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: April 15, 2004

(Date of earliest event reported)

California Micro Devices Corporation

(Exact name of registrant as specified in its charter)

California	0-15449	94-2672609
(State or other jurisdiction of incorporation)	(Commission File Number)	(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 exhibits are included herewith as part of this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Exhibit 99.1, Registrant’s News Release dated April 15, 2004, which is furnished pursuant to Item 12 of Form 8-K.
99.2	Exhibit 99.2, Registrant’s Slideshow, presented April 20, 2004, which is furnished pursuant to Item 12 of Form 8-K.

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

On April 15, 2004, Registrant announced via news release updated estimates of financial results for its fiscal 2004 fourth quarter ended March 31, 2004 and for its entire fiscal 2004. 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.

On April 20, 2004, Registrant presented certain information concerning its fiscal 2004 fourth quarter ended March 31, 2004 and its entire fiscal 2004 via slideshow. The full text of the slideshow is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in this Form 8-K and in Exhibits 99.1 and 99.2 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. Except as provided in the following sentence, such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing. The information listed below shall be incorporated by reference into prior and future filings under the Securities Act and the Exchange Act which incorporate by general reference filings on Form 8-K during a time period which includes April 15-20, 2004:

a. The information in the first three paragraphs of the news release attached as Exhibit 99.1 to this Current Report on Form 8-K.

b. The following information contained in the slideshow attached as Exhibit 99.2 to this Current Report on Form 8-K:

i. Registrant had bookings of approximately $62 million during the fiscal year ended March 31, 2004.

ii. Registrant introduced 37 new products during the fiscal year ended March 31, 2004.

iii. Registrant estimated that it had achieved 545 design wins in the fiscal year ended March 31, 2004. In this regard, Registrant counts as a design win each decision by one of its customers to use one of its parts in one of their products that, based on their projected usage, will generate more than $100,000 of sales annually for Registrant when the product is in production.

iv. Registrant shipped approximately 102 million units of its application specific integrated passive (ASIP) products in the fourth fiscal quarter ended March 31, 2004, 76 million to customers in its mobile market and 26 million to customers in its computing and consumer electronics markets.

v. Registrant’s ASIP products were included in 165 different mobile handset platforms, with an average of 4.1 of Registrant’s parts per platform, in the quarter ended March 31, 2004.

vi. Registrant’s revenue from the sale of its ASIP products was approximately $31 million for the fiscal year ended March 31, 2004.

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 22nd day of April, 2004.

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 and Chief Financial Officer (Principal Financial Officer)

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Exhibit 99.1, Registrant’s News Release dated April 15, 2004, which is furnished pursuant to Item 12 of Form 8-K.
99.2	Exhibit 99.2, Registrant’s Slideshow, presented April 20, 2004, which is furnished pursuant to Item 12 of Form 8-K.

EX-99.1

Exhibit 99.1

California Micro Devices Raises March Quarter and Fiscal 2004 Estimates

MILPITAS, Calif., Apr 15, 2004 /PRNewswire-FirstCall via COMTEX/ – California Micro Devices (Nasdaq: CAMD) today raised its financial estimates for the fourth quarter of fiscal 2004, which ended March 31, 2004. Revenue is now expected to be between $15.6 and $15.8 million compared to prior guidance of between $14.7 and $15.5 million. Fully diluted earnings are now expected to be between $0.06 and $0.07 per share compared to prior guidance of between $0.04 and $0.06 per share. As was the case with the company’s prior guidance, the expected fully diluted earnings include a one-time charge of approximately $0.01 per share associated with refinancing the company’s Industrial Revenue Bonds.

“Revenue from our Mobile products in the March quarter was stronger than we had expected,” according to Robert V. Dickinson, president and CEO. “In addition, our total bookings were $16.8 million and design wins increased by more than twenty percent from the prior quarter to a new record level. We also generated cash from operations for the third consecutive quarter ending the quarter with a cash and cash equivalents balance of $20.3 million, up $3.7 million from $16.6 million at the end of December.”

Based on the revised March quarter estimates, fiscal 2004 revenue is now expected to reach a company record of between $59.3 and $59.5 million, representing an increase of more than 40 percent over fiscal 2003 revenue. Fully diluted fiscal 2004 earnings are now estimated to be between $0.18 and $0.19 per share compared to the fiscal 2003 net loss of $0.44 per share.

The company indicated that it expects revenue to increase sequentially in the June quarter by between 4 and 6 percent with continued growth in revenue from Mobile products and resumption in growth in revenue from Computing and Consumer products. Revenue from Medical products is expected to be flat to slightly down and revenue from Other products will continue to decline, as previously forecast. Gross margin for the June quarter is anticipated to be slightly lower than in the March quarter due primarily to a change in product mix.

