8-K

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):

July 24, 2008

Cabot Microelectronics Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-30205	36-4324765
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification)

870 Commons Drive, Aurora, Illinois	60504
(Address of principal executive offices)	(Zip Code)

(630) 375-6631

(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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02                      Results of Operations and Financial Condition.

On July 24, 2008, Cabot Microelectronics Corporation issued a press release entitled “Cabot Microelectronics Corporation Reports Results for Third Quarter of Fiscal Year 2008,” a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.  The press release contains financial and other information including that related to our third fiscal quarter ended June 30, 2008.  The press release also includes cautionary statements identifying important factors that could cause actual results to differ materially from those described by any forward-looking statements.

This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01                      Financial Statements and Exhibits.

(c)	Exhibits
	The following exhibit is being furnished, not filed, herewith pursuant to  Item 2.02 of Form 8-K:
	99.1           Press release, dated July 24, 2008, entitled “Cabot Microelectronics Corporation Reports Results for Third Quarter of Fiscal Year 2008.”

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SIGNATURE

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.

	CABOT MICROELECTRONICS CORPORATION
Date: July 24, 2008	By:	/s/ WILLIAM S. JOHNSON
		William S. Johnson
		Vice President and Chief Financial Officer
		[Principal Financial Officer]

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INDEX TO EXHIBITS

Exhibit Number	Title
99.1	Press release, dated July 24, 2008, entitled “Cabot Microelectronics Corporation Reports Results for Third Quarter of Fiscal Year 2008.”

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE

       Contact:

       Amy Ford

       Director of Investor Relations

       Cabot Microelectronics Corporation

                 (630) 499-2600

CABOT MICROELECTRONICS CORPORATION REPORTS

RESULTS FOR THIRD QUARTER OF FISCAL YEAR 2008;

ACHIEVES STRONG FINANCIAL PERFORMANCE ON SOLID

CMP SLURRY BUSINESS AND CONTINUED GROWTH IN PADS

AURORA, IL, July 24, 2008 – Cabot Microelectronics Corporation (Nasdaq:  CCMP), the world’s leading supplier of chemical mechanical planarization (CMP) polishing slurries to the semiconductor industry, today reported financial results for its third quarter of fiscal 2008, which ended June 30.

Total revenue during the third fiscal quarter was $97.0 million, which was 9.0 percent higher than the $89.0 million reported in the same quarter last year and represents a 2.7 percent increase compared to $94.5 million last quarter.  Year to date, total revenue increased 15.0 percent from the same period in fiscal 2007.  Record revenue this quarter was driven by solid demand for the company’s core CMP slurry products for semiconductor applications – tungsten, dielectrics and copper, aggregate revenue from which increased by 9.4 percent year over year and 3.4 percent sequentially.  In addition, revenue from polishing pads grew 38.1 percent from last quarter.  Revenues from the company’s engineered surface finishes business and slurry for data storage applications decreased compared to both the previous quarter and the same quarter last year.

Gross profit, expressed as a percentage of revenue, was 46.8 percent this quarter, which was down from 47.7 percent in the same quarter a year ago and up from 44.7 percent last quarter.  Compared to the year ago quarter, gross profit percentage decreased due to higher fixed costs, mainly associated with pad operations, lower slurry and pad manufacturing yields, and the effect of foreign exchange rate changes, partially offset by a higher valued product mix.  Compared to the prior quarter, gross profit percentage increased driven by a higher valued product mix and higher pad manufacturing yields, partially offset by lower utilization of the company’s manufacturing capacity.  Year to date, gross profit represents 46.5 percent of revenue, which is consistent with the company’s full fiscal year guidance range of 46 to 48 percent of revenue.

Operating expenses, composed of research, development and technical, selling and marketing, and general and administrative expenses, were $32.5 million in the third fiscal quarter, which is consistent with comments provided by the company during its second quarter of fiscal 2008 earnings call on April 24.  Operating expenses were $4.7 million higher than the $27.9 million reported in the same quarter a year ago, driven primarily by increased staffing related costs and higher professional fees, including costs to enforce the company’s intellectual property.  Operating expenses were $0.4 million higher than the $32.2 million reported in the previous quarter, mostly due to increased staffing related costs and travel expenses, partially offset by lower professional fees.

Net income of $10.0 million for the quarter was essentially even with the same quarter last year.  The comparison to the prior year reflects higher revenue this quarter and the absence of a $2.1 million pre-tax investment write-off recorded last year, offset by increased operating expenses this year.  Net income increased 25.7 percent from $7.9 million last quarter.

Diluted earnings per share were $0.43 this quarter, up from both the $0.42 reported in the third quarter of fiscal 2007 and $0.34 in the previous quarter.  Year to date, earnings per share were 28.8 percent higher than in the same period of fiscal 2007.

“We are proud of our accomplishments this quarter, particularly the strong performance in our core CMP slurry business and the progress made toward optimizing our polishing pad manufacturing process,” stated William Noglows, Chairman and CEO of Cabot Microelectronics.  “We believe that the execution of our key initiatives of Technology Leadership, Operations Excellence and Connecting with Customers, has allowed us to maintain our solid financial performance.  Our strong year to date growth in both revenue and earnings demonstrates our ability to succeed across a range of economic and industry environments, and we look forward to building on this momentum going forward.”

