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: July 29, 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

TABLE OF CONTENTS

Item 7. Financial Statements and Exhibits

Item 12. Results of Operations and Financial Condition

Signatures

Index to Exhibits

Exhibit 99.1

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 July 29, 2004, which is furnished pursuant to Item 12 of Form 8-K.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 29, 2004, Registrant announced via news release its financial results for its fiscal 2005 first quarter ended June 30, 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.

SIGNATURES

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 29^th day of July, 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 July 29, 2004, which is furnished pursuant to Item 12 of Form 8-K.

EX-99.1

Exhibit 99.1

California Micro Devices Corporation

NEWS RELEASE

For More Information Contact:

Greg Miller, Chief Financial Officer

(408) 934-3144

gregm@calmicro.com

California Micro Devices Presents June Quarter Financial Results

MILPITAS, Calif. – July 29, 2004 – California Micro Devices (NASDAQ: CAMD) today announced its financial results for the first quarter of fiscal 2005, which ended on June 30, 2004. Revenue was $16.5 million, compared to $15.8 million in the prior quarter and $11.9 million in the same quarter a year ago. Diluted earnings per share were $0.09 compared to $0.08 in the prior quarter and a net loss per share of $0.08 a year ago. As previously announced, earnings for the quarter include a one-time charge of approximately $123,000 associated with the early retirement of the company’s Silicon Valley Bank loans while earnings last quarter included a one-time charge of approximately $219,000 related to the early retirement of our Industrial Revenue Bonds.

“Our June quarter revenue growth was driven by a 14 percent sequential increase in the sale of products for the Mobile market,” said Robert V. Dickinson, president and CEO. “Revenue from Computing and Digital Consumer products was flat, partly due to weaker than expected demand for both notebook and desktop computers, while non-core revenue declined as anticipated. I’m pleased to report that revenue from Mobile products was more than two-and-a-half times what it was in the June quarter of last year while the total revenue from our core business grew by 75 percent.”

Posting a five percent sequential increase in bookings and a book-to-bill ratio slightly over one in its core business, the company saw overall bookings drop by nine percent from the prior quarter due to a decline in orders for Medical products. “Design wins for the quarter reached a new high of 195 with record levels both for Mobile and for Computing and Digital Consumer products,” Dickinson added.

Guidance Conference Call Today

California Micro Devices will hold a conference call today at 2:00 p.m. Pacific Time to discuss its June quarter financial results. Within the USA, interested parties can access the conference call by dialing (800) 218-8862. International parties may gain access by dialing (303) 262-2075. No password is necessary.

Telephone replay of the conference call will be available from 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 570198. International callers may gain access by dialing (303) 590-3000 and entering 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 digital consumer 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. 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, the 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^™ and Application Specific Integrated Passive^™ are trademarks of California Micro Devices.

All other trademarks are property of their respective owners.

California Micro Devices Corporation

CONDENSED BALANCE SHEETS

(amounts in thousands, except share quantities)

	June 30, 2004			March 31, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	14,926		$	20,325
Short-term investments		17,325			—
Accounts receivable, less allowance for doubtful accounts of $76 and $76, respectively		8,841			6,134
Inventories		6,883			6,521
Prepaid expenses and other current assets		870			911
Total current assets		48,845			33,891
Property, plant and equipment, net		7,088			6,985
Other long-term assets		177			229
TOTAL ASSETS	$	56,110		$	41,105
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,600		$	4,498
Accrued liabilities		2,451			4,560
Deferred margin on shipments to distributors		2,776			2,459
Current maturities of long-term debt and capital lease obligations		234			2,568
Total current liabilities		12,061			14,085
Long-term debt and capital lease, less current maturities		21			4,684
Other long-term liabilities		30			33
Total liabilities		12,112			18,802
Commitments and contingencies
Shareholders’ equity:
Common stock—no par value; 25,000,000 shares authorized; shares issued and outstanding: 21,446,811 as of June 30, 2004 and 19,788,088 as of March 31, 2004		104,729			84,991
Accumulated other comprehensive income (loss)		(1	)		—
Accumulated deficit		(60,730	)		(62,688	)
Total shareholders’ equity		43,998			22,303
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	56,110		$	41,105

California Micro Devices Corporation

CONDENSED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,
	2004		2003
Net sales	$	16,472	$	11,909
Cost and expenses:
Cost of sales		9,906		9,156
Research and development		1,206		1,052
Selling, general and administrative		3,226		2,678
Total costs and expenses		14,338		12,886
Operating income (loss)		2,134		(977	)
Other expense, net		115		243
Income (loss) before income taxes		2,019		(1,220	)
Income taxes		61		—
Net income (loss)	$	1,958	$	(1,220	)
Net income (loss) per share–basic	$	0.09	$	(0.08	)
Weighted average common shares and share equivalents outstanding–basic		20,772		15,885
Net income (loss) per share–diluted	$	0.09	$	(0.08	)
Weighted average common shares and share equivalents outstanding–diluted		22,760		15,885