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: April 28, 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	(Commission	(IRS Employer
of incorporation)	File Number)	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 2.02	Results of Operations and Financial Condition	3
Item 9.01	Financial Statements and Exhibits	3
Signatures		4

Item 2.02. Results of Operations and Financial Condition.

On April 28, 2005, Registrant announced via news release its results for its fourth fiscal quarter and fiscal year ended March 31, 2005. 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 contained in this Current Report on Form 8-K 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.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1, Registrant’s News Release dated April 28, 2005, is furnished pursuant to Item 2.02 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 28^th day of April, 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 news release dated April 28, 2005, is furnished pursuant to Item 2.02 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 2005 Results

MILPITAS, Calif. — April 28, 2005 — California Micro Devices (Nasdaq: CAMD) today reported financial results for its fourth fiscal quarter and full year fiscal 2005, which ended March 31, 2005. Revenue was $14.5 million compared to $15.8 million in the same quarter a year ago and $17.8 million in the prior quarter. Including charges of approximately $600,000 for additional inventory reserves and $270,000 for restructuring, the company reported a net loss of $0.05 per share compared to diluted earnings per share of $0.08 a year ago and $0.04 in the prior quarter.

The higher than normal charges for inventory reserves were primarily for commodity power management devices and older Computing ASIPs. The restructuring charges include costs related to the previously announced closure of the company’s Tempe, Arizona facility as well as the cost of additional workforce reductions needed to bring spending in line with revenue. The company also noted that the purchase agreement for its Tempe facility has been terminated by the prospective buyer.

For fiscal 2005, California Micro Devices reported record revenue of $65.9 million, representing an 11 percent increase over the previous record of $59.6 million reported for the prior year. Diluted earnings per share for fiscal 2005 were $0.18 compared to $0.19 in fiscal 2004. Restructuring charges for the year were approximately $1.3 million.

According to Robert V. Dickinson, president and CEO, “Revenue from our mobile products was down sequentially for the first time in eight quarters due to softer demand plus inventory adjustments at several of our OEM customers. Importantly, it grew by 27 percent from fiscal Q4 of last year. In addition, while core bookings of $13.9 million were down from the record $15.6 million in the prior quarter, the book-to-bill ratio for our core business was greater than one.” He noted that 190 design wins were logged during the quarter, close to the record 197 in the prior quarter.

“I’m also pleased to report that both our total and core business revenue set new records in fiscal 2005,” added Dickinson. Citing fiscal 2005 as “a year of noteworthy accomplishments,” he pointed to the following milestones that were achieved during the year:

• Record revenue of $65.9 million, 11 percent higher than the previous year

• Record core business revenue of $54.3 million, 40 percent higher than the previous year

• Record Mobile revenue of $39.4 million, 77 percent higher than the previous year

• Second consecutive fiscal year of profitability

• Ending cash balance of $36 million, a 78 percent increase from previous year end, reflecting new equity, positive cash flow from operations and payment of long-term debt.

• Record 780 design wins, 43 percent more than the previous year

• Praetorian^TM family of inductor based EMI filters introduced for mobile handsets

• MediaGuard^TM family of multifunction ASIPs launched for HDMI (High Definition Multimedia Interface) video ports in consumer products

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

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

• Centurion^TM family of small form factor, packaged EMI filters and ESD protection devices introduced for mobile handsets

• Chip Scale Packaged (CSP) device shipments for mobile handsets reached 370 million units, 79 percent higher than the previous year

• Fully fabless business model adopted with closure of Tempe, Arizona manufacturing facility

• Winddown of non-core business substantially completed

• Initial installation of Oracle financial and business systems software

Conference Call Today

California Micro Devices will hold a conference call today at 2:00 p.m. Pacific Time to present its March quarter and fiscal 2005 financial results. Within the USA, interested parties can access the conference call by dialing 800-867-0448. International parties may gain access by dialing 303-262-2130. No password is necessary.

Telephone replay of the conference call will be available beginning at approximately 4:00 p.m. Pacific Time on April 28, 2005 and continuing for one year. To access this recording from within the USA, please dial 800-405-2236 and enter the conference pass code 11028046. 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 and selected high value, mixed signal 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 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^™, Application Specific Integrated Passive^™, Centurion^™, MediaGuard^™ and Praetorian^™

are trademarks 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)

(Unaudited)

	Three Months Ended March 31,						Twelve Months Ended March 31,
	2005			2004			2005			2004
Net sales	$	14,497		$	15,837		$	65,869		$	59,560
Cost and expenses:
Cost of sales		10,630			9,301			42,085			38,373
Research and development		1,533			1,296			5,181			4,554
Selling, general and administrative		3,275			3,138			13,240			11,984
Restructuring		270			—			1,325			—
Total costs and expenses		15,708			13,735			61,831			54,911
Operating (loss) income		(1,211	)		2,102			4,038			4,649
Other (income) expense, net		(190	)		416			(129	)		1,077
(Loss) income before income taxes		(1,021	)		1,686			4,167			3,572
Income taxes		(30	)		(41	)		125			—
Net (loss) income	$	(991	)	$	1,727		$	4,042		$	3,572
Net (loss) income per share–basic	$	(0.05	)	$	0.09		$	0.19		$	0.20
Weighted average common shares outstanding–basic		21,555			19,610			21,318			18,061
Net (loss) income per share–diluted	$	(0.05	)	$	0.08		$	0.18		$	0.19
Weighted average common shares and share equivalents outstanding–diluted		21,555			21,672			22,740			19,064

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California Micro Devices Corporation

CONDENSED BALANCE SHEETS

(amounts in thousands, except share quantities)

(Unaudited)

	March 31, 2005			March 31, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	13,830		$	20,325
Short-term investments		22,245			—
Accounts receivable, less allowance for doubtful accounts of $74 and $76, respectively		7,574			6,134
Inventories		6,532			6,543
Prepaid expenses and other current assets		1,286			911
Total current assets		51,467			33,913
Property, plant and equipment, net		6,038			6,985
Other long-term assets		172			229
TOTAL ASSETS	$	57,677		$	41,127
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	4,523		$	4,705
Accrued liabilities		3,762			4,560
Deferred margin on shipments to distributors		2,520			2,459
Current maturities of long-term debt and capital lease obligations		100			2,568
Total current liabilities		10,905			14,292
Long-term debt and capital leases, less current maturities		90			4,684
Other long-term liabilities		21			33
Total liabilities		11,016			19,009
Commitments and contingencies
Shareholders' equity:
Common stock—no par value; 50,000,000 and 25,000,000 shares authorized as of March 31, 2005 and March 31, 2004, respectively; shares issued and outstanding: 21,605,315 as of March 31, 2005 and 19,788,088 as of March 31, 2004		105,494			84,991
Accumulated other comprehensive income (loss)		(2	)		—
Accumulated deficit		(58,831	)		(62,873	)
Total shareholders' equity		46,661			22,118
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	57,677		$	41,127

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