8-K

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 23, 2008

CIRRUS LOGIC, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-17795	77-0024818
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

2901 Via Fortuna, Austin, TX	78746
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 851-4000

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 July 23, 2008, Cirrus Logic, Inc. issued a press release reporting its financial results for the first quarter of fiscal year 2009 ended June 28, 2008. A copy of this press release is attached to this Report as exhibit 99.1.  All of the information furnished in Item 2.02 of this Report and the accompanying exhibit shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01     Financial Statements and Exhibits.

(d)       Exhibits

Exhibit	Description
Exhibit 99.1	Cirrus Logic, Inc. press release dated July 23, 2008

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 thereunto duly authorized.

		CIRRUS LOGIC, INC.
Date:	July 23, 2008	By:	/s/ Thurman K. Case
			Name: Thurman K. Case
			Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Registrant’s press release dated July 23, 2008.

Exhibit 99.1

EX-99.1

Exhibit 99.1

Cirrus Logic Reports Fiscal Q1 2009 Financial Results

Reports 7% Revenue Growth Year Over Year

AUSTIN, Texas--(BUSINESS WIRE)--Cirrus Logic Inc. (Nasdaq: CRUS), a leader in high-precision analog and digital signal processing components, today announced financial results for the first quarter of fiscal year 2009, which ended June 28, 2008.

The company reported first quarter fiscal year 2009 revenue of $44.0 million, compared with $41.1 million during the first quarter of fiscal year 2008 and $44.8 million in the previous quarter. Gross margin for the quarter was 56 percent compared with 59 percent for the first quarter of fiscal year 2008 and 55 percent in the previous quarter. These first quarter results included approximately $700,000 of revenue and approximately $200,000 in costs of sales associated primarily with the shipment of end of life products from Caretta Integrated Circuits.

Total GAAP operating expenses for the quarter were $23.6 million, which included stock-based compensation, acquisition-related amortization of intangibles, and vacated facility-related charges of approximately $2.1 million. Cirrus Logic reported first quarter GAAP net income of $2.1 million, or $0.03 per share based on 67.2 million average diluted shares outstanding. Excluding the items noted above, non-GAAP net income was $3.7 million, or $0.06 earnings per share.

Total cash and marketable securities at the end of the first fiscal quarter was $103 million, compared with $187 million at the end of the prior fiscal quarter. As previously announced, during the first quarter the company completed its $150 million share repurchase program.

Outlook for Second Quarter FY 2009 (ending September 27, 2008):

• Revenue is expected to range between $50 million and $54 million;
• Gross margin is expected to be between 53 percent and 55 percent; and
• Combined R&D and SG&A expenses are expected to range between $23 million and $25 million, which include approximately $2.0 million in share-based compensation and amortization of acquisition-related intangibles expenses.

“We’re pleased with our financial performance in Q1, especially in light of current challenging market conditions. Revenues were up year over year and we continue to drive operating expenses down,” said Jason Rhode, president and chief executive officer. “Our guidance for the September quarter reflects our expectation for meaningful revenue growth in the second half of this calendar year, driven by strong demand for our portable audio products.”

Conference Call

Cirrus Logic management will hold a conference call to discuss the company’s results for the first quarter of fiscal year 2009, on July 23, 2008, at 5:00 p.m. EDT. Those wishing to join should call 303-205-0066 (passcode: Cirrus Logic) at approximately 4:50 p.m. EDT. A replay of the conference call will also be available beginning one hour after the completion of the call, until July 30, 2008. To access the recording, call 303-590-3000 (passcode: 11117098#). A live and an archived webcast of the conference call will also be available via the investor section of company’s Web site at www.cirrus.com.

Cirrus Logic, Inc.

Cirrus Logic develops high-precision, analog and mixed-signal integrated circuits for a broad range of consumer and industrial markets. Building on its diverse analog and signal-processing patent portfolio, Cirrus Logic delivers highly optimized products for consumer and commercial audio, automotive entertainment, and industrial and aerospace applications. The company operates from headquarters in Austin, Texas, with offices in Tucson, Ariz., Europe, Japan and Asia. More information about Cirrus Logic is available at www.cirrus.com.

Use of non-GAAP Financial Information

To supplement Cirrus Logic's financial statements presented on a GAAP basis, Cirrus has provided non-GAAP net earnings, and non-GAAP diluted earnings per share. A reconciliation of the adjustments to GAAP results for this quarter is included in the tables below. Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes. In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company. As a note, the non-GAAP financial information used by Cirrus Logic may differ from that used by other companies. These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.

Safe Harbor Statement

Except for historical information contained herein, the matters set forth in this news release contain forward-looking statements, including our projections for revenue growth and market share gains, and estimates of second quarter fiscal year 2009 revenue, gross margin, combined research and development and selling, general and administrative expense levels, and share-based compensation expense. In some cases, forward-looking statements are identified by words such as “expect,” “anticipate,” “target,” “project,” “believe,” “goals,” “opportunity,” “estimates,” and “intend,” variations of these types of words and similar expressions are intended to identify these forward-looking statements. In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, the following: overall economic pressures and general market and economic conditions; overall conditions in the semiconductor market; our ability to introduce new products on a timely basis and to deliver products that perform as anticipated; risks associated with international sales and international operations; the level of orders and shipments during the second quarter of fiscal year 2009, as well as customer cancellations of orders, or the failure to place orders consistent with forecasts; pricing pressures; hardware or software deficiencies; our dependence on subcontractors for assembly, manufacturing, packaging and testing functions; our ability to make continued sufficient investments in research and development; foreign currency fluctuations; the retention of key employees; expenses associated with on-going litigation related to the Company’s stock option program; and the risk factors listed in our Form 10-K for the year ended March 29, 2008, and in our other filings with the Securities and Exchange Commission, which are available at www.sec.gov. The foregoing information concerning our business outlook represents our outlook as of the date of this news release, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

Cirrus Logic and Cirrus are trademarks of Cirrus Logic Inc.