Conference Call Scheduled For May 6, 2004

California Micro Devices Corporation will release its actual fourth quarter and fiscal 2004 year-end results on Thursday, May 6, 2004, after the close of trading. The company will hold a conference call on the same day at 2:00 p.m. Pacific Time to discuss its results.

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(TM) (ASIP(TM)) 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 which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. They are not 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 our estimated fourth quarter and fiscal year revenues and earnings per share and our expectations as to revenues, both overall and in specific markets, and gross margin for the first quarter of fiscal 2005. 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 distributor sell-through, draw-down of vendor managed inventory, and turns orders being as anticipated during the final few weeks of the quarter; our not discovering any unexpected expenses as we close the books for the quarter and fiscal year and continue the fiscal year audit, our new auditors confirming our accounting treatment of various matters; demand for our products continuing as anticipated in various markets during the first quarter with little or no price erosion; and our contract manufacturers and assemblers/testers continuing to make quality product in the volumes we order on time as well as other risk factors detailed in the company’s Form 8K, 10K, 10Q, and other 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 of 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.

NOTE: ASIP(TM) is a trademark of California Micro Devices. All other trademarks are property of their respective owners.

EX-99.2

Exhibit 99.2

Robert V. Dickinson President and CEO R. Gregory Miller Vice President and CFO

Offering Summary

• 1,300,000 shares of California Micro Devices Corporation common stock

• 15% over allotment

• All newly issued shares (no selling shareholders)

• Offered by:

• Needham & Company Inc.

• C.E. Unterberg Tobin

• Adams Harkness & Hill Inc.

Forward Looking Statements Disclaimer

This presentation contains forward-looking statements about future events, including projections of financial performance such as revenue, both overall and in specific markets, gross margin, and profit. These statements are based on our assumptions and expectations which may prove incorrect and our goals and objectives which may change.

These statements are subject to risks such as whether our target markets and our penetration of them grow as anticipated as well as other risks set forth in our Form 8-K, 10-Q, and 10-K and other SEC filings, our fourth quarter guidance press release and conference call transcript of mid-March available on our website and our fourth quarter updated estimate press release of April 15. Therefore, actual events or our financial results may differ materially. We disclaim any duty to update such statements.

Investment Highlights

• Clear strategy that is working

• Strong revenue growth in core business

• Return to profitability in fiscal 2004

• Growth through market penetration

• ASIP adoption gaining momentum

• End market strength a plus

• Large market opportunity

• Company well positioned

Agenda

• Performance metrics

• Strategy

• Growth drivers

• Market opportunity

• Customers and competition

• Financial performance

Revenue

Bookings

Design Wins

New Product Introductions

Strategy

• Focus on high volume markets

• Grow through market penetration as ASIP adoption accelerates

• Maintain technology and product leadership for ASIPs

• Be highly responsive to customer requirements

• Outsource manufacturing

• Develop/acquire complementary products

California Micro Devices Mobile, PC & Consumer Focus Applications

• Mobile Electronics

• Wireless Handsets

• Computer

• Notebooks

• Printers

• Flat Panel Displays

• Add-in Cards

• Consumer Electronics

• Digital TV

• Set-top Boxes

• DVD

What is an ASIP?

A single ASIPTM, the CSPEMI306A, replaces 30 discrete resistors, capacitors and diodes and provides world class ESD/EMI protection for data ports in one-tenth the space at lower total cost

Total Cost of Ownership

Source – iSuppli Corporation

ASIP Leadership

• Technology leader

• High frequency EMI filters

• Low capacitance ESD protection

• Broadest ASIP portfolio including lead-free and coated versions

• Setting de facto standards for ASIPs

• Shipped 100MU plus last quarter

ASIP Unit Shipments

Mobile Handsets In Production

Focus Applications

Application Specific Integrated Passives

• Protecting major internal and external data interfaces

• EMI filtering

• ESD Protection

• Combinations of EMI, ESD and termination

• Wide, fast parallel data interfaces particularly prone to EMI

• Imagers, LCDs

• Fast, serial interfaces particularly prone to ESD and capacitance issues

• HDMI, DVI, S-ATA, gigabit-Ethernet

• External I/O ports

• USB, Secure Digital, MMC, SIM

ASIPs for Wireless Handsets

ESD Protection

Š CSPESD301/2/3

Š CSPESD304

Š PACDN14xxC

Š PACDN24xxC

Š PACDN04x

Š PACDN004

Audio Port

Š CSPEMI200A

Š CSPEMI201A

Š CSPEMI202A

Š CSPEMI204

Š CSPEMI205

USB Solutions

Š PACUSB-Ux

Antenna

Š CM1214

Š CSPRC032A

LCD Data Lines

Š CM1405

Š CSPEMI606

Š CSPEMI607

Š CSPEMI608

SIM Card Slot

Š CSPEMI400

SD and MMC Memory Card

Š CM1423

Š CM1424

Data Port

Š CSPEMI306A

Š CSPEMI307A

ASIP and Analog for Consumer Electronics

• HDMI/DVI ESD

• DDR Power

• USB:

