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</FONT><FONT SIZE=4><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>


</FONT><FONT SIZE=2><P ALIGN="CENTER">Washington, D.C. 20549</P>


</B></FONT><FONT SIZE=1><P ALIGN="CENTER"></P>


<P ALIGN="CENTER">&nbsp;</P>


<B><P ALIGN="CENTER">&nbsp;</P>


</FONT><FONT SIZE=4><P ALIGN="CENTER">FORM 8-K</P>


</B></FONT><FONT SIZE=1><P ALIGN="CENTER"></P>


</FONT><B><P ALIGN="CENTER">CURRENT REPORT</P>


<P ALIGN="CENTER">Pursuant to Section 13 or 15(d) of</P>


<P ALIGN="CENTER">the Securities Exchange Act of 1934</P>


</B><FONT SIZE=1><P ALIGN="CENTER"></P>


</FONT><B><FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>


<P ALIGN="CENTER">August 14, 2006</P>


</FONT><FONT SIZE=1><P ALIGN="CENTER">Date of Report (Date of earliest event reported)</P>


</B><P ALIGN="CENTER"></P>


<P ALIGN="CENTER">&nbsp;</P>


</FONT><B><P ALIGN="CENTER">&nbsp;</P>


<P ALIGN="CENTER">SIRENZA MICRODEVICES, INC<FONT SIZE=1>.</P>


<P ALIGN="CENTER">(Exact name of Registrant as specified in its charter)</P>


</B><P>&nbsp;</P></FONT>


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<B><FONT SIZE=2><P ALIGN="CENTER">DELAWARE</B></FONT></TD>


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<FONT SIZE=2><P>&nbsp;</FONT></TD>


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<B><FONT SIZE=2><P ALIGN="CENTER">000-30615</B> </FONT></TD>


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<FONT SIZE=2><P>&nbsp;</FONT></TD>


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<B><FONT SIZE=2><P ALIGN="CENTER">77-0073042</B> </FONT></TD>


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<B><FONT SIZE=1><P ALIGN="CENTER">(State or other jurisdiction</B> </P>


<B><P ALIGN="CENTER">of incorporation)</B> </FONT></TD>


<TD WIDTH="3%" VALIGN="BOTTOM">


<FONT SIZE=1><P>&nbsp;</FONT></TD>


<TD WIDTH="31%" VALIGN="TOP">


<B><FONT SIZE=1><P ALIGN="CENTER">(Commission File Number)</B> </FONT></TD>


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<FONT SIZE=1><P>&nbsp;</FONT></TD>


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<B><FONT SIZE=1><P ALIGN="CENTER">(I.R.S. Employer</B> </P>


<B><P ALIGN="CENTER">Identification Number)</B> </FONT></TD>


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</FONT><B><FONT SIZE=2><P ALIGN="CENTER">303 S. TECHNOLOGY COURT, BROOMFIELD, CO 80021</P>


</FONT><FONT SIZE=1><P ALIGN="CENTER">(Address of principal executive offices, including zip code)</P>


</B><P ALIGN="CENTER"></P>


</FONT><B><FONT SIZE=2><P ALIGN="CENTER">(303) 327-3030</P>


</FONT><FONT SIZE=1><P ALIGN="CENTER">(Registrant's telephone number, including area code)</P>


</B><P ALIGN="CENTER"></P>


</FONT><B><FONT SIZE=2><P ALIGN="CENTER">N/A</P>


</FONT><FONT SIZE=1><P ALIGN="CENTER">(Former name or former address, if changed since last report)</P>


</B><P ALIGN="CENTER"></P>


<P ALIGN="CENTER">&nbsp;</P>


<B><P>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):</P>


</B>


<P>&nbsp;</P>


<P>[x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</P>





<P>[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>





<P>[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>





<P>[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>





<P>&nbsp;</P>


<P>&nbsp;</P>


</FONT><B><FONT SIZE=2><P>Item 1.01&nbsp;&nbsp;&nbsp;&nbsp;Entry into a Material Definitive Agreement.</B> </P>


