UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

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 (Date of earliest event reported):~~ February 15 17, 2012

Date of Report

(Date of earliest event reported)

NetLogic Microsystems, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

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

3975 Freedom Circle, Santa Clara, CA 95054

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices)~~offices, ~~(Zip~~including ~~Code~~zip code)

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

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ (Registrant’s ~~see General~~telephone ~~Instruction~~number, ~~A.2.~~including ~~below~~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.

¨	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 3.~~02.~~01 Notice ~~Results~~ of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~The~~On ~~information~~February 17, ~~contained~~2012, ~~in this report and the exhibit attached hereto is furnished solely~~ pursuant to ~~Item 2.02~~the terms of ~~Form~~the ~~8-K~~Agreement and ~~shall~~Plan ~~not~~of beMerger ~~deemed~~dated ~~“filed”~~as ~~for purposes~~ of ~~Section~~ September 1811, of2011 (the ~~Securities~~“Merger ~~Exchange~~Agreement”), ~~Act~~among ofNetLogic ~~1934~~Microsystems, asInc. ~~amended~~(the “Company”), orBroadcom ~~otherwise~~Corporation ~~subject~~(“Broadcom”) toand ~~the~~I&N ~~liabilities~~Acquisition ~~of that section~~Corp., ~~The~~a ~~information~~wholly ~~contained~~owned ~~herein~~subsidiary ~~and~~of ~~the~~Broadcom ~~exhibit~~(“Merger Sub”), ~~attached~~Merger ~~hereto~~Sub ~~shall~~was ~~not~~merged bewith ~~incorporated~~and ~~by reference~~ into ~~any~~the ~~filing~~Company, with the ~~Securities~~Company ~~and~~being ~~Exchange~~the ~~Commission~~surviving ~~made~~corporation by(the ~~NetLogic Microsystems, Inc~~“Merger”)., ~~whether~~Upon ~~made~~completion ~~before~~of ~~or after~~ the ~~date hereof~~Merger, ~~except~~the asCompany ~~shall~~became bea ~~expressly~~wholly ~~set~~owned ~~forth~~subsidiary byof ~~specific reference in such filing~~Broadcom.

OnPursuant ~~February~~to ~~15,~~the ~~2012~~terms of the Merger Agreement, weat ~~issued~~the aeffective ~~press~~time ~~release~~of ~~announcing~~the ~~our~~Merger, ~~financial~~each ~~results~~issued ~~for~~and outstanding share of the ~~three~~Company’s ~~months~~common ~~and~~stock, other ~~twelve~~than ~~months~~shares ~~ended~~held ~~December~~by 31the Company, ~~2011~~Broadcom, ~~which~~Merger isSub ~~included~~or inany ~~this~~other ~~report~~direct asor ~~Exhibit~~indirect ~~99.1.~~wholly ~~The~~owned ~~press~~subsidiary ~~release~~of ~~should~~Broadcom beor ~~read~~the Company and other than shares held by stockholders who perfected their appraisal rights in ~~conjunction~~accordance with the General ~~statements~~Corporation ~~regarding~~Law ~~forward-looking~~of ~~statements~~the ~~that~~State ~~are~~of ~~included~~Delaware, inwas converted into the ~~text~~right ofto receive $50.00 in cash, without interest and less any applicable withholding taxes (the ~~press~~“Merger ~~release~~Consideration”).

~~Discussion~~This description of ~~Non-GAAP~~the ~~Financial~~Merger ~~Measures~~does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.

