UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~the ~~SECURITIES~~Securities Exchange ~~EXCHANGE~~Act ~~ACT~~of OF 1934

Date of ~~report~~Report (~~date~~Date of earliest event reported): February 281, ~~2007~~2008

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.~~Number)		(~~I.R.S.~~IRS Employer Identification No.)

1601 S. MoPac Expressway

Suite 100

Austin, Texas 78746

(Address of principal executive offices including zip code)

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)

¨x 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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.~~Agreement

On February 3, 2008, SigmaTel, Inc. (c“SigmaTel”), OnPhoenix ~~February~~Acquisition, 28Inc. (“Merger Sub”) and Freescale Semiconductor, ~~2007~~Inc. (“Freescale”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into SigmaTel’s ~~Board~~(the “Merger”), with SigmaTel continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of ~~Directors~~Freescale. ~~appointed~~At ~~Phillip~~the Eeffective time of the Merger, each issued and outstanding share of SigmaTel common stock will be converted into the right to receive $3.00 ~~Pompa~~in ascash. The Merger Agreement contains a “go-shop” provision which gives SigmaTel’s ~~President~~the right to solicit and ~~Chief~~engage ~~Executive~~in ~~Officer~~discussions and negotiations with respect to potential competing proposals through March 4, 2008. MrThe Merger is conditioned upon, among other things, regulatory approvals, approval by holders of a majority of SigmaTel common stock and other customary closing conditions. The ~~Pompa~~foregoing ~~has~~description ~~held~~of ~~these~~the ~~positions~~Merger ondoes annot ~~interim~~purport ~~basis~~to ~~since~~be ~~January~~complete 1and is qualified in its entirety by reference to the Merger Agreement, ~~2007~~which is filed as Exhibit 2.1 and is incorporated herein by reference.

~~Mr. Pompa,~~Other ~~who~~than isthe 50Merger ~~years of age~~Agreement, ~~has~~there ~~served~~are asno ~~our~~material ~~Senior Vice~~relationships ~~President~~between ofSigmaTel Portable Systems Group since April 2006. From September 2005 until April 2006, Mr. Pompa served as our Senior Vice President of Integrated Components Group. Prior to then, Mr. Pompa served as our Vice President of Integrated Components Group from May 2004 until September 2005. From February 2002 until May 2004, Mr. Pompa served as Vice President of Marketing for Advanced Micro Devices, Inc. From April 2000 until February 2002, Mr. Pompa co-founded and ~~served~~Freescale asor ~~the~~any ~~Vice President~~ of ~~Marketing~~its ~~at Alchemy Semiconductor, a fables semiconductor company~~affiliates. ~~Mr. Pompa holds both a Bachelor of Science in Electrical Engineering and a Masters in Business Administration from Stanford University.~~

InInvestor ~~connection with his promotion, Mr~~Notices. ~~Pompa~~ received: (i) a grant of 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-K, SigmaTel’s 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.

~~(e) On February 28, 2007,~~ SigmaTel’s ~~Compensation~~will ~~Committee~~file ~~adopted~~ a ~~revised~~proxy ~~form~~statement ofand ~~Stock~~other documents ~~Option~~regarding ~~Agreement under our 2003 Equity Incentive Plan (~~the ~~“Plan”)~~proposed ~~for~~transaction ~~option~~described ~~grants~~in ~~that~~this itCurrent ~~made~~Report toon ~~its~~Form ~~executive~~8-K ~~officers~~with ~~effective~~the ~~February~~Securities ~~28,~~and ~~2007~~Exchange Commission (the “~~Executive Officer Option Agreement~~SEC”). ~~The~~INVESTORS ~~form~~AND ofSECURITY ~~the~~HOLDERS ~~Executive~~ARE ~~Officer~~URGED ~~Option~~TO ~~Agreement~~READ isTHE ~~consistent~~PROXY ~~with~~STATEMENT ~~our~~AND ~~previous~~SUCH ~~form~~OTHER MATERIALS ofWHEN ~~Stock~~THEY ~~Option~~BECOME ~~Agreement for all employees~~AVAILABLE, ~~including~~BECAUSE ~~executive~~THEY ~~officers,~~WILL ~~except~~CONTAIN ~~with~~IMPORTANT ~~respect~~INFORMATION toABOUT ~~the~~SIGMATEL ~~effects~~AND ofTHE aPROPOSED ~~Change~~TRANSACTION. inA ~~Control~~definitive ~~(as~~proxy ~~defined~~statement inwill ~~the~~be ~~Plan).~~sent ~~Under~~to ~~the~~security ~~terms~~holders of ~~the~~SigmaTel ~~Executive~~seeking ~~Officer~~their ~~Option~~approval ~~Agreement,~~of in the ~~event~~transaction. Investors ofand asecurity ~~Change~~holders inmay ~~Control,~~obtain ~~any~~a ~~unexercisable~~free orcopy ~~unvested portions~~ of the ~~option~~definitive ~~held~~proxy bystatement an(when ~~executive~~available) ~~officer whose service has not been terminated prior to such date shall be immediately exercisable~~ and ~~vested~~other indocuments ~~full~~filed asby ofSigmaTel with the ~~date~~SEC ~~ten~~at ~~days prior to~~ the ~~date~~SEC’s ofweb ~~the~~site ~~Change~~at ~~in Control~~www.sec.gov. ~~This~~The ~~provision~~definitive ~~will~~proxy ~~only~~statement ~~apply~~and toother ~~grants~~relevant documents ~~made~~may toalso ~~executive~~be ~~officers~~obtained ~~under~~free ~~the~~of ~~Executive~~cost ~~Officer~~by ~~Option~~directing ~~Agreement~~a ~~and~~request ~~does~~to ~~not~~Martha ~~affect~~Aviles ~~past~~at ~~grants made to executive officers~~512-744.9968 ~~Prior to this amendment, such acceleration would only occur in the event that an acquiring entity does not assume~~ or ~~substitute for the option in full~~maviles@sigmatel.com.

