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 128, 2007 ~~(January 26, 2007)~~

SigmaTel, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-50391

74-2691412

(State or other jurisdiction

of incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

1601 S. MoPac Expressway

Suite 100

Austin, Texas 78746

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(512) 381-3700

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

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

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

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

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

Item 2 5.02 ~~Results~~Departure of ~~Operation~~Directors ~~and~~or ~~Financial~~Principal ~~Condition.~~Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(c) On February 1 28, 2007, SigmaTel’s ~~issued~~Board aof ~~press~~Directors ~~release~~appointed ~~announcing~~Phillip ~~its~~E. ~~2007~~Pompa ~~fourth~~as ~~quarter~~SigmaTel’s ~~results,~~President and onChief ~~the~~Executive ~~same~~Officer. ~~date~~Mr. ~~held~~Pompa ahas ~~related~~held ~~conference call to discuss~~ these ~~results.~~positions ~~The~~on ~~full~~an ~~text~~interim ofbasis ~~the~~since ~~press~~January ~~release issued in connection with the announcement is attached as Exhibit No. 99.~~1, ~~to this Current Report on Form 8-K~~2007. The press release and conference call contain forward-looking statements regarding SigmaTel and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

~~The~~Mr. Pompa, ~~information~~who inis ~~Item 2.02~~50 years of ~~this~~age, ~~Current~~has ~~Report~~served onas ~~Form~~our ~~8-K,~~Senior Vice ~~and~~President ~~exhibit~~of ~~99.1~~Portable ~~attached~~Systems ~~hereto,~~Group ~~shall~~since ~~not~~April be2006. ~~deemed~~From ~~“filed”~~September ~~for~~2005 ~~purposes~~until ofApril ~~Section~~2006, Mr. 18Pompa ofserved ~~the~~as ~~Securities~~our ~~Exchange~~Senior ~~Act~~Vice President of ~~1934,~~Integrated ~~as amended~~Components ~~(the~~Group. ~~“Exchange~~Prior ~~Act”)~~to then, orMr. Pompa ~~otherwise~~served ~~subject~~as toour ~~the~~Vice ~~liabilities~~President of Integrated ~~that~~Components ~~section,~~Group ~~nor~~from ~~shall~~May it2004 beuntil ~~deemed~~September ~~incorporated~~2005. byFrom ~~reference~~February in2002 ~~any~~until ~~filing~~May ~~under~~2004, ~~the~~Mr. Pompa ~~Securities~~served ~~Act~~as Vice President of ~~1933~~Marketing for Advanced Micro Devices, asInc. ~~amended~~From April 2000 until February 2002, orMr. Pompa co-founded and served as the ~~Exchange~~Vice ~~Act~~President of Marketing at Alchemy Semiconductor, ~~except~~a asfables ~~expressly set~~semiconductor ~~forth~~company. byMr. Pompa ~~specific~~holds ~~reference~~both a Bachelor of Science in ~~such~~Electrical Engineering and a ~~filing.~~Masters in Business Administration from Stanford University.

~~Use~~In connection with his promotion, Mr. Pompa received: (i) a grant of ~~Non~~150,000 options; (ii) a raise in his annual base salary to $311,000; and (iii) an increase in his annual bonus opportunity under SigmaTel’s Incentive Bonus Plan to 85% of his annual base salary. As of the time of filing of this Current Report on Form 8-~~GAAP~~K, ~~Financial~~SigmaTel’s ~~Information~~Board of Directors was still discussing additional severance benefits related to Mr. Pompa’s appointment as President and Chief Executive Officer. We will provide information on any additional employment terms for Mr. Pompa in an amendment to this Current Report on Form 8-K within four business days of when they are approved by SigmaTel’s Board of Directors.

