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~~December 2214, 2009

INTELLON CORPORATION

(Exact Name of Registrant as Specified in its charter)

Delaware

333-144520

59-2744155

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


5955 T.G. Lee Boulevard, Suite 600, Orlando, FL		32822
(Address of Principal Executive Offices)		(Zip Code)

(407) 428-2800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

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.

x	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 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~October~~December 2214, 2009, Intellon Corporation (~~the~~ “~~Registrant~~Intellon”) ~~reported~~amended its ~~results~~employment ofagreements ~~operations~~with ~~for~~Mr. Charles E. ~~the~~Harris, ~~third~~Chairman ~~quarter~~and ~~ended~~Chief ~~September 30~~Executive Officer, ~~2009~~and Mr. Rick E. AFurtney, ~~copy~~President ofand ~~the~~Chief ~~press release~~Operating ~~issued~~Officer. byThe ~~the~~material ~~Registrant~~terms ~~concerning~~of ~~the~~these ~~foregoing~~employment ~~results~~agreement isamendments ~~furnished~~are ~~herewith~~ as ~~Exhibit 99.1.~~follows:

~~The~~1. ~~information contained herein and in the accompanying exhibit is being furnished and shall not be deemed “filed” for the purposes of~~ Section 182.04 of ~~the~~Mr. Harris’ ~~Securities~~original ~~Exchange~~employment ~~Act~~agreement ofprovides ~~1934,~~that asoutstanding ~~amended,~~options orheld ~~otherwise~~by beMr. Harris ~~subject~~vest prior to the ~~liabilities~~effective ofdate ~~that Section or Sections 11 and 12(a)(2)~~ of ~~the~~an ~~Securities~~announced ~~Act~~change ofin ~~1933, as amended~~control. Mr. Harris’ ~~The~~employment ~~information~~agreement inhas ~~this~~been ~~Current~~amended ~~Report~~to ~~shall~~provide ~~not~~that beoutstanding ~~incorporated~~options held by ~~reference~~Mr. Harris ~~into~~vest ~~any~~upon ~~registration statement or other document pursuant to~~ the ~~Securities~~effective ~~Act~~date of ~~1933,~~a ~~as amended,~~change ~~regardless of any general incorporation language~~ in ~~such filing, unless expressly incorporated by specific reference in such filing~~control.

~~The~~2. ~~attached~~Section 2.08 ~~press~~of ~~release~~Mr. Harris’ ~~includes~~original ~~non~~employment agreement provides that Mr. Harris is eligible to receive certain gross-~~GAAP~~up ~~net~~payments ~~income~~in the event that amounts otherwise payable to Mr. Harris under his employment agreement are deemed to be an “excess parachute payment” under Internal Revenue Code (“IRC”) Section 280G and ~~non-GAAP~~Mr. Harris ~~net~~is ~~income~~assessed ~~per~~an ~~share~~excise ~~data~~tax under IRC Section 4999. The original employment agreement does not set forth a time period in which such amounts must be paid. Consistent with the requirements of IRC Section 409A, Mr. Harris’ employment agreement has been amended to provide that any payment under this provision must be made no later than the last day of the tax year following the year in which the excise tax imposed under IRC Section 4999 is paid.

~~These~~3. ~~non-GAAP~~Section 3.01(c) ~~measures~~of ~~are~~the ~~not~~each inof ~~accordance~~Mr. Harris’ ~~with generally accepted accounting principles~~ and ~~may~~Mr. Furtney’s beoriginal ~~different~~employment ~~from~~agreements provide ~~non-GAAP~~that, ~~measures~~in ~~used~~connection bywith ~~other~~a ~~companies.~~termination Infor ~~addition~~good reason, ~~these~~the ~~non-GAAP~~employee ~~measures~~must ~~are not~~give ~~based~~notice onto ~~any~~Intellon ~~comprehensive~~within ~~set~~90 ofdays ~~accounting~~after ~~rules~~the oremployee ~~principles.~~learns ~~The presentation~~ of ~~these~~the ~~measures is not intended to be considered in isolation~~act, failure or asevent anallegedly ~~alternative~~constituting ~~for,~~good orreason; ~~superior~~provided tothat, in the ~~financial~~case ~~information~~of ~~prepared and presented in~~a ~~accordance~~series ~~with~~of ~~GAAP.~~related ~~The~~acts, ~~Registrant~~failures ~~believes~~or ~~that~~events, ~~non-GAAP~~the ~~measures~~employee ~~have~~must ~~limitations~~give in120 ~~that~~days ~~they~~notice. doTo ~~not~~qualify ~~reflect~~for ~~all of~~ the ~~amounts~~“good ~~associated~~reason” ~~with~~safe ~~the~~harbor ~~Registrant’s~~provisions ~~results~~ of ~~operations~~the asregulations ~~determined~~promulgated inpursuant ~~accordance~~to ~~with~~IRC ~~GAAP~~Section 409A and ~~that~~to ~~these measures~~avoid ~~should~~reliance ~~only~~on ~~be used to evaluate~~ the facts-and-circumstances ~~Registrant’s~~test ~~results~~set offorth ~~operations~~thereunder, inthe ~~conjunction~~employment ~~with~~agreements ~~the~~for ~~corresponding~~Mr. Harris ~~GAAP~~and ~~measures~~Mr. Furtney ~~The~~have ~~Registrant~~been ~~has~~amended ~~provided~~to ~~reconciliations~~delete of the ~~non-GAAP~~120 ~~financial~~day ~~measures~~notice period and to ~~the~~require ~~most~~90 ~~directly~~days ~~comparable GAAP~~notice ~~financial~~in ~~measures~~all cases.