<P>&nbsp;</P>


<P><A NAME="OLE_LINK51"><A NAME="OLE_LINK52">On August 14, 2006, Sirenza Microdevices, Inc. (&quot;Sirenza&quot;, or the &quot;Company&quot;) entered into an Agreement and Plan of Merger, by and among the Company, Metric Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of the Company (&quot;Merger Sub&quot;), and Micro Linear Corporation, a Delaware corporation (&quot;Micro Linear&quot;) (the &quot;Merger Agreement&quot;), by which the Company has agreed to acquire Micro Linear (the &quot;Merger&quot;).  The Merger Agreement provides for Sirenza's acquisition of Micro Linear by a reverse triangular merger.  </P>





<P>Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the &quot;Effective Time&quot;), each outstanding Micro Linear share of common stock will be converted into the right to receive 0.365 of a share of Sirenza common stock. Based on Micro Linear's fully diluted shares outstanding and Sirenza's closing price as reported on the Nasdaq Global Market on August 14, 2006, the transaction is currently valued at approximately $45.6 million.</P>





<P>The exchange ratio is subject to change based on the price of Sirenza's common stock as reported on Nasdaq prior to the consummation of the merger. If the average closing price of the Company's common stock as reported on the Nasdaq is less than $7.77 for the ten consecutive trading days ending on the third trading day immediately preceding the date the merger is consummated, the exchange ratio shall be increased such that each share of Micro Linear common stock shall be converted into the number of shares of Sirenza common stock with a value (based on such average) equal to $2.84, provided that the applicable exchange ratio shall never be greater than 0.405. Conversely, if the average closing price of the Company's common stock as reported by Nasdaq for the above-described period is greater than $11.66, the exchange ratio shall be decreased such that each share of Micro Linear common stock shall be converted into the number of shares of Sirenza common stock with a value (based on such average) equal to $4.26, provided that the applicable exchange ratio shall never be less than 0.325. </P>





<P>The Board of Directors of each company has approved the Merger Agreement. The consummation of the transactions contemplated by the Merger Agreement is subject to customary closing conditions, including the approval of the shareholders of Micro Linear and customary regulatory approvals. </P>





<P>Concurrently with the execution of the Merger Agreement, the Company entered into voting agreements with certain of the directors and officers of Micro Linear (the &quot;Voting Agreements&quot;), pursuant to which those directors and officers have agreed to vote their respective shares of Micro Linear common stock in favor of the approval of the principal terms of the Merger Agreement and the Merger.</P>


<P></A></A></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On August 15, 2006, the Company issued a press release announcing the Merger Agreement and transactions contemplated thereby (the &quot;Press Release&quot;).  A copy of the Press Release is attached as Exhibit 99.1 to this report and incorporated herein by reference.  </P>


<P>The information set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and the form of Voting Agreement, copies of which will be filed as exhibits to a subsequent Current Report on Form 8-K and shall be incorporated herein by reference. </P>


<B><P>Additional Information and Where to Find It.</P>


</B><P>This Current Report on Form 8-K is not a proxy statement or a prospectus for the proposed transaction.  Sirenza will file a registration statement on Form S-4 in connection with the proposed transaction, which will include Micro Linear's proxy statement and Sirenza's prospectus for the proposed transaction.  Investors are urged to read the proxy statement/prospectus, which will contain important information about the proposed transaction, when it becomes available.  The proxy statement/prospectus and other documents which are filed by Sirenza or Micro Linear with the Securities and Exchange Commission (the &quot;SEC&quot;) will be available free of charge at the SEC's website, </FONT><U><FONT SIZE=2 COLOR="#0000ff">www.sec.gov</U></FONT><FONT SIZE=2>, or by directing a request when such a filing is made by Sirenza to Sirenza Microdevices, Inc., 303 S. Technology Court, Broomfield, CO 80021, Attention: Investor Relations or by directing a request when such a filing is made by Micro Linear to Micro Linear Corporation, 2050 Concourse Drive, San Jose, CA 95131, Attention: Investor Relations. </P>


<P>Micro Linear, its directors and certain of its executive officers, as well as Sirenza, its directors and certain of its executive officers, may be considered participants in the solicitation of proxies in connection with the proposed transaction.  Information about the directors and executive officers of Micro Linear and their respective interests in the proposed transaction will be set forth in the proxy statement/prospectus that Sirenza and Micro Linear will file with the SEC in connection with the proposed transaction.  Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.</P>


