Item  1.01 Entry into a Material Definitive Agreement.

On February 15, 2007, Sirenza Microdevices, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) among the Company, Phillip Chuanze Liao, Yeechin Shiong Liao and Piper Jaffray & Co. A copy of the Purchase Agreement is attached hereto as Exhibit 1.1 to this report and is incorporated herein by reference. The description of the Purchase Agreement is qualified in its entirety by reference to such exhibit.

Pursuant to the Purchase Agreement, Phillip Chuanze Liao and Yeechin Shiong Liao have agreed to sell to Piper Jaffray & Co. 7,000,000 shares of the Company’s common stock at a price per share of $7.37. The offering is being made pursuant to an effective registration statement on Form S-3 (File No. 333-138776) filed with the Securities and Exchange Commission.

Phillip Chuanze Liao has served as one of the Company’s directors since the Company’s April 2006 acquisition of Premier Devices, Inc. and served as President of the Company’s wholly-owned subsidiary, Premier Devices—A Sirenza Company, from the date of the acquisition until December 11, 2006.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
Number
 

Description

1.1   Purchase Agreement, dated February 15, 2007, among the Company, Phillip Chuanze Liao, Yeechin Shiong Liao and Piper Jaffray & Co.

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.

 

SIRENZA MICRODEVICES, INC.
By:  

/s/ Clay Simpson

Name:   Clay Simpson
Title:   General Counsel
 

Date: February 16, 2007

SIRENZA MICRODEVICES, INC.

EXHIBIT INDEX TO FORM 8-K

 

Exhibit
Number
 

Description

1.1   Purchase Agreement, dated February 15, 2007, among the Company, Phillip Chuanze Liao, Yeechin Shiong Liao and Piper Jaffray & Co.