• ESD

• EMI

• Overcurrent

• Transceivers

• ESD for WLAN, audio

• LDOs and voltage supervisors

ASIP Market Opportunity

CMD Mobile Customers

• Designed into:

• 3 of the top 5

• Top 4 domestic Chinese suppliers

• Leading Korean and Taiwanese ODMs

Computing and Consumer Customers

• Designed into:

• 8 of top 10 notebook suppliers

• 9 of top 10 Taiwan notebook manufacturers

• Top 4 desktop suppliers

• 5 of top 5 Taiwan motherboard manufacturers

• Leading PC suppliers in China and Korea

• Leading consumer electronics suppliers

• 4 of top 5 printer suppliers

ASIP Competition

• ASIP Competition

• ST Micro

• ON Semiconductor

• Philips Semiconductor

• Semtech

• CMD is product and technology leader

• Typically first to define applications

• Competition follows CMD footprint

• STM and ON Semi have the closest technology

Revenue By Product Line

	FY01				FY02				FY03				FY04*				9 Mths		9 Mths
Revenues ($M)	$		Gr%		$		Gr%		$		Gr%		$		Gr%		FY02		FY03		Gr%
Mobile	$	0.8	NA		$	1.6	92	%	$	10.6	582	%					$	7.6	$	14.6	93	%
Comp/Cons	$	21.7	42	%	$	13.0	-40	%	$	15.3	17	%					$	10.9	$	12.7	16	%
Sub-Total Core	$	22.5	47	%	$	14.6	-35	%	$	25.9	78	%					$	18.5	$	27.3	48	%
Others	$	35.1	23	%	$	15.4	-56	%	$	16.3	6	%					$	12.9	$	16.4	27	%
Total	$	57.5	31	%	$	29.9	-48	%	$	42.2	41	%	$	59.4	41	%	$	31.4	$	43.7	39	%

Note: *Average of the current FY04 guidance range

P&L Trend

$M	FY01	FY02	FY03	FY04	Model
Revenue	$57.5	$29.9	$42.2	$59.3-59.5
GM%	32%	-27%	19%		40%
Op Ex%	26%	65%	32%		23-25%
Op Profit%	6%	-93%	-13%		15-17%
Net Income	$2.5	$(28.6)	$(6.5)
EPS	$0.20	$(2.33)	$(0.44)	$0.18-0.19

P&L Trend

$M	FY04Q1	FY04Q2	FY04Q3	FY03 9M	FY04 9M	Model
Revenue	$11.9	$14.9	$17.0	$31.4	$43.7
GM%	23%	33%	42%	25%	34%	40%
Op Ex%	31%	27%	26%	32%	28%	23-25%
Op Profit%	-8%	6%	16%	-7%	7%	15-17%
Net Income	$(0.1)	$0.7	$2.5	$(3.0)	$2.0
EPS	$(0.08)	$0.04	$0.12	$(0.21)	$0.11

Balance Sheet

($M)	FY03	FY04Q1	FY04Q2	FY04Q3	FY04Q4
Cash & Equivalents	4.5	3.3	10.4	16.6	20.3
Receivables	5.4	6.2	6.3	6.3
Inventory	3.6	3.4	4.4	5.4
Net Fixed Assets	10.1	9.5	8.7	7.5
Other Assets	1.8	1.7	1.3	2.1
Total Assets	25.4	24.2	31.1	37.9
Current Liabilities	9.3	9.7	10.6	12.4
Total Liabilities	17.6	17.6	18.2	19.6
Shareholder’s Equity	7.8	6.6	12.9	18.3
Total Liabilities & Equity	25.4	24.2	31.1	37.9

Investment Highlights

• Clear strategy that is working

• Strong revenue growth in core business

• Return to profitability in fiscal 2004

• Growth through market penetration

• ASIP adoption gaining momentum

• End market strength a plus

• Large market opportunity

• Company well positioned

Offering Summary

• 1,300,000 shares of California Micro Devices Corporation common stock

• 15% over allotment

• All newly issued shares (no selling shareholders)

• Offered by:

• Needham & Company Inc.

• C.E. Unterberg Tobin

• Adams Harkness & Hill Inc.