<P> </P>


<B><P>Item 9.01&nbsp;&nbsp;&nbsp;&nbsp;Financial Statements and Exhibits.</P>


</B><P>&nbsp;</P>


<I><P>(d)&nbsp;&nbsp;Exhibits.</I>&nbsp;&nbsp;&nbsp;&nbsp; </P>


</FONT><FONT SIZE=1><P>&nbsp;</P></FONT>


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<B><FONT SIZE=2><P ALIGN="CENTER">Exhibit Number</B> </P>


<P ALIGN="CENTER"></FONT></TD>


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<FONT SIZE=2><P>&nbsp;&nbsp;</FONT></TD>


<TD WIDTH="90%" VALIGN="BOTTOM">


<B><FONT SIZE=2><P ALIGN="CENTER">Description</B> </P>


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<FONT SIZE=2><P ALIGN="CENTER">99.1</FONT></TD>


<TD WIDTH="3%" VALIGN="BOTTOM">&nbsp;</TD>


<TD WIDTH="90%" VALIGN="BOTTOM">


<FONT SIZE=2><P>Press release by Sirenza Microdevices, Inc. issued on August 15, 2006</FONT></TD>


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<P>&nbsp;</P>


<B><P ALIGN="CENTER">&nbsp;</P>


<P ALIGN="CENTER">SIGNATURES</P>


</B><P>&nbsp;</P>


<P>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. </P>





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<P>SIRENZA MICRODEVICES, INC.</P>





<P>By:  <U>&#9;/s/ Clay Simpson&#9;</P>


</U><P>       Clay Simpson</P><DIR>


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<P>Vice President, General Counsel and Secretary</P></DIR>


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<P>Date:&nbsp;August 15, 2006</P>


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<P>&nbsp;</P>


<B><P ALIGN="CENTER">SIRENZA MICRODEVICES, INC.</P>


</B><P ALIGN="CENTER"></P>


<B><P ALIGN="CENTER">EXHIBIT INDEX TO FORM 8-K</P>


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<B><FONT SIZE=2><P ALIGN="CENTER">Exhibit Number</B> </P>


<P ALIGN="CENTER"></FONT></TD>


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<FONT SIZE=2><P>&nbsp;&nbsp;</FONT></TD>


<TD WIDTH="90%" VALIGN="BOTTOM">


<B><FONT SIZE=2><P ALIGN="CENTER">Description</B> </P>


<P ALIGN="CENTER"></FONT></TD>


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<FONT SIZE=2><P ALIGN="CENTER">99.1</FONT></TD>


<TD WIDTH="3%" VALIGN="BOTTOM">&nbsp;</TD>


<TD WIDTH="90%" VALIGN="BOTTOM">


<FONT SIZE=2><P>Press release by Sirenza Microdevices, Inc. issued on August 15, 2006</FONT></TD>