InAs ~~addition~~a toresult ~~disclosing~~of ~~financial~~the ~~results~~Merger, ~~calculated~~the inCompany ~~accordance~~no ~~with~~longer ~~U.S.~~fulfills ~~generally~~the ~~accepted~~numerical ~~accounting~~listing requirements ~~principles~~of The NASDAQ Global Select Market (~~GAAP~~“NASDAQ”), and at the close of business on February 17, 2012, the Company’s ~~also~~common ~~reports~~stock ~~certain~~ceased ~~non-GAAP~~trading ~~financial~~on ~~measures~~NASDAQ. ~~Non-GAAP~~ ~~financial~~Also ~~measures~~on asthat ~~reported~~date, byat the Company’s ~~exclude~~request, NASDAQ filed with the ~~effects~~United States Securities and Exchange Commission (the “SEC”) a Notification of ~~stock-based~~Removal ~~compensation~~from Listing and/or ~~related~~Registration ~~payroll~~under ~~taxes,~~Section 12(b) ~~changes~~of inthe ~~contingent~~Securities ~~earn-out~~Exchange ~~liability,~~Act ~~amortization~~ of ~~intangible~~1934, ~~assets~~or Form 25, ~~fair~~to ~~value~~delist ~~adjustments~~the ofCompany’s common ~~acquired~~stock ~~inventory~~from NASDAQ and ~~related~~deregister ~~taxes,~~the ~~acquisition-related~~Company’s ~~costs,~~common ~~lease~~stock ~~termination~~under ~~costs~~Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects to file with the SEC a ~~gain~~Certification ~~recognized~~and onNotice of anTermination ~~investment~~of inRegistration ~~Optichron,~~Under ~~Inc.,~~Section 12(g) anof ~~impairment~~the ~~charge~~Securities onExchange ~~another~~Act ~~investment,~~of ~~establishment~~1934 or Suspension of ~~deferred~~Duty ~~tax~~to ~~asset~~File ~~valuation~~Reports ~~allowance~~Under Sections 13 and 15(d) of the ~~effects~~Securities Exchange Act of ~~excluding~~1934, ~~stock-based~~or ~~compensation~~Form on15, whereupon the ~~number~~Company’s reporting ofobligations ~~diluted~~under ~~shares~~Sections 13 ~~used~~and in15 ~~calculating~~of ~~non-GAAP~~the ~~earnings~~Exchange ~~per~~Act ~~share~~will be suspended.

We utilize a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of our business, in making operating decisions, forecasting and planning for future periods, and determining payments under compensation programsItem 3.03 Material Modification ~~We consider the use of the non-GAAP measures presented in our press release~~ to beRights ~~helpful in assessing the performance~~ of ~~the~~Security operation of our core business which comprises the ongoing revenue and expenses of our business excluding certain items that render comparisons with prior periods or analysis of on-going operating trends more difficult, such as non-cash expenses not directly related to the actual cash costs of development, sale, delivery or support of our products, or expenses recorded in periods unrelated to the periods in which they were paid or incurredHolders. Consistent with this approach, we believe that disclosing non-GAAP financial measures provides useful supplemental data that, while not a substitute for financial measures prepared in accordance with GAAP, allow for greater transparency in the review of our financial and operational performance. In addition, we have historically reported non-GAAP results to the investment community and believe that continuing to do so provides investors with a useful measure for comparing results over time. In assessing the overall health of our business for the periods covered in our press release and, in particular, in evaluating the non-GAAP financial line items presented in our press release, we have excluded items in the following three general categories, each of which are described below: Stock-Based Compensation and Related Payroll Taxes, Acquisition Related Expenses and Other Items. We also provide additional detail below regarding the shares used to calculate our non-GAAP net income per share.

~~Non-GAAP~~At ~~net~~the ~~income~~effective ~~reflects~~time ~~net~~of ~~income~~the ~~adjusted~~Merger ~~for~~and pursuant thereto, the ~~following~~Company’s ~~items:~~Restated Certificate of Incorporation was amended to read in its entirety as the certificate of incorporation of Merger Sub in effect immediately prior to the effective time, except that the name of the company set forth therein is “NetLogic Microsystems, Inc.” (the “Amended Certificate of Incorporation”).