~~SigmaTel~~(e) ~~provides~~On aFebruary ~~non-GAAP~~28, ~~measure of gross profit~~2007, ~~net~~SigmaTel’s ~~income~~Compensation ~~(loss)~~Committee ~~and~~adopted ~~net~~a ~~income~~revised ~~(loss)~~form ~~per~~of ~~share~~Stock inOption ~~its~~Agreement ~~earnings~~under ~~release.~~our ~~The~~2003 ~~presentation~~Equity ofIncentive ~~gross profit,~~Plan ~~net income~~ (~~loss~~the “Plan”) ~~and~~for ~~net~~option ~~income~~grants ~~(loss)~~that ~~per~~it ~~share~~made ~~is intended~~ to beits aexecutive ~~supplemental~~officers ~~measure~~effective ofFebruary ~~performance~~28, ~~and~~2007 ~~excludes:~~ (~~i) a~~the ~~non-cash~~“Executive ~~charge~~Officer ~~related~~Option ~~to impairment of goodwill and other long lived assets; (ii~~Agreement”) a. ~~non~~The ~~-cash~~form ~~charge related to amortization~~ of ~~intangible~~the ~~assets~~Executive ~~from~~Officer ~~acquisitions;~~Option ~~(iii) a~~Agreement ~~non-cash~~is ~~charge~~consistent ~~related~~with toour ~~stock-based~~previous ~~compensation;~~form ~~(iv) a~~of ~~charge~~Stock ~~related~~Option toAgreement ~~accrual~~ for ~~severance~~all ~~payable~~employees, toincluding ~~our~~executive ~~former~~officers, ~~CEO;~~except ~~(v) a~~with ~~gain~~respect onto the ~~sale~~effects of ~~our~~a ~~PC audio~~Change ~~codec~~in ~~product~~Control ~~line;~~ (~~vi) a~~as ~~non-cash~~defined ~~charge~~in ~~related~~the ~~to a tax valuation allowance against our deferred tax asset; (vii~~Plan) a. ~~non-cash~~Under ~~benefit~~the ~~related~~terms ~~to a release~~ of athe ~~tax~~Executive ~~reserve;~~Officer ~~(viii) a~~Option ~~non-cash~~Agreement, ~~net~~in ~~tax benefit associated with~~ the ~~unwinding~~event of ~~SigmaTel’s intellectual property migration strategy; (ix)~~ a ~~non-cash~~Change ~~charge related to the write-off of~~ in ~~process~~Control, ~~R&D~~any ~~from~~unexercisable ~~acquisitions;~~or ~~and~~unvested ~~(x) a~~portions ~~one-time reversal~~ of ~~certain~~the ~~lease~~option ~~abandonment~~held ~~charges~~by ~~previously taken.~~an ~~SigmaTel~~executive ~~believes~~officer ~~that~~whose ~~excluding~~service ~~these~~has ~~items~~not ~~represents~~been aterminated ~~better~~prior ~~basis~~to ~~for~~such ~~the~~date ~~comparison~~shall ofbe ~~its~~immediately ~~current~~exercisable ~~results~~and tovested ~~past,~~in ~~present,~~full ~~and~~as ~~future~~of ~~operating~~the ~~results,~~date ~~and~~ten adays ~~better~~prior ~~means~~ to ~~highlight~~ the ~~results~~date of ~~core~~the ~~ongoing~~Change ~~operations~~in Control. ~~The presentation~~This ofprovision ~~this~~will ~~additional~~only ~~information~~apply isto ~~not~~grants ~~meant~~made to beexecutive ~~considered~~officers inunder ~~isolation~~the orExecutive asOfficer aOption ~~substitute~~Agreement ~~for~~and ~~results~~does ~~prepared~~not inaffect ~~accordance~~past ~~with~~grants ~~GAAP.~~made ~~The~~to ~~non-GAAP~~executive ~~financial~~officers. ~~measures~~Prior ~~included~~to inthis ~~the~~amendment, ~~press~~such ~~release~~acceleration ~~have~~would ~~been~~only ~~reconciled~~occur toin the ~~corresponding~~ ~~GAAP~~event ~~financial~~that ~~measures~~an asacquiring ~~required~~entity ~~under~~does ~~the~~not ~~rules~~assume ofor ~~the~~substitute ~~Securities~~for ~~and Exchange Commission regarding~~ the ~~use~~option ofin ~~non-GAAP financial measures~~full.

~~Item~~The ~~5.02~~foregoing ~~Departure~~description of ~~Directors~~the Executive orOfficer ~~Certain~~Option ~~Officers;~~Agreement ~~Election~~does ofnot ~~Directors;~~purport ~~Appointment~~to ofbe ~~Certain~~complete ~~Officers;~~and ~~Compensatory~~is ~~Arrangements~~qualified in its entirety by reference to the complete text of ~~Certain~~the ~~Officers~~Executive Officer Option Agreement, which is furnished as Exhibit 99.1 hereto.

(b) Resignation of Director.

On January 26, 2007, John A. Hime notified us of his intention to resign from the Board of Directors of SigmaTel, effective at the end of the day on January 29, 2007. Mr. Hime’s decision to resign was not a result of any disagreement with SigmaTel, or any matter relating to SigmaTel’s operations, policies or practices.

As a result of Mr. Hime’s resignation, Class 3 of SigmaTel’s Board of Directors was left completely vacant. Accordingly, on January 29, 2007, SigmaTel’s Board of Directors appointed Alexander M. Davern, previously one of our Class 2 Directors, as a Class 3 Director of SigmaTel. As a result of these changes, SigmaTel’s Board of Directors now consists of three directors as follows:

Class 1		William P. Osborne
Class 2		Robert T. Derby
Class 3		Alexander M. Davern

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Amendment to Bylaws.

On and effective as of the end of the day on January 29, 2007, SigmaTel’s Board of Directors, acting pursuant to Article II, Section 2.2 of SigmaTel’s Bylaws, adopted resolutions to decrease the total number of authorized directors of SigmaTel from six members to three members as permitted under SigmaTel’s Bylaws. SigmaTel’s Board of Directors adopted these resolutions in order to eliminate vacancies in the board created by past director resignations. No textual changes or amendments to SigmaTel’s Bylaws were required to effect this amendment and SigmaTel currently has no vacancies on its Board of Directors.

Item 9.01

Financial Statements and Exhibits.

(cd) Exhibits.

Exhibit No.		Description
99.1		~~Press~~Form ~~Release,~~of ~~dated~~Executive ~~February~~Officer 1,Option ~~2007, announcing 2006 fourth quarter results~~Agreement

SIGNATURES

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

Date: ~~February~~March 16, 2007

SIGMATEL, INC. By: /Ss/ R. Scott Schaefer R. Scott Schaefer Vice President of Finance and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO. 99.1 ~~Press~~Form ~~Release,~~of ~~dated~~Executive ~~February~~Officer 1,Option ~~2007, announcing 2006 fourth quarter results~~Agreement

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