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[{"type": "8-K", "sequence": "1", "filename": "rrd127531.htm", "secsgml_size_bytes": 12139}]
{"company-data": {"conformed-name": "SIRENZA MICRODEVICES INC", "cik": "0001103777", "assigned-sic": "3674", "irs-number": "770073042", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30615", "film-number": "061033658"}, "business-address": {"street1": "303 S TECHNOLOGY COURT", "city": "BROOMFIELD", "state": "CO", "zip": "80021", "phone": "3033273030"}, "mail-address": {"street1": "303 S TECHNOLOGY COURT", "city": "BROOMFIELD", "state": "CO", "zip": "80021"}, "former-company": {"former-conformed-name": "STANFORD MICRODEVICES INC", "date-changed": "20000119"}}
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
August 14, 2006
Date of Report (Date of earliest event reported)
SIRENZA MICRODEVICES, INC
.
(Exact name of Registrant as specified in its charter)
DELAWARE
000-30615
77-0073042
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
303 S. TECHNOLOGY COURT, BROOMFIELD, CO 80021
(Address of principal executive offices, including zip code)
(303) 327-3030
(Registrant's telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
[x] 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 1.01    Entry into a Material Definitive Agreement.
On August 14, 2006, Sirenza Microdevices, Inc. ("Sirenza", or the "Company") entered into an Agreement and Plan of Merger, by and among the Company, Metric Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Micro Linear Corporation, a Delaware corporation ("Micro Linear") (the "Merger Agreement"), by which the Company has agreed to acquire Micro Linear (the "Merger").  The Merger Agreement provides for Sirenza's acquisition of Micro Linear by a reverse triangular merger.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding Micro Linear share of common stock will be converted into the right to receive 0.365 of a share of Sirenza common stock. Based on Micro Linear's fully diluted shares outstanding and Sirenza's closing price as reported on the Nasdaq Global Market on August 14, 2006, the transaction is currently valued at approximately $45.6 million.
The exchange ratio is subject to change based on the price of Sirenza's common stock as reported on Nasdaq prior to the consummation of the merger. If the average closing price of the Company's common stock as reported on the Nasdaq is less than $7.77 for the ten consecutive trading days ending on the third trading day immediately preceding the date the merger is consummated, the exchange ratio shall be increased such that each share of Micro Linear common stock shall be converted into the number of shares of Sirenza common stock with a value (based on such average) equal to $2.84, provided that the applicable exchange ratio shall never be greater than 0.405. Conversely, if the average closing price of the Company's common stock as reported by Nasdaq for the above-described period is greater than $11.66, the exchange ratio shall be decreased such that each share of Micro Linear common stock shall be converted into the number of shares of Sirenza common stock with a value (based on such average) equal to $4.26, provided that the applicable exchange ratio shall never be less than 0.325.
The Board of Directors of each company has approved the Merger Agreement. The consummation of the transactions contemplated by the Merger Agreement is subject to customary closing conditions, including the approval of the shareholders of Micro Linear and customary regulatory approvals.
Concurrently with the execution of the Merger Agreement, the Company entered into voting agreements with certain of the directors and officers of Micro Linear (the "Voting Agreements"), pursuant to which those directors and officers have agreed to vote their respective shares of Micro Linear common stock in favor of the approval of the principal terms of the Merger Agreement and the Merger.
On August 15, 2006, the Company issued a press release announcing the Merger Agreement and transactions contemplated thereby (the "Press Release").  A copy of the Press Release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
The information set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and the form of Voting Agreement, copies of which will be filed as exhibits to a subsequent Current Report on Form 8-K and shall be incorporated herein by reference.
Additional Information and Where to Find It.
This Current Report on Form 8-K is not a proxy statement or a prospectus for the proposed transaction.  Sirenza will file a registration statement on Form S-4 in connection with the proposed transaction, which will include Micro Linear's proxy statement and Sirenza's prospectus for the proposed transaction.  Investors are urged to read the proxy statement/prospectus, which will contain important information about the proposed transaction, when it becomes available.  The proxy statement/prospectus and other documents which are filed by Sirenza or Micro Linear with the Securities and Exchange Commission (the "SEC") will be available free of charge at the SEC's website,
www.sec.gov
, or by directing a request when such a filing is made by Sirenza to Sirenza Microdevices, Inc., 303 S. Technology Court, Broomfield, CO 80021, Attention: Investor Relations or by directing a request when such a filing is made by Micro Linear to Micro Linear Corporation, 2050 Concourse Drive, San Jose, CA 95131, Attention: Investor Relations.
Micro Linear, its directors and certain of its executive officers, as well as Sirenza, its directors and certain of its executive officers, may be considered participants in the solicitation of proxies in connection with the proposed transaction.  Information about the directors and executive officers of Micro Linear and their respective interests in the proposed transaction will be set forth in the proxy statement/prospectus that Sirenza and Micro Linear will file with the SEC in connection with the proposed transaction.  Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.
Item 9.01    Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit Number
Description
99.1
Press release by Sirenza Microdevices, Inc. issued on August 15, 2006
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
Clay Simpson
Vice President, General Counsel and Secretary
Date: August 15, 2006
SIRENZA MICRODEVICES, INC.
EXHIBIT INDEX TO FORM 8-K
Exhibit Number
Description
99.1
Press release by Sirenza Microdevices, Inc. issued on August 15, 2006