~~The~~SigmaTel’s ~~foregoing~~directors ~~description~~and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the ~~Executive~~ ~~Officer~~SigmaTel ~~Option~~stockholders ~~Agreement~~in ~~does~~connection ~~not~~with ~~purport~~the toproposed betransaction. ~~complete~~Information about SigmaTel’s directors and isofficers ~~qualified~~can be found in SigmaTel’s ~~its~~Proxy ~~entirety~~Statements, byAnnual ~~reference~~Reports toon Form 10-K and this Current Report on Form 8-K filed with the ~~complete~~SEC. ~~text~~Additional information regarding the interests of those persons may be obtained by reading the ~~Executive~~proxy ~~Officer~~statement ~~Option~~and ~~Agreement,~~other ~~which~~documents regarding isthe ~~furnished~~proposed astransaction ~~Exhibit~~when ~~99.1~~they ~~hereto~~become available.

Item 92.0102 ~~Financial~~Results ~~Statements~~of Operation and ~~Exhibits~~Financial Condition.

~~(d)~~On ~~Exhibits~~February 4, 2007, SigmaTel issued a press release announcing, among other things, its 2007 fourth quarter results, and on the same date held a related conference call to discuss these results. The full text of the press release issued in connection with the announcement is attached as Exhibit No. 99.2 to this Current Report on Form 8-K. 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.

Exhibit No.		Description
99.1		Form of Executive Officer Option Agreement

The information in Item 2.02 of this Current Report on Form 8-K, and exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

2Use of Non-GAAP Financial Information

SigmaTel provides a non-GAAP measure of gross profit, net (loss) income and net (loss) income per share in its earnings release. The presentation of gross profit is intended to be a supplemental measure of performance and excludes a non-cash charge related to amortization of intangible assets from acquisitions. The presentation of net (loss) income and net (loss) income per share is intended to be a supplemental measure of performance and excludes: (i) a non-cash charge related to impairment of goodwill and other long-lived assets; (ii) a non-cash charge related to amortization of intangible assets from acquisitions; (iii) a non-cash charge related to stock-based compensation; (iv) a charge related to the abandonment of leased facilities; (v) a charge related to accrual for severance payable to our former CEO; (vi) a gain on the sale of the PC Audio product line and a loss on the disposition of assets in conjunction with the lease abandonment; (vii) a non-cash charge related to a tax valuation allowance against our deferred tax asset; (viii) a non-cash benefit related to a release of a tax reserve; (ix) a non-cash benefit related to tax benefits of unwinding our IP migration strategy. SigmaTel believes that excluding these items represents a better basis for the comparison of its current results to past, present, and future operating results, and a better means to highlight the results of core ongoing operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP. The non-GAAP financial measures included in the press release have been reconciled to the corresponding GAAP financial measures as required under the rules of the Securities and Exchange Commission regarding the use of non-GAAP financial measures.

Item 5.02

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

(e) On February 1, 2008, the compensation committee (“Compensation Committee”) of the board of directors of SigmaTel approved and adopted certain bonuses for certain designated executive officers of SigmaTel related to and contingent on the consummation of a change in control, including the Merger (the “Transaction Bonuses”). The Transaction Bonuses were granted pursuant to the terms of the Incentive Bonus Plan. The Transaction Bonuses were approved by the Compensation Committee to retain the services of and provide additional incentive to the designated executive officers.

Phillip E. Pompa, President and Chief Executive Officer, Stephan L. Beatty, Senior Vice President, Product Lines and Operation, and R. Scott Schaefer, Vice President of Finance and Chief Financial Officer, each may receive a Transaction Bonus. Based on the value of the consideration to be paid in the Merger, the maximum amount of such Transaction Bonus will be $165,219.00 for Mr. Pompa, $61,816.00 for Mr. Beatty and $54,625.00 for Mr. Schaefer each. A portion of each Transaction Bonus will be fully earned and payable upon the effective time of the Merger on a sliding scale based on the value of the transaction, and a portion will be subject to the discretion of the Compensation Committee.

Item 9.01.

Financial Statements and Exhibits.

(c)

Exhibits



2.1		Agreement and Plan of Merger dated February 3, 2008 by and among Freescale Semiconductor, Inc., Phoenix Acquisition, Inc. and SigmaTel, Inc.

99.1		Press Release Dated February 4, 2008.

99.2		Press Release Dated February 4, 2008.

SIGNATURES

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

Date: March 6, 2007


	SIGMATEL, INC.

February 4, 2008	By:	/s/ Phillip E. Pompa
	Name:	Phillip E. Pompa
	Title:	President and Chief Executive Officer

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

EXHIBIT INDEX

EXHIBIT NO. 99.1 Form of Executive Officer Option Agreement


EXHIBIT NUMBER		DESCRIPTION
2.1		Agreement and Plan of Merger dated February 3, 2008 by and among Freescale Semiconductor, Inc., Phoenix Acquisition, Inc. and SigmaTel, Inc.

99.1		Press Release dated February 4, 2008

99.2		Press Release dated February 4, 2008

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