8-K

UNITED STATES

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: January 18, 2005

(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

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

TABLE OF CONTENTS

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a) Following the recommendation of management, Registrant’s audit committee on January 18, 2005, concluded that Registrant’s financial statements for the quarters, interim periods, and fiscal year for 2004 and for the first two quarters and six-month period of fiscal 2005 should be restated and therefore no longer be relied upon because of errors in such financial statements as addressed in Accounting Principles Board Opinion No. 20. These errors resulted from Registrant recognizing certain costs from vendors in the incorrect quarter. Exhibit 99.1 shows for each period, certain items excerpted from the income statement and balance sheet as reported, the adjustments to be made to such items, and such items as restated. Registrant intends to file amendments to its quarterly reports on Form 10-Q for the first and second quarters of fiscal 2005 and to its annual report on Form 10-K for fiscal 2004 to reflect these restatements. Registrant’s audit committee has discussed with Registrant’s independent accountant the matters disclosed in this Item 4.02(a).

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1, Financial Statement Adjustments for FY04 and First Six Months of FY05, is filed pursuant to Item 4.02(a) of Form 8-K.

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 20^th day of January, 2005.

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 (Principal Financial Officer)

Exhibit Index

Exhibit	Description
99.1	Registrant’s Financial Statement Adjustments for FY04 and First Six Months of FY05 are filed pursuant to Item 4.02(a) of Form 8-K.

EX-99.1

Exhibit 99.1

California Micro Devices Corporation

Registrant’s Financial Statement Adjustments for FY04 and First Six Months of FY05

California Micro Devices Corporation

RESTATEMENT ADJUSTMENTS TO BALANCE SHEET

(amounts in thousands)

(Unaudited)

	June 30, 2003			September 30, 2003			December 31, 2003			March 31, 2004			June 30, 2004			September 30, 2004
Inventories
As originally reported	$	3,434		$	4,361		$	5,407		$	6,521		$	6,883		$	7,570
Restated		3,504			4,371			5,420			6,543			6,903			7,686
Increase (decrease)		70			10			13			22			20			116
Accounts payable
As originally reported		3,801			4,026			5,249			4,498			6,600			4,727
Restated		3,933			4,181			5,465			4,705			6,833			5,003
Increase (decrease)		132			155			216			207			233			276
Accrued liabilities
As originally reported		2,771			3,554			3,770			4,560			2,451			2,495
Restated		2,771			3,534			3,709			4,560			2,449			2,498
Increase (decrease)		—			(20	)		(61	)		—			(2	)		3
Accumulated deficit
As originally reported		(67,665	)		(66,983	)		(64,458	)		(62,688	)		(60,730	)		(58,547	)
Restated		(67,727	)		(67,108	)		(64,600	)		(62,873	)		(60,941	)		(58,710	)
Increase (decrease)		(62	)		(125	)		(142	)		(185	)		(211	)		(163	)

California Micro Devices Corporation

RESTATEMENT ADJUSTMENTS TO CONDENSED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

(Unaudited)

	THREE MONTHS ENDED																		FISCAL 2004									FISCAL 2005
	June 30, 2003			September 30, 2003			December 31, 2003			March 31, 2004			June 30, 2004			September 30, 2004			Six Months Ended September 30, 2003			Nine Months Ended December 31, 2003			Year Ended March 31, 2004			Six Months Ended September 30, 2004
Cost of sales
As originally reported	$	9,156		$	9,986		$	9,766		$	9,280		$	9,906		$	10,273		$	19,142		$	28,908		$	38,188		$	20,179
Restated		9,218			10,065			9,789			9,301			9,934			10,179			19,283			29,072			38,373			20,113
Increase (decrease)		62			79			23			21			28			(94	)		141			164			185			(66	)
Research and development
As originally reported		1,052			991			1,220			1,291			1,206			1,207			2,043			3,263			4,554			2,413
Restated		1,052			987			1,219			1,296			1,206			1,250			2,039			3,258			4,554			2,456
Increase (decrease)		—			(4	)		(1	)		5			—			43			(4	)		(5	)		—			43
Selling, general and administrative
As originally reported		2,678			2,990			3,195			3,121			3,226			3,254			5,668			8,863			11,984			6,480
Restated		2,678			2,978			3,190			3,138			3,225			3,256			5,656			8,846			11,984			6,481
Increase (decrease)		—			(12	)		(5	)		17			(1	)		2			(12	)		(17	)		—			1
Income taxes
As originally reported		—			—			41			(41	)		61			67			—			41			—			128
Restated		—			—			41			(41	)		60			68			—			41			—			128
Increase (decrease)		—			—			—			—			(1	)		1			—			—			—			—
Net income
As originally reported		(1,220	)		682			2,525			1,770			1,958			2,183			(538	)		1,987			3,757			4,141
Restated		(1,282	)		619			2,508			1,727			1,932			2,231			(663	)		1,845			3,572			4,163
Increase (decrease)		(62	)		(63	)		(17	)		(43	)		(26	)		48			(125	)		(142	)		(185	)		22
Net income per share–basic
As originally reported		(0.08	)		0.04			0.13			0.09			0.09			0.10			(0.03	)		0.11			0.21			0.20
Restated		(0.08	)		0.04			0.13			0.09			0.09			0.10			(0.04	)		0.11			0.20			0.20
Increase (decrease)		—			—			—			—			—			—			(0.01	)		—			(0.01	)		—
Net income per share–diluted
As originally reported		(0.08	)		0.04			0.12			0.08			0.09			0.10			(0.03	)		0.11			0.20			0.18
Restated		(0.08	)		0.03			0.12			0.08			0.08			0.10			(0.04	)		0.10			0.19			0.18
Increase (decrease)		—			(0.01	)		—			—			(0.01	)		—			(0.01	)		(0.01	)		(0.01	)		—