CONFERENCE CALL

Cabot Microelectronics Corporation’s quarterly earnings conference call will be held today at 9:00 a.m. Central Time.  The live conference call will be available via webcast from the company’s website, www.cabotcmp.com, or by phone at (866) 510-0712.  Callers outside the U.S. can dial (617) 597-5380.  The conference code for the call is 72609315.  A replay will be available through August 21, 2008 via webcast at www.cabotcmp.com.  A transcript of the formal comments made during the conference call will also be available in the Investor Relations section of the company’s website.

ABOUT CABOT MICROELECTRONICS CORPORATION

Cabot Microelectronics Corporation, headquartered in Aurora, Illinois, is the world's leading supplier of CMP slurries used in semiconductor and data storage manufacturing. The company's products play a critical role in the production of the most advanced semiconductor devices, enabling the manufacture of smaller, faster and more complex devices by its customers.  Since becoming an independent public company in 2000, the company has grown to approximately 800 employees on a global basis.  The company's vision is to become the world leader in shaping, enabling and enhancing the performance of surfaces, so the company is leveraging its expertise in CMP slurry formulation, materials and polishing techniques developed for the semiconductor industry and applying it to demanding surface modification applications in other industries where shaping, enabling and enhancing the performance of surfaces is critical to success. For more information about Cabot Microelectronics Corporation, visit www.cabotcmp.com or contact Amy Ford, Director of Investor Relations at (630) 499-2600.

SAFE HARBOR STATEMENT

This news release may include statements that constitute "forward looking statements" within the meaning of federal securities regulations.  These forward-looking statements include statements related to: future sales and operating results; company and industry growth or trends; growth of the markets in which the company participates; international events; product performance; the generation, protection and acquisition of intellectual property, and litigation related to such intellectual property; new product introductions; development of new products, technologies and markets; the acquisition of or investment in other entities; uses and investment of the company’s cash balance; and the construction of facilities by Cabot Microelectronics Corporation.  These forward-looking statements involve a number of risks, uncertainties, and other factors, including those described from time to time in Cabot Microelectronics' filings with the Securities and Exchange Commission (SEC), that could cause actual results to differ materially from those described by these forward-looking statements.  In particular, see "Risk Factors" in the company’s quarterly report on Form 10-Q for the quarter ended March 31, 2008 and in the company’s annual report on Form 10-K for the fiscal year ended September 30, 2007, both filed with the SEC.  Cabot Microelectronics assumes no obligation to update this forward-looking information.

CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited and amounts in thousands, except per share amounts)
		Quarter Ended							Nine Months Ended
		June 30,		March 31,		June 30,			June 30,		June 30,
		2008		2008		2007			2008		2007
Revenue	$	97,047	$	94,488	$	89,023		$	284,913	$	247,826
Cost of goods sold		51,638		52,212		46,552			152,455		132,241
Gross profit		45,409		42,276		42,471			132,458		115,585
Operating expenses:
Research, development & technical		12,730		12,432		12,033			36,583		37,761
Selling & marketing		7,176		6,907		6,469			20,367		17,792
General & administrative		12,642		12,856		9,387			36,337		28,349
Total operating expenses		32,548		32,195		27,889			93,287		83,902
Operating income		12,861		10,081		14,582			39,171		31,683
Other income (expense), net		1,239		1,689		(148	)		4,563		2,286
Income before income taxes		14,100		11,770		14,434			43,734		33,969
Provision for income taxes		4,120		3,828		4,373			13,613		10,292
Net income	$	9,980	$	7,942	$	10,061		$	30,121	$	23,677
Basic earnings per share	$	0.43	$	0.34	$	0.43		$	1.29	$	1.00
Weighted average basic shares outstanding		23,132		23,402		23,662			23,411		23,737
Diluted earnings per share	$	0.43	$	0.34	$	0.42		$	1.28	$	1.00
Weighted average diluted shares outstanding		23,163		23,416		23,687			23,441		23,741

CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and amounts in thousands)
	June 30,		September 30,
	2008		2007
ASSETS:
Current assets:
Cash, cash equivalents and short-term investments	$	203,941	$	212,472
Accounts receivable, net		51,797		52,302
Inventories, net		46,217		37,266
Other current assets		13,019		8,714
Total current assets		314,974		310,754
Property, plant and equipment, net		119,091		118,454
Other long-term assets		31,132		25,921
Total assets	$	465,197	$	455,129
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable	$	13,768	$	15,859
Capital lease obligations		1,111		1,066
Accrued expenses, income taxes payable and other current liabilities		20,490		19,638
Total current liabilities		35,369		36,563
Capital lease obligations		2,807		3,608
Other long-term liabilities		2,419		1,754
Total liabilities		40,595		41,925
Stockholders' equity		424,602		413,204
Total liabilities and stockholders' equity	$	465,197	$	455,129