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) December 10, 2004

Irvine Sensors Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-08402	33-0280334
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3001 Red Hill Avenue, Costa Mesa, California	92626
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (714) 549-8211

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:

¨ 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 2.02. Results of Operations and Financial Condition.

On December 10, 2004, Irvine Sensors Corporation issued a press release announcing its financial results for its 2004 fiscal year ended October 3, 2004. A copy of the press release is furnished herewith as Exhibit No. 99.1.

The information contained in this report and in the exhibit attached to this report is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, or incorporated by reference in any registration statement or other filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated December 10, 2004, announcing Irvine Sensors Corporation’s financial results for its 2004 fiscal year ended October 3, 2004 (furnished herewith but not filed pursuant to Item 2.02).

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.

	IRVINE SENSORS CORPORATION
	(Registrant)
Dated: December 10, 2004	/s/ JOHN J. STUART, JR.
	John J. Stuart, Jr. Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release, dated December 10, 2004, announcing Irvine Sensors Corporation’s financial results for its 2004 fiscal year ended October 3, 2004 (furnished herewith but not filed pursuant to Item 2.02).

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

CONTACT:	Investor Relations
	Irvine Sensors Corporation
	714-444-8718
	investorrelations@irvine-sensors.com

FOR IMMEDIATE RELEASE

IRVINE SENSORS RELEASES FISCAL 2004 RESULTS

FOR IMMEDIATE RELEASE

COSTA MESA, CALIFORNIA — December 10, 2004 — Irvine Sensors Corporation (NASDAQ: IRSN, Boston Stock Exchange: ISC) today released its results for its 2004 fiscal year ended October 3, 2004. Fiscal 2004 total revenues were $13,919,800, up $1,277,500, or approximately 10%, from fiscal 2003 total revenues of $12,642,300. Approximately $11.9 million of the fiscal 2004 total revenues was derived from contract research and development, setting an annual record for such revenues for Irvine Sensors. Largely as a result of the increase in contract research and development revenue, net loss for fiscal 2004 decreased approximately 34% to $4,166,900 in fiscal 2004, as compared to the $6,345,100 net loss of fiscal 2003. The Company’s working capital at October 3, 2004 was $3,147,600, an approximate $3.4 million improvement over the prior year-end.

As previously announced, Irvine Sensors’ CEO Robert G. Richards and CFO John Stuart will host a web cast conference call to discuss the fiscal 2004 results on Tuesday, December 14, 2004 at 1:15 PM Pacific Time.

Irvine Sensors Corporation, headquartered in Costa Mesa, California, is primarily engaged in the sale of stacked chip assemblies and research and development related to high density electronics, miniaturized sensors and cameras, optical interconnection technology, high speed routers, image processing and low-power analog and mixed-signal integrated circuits for diverse systems applications.

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Irvine Sensors Corporation 2004 Fiscal Year Results Press Release

December 10, 2004

Page 2 of 3

Consolidated Statements of Operations

	Fiscal Year Ended
	October 3, 2004			September 28, 2003
Revenues:
Contract research and development revenue	$	11,879,700		$	10,367,900
Product sales		1,957,400			2,212,700
Other revenue		82,700			61,700
Total revenues		13,919,800			12,642,300
Cost and expenses:
Cost of contract research and development revenue		7,785,900			7,790,200
Cost of product sales		2,014,500			2,375,600
General and administrative expense		6,067,200			5,598,800
Research and development expense		2,080,600			2,668,200
		17,948,200			18,432,800
Loss from operations		(4,028,400	)		(5,790,500	)
Interest expense		(88,600	)		(182,400	)
Interest and other income		3,900			5,100
Loss on disposal and impairment of assets		(46,400	)		(369,400	)
Loss before minority interest and provision for income taxes		(4,159,500	)		(6,337,200	)
Minority interest in loss of subsidiaries		12,500			7,900
Provision for income taxes		(19,900	)		(15,800	)
Net loss		(4,166,900	)		(6,345,100	)
Imputed dividend on Series E stock issued		—			(1,013,100	)
Net loss applicable to common stockholders	$	(4,166,900	)	$	(7,358,200	)
Per share information:
Basic and diluted net loss per common share	$	(0.26	)	$	(0.82	)
Weighted average number of shares outstanding		15,799,200			8,958,200

Irvine Sensors Corporation 2004 Fiscal Year Results Press Release

December 10, 2004

Page 3 of 3

Consolidated Balance Sheets

	October 3, 2004			September 28, 2003
Assets
Current assets:
Cash and cash equivalents	$	2,064,100		$	1,166,800
Restricted cash		43,500			54,200
Accounts receivable, net of allowance for doubtful accounts of $85,000 and $57,700, respectively		1,327,000			443,500
Unbilled revenues on uncompleted contracts		930,600			598,100
Inventory, net		980,100			932,100
Other current assets		133,500			48,500
Total current assets		5,478,800			3,243,200
Equipment, furniture and fixtures, net		4,926,500			4,417,600
Patents and trademarks, net		748,300			707,400
Deposits		89,400			87,400
Total assets	$	11,243,000		$	8,455,600
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,320,000		$	1,620,600
Accrued expenses		824,500			806,100
Accrued loss on contracts		34,600			358,500
Advance billings on uncompleted contracts		33,800			437,000
Deferred revenue		—			251,700
Capital lease obligations – current portion		118,300			30,700
Total current liabilities		2,331,200			3,504,600
Capital lease obligations, less current portion		156,700			34,700
Minority interest in consolidated subsidiaries		419,000			431,500
Total liabilities		2,906,900			3,970,800
Stockholders’ Equity:
Preferred stock, $0.01 par value, 500,000 shares authorized; Series E convertible preferred stock, 0 and 2,083 shares outstanding		—			—
Common stock, $0.01 par value, 80,000,000 shares authorized; 17,806,300 and 12,947,700 shares issued and outstanding		178,100			129,500
Common stock warrants; 1,508,100 and 2,065,600 warrants outstanding		—			—
Common stock held by Rabbi Trust		(482,000	)		(250,000	)
Deferred compensation liability		482,000			250,000
Paid-in capital		118,285,100			110,315,500
Accumulated deficit		(110,127,100	)		(105,960,200	)
Total stockholders’ equity		8,336,100			4,484,800
	$	11,243,000		$	8,455,600