•Also, ~~Stock-based~~pursuant ~~Compensation and Related Payroll Taxes. We provide non-GAAP information relative~~ to ~~our~~the ~~expense~~Merger for stock-based compensation and related payroll tax. We began to include stock-based compensation expense in our GAAP financial measures in January 2006. Because of varying available valuation methodologiesAgreement, ~~subjective~~at ~~assumptions and~~ the ~~variety~~effective time of ~~award types, which affect~~ the ~~calculations of stock-based compensation~~Merger, ~~we believe that~~ the ~~exclusion~~bylaws of ~~stock-based~~Merger compensation allows for more accurate comparisons of our operating results to our peer companies. Stock-based compensation is very different from other forms of compensation that have a fixed and unvarying cash cost. In contrastSub, ~~the~~as ~~expense~~in ~~associated~~effect ~~with~~immediately ~~awards~~prior ~~of options for shares of our stock and restricted stock units for our stock are not directly correlated~~ to the ~~amount~~effective of compensation ultimately received by the employee. Furthermore, the amount of expense that we record is based on a stock-based compensation valuation methodology and underlying assumptions that may vary over time and that do not reflect any cash expenditure. The expense associated with an award for shares of company stock in one quarter may have a very different expense than an award of an identical number of shares in a different quarter. Finally, ~~the~~became ~~expense we recognize for equity grants may be very different from~~ the ~~expense~~bylaws ~~that~~of other companies recognize for awarding a comparable equity grant, which can make it difficult to assess our operating performance relative to our competitors. Similar to stock-based compensation, payroll tax on stock option exercises is dependent on our stock price and the ~~timing of employee exercises over which our management has little control~~Company, ~~and~~ as ~~such~~the ~~does~~surviving ~~not~~corporation ~~correlate~~in to the ~~operation~~merger ~~of our business. Because of these unique characteristics of stock-based compensation expense and~~ (the ~~related~~“Amended ~~payroll tax, management excludes these expenses when analyzing our business performance~~Bylaws”).

•The ~~Acquisition-Related~~foregoing ~~Expenses.~~descriptions Weof ~~exclude certain expense items resulting from acquisitions including~~ the ~~following,~~Amended ~~when~~Certificate ~~applicable: (i) changes in contingent earn-out liability; (ii) amortization~~ of ~~purchased~~Incorporation ~~intangible~~and ~~assets~~Amended ~~associated~~Bylaws ~~with~~are ~~our~~not ~~acquisitions;~~complete ~~(iii) fair value adjustments of acquired inventory~~ and ~~related~~are ~~taxes;~~subject ~~(iv)~~to, ~~acquisition-related costs;~~ and ~~(v)~~qualified ~~gain or loss recognized on a previous investment~~ in ~~the~~their entirety ~~acquired~~by, ~~entity.~~reference ~~We believe that providing non-GAAP information for acquisition-related expense items in addition~~ to the ~~corresponding~~Amended ~~GAAP~~Certificate ~~information~~of ~~allows~~Incorporation ~~the~~and ~~users~~Amended ofBylaws, ~~our~~copies ~~financial~~of ~~statements~~which toare ~~better~~attached ~~review~~hereto ~~and~~as ~~understand~~Exhibit ~~the~~3.1 ~~historic~~ and ~~current~~Exhibit ~~results~~3.2, ~~of our continuing operations~~respectively, and ~~also~~are ~~facilitates~~incorporated ~~comparisons~~herein ~~with~~by ~~less acquisitive peer companies~~reference.

~~(i)~~ Item 5.01 Changes in ~~contingent~~Control ~~earn-out liability. In accordance with changes in GAAP requirements for business combination accounting~~ of ~~contingent earn-out consideration, an estimated fair value of contingent earn-out consideration is recorded at the close of an acquisition~~Registrant. As changes to the estimated fair value occur, which may be for a variety of reasons, including but not limited to, changes in expected earnout milestone achievements and changes in our stock price, we are required to record the changes in the estimated liability through our operating results until the liability is fixed. For example, under the terms of definitive acquisition agreements with RMI and Optichron, contingent earn-out consideration was a significant portion of the total consideration payable. We evaluated contingent earn-out consideration as part of the total purchase consideration of the business and did not consider changes in the total purchase consideration recorded in our operating results to meaningfully reflect the performance of our business in the current period.

