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: May 6, 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 exhibit is 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 May 6, 2004, which is furnished pursuant to Item 12 of Form 8-K.

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

On May 6, 2004, Registrant announced via news release its 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.

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 6^th day of May, 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 & Administration (Principal Financial Officer)

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Exhibit 99.1, Registrant’s News Release dated May 6, 2004, 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) 934-3144

gregm@calmicro.com

California Micro Devices Reports March Quarter and Fiscal 2004 Results

Third consecutive profitable quarter plus record revenue in fiscal 2004

MILPITAS, Calif., — May 6, 2004 — California Micro Devices (NASDAQ: CAMD) today announced financial results for the fourth quarter of fiscal 2004, which ended March 31, 2004. Revenue was $15.8 million compared to $17.0 million in the prior quarter and $10.8 million a year ago. Fully diluted earnings were $0.08 per share compared to $0.12 in the prior quarter and a net loss of $0.22 a year ago. Fully diluted earnings for the March quarter include a one time charge of approximately $0.01 per share associated with refinancing the company’s Industrial Revenue Bonds. Gross margin for the quarter was 41 percent.

For fiscal 2004, California Micro Devices reported revenue of $59.6 million, representing an all time high and the second consecutive year in which revenue increased by more than 40 percent. Fully diluted fiscal 2004 earnings were $0.20 per share compared to a fiscal 2003 net loss of $0.44 per share.

“Strong demand leading to record revenue for our Mobile products was the key factor in achieving our third consecutive profitable quarter, capping a year in which revenue reached an all time high and we returned to profitability,” according to Robert V. Dickinson, president and CEO. “Bookings in Q4 were $16.8 million while design wins reached a record level, increasing by twenty percent sequentially. We also generated cash from operations for the third consecutive quarter. This, along with cash received from equity purchases, resulted in our ending the quarter with a balance of $20.3 million in cash and cash equivalents, up $3.7 million from $16.6 million at the end of December.”

Dickinson noted that the recent public offering of 1,300,000 shares of common stock had further strengthened the balance sheet, and that $6.6 million of the approximately $17.9 million of net proceeds have been used for repayment of debt and equipment lease obligations with the balance being available for general corporate purposes.

For the first quarter of fiscal 2005, which ends June 30, 2004, the company expects revenue to increase sequentially between 4 and 6 percent as previously indicated. Revenue from Mobile products and revenue from Computing and Consumer products are both expected to grow sequentially while revenue from Medical products is expected to be flat to slightly down. Revenue from Other products is expected to continue to decline as previously forecast. Gross margin is expected to be slightly down sequentially due primarily to a change in product mix.

Conference Call Today

California Micro Devices will hold a conference call today at 2:00 p.m. Pacific Time to discuss its March quarter and fiscal 2004 financial results. Within the USA, interested parties can access the conference call by dialing (800) 867-0938. International parties may gain access by dialing (303) 262-2142. No password is necessary.

Telephone replay of the conference call will be available at approximately 4:00 p.m. Pacific Time today, and continuing for one year. To access this recording from within the USA, please dial (800) 405-2236 and enter the conference pass code 578276. International callers may gain access by dialing (303) 590-3000 and entering the same pass code.

California Micro Devices Corporation • 430 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112

www.calmicro.com • Tel: 408.263-3214 • Fax: 408.263-7846

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 plus power management and interface 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 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, demand for our customers’ products and hence our devices continuing as anticipated in various markets during the first quarter; there being little or no price erosion for our devices due to competition and second sourcing or otherwise; and our contract manufacturers and assemblers/testers continuing to make quality product in the volumes we order on time and at the same cost to us 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.

# # #

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

California Micro Devices Corporation • 430 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112

www.calmicro.com • Tel: 408.263-3214 • Fax: 408.263-7846

CALIFORNIA MICRO DEVICES CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

	Three Months Ended March 31,						Twelve Months Ended March 31,
	2004			2003			2004		2003
Net sales	$	15,837		$	10,771		$	59,560	$	42,184
Costs and expenses:
Cost of sales		9,280			10,600			38,188		34,051
Research and development		1,291			1,020			4,554		3,719
Selling, general and administrative		3,121			2,414			11,984		10,033
Special charges		—			—			—		(193	)
Total costs and expenses		13,692			14,034			54,726		47,610
Operating income (loss)		2,145			(3,263	)		4,834		(5,426	)
Other expense, net		416			277			1,077		1,065
Income (loss) before income taxes		1,729			(3,540	)		3,757		(6,491	)
Income tax expense (benefit)		(41	)		—			—		—
Net income (loss)	$	1,770		$	(3,540	)	$	3,757	$	(6,491	)
Net income (loss) per share:
Basic	$	0.09		$	(0.22	)	$	0.21	$	(0.44	)
Diluted	$	0.08		$	(0.22	)	$	0.20	$	(0.44	)
Weighted average common shares and share equivalents outstanding:
Basic		19,610			15,861			18,061		14,717
Diluted		21,672			15,861			19,064		14,717

California Micro Devices Corporation • 430 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112

www.calmicro.com• Tel: 408.263-3214 • Fax: 408.263-7846

CALIFORNIA MICRO DEVICES CORPORATION

CONDENSED BALANCE SHEETS

(amounts in thousands)

	March 31, 2004			March 31, 2003
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	20,325		$	4,513
Accounts receivable, net		6,134			5,281
Inventories		6,521			3,577
Prepaids and other current assets		911			652
Total current assets		33,891			14,023
Property, plant and equipment, net		6,985			10,087
Restricted cash		—			880
Other long-term assets		229			415
Total assets	$	41,105		$	25,405
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,498		$	3,195
Accrued liabilities		4,560			2,631
Deferred margin on shipments to distributors		2,459			1,873
Current maturities of long-term debt and capital lease obligations		2,568			1,603
Total current liabilities		14,085			9,302
Long-term debt and capital lease obligations, less current maturities		4,684			8,308
Other long-term liabilities		33			—
Total liabilities		18,802			17,610
Shareholders’ equity:
Common stock - no par value; 25,000,000 shares authorized; shares issued and outstanding: 19,788,088 as of March 31, 2004 and 15,881,176 as of March 31, 2003		84,991			74,240
Accumulated deficit		(62,688	)		(66,445	)
Total shareholders’ equity		22,303			7,795
Total liabilities and shareholders’ equity	$	41,105		$	25,405

California Micro Devices Corporation • 430 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112

www.calmicro.com • Tel: 408.263-3214 • Fax: 408.263-7846