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: July 21, 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 2.02   Results of Operations and Financial Condition

Item 9.01   Financial Statements and Exhibits

Item 2.02. Results of Operations and Financial Condition.

On July 21, 2005, Registrant announced via news release its results for its fiscal 2006 first quarter ended June 30, 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 July 21, 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 21^st day of July, 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 and Chief Financial Officer

Exhibit Index

Exhibit	Description
99.1	Registrant’s news release dated July 21, 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 June Quarter Financial Results

MILPITAS, Calif. — July 21, 2005 — California Micro Devices (Nasdaq: CAMD) today presented financial results for its first fiscal quarter of 2006, which ended June 30, 2005. Revenue was $14.7 million compared to $14.5 million in the prior quarter and $16.5 million in the same quarter a year ago. Including restructuring charges of $57,000, diluted earnings were $0.02 per share compared to the prior quarter’s $0.05 per share loss, which included restructuring charges of $270,000, and to earnings of $0.09 per share a year ago.

According to Robert V. Dickinson, president and CEO, “Q1 was a landmark since, for the first time, all of our revenue came from our core business. Furthermore, the sequential growth in our core revenue was more than enough to offset the absence of non-core revenue. Revenue from our products for mobile handsets grew nicely, as expected, resuming the secular growth trend that we had experienced before last quarter’s decline, the first in eight quarters. In addition, and also as expected, we saw a meaningful increase in our gross margin to more than 34% as the results of our cost reduction programs outpaced price declines. Bookings, now entirely from our core business, were very strong and well above the previous high mark for core bookings recorded in Q3 of fiscal 2005. We also set a new record for design wins, securing 210 during the quarter.”

During the June quarter, the company also completed the sale of its Arizona facility to Microchip Corporation. Net proceeds from the closure and sale of the facility are expected to be approximately $1.7 million. “The sale of our Tempe facility marks the completion of our transition to the fabless business model,” added Dickinson.

Conference Call Today

California Micro Devices will hold a conference call today at 2:00 p.m. Pacific Time to present its June quarter financial results. Within the USA, interested parties can access the conference call by dialing 800-240-5318. International parties may gain access by dialing 303-262-2130. No pass code is necessary.

Telephone replay of the conference call will be available from approximately 4:00 p.m. Pacific Time on July 21, 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 11034392. 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 handset, personal computer and digital consumer electronics 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.

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

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

All statements contained in this press release and in our related earnings call 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 expected revenues, both overall and in certain markets, gross margin, operating expenses and earnings per share for the second quarter of fiscal 2006 as well as the expected net proceeds from the closure and sale of the Tempe facility. 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, drawdown of vendor managed inventory, and turns and other orders being as anticipated; there being no unexpected price increases from our suppliers of product and services or price decreases for our product; and there being no interruption in the supply of quality product from our contract manufacturers, contract assemblers and test houses; as well as 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.

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, except share quantities)

	June 30, 2005			March 31, 2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	7,868		$	13,830
Short-term investments		30,582			22,245
Accounts receivable, less allowance for doubtful accounts of $74 and $74, respectively		9,561			7,574
Inventories		5,782			6,532
Prepaid expenses and other current assets		917			1,286
Total current assets		54,710			51,467
Property, plant and equipment, net		4,213			6,038
Other long-term assets		185			172
TOTAL ASSETS	$	59,108		$	57,677
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,877		$	4,523
Accrued liabilities		1,865			3,762
Deferred margin on shipments to distributors		2,840			2,520
Current maturities of long-term debt and capital lease obligations		82			100
Total current liabilities		11,664			10,905
Long-term debt and capital leases, less current maturities		82			90
Other long-term liabilities		17			21
Total liabilities		11,763			11,016
Commitments and contingencies
Shareholders’ equity:
Common stock - no par value; 50,000,000 shares authorized as of June 30, 2005 and March 31, 2005, respectively; shares issued and outstanding: 21,669,692 as of June 30, 2005 and 21,605,315 as of March 31, 2005		105,713			105,494
Accumulated other comprehensive income (loss)		(4	)		(2	)
Accumulated deficit		(58,364	)		(58,831	)
Total shareholders’ equity		47,345			46,661
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	59,108		$	57,677

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 June 30,
	2005			2004
Net sales	$	14,687		$	16,472
Cost and expenses:
Cost of sales		9,620			9,934
Research and development		1,434			1,206
Selling, general and administrative		3,342			3,225
Restructuring		57			—
Total costs and expenses		14,453			14,365
Operating income		234			2,107
Other (income) expense, net		(248	)		115
Income before income taxes		482			1,992
Income taxes		14			60
Net income	$	468		$	1,932
Net income per share–basic	$	0.02		$	0.09
Weighted average common shares outstanding–basic		21,645			20,772
Net income per share–diluted	$	0.02		$	0.09
Weighted average common shares and share equivalents outstanding–diluted		22,020			22,720

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

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