-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHHXplXSU01vWk/DHFzjgoZJ3/BNO+14qWk5xXd6BGqW7sgEe+u4YTE0OahRKMLz F5Y6PJIarLf5aoXPKBAAeg== 0000950005-02-000009.txt : 20020413 0000950005-02-000009.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950005-02-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020107 ITEM INFORMATION: Other events FILED AS OF DATE: 20020107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA MICRO DEVICES CORP CENTRAL INDEX KEY: 0000800460 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 942672609 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15449 FILM NUMBER: 2503233 BUSINESS ADDRESS: STREET 1: 215 TOPAZ ST CITY: MILPITAS STATE: CA ZIP: 95035-5430 BUSINESS PHONE: 4082633214 MAIL ADDRESS: STREET 1: 215 TOPAZ STREET STREET 2: 215 TOPAZ STREET CITY: MILPITAS STATE: CA ZIP: 95035-5430 8-K 1 p14821_form8k.txt FORM 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 7, 2002 California Micro Devices Corporation ------------------------------------ (Exact name of registrant as specified in its charter) California 0-15449 94-2672609 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 215 Topaz Street, Milpitas, CA 95035-5430 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408)263-3214 ------------- Not Applicable -------------- (Former name or former address, if changed since last report) Item 5. Other Events On January 7, 2002, California Micro Devices Corporation (the "Registrant") announced affirmation of its December quarter guidance. A copy of the press release issued by the Registrant on January 7, 2002 concerning the foregoing is filed herewith as Exhibit 99.1 and is incorporated herein by reference. 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. Dated: January 7, 2002 CALIFORNIA MICRO DEVICES CORPORATION By: /s/ John E. Trewin ------------------------------------ John E. Trewin Vice President and Chief Financial Officer EX-99.1 3 p14821_ex99-1.txt PRESS RELEASE EXHIBIT 99.1 CALIFORNIA MICRO DEVICES NEWS RELEASE For More Information Contact: Robert V. Dickinson, President and CEO 408.934.3172 bobd@calmicro.com John E. Trewin, CFO and VP, Finance 408.934.3103 johnt@calmicro.com California Micro Devices Affirms December Quarter Guidance Balance sheet projects increased cash and reduced inventory; leading indicators show positive trend. MILPITAS, Calif. - January 7, 2002 - California Micro Devices (Nasdaq:CAMD) today affirmed its prior guidance for the December quarter (fiscal Q3) that revenue would be in the range of $7.0 to $7.5 million, and pro forma net loss per share, before restructuring and other charges related to adopting a new manufacturing model, would be in the range of $0.38 to $0.40. The company also projected a strengthened fiscal Q3 balance sheet reflecting increased cash from its recent private equity placement as well as continued progress in its inventory reduction program. Including the proceeds from its $8.2 million private placement, reported on December 3, 2001, the company's cash balance at the end of fiscal Q3 totals approximately $10.6 million, up from the $4.5 million in the prior quarter. "While our fiscal Q3 revenue and EPS outlook are both down from the prior quarter, I'm pleased to confirm that our bookings, backlog, and book-to-bill are running ahead of the prior quarter," said Robert V. Dickinson, president and CEO. "These leading indicators are encouraging and reflect a positive impact from both improving market conditions and our sharpened focus in marketing and sales." In fiscal Q2, which ended September 30, 2001, the company reported $8.6 million revenue and $0.31 per share loss, before restructuring and other charges. As part of its continuing transition to a streamlined manufacturing model, the company has identified certain products that will no longer be economical to produce. The company's fiscal Q3 financial statements will reflect reserve provisions of approximately $4.3 million for discontinuing these products, and include these provisions in the total manufacturing transition charges, which the company now estimates will be approximately $11 million compared to its initial guidance of $10 million. As previously discussed, the company confirmed that an imbalance in distributor inventories resulted in some missed revenue opportunities in the third quarter. Dickinson added, "We will be monitoring distributor inventories more closely in the future, and plan to offer a distributor inventory exchange program, wherein certain distributors will be given the option to exchange slower moving products in their inventory for products with strong current market demand." He noted that the financial impact of this exchange program would be included in the $11 million estimate cited above. California Micro Devices Corporation will release its actual third quarter results on Thursday, January 24, 2002, after the close of trading. The company will hold a conference call on the same day at 2:00 p.m. Pacific Time (5:00 p.m. EDT) to discuss its results. - more - Needham & Company Financial Growth Conference California Micro Devices will present at Needham & Company's fourth annual Financial Growth Conference on January 9, 2002 at 11:30 a.m. EDT (8:30 a.m. PDT). A live webcast of the presentation may be accessed at www.calmicro.com within the company's Investor Relations web page; interested parties are advised to log in at least 15 minutes early to download and install any necessary audio software. A replay of the presentation will be indexed and archived on the company's web site and will be available three hours following completion of the event through January 18, 2002. California Micro Devices Corporation California Micro Devices Corporation is a leading supplier of Application Specific Integrated Passive(TM) (ASIP) networks and related analog semiconductors. Within the company's broad product line are highly integrated solutions that ensure signal integrity, EMI (electromagnetic interference) filtering, ESD (electrostatic discharge) protection and smart power management for a broad spectrum of computing, communications, consumer, medical and lighting applications. Detailed corporate and product information may be accessed at www.calmicro.com. All statements contained in this press release that are not historical facts are forward-looking statements. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. They are not historical facts or guarantees of future performance or events. Rather, they are based on current expectations, estimates, beliefs, assumptions, and goals and objectives and are subject to uncertainties that are difficult to predict. As a result, our actual results may differ materially from the statements made. Often such statements can be identified by their use of words such as will, intends, expects, plans, believes, anticipates, expects, and estimates. Forward-looking statements made in this release include our expectation of revenue and loss for the third quarter and our estimated inventory reserve at the end of the third quarter as well as our plans for a distributor inventory exchange program. These forward-looking statements are based upon our assumptions about and assessment of the future, which may or may not prove true, and involve a number of risks and uncertainties including, but not limited to, distributor sell-through continuing as anticipated as well as other risk factors detailed in the Company's Form 8K, 10K, and 10Q filings with the Securities and Exchange Commission. Due to these and other risks, the Company's future actual results could differ materially from those discussed above. These forward-looking statements speak only as to the date of this release, and, except as required by law, we undertake no obligation to publicly release updates or revisions to these statements, whether as a result of new information, future events, or otherwise. # # # -----END PRIVACY-ENHANCED MESSAGE-----