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 19, 2006

(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 January 19, 2006, Registrant announced via news release its results for its fiscal 2006 third quarter ended December 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 January 19, 2006, 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 19^th day of January, 2006.

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 January 19, 2006, 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 December Quarter Financial Results

Record revenue of $19.6 million; EPS of $0.11 beats estimates

MILPITAS, Calif. — Jan. 19, 2006 — California Micro Devices (Nasdaq: CAMD) today presented its financial results for the third quarter of fiscal 2006, which ended December 31, 2005. Revenue was a record $19.6 million compared to $18.5 million in the prior quarter and $17.8 million in the same quarter a year ago. Diluted earnings per share exceeded guidance at $0.11 compared to $0.09 in the prior quarter and $0.04 a year ago, which included restructuring charges of $1.1 million or the equivalent of $0.04 earnings per share.

“I’m pleased to report that we achieved record revenue and unit shipments for the second consecutive quarter,” said Robert V. Dickinson, president and CEO. “Revenue from both our mobile handset products and from our personal computer and digital consumer electronics products increased sequentially and year-on-year.” He noted that bookings were $16.4 million, down from the record $20.0 million posted in Q2, and that design wins totaled 306, down from 353 in Q2.

Conference Call Today

California Micro Devices will hold a conference call today at 2:00 p.m. Pacific Time to discuss its December quarter results. Within the USA, interested parties can access the conference call by dialing (800) 218-8862. International parties may gain access by dialing (303) 262-2051. No password is necessary.

A replay of the conference call will be available on the company’s web site at www.calmicro.com (Investor Relations Link) from approximately 4:00 p.m. Pacific Time today and continuing for one year.

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.

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

California Micro Devices Corporation • 490 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112

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

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 • 490 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)

	December 31, 2005			March 31, 2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	7,455		$	13,830
Short-term investments		38,190			22,245
Accounts receivable, net		11,084			7,574
Inventories		7,125			6,532
Prepaid expenses and other current assets		656			1,286
Total current assets		64,510			51,467
Property, plant and equipment, net		4,173			6,038
Other long-term assets		55			172
TOTAL ASSETS	$	68,738		$	57,677
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,173		$	4,523
Accrued liabilities		3,124			3,762
Deferred margin on shipments to distributors		2,912			2,520
Current maturities of long-term debt and capital lease obligations		82			100
Total current liabilities		12,291			10,905
Long-term debt and capital leases, less current maturities		—			90
Other long-term liabilities		11			21
Total liabilities		12,302			11,016
Commitments and contingencies
Shareholders’ equity:
Common stock - no par value; 50,000,000 shares authorized; shares issued and outstanding: 22,781,417 as of December 31, 2005 and 21,605,315 as of March 31, 2005		110,248			105,494
Accumulated other comprehensive loss		(11	)		(2	)
Accumulated deficit		(53,801	)		(58,831	)
Total shareholders’ equity		56,436			46,661
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	68,738		$	57,677

California Micro Devices Corporation • 490 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 December 31,					Nine Months Ended December 31,
	2005			2004		2005		2004
Net sales	$	19,617		$	17,840	$	52,846	$	51,372
Cost and expenses:
Cost of sales		12,363			11,342		33,493		31,455
Research and development		2,037			1,192		5,321		3,648
Selling, general and administrative		3,053			3,484		9,802		9,965
Restructuring		(1	)		1,055		59		1,055
Total costs and expenses		17,452			17,073		48,675		46,123
Operating income		2,165			767		4,171		5,249
Other income (expense), net		414			130		988		(61	)
Income before income taxes		2,579			897		5,159		5,188
Income taxes		52			27		129		155
Net income	$	2,527		$	870	$	5,030	$	5,033
Net income per share–basic	$	0.11		$	0.04	$	0.23	$	0.24
Weighted average common shares outstanding–basic		22,359			21,492		21,904		21,241
Net income per share–diluted	$	0.11		$	0.04	$	0.22	$	0.22
Weighted average common shares and share equivalents outstanding–diluted		23,451			22,804		22,692		22,780

California Micro Devices Corporation • 490 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112

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