~~(ii) Amortization of intangible assets.~~ The ~~amortization~~information ofset ~~intangible~~forth ~~assets associated with our acquisitions results~~ in ~~recording expenses in our GAAP financial statements but does not represent an expenditure of cash in our operations~~Item 3.01 ~~Moreover, had we developed the products acquired, the amortization of intangible assets,~~ and ~~the~~Item 5.02 ~~expenses~~ of ~~uncompleted~~this ~~research~~Current ~~and~~Report ~~development~~on ~~would~~Form ~~have~~8-K ~~been~~is ~~expensed~~incorporated inby ~~prior~~reference ~~periods.~~into ~~Accordingly,~~this ~~we analyze the performance of our operations in each period without regard to such expenses~~Item 5.01.

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

~~(iv) Acquisition-related costs~~Item 5.02 Departure ~~Acquisition-related~~of ~~costs~~Directors ~~include~~or ~~severance~~Certain ~~and~~Officers; ~~professional~~Election ~~fees~~of ~~incurred~~Directors; asAppointment ~~a result~~ of ~~acquisitions,~~Certain ~~including~~Officers; Compensatory ~~our~~Arrangements pending merger with Broadcom Corporation. We consider these charges unrelated to our core operating performance. In addition, acquisitions result in non-continuing operating expenses, which we would not have incurred otherwise in the normal course of ~~our~~Certain ~~business operations~~Officers. ~~For example, we have incurred charges related to employment severance and acquisition-related settlement costs associated with the acquired entity.~~

~~(v)~~At ~~Gain~~the ~~recognized~~effective ontime ~~investment~~of inthe ~~Optichron~~Merger, ~~Inc.~~Ronald ~~Prior~~Jankov, toLeonard ~~April~~Perham, ~~2011~~Norman ~~when we completed the acquisition of Optichron~~Godinho, ~~Inc.~~Alan Krock, weDouglas ~~owned warrants to purchase 5~~Broyles,~~250,000~~ ~~shares~~Steven ofDomenik ~~common~~and ~~stock~~Marvin inBurkett ~~Optichron,~~ceased ~~Inc.~~to asbe adirectors ~~cost investment~~ of ~~$2.1~~the ~~million.~~Company ~~The~~and ~~fair~~members ~~value~~of ~~immediately~~any ~~prior~~committee toof the ~~acquisition~~Company’s ~~date~~Board ~~was~~of $6Directors.4 ~~million.~~Pursuant ~~Upon~~to ~~acquiring~~ the ~~remaining~~Merger ~~equity interests of Optichron~~Agreement, weat ~~recorded a gain on~~ the ~~step-acquisition~~effective ~~accounting~~time of ~~this~~the ~~pre-existing~~Merger, ~~investment~~the directors of ~~$4.3~~Merger ~~million,~~Sub ~~which~~immediately ~~has~~prior ~~been~~to ~~included~~the ineffective ~~Other~~time ~~Income~~became in the ~~results~~directors of ~~our~~the ~~operations~~Company, ~~during~~as the ~~second~~surviving ~~fiscal~~corporation, ~~quarter~~and ofthe ~~2011.~~officers Weof ~~consider~~Merger ~~such~~Sub ~~credits~~immediately ~~unrelated~~prior to ~~our~~the ~~core~~effective ~~operating~~time ~~performance.~~became ~~Furthermore, we would not have recognized such non-continuing credits otherwise in~~ the ~~normal~~officers ~~course~~ of ~~our~~the ~~business operations~~Company.

~~• Other Items~~Item 5.03 Amendments Weto ~~exclude~~Articles ~~certain other items that are the result~~ of ~~either~~Incorporation ~~unique~~ or ~~unplanned~~Bylaws; ~~events~~Change ~~such as (i) lease termination expenses incurred~~ in ~~our~~Fiscal second fiscal quarter of 2010, (ii) impairment charge on other investment recorded in our second fiscal quarter of 2011 and (iii) release on a portion of our California research and development credit carryforward in our fourth quarter of 2010 and establishment of deferred tax asset valuation allowance in our fourth fiscal quarter of 2011Year. In connection with the early termination of our headquarter facility lease, we recorded charges related to lease termination fees. We also recognized an impairment charge on our investment in a convertible bridge note based on valuation immediately prior to its conversion to an equity investment. Due to cumulative US pretax book losses in recent years on a GAAP basis, we established a full valuation allowance in 2011 on deferred tax assets not considered to be more likely than not to be realized. We believe that providing financial information without these items, in addition to our GAAP operating results, provides our management and users of our financial statements with better clarity regarding the on-going performance and future liquidity of our business.