~~The~~A ~~Registrant~~copy ~~believes~~of ~~that~~each ~~the presentation~~ of ~~non-GAAP net income and non-GAAP net income per share data, when shown in conjunction with~~ the ~~corresponding~~employment ~~GAAP~~agreement ~~measures,~~amendments ~~provides~~is ~~useful~~attached ~~information~~as toan ~~investors~~exhibit ~~and~~hereto ~~management regarding financial~~ and ~~business~~is ~~trends~~incorporated ~~relating~~herein toby ~~its financial condition and results of operations~~reference.

AsItem ~~described~~5.02 ~~above,~~Departure ~~the~~of ~~Registrant~~Directors ~~excludes~~or ~~the~~Certain ~~following~~Officers; ~~items~~Election ~~from~~of ~~one~~Directors; orAppointment ~~more~~ of ~~its~~Certain ~~non-GAAP~~Officers; ~~measures~~Compensatory ~~when~~Arrangements ~~applicable:~~of Certain Officers.

~~Employee~~On ~~share-based~~December ~~compensation~~14, ~~expenses. These expenses consist primarily of expenses for employee stock options~~2009, ~~employee restricted~~Intellon ~~stock~~amended ~~units~~its ~~and~~employment ~~employee~~agreements ~~restricted~~with ~~stock under Statement of Financial Accounting Standards No~~Mr. ~~123~~ ~~(revised~~Charles ~~2004) (SFAS123(R))~~E. ~~The~~Harris, ~~Registrant~~Chairman ~~excludes employee share-based compensation expenses from its non-GAAP measures primarily~~and ~~because~~Chief ~~they~~Executive ~~are~~Officer, ~~non-cash~~and ~~expenses~~Mr. ~~that~~Rick ~~the Registrant does not believe are reflective of ongoing operating results~~E. ~~Further~~Furtney, asPresident ~~the~~and ~~Registrant~~Chief ~~applies~~Operating ~~SFAS~~Officer. ~~123(R),~~The itmaterial ~~believes~~terms ~~that it is useful to investors to understand the impact~~ of ~~the application~~these ofemployment ~~SFAS~~agreement ~~123(R)~~amendments toare ~~its~~as ~~results~~set offorth ~~operations~~above.

~~Merger~~Item ~~related expenses~~9.01 ~~These~~Financial ~~expenses~~Statements ~~consist~~and of expenses related to the planned acquisition of the Registrant by Atheros Communications, Inc. The Registrant excludes merger related expenses from its non-GAAP measures primarily because they are non-recurring expenses that the Registrant does not believe are reflective of ongoing operating results. Further, the Registrant believes that it is useful to investors to understand the impact of these expenses to its results of operations. Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release dated October 22, 2009
10.1		Amendment to Third Amended and Restated Employment Agreement Between Intellon Corporation and Charles E. Harris, dated December 14, 2009.
10.2		Amendment to Amended and Restated Employment Agreement Between Intellon Corporation and Rick E. Furtney, dated December 14, 2009.

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.


INTELLON CORPORATION

By:		/S/ BRIAN T. MCGEE
Name:		Brian T. McGee
Title:		Senior Vice President and Chief Financial Officer

Date: ~~October 22~~December 15, 2009

Filing Compare · INTELLON CORP