Summary financial data follows:

CIRRUS LOGIC, INC.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(unaudited)
(in thousands, except per share data)
	Quarter Ended
	Jun. 28,		Mar. 29,		Jun. 30,
	2008		2008		2007
Net revenue	$	44,011	$	44,822	$	41,124
Cost of sales		19,360		20,115		16,759
Gross Margin		24,651		24,707		24,365
Gross Margin Percentage		56.0%		55.1%		59.2%
Operating expenses:
Research and development		11,605		12,326		10,913
Selling, general and administrative		12,003		13,304		12,981
Restructuring and other costs		-		12,095		-
Total operating expenses		23,608		37,725		23,894
Income (loss) from operations		1,043		(13,018)		471
Interest income, net		936		2,411		3,507
Other income (expense), net		195		(73)		26
Income (loss) before income taxes		2,174		(10,680)		4,004
Provision for income taxes		36		3,005		15
Net income (loss)	$	2,138	$	(13,685)	$	3,989
Basic income (loss) per share:	$	0.03	$	(0.16)	$	0.05
Diluted income (loss) per share:	$	0.03	$	(0.16)	$	0.04
Basic weighted average common shares outstanding		66,622		85,310		88,490
Diluted weighted average common shares outstanding		67,213		85,310		89,669
Prepared in accordance with Generally Accepted Accounting Principles

CIRRUS LOGIC, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
unaudited; in thousands
			Jun. 28,		Mar. 29,		Jun. 30,
			2008		2008		2007
	ASSETS
	Current assets
		Cash and cash equivalents	$	41,405	$	56,614	$	97,566
		Restricted investments		5,755		5,755		5,755
		Marketable securities		55,747		125,129		174,242
		Accounts receivable, net		21,554		22,652		19,428
		Inventories		24,006		22,464		17,512
		Other current assets		8,973		10,041		14,138
		Total Current Assets		157,440		242,655		328,641
	Property and equipment, net			20,332		20,961		10,508
	Intangibles, net			25,212		26,044		11,246
	Goodwill			6,194		6,194		6,461
	Investment in Magnum Semiconductor			-		-		3,657
	Other assets			2,393		2,452		1,900
		Total Assets	$	211,571	$	298,306	$	362,413
	LIABILITIES AND STOCKHOLDERS' EQUITY
	Current liabilities
		Accounts payable	$	15,235	$	16,164	$	11,643
		Accrued salaries and benefits		6,159		7,085		6,565
		Other accrued liabilities		8,686		18,081		9,890
		Deferred income on shipments to distributors		5,809		6,584		5,362
		Income taxes payable		84		76		6
		Total Current Liabilities		35,973		47,990		33,466
	Long-term restructuring accrual			1,554		1,818		2,995
	Other long-term obligations			7,321		7,563		9,664
	Stockholders' equity:
		Capital stock		940,702		937,716		932,689
		Accumulated deficit		(773,288)		(696,557)		(615,616)
		Accumulated other comprehensive loss		(691)		(224)		(785)
		Total Stockholders' Equity		166,723		240,935		316,288
		Total Liabilities and Stockholders' Equity	$	211,571	$	298,306	$	362,413
Prepared in accordance with Generally Accepted Accounting Principles

CIRRUS LOGIC, INC.
RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION
(unaudited, in thousands, except per share data)
(not prepared in accordance with GAAP)
We use these Non-GAAP financial numbers to assist us in the management of the Company because we believe that this information provides a more consistent and complete understanding of the underlying results and trends of the ongoing business due to the uniqueness of these charges.
	Quarter Ended
	Jun. 28,
	2008
Net Income Reconciliation
GAAP net income	$	2,138
Non-GAAP adjustments:
Adjust:
Stock compensation expense		1,538
Amortization of acquisition intangibles		364
Facility and other related adjustments		261
Net revenue impact related to Caretta		(692)
Costs of sales associated with Caretta during the quarter		132
Non-GAAP net income	$	3,741
EPS Reconciliation
GAAP diluted earnings per share	$	0.03
Non-GAAP adjustments:
Effect of stock compensation expense		0.03
Effect of amortization of acquisition intangibles		0.01
Effect of facility and other related adjustments		-
Effect of revenue impact related to Caretta		(0.01)
Effect of cost of sales related to Caretta		-
Non-GAAP diluted earnings per share	$	0.06
Operating Expense Reconciliation
GAAP Operating Expenses	$	23,608
Non-GAAP adjustments:
Less:
Stock compensation expense		1,473
Amortization of acquisition intangibles		364
Facility adjustments on subleases		261
Non-GAAP Operating Expenses	$	21,510

CONTACT:
Cirrus Logic, Inc., Austin
Investor Contact:
Thurman K. Case, 512-851-4125
Chief Financial Officer
InvestorRelations@cirrus.com