The ~~calculation~~information set forth in Item 3.03 of ~~non-GAAP~~this ~~net~~Current ~~income~~Report ~~per~~on ~~share~~Form 8-K is ~~adjusted~~incorporated ~~for~~by ~~the~~reference ~~following~~into ~~item:~~this Item 5.03.

~~• Non-GAAP net income per share is calculated by dividing non-GAAP net income by non-GAAP diluted weighted average shares~~Item 8.01 Other For purposes of calculating non-GAAP net income per share, the GAAP anti-dilutive weighted average shares outstanding is included after adjustments to exclude the benefits of stock-based compensation costs attributable to future services and not yet recognized in the financial statementsEvents. Under the GAAP treasury stock method, these stock-based compensation costs are treated as proceeds assumed to be used to repurchase shares. Because our non-GAAP net income does not reflect the effects of stock-based compensation costs, management believes these amounts should not be applied to the repurchase of shares in calculating non-GAAP net income per share.

WeOn ~~expect~~February 17, to2012, ~~continue~~the toCompany ~~incur~~issued ~~expenses~~a ~~similar~~press torelease ~~some~~announcing of the ~~non-GAAP~~completion ~~adjustments~~of ~~described~~the ~~above,~~Merger. ~~and~~A ~~exclusion~~copy of ~~these~~the ~~items~~press ~~from~~release ~~our~~is ~~non-GAAP~~attached ~~financial~~hereto ~~measures should not be construed~~ as anExhibit ~~implication~~99.1 ~~that these costs do not represent additional costs of doing business~~ and ~~are~~incorporated ~~unusual,~~herein ~~infrequent~~by ~~or non-recurring~~reference. ~~For example:~~

~~• Non-GAAP financial measures do not account for stock-based compensation expense related to equity awards granted to our employees~~Item 9.01 Financial ~~Our~~Statements ~~stock incentive plans are an important component of our employee incentive compensation arrangements~~ and ~~are reflected as expense in our GAAP results~~Exhibits.

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

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibit is furnished with this document:


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of September 11, 2011, by and among the NetLogic Microsystems, Inc., Broadcom Corporation and I&N Acquisition Corp. (Incorporated by reference to Exhibit 2.1 of NetLogic Microsystems, Inc.’s Current Report on Form 8-K filed on September 12, 2011)

3.1		Amended and Restated Certificate of Incorporation of NetLogic Microsystems, Inc.

3.2		Amended and Restated Bylaws of NetLogic Microsystems, Inc.

99.1		Press Release dated February 17, 2012

Exhibits		Description
99.1		Press Release dated February 15, 2012

SIGNATURE

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.

	NetLogic Microsystems, Inc.	~~NetLogic Microsystems, Inc.~~
Date: February 15, 2012		By:	/s/ Michael T. Tate
Date: February 17, 2012	By:	/s/ Rajiv Ramaswami
			Michael T. Tate Vice President and Chief Financial Officer
		Rajiv Ramaswami President & Chief Executive Officer

EXHIBIT INDEX

Exhibits		Description
ExhibitNumber		Description
99.1		Press Release dated February 15, 2012
2.1		Agreement and Plan of Merger, dated as of September 11, 2011, by and among the NetLogic Microsystems, Inc., Broadcom Corporation and I&N Acquisition Corp. (Incorporated by reference to Exhibit 2.1 of NetLogic Microsystems, Inc.’s Current Report on Form 8-K filed on September 12, 2011)
3.1		Amended and Restated Certificate of Incorporation of NetLogic Microsystems, Inc.
3.2		Amended and Restated Bylaws of NetLogic Microsystems, Inc.
99.1		Press Release dated February 17, 2012

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