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: October 23, 2003

(Date of earliest event reported)

California Micro Devices Corporation

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation) 0-15449 (Commission File Number) 94-2672609 (IRS Employer Identification No.)

430 N. McCarthy Blvd., No. 100, Milpitas, CA 95035-5112

(Address of principal executive offices)                                 (Zip Code)

Registrant’s telephone number, including area code: (408) 263-3214

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

The following exhibit is filed herewith as part of this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Exhibit 99.1, Registrant’s News Release dated October 23, 2003, which is furnished pursuant to Item 12 of Form 8-K.

ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 23, 2003, Registrant announced via news release its fiscal Q2 financial results. The full text of the news release issued in connection with that announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 23rd day of October, 2003.

CALIFORNIA MICRO DEVICES CORPORATION (Registrant)
By:	/s/    ROBERT V. DICKINSON
	ROBERT V. DICKINSON President and Chief Executive Officer
By:	/s/    R. GREGORY MILLER
	R. GREGORY MILLER Vice President Finance & Administration (Principal Financial Officer)

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Exhibit 99.1, Registrant’s News Release dated October 23, 2003, which is furnished pursuant to Item 12 of Form 8-K.

EX-99.1

Exhibit 99.1

NEWS RELEASE

For More Information Contact:

Greg Miller, Chief Financial Officer

(408) 263-3214

gregm@calmicro.com

California Micro Devices Reports September Quarter Financial Results

Net profit of $0.04 per share and revenues of $14.9 million exceed guidance

MILPITAS, Calif. – Oct. 23, 2003 – California Micro Devices (NASDAQ: CAMD) today announced financial results for the second quarter of fiscal 2004, which ended September 30, 2003. Net profit per share of $0.04 exceeded guidance, compared to net losses of $0.08 in the prior quarter and $0.14 a year ago. Revenue of $14.9 million also exceeded guidance, representing a 25 percent increase over the $11.9 million in the prior quarter, and a 38 percent increase over the $10.8 million in the same quarter a year ago.

“Our fiscal Q2 financial performance signals a clear turnaround for our company, validating the strategy we put in place more than two years ago to more tightly focus our market strategy and adopt a ‘fab lite’ manufacturing model,” said Robert V. Dickinson, president and CEO. “In addition to our return to profitability for the first time since Q3 of fiscal 2001, our quarterly revenue reached the highest level in three years.”

Fiscal Q2 revenue growth was driven primarily by exceptionally strong demand for Mobile products together with strong shipments and higher prices for Medical products. Revenue from Computing products also grew in the quarter due partly to seasonal strength. Commenting on leading indicators, Dickinson reported that bookings in the quarter grew to $15.4 million, the highest level in three years, and that the number of design wins grew to 120, an all-time high. He further noted that a major process technology enhancement plus a number of noteworthy products were introduced during the quarter.

For the September quarter, California Micro Devices reported it had positive operating cash flow and that its cash balance increased to $10.4 million from the $3.3 million at the end of the prior quarter. The company also confirmed it was in full compliance with all debt covenants.

Guidance Conference Call Today

California Micro Devices will hold a conference call today at 2:00 p.m. Pacific Time to discuss its September quarter results. Within the USA, interested parties can access the conference call by dialing (800) 218-9073. International parties may access the conference call by dialing (303) 205-0044. No password is necessary.

Telephone replay of the conference call will be available from approximately 4:00 p.m. Pacific Time today until midnight Pacific Time on December 15th. To access this recording, please dial (800) 405-2236 and enter the conference pass code 552079. International callers may dial (303) 590-3000 and enter the same pass code.

About California Micro Devices Corporation

California Micro Devices Corporation is a leading supplier of application-specific analog semiconductor products for the mobile, computing, and consumer electronics markets. Key products include application-specific integrated passive (ASIP^™) devices and power management ICs. 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, and estimates. Forward looking statements made in this release include that the financial results achieved in the second fiscal quarter signal a clear turnaround for the company and validate our market focus and fab-lite strategy. 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, our unit sales continuing or growing due to growth in or our increased penetration of our target markets, competitive pressures not eroding our prices, and our contract manufacturer continuing to produce quality product in a timely manner 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.

# # #

ASIP^™ is a trademark of California Micro Devices. All other trademarks are property of their respective owners.

CALIFORNIA MICRO DEVICES CORPORATION

Condensed Statements of Operations

(amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended September 30,					Six Months Ended September 30,
	2003		2002			2003			2002
Net sales	$	14,857	$	10,761		$	26,766		$	20,129
Costs and expenses:
Cost of sales		9,986		9,061			19,142			15,467
Research and development		991		894			2,043			1,776
Selling, general and administrative		2,990		2,507			5,668			5,167
Total costs and expenses		13,967		12,462			26,853			22,410
Operating profit (loss)		890		(1,701	)		(87	)		(2,281	)
Other expense, net		208		265			451			506
Net income (loss)	$	682	$	(1,966	)	$	(538	)	$	(2,787	)
Net income (loss) per share—basic	$	0.04	$	(0.14	)	$	(0.03	)	$	(0.20	)
Net income (loss) per share—diluted	$	0.04	$	(0.14	)	$	(0.03	)	$	(0.20	)
Weighted average common shares outstanding—basic		17,642		14,209			16,764			14,069
Weighted average common shares outstanding—diluted		17,967		14,209			16,764			14,069

CALIFORNIA MICRO DEVICES CORPORATION

Condensed Balance Sheets

(amounts in thousands)

	September 30, 2003			March 31, 2003*
	(unaudited)
ASSETS
Current assets:
Cash and short-term investments	$	10,428		$	4,513
Accounts receivable, net		5,995			5,281
Inventories		4,361			3,577
Prepaid expenses and other current assets		224			652
Total current assets		21,008			14,023
Property, plant and equipment, net		8,688			10,087
Restricted cash		980			880
Other long-term assets		413			415
Total assets	$	31,089		$	25,405
LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,026		$	3,195
Accrued liabilities		3,554			2,631
Deferred margin on shipments to distributors		1,357			1,873
Current maturities of long-term debt and capital lease obligations		1,659			1,603
Total current liabilities		10,596			9,302
Long-term debt, less current maturities		7,535			8,308
Other long-term liabilities		38			—
Total liabilities		18,169			17,610
Shareholders’ equity:
Common stock		79,903			74,240
Accumulated deficit		(66,983	)		(66,445	)
Total shareholders’ equity		12,920			7,795
Total liabilities and shareholders’ equity	$	31,089		$	25,405

* Derived from audited financial statements.