and officers; WHEREAS, the Indemnite

May 27, 2011 EX-3.1

AMENDED AND RESTATED BYLAWS OF MINDSPEED TECHNOLOGIES, INC. EFFECTIVE MAY 24, 2011 ARTICLE I. OFFICES

exv3w1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF MINDSPEED TECHNOLOGIES, INC. EFFECTIVE MAY 24, 2011 ARTICLE I. OFFICES SECTION 1. Registered Office in Delaware; Resident Agent. The address of the Corporation’s registered office in the State of Delaware and the name and address of its resident agent in charge thereof are as filed with the Secretary of State of the State of Delaware. SECTION 2. Ot

May 27, 2011 8-K

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): May 24, 2011 MINDSPEED TECHNOLOGI

e8vk 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): May 24, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of (Commission File Nu

May 19, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Table of Contents 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): May 16, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorp

May 19, 2011 EX-10.1

MINDSPEED TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENT

exv10w1 Exhibit 10.1 MINDSPEED TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT, dated as of May 6, 2011 by and between MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (the “Corporation”), and Kristen M. Schmidt, an officer of the Corporation (“Indemnitee”). RECITALS WHEREAS, the Corporation desires to attract and retain the services of highly qualified individuals to se

May 6, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31650 MINDSPEED TECHNOLOGIES, INC. (Exact n

May 6, 2011 EX-10.3

SECOND AMENDMENT TO LEASE

exv10w3 EXHIBIT 10.3 SECOND AMENDMENT TO LEASE This SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of January 25, 2011 between 4000 MACARTHUR, L.P., a Delaware limited partnership (“Landlord”), and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation (“Tenant”). R E C I T A L S : A. Landlord and Tenant have entered into that certain Lease dated as of March 23, 2010 (the “Office Le

April 25, 2011 8-K

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): Apr

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): April 25, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31650 01-0616769 (State or Other Jurisdiction of Incorporation or Organ

April 25, 2011 EX-99.1

Mindspeed Reports Fiscal Second Quarter 2011 Results Company Guides Third Quarter Product Revenue Up 7% to 11% Sequentially due to Strength in Optical Infrastructure

Exhibit 99.1 Mindspeed Reports Fiscal Second Quarter 2011 Results Company Guides Third Quarter Product Revenue Up 7% to 11% Sequentially due to Strength in Optical Infrastructure NEWPORT BEACH, Calif.-(BUSINESS WIRE)-April 25, 2011-Mindspeed Technologies, Inc. (NASDAQ: MSPD), a leading supplier of semiconductor solutions for network infrastructure applications, today reported results for its fisca

April 19, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 13, 2011 MINDSPEED TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 001-31650 (C

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