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 29, 2009

(Date of earliest event reported)

California Micro Devices Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-15449	94-2672609
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

490 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.	2
Item 9.01.	Financial Statements and Exhibits.	3
Signatures		4

Item 2.02. Results of Operations and Financial Condition.

On January 29, 2009, Registrant (the “Company” or we) announced via news release the results for our fiscal 2009 third quarter ended December 31, 2008. 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.

Use of Non-GAAP Financial Information

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP), the Company’s press release contains non-GAAP financial measures that exclude the effects of share-based compensation and the requirements of SFAS No. 123R, “Share-based Payment” (“123R”). In particular, the non-GAAP financial measures used by management and disclosed by the Company exclude the income statement effects of all forms of share-based compensation and the effects of 123R upon the number of diluted shares used in calculating non-GAAP earnings per share. The non-GAAP financial measures also exclude Arques Technology acquisition-related costs, including ongoing amortization of acquisition-related intangibles, and during the first quarter of fiscal 2007, one-time charges for acquired in-process research and development and during the third quarter of fiscal 2009, one time charges of approximately $5.26 million for impairment of goodwill and of $55,000 for impairment of certain of the remaining acquired Arques Technology intangible assets, but do include the approximately $1.1 million gain during the second quarter of fiscal 2009 from the sale of LED Driver assets which had been acquired primarily from Arques Technology. In addition, these non-GAAP measures utilize a tax rate that is based upon the income taxes we expect to actually pay relating to this quarter’s activities and results.

The Company develops an annual budget that includes all components of the income statement, exclusive of share-based compensation and Arques Technology acquisition costs. The accounting expense impact of share-based compensation or Arques Technology acquisition costs is not discussed or considered when assessing and determining the appropriate level of budgeted expenses for cost of sales, research and development (“R&D”), and selling, general and administrative (“SG&A”) or when determining profitability for purposes of profit sharing and bonuses. The gain during the second quarter of fiscal 2009 from the sale of LED Driver assets was not part of the annual budget as it was not then considered adequately foreseeable or estimable but such gain was factored in when determining revenue of the base business, overall gross profit, and operating cash flow for purposes of determining the earned bonus for the second quarter, although it was excluded from the profit cap on such bonus. The one-time charges for acquired in-process research and development and goodwill and asset impairment were not factored into bonus calculations.

The Company uses share-based compensation programs to align employees’ actions and behaviors with stockholders’ interest and to be able to attract, motivate and retain the best employees in a competitive marketplace. Share-based compensation is but one element in employee compensation and is evaluated separately from the cost of other compensation programs. Specifically, we evaluate our share-based compensation programs from the perspective of the resulting dilution and other metrics, and not from the resulting expense to be recorded.

When we develop our annual budget, for taxes we consider only the taxes we expect to pay rather than taxes determined in accordance with GAAP which may fluctuate substantially over the next several years as we assess whether and when to make further releases of or accruals to the valuation allowance against our deferred tax asset. When we consider our profitability for purposes of profit sharing and bonuses, we do not consider taxes.

Management has determined that inclusion of these non-GAAP financial measures provides investors a meaningful presentation of the Company’s operating results in addition to the GAAP disclosure. As management uses these non-GAAP measures internally for strategic decision making, forecasting future results and evaluating the Company’s current performance, management believes these measures assist investors’ understanding of how management views the Company’s operating results. These measures enhance overall understanding of the Company’s current financial performance and better enable comparability to prior results. Management believes

2

cost of sales excluding share-based compensation, R&D expense excluding share-based compensation, and SG&A expense excluding share-based compensation are useful information for investors because comparative differences in the corresponding GAAP measures for different periods may reflect factors such as a different stock price when equity awards were made and different equity award practices rather than changes in the operation of the business. Similarly, management believes that excluding one-time impairment charges from operating expenses (and hence income) provides useful information for investors because the one-time charges in the corresponding GAAP measures reflect more than the operations of the business during the quarter in which the charges were incurred.

The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in its press release. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

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.

(d) Exhibits

Exhibit 99.1, Registrant’s News Release dated January 29, 2009, is furnished pursuant to Item 2.02 of Form 8-K.

3

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 January, 2009.

CALIFORNIA MICRO DEVICES CORPORATION

(Registrant)

By:	/s/ ROBERT V. DICKINSON
	Robert V. Dickinson
	President and Chief Executive Officer

4

Exhibit Index

Exhibit	Description
99.1	Registrant’s News Release dated January 29, 2009, is furnished pursuant to Item 2.02 of Form 8-K.

5

EX-99.1

Exhibit 99.1

NEWS RELEASE

For More Information Contact:

Kevin Berry, Chief Financial Officer

(408) 934-3144

kevinb@cmd.com

California Micro Devices Reports December Quarter Financial Results

MILPITAS, Calif. – Jan. 29, 2009 – California Micro Devices (Nasdaq: CAMD) today announced financial results for the third quarter of fiscal 2009, which ended December 31, 2008. Meeting revised guidance at the low end, revenue was $9.7 million compared to $15.0 million a year ago while EPS on a GAAP basis was a loss of ($0.38) compared to a profit of $0.01 a year ago. The loss included ($0.23) for the impairment of goodwill. Non-GAAP EPS, which was one cent lower than revised guidance, was a loss of ($0.13) compared to a profit of $0.04 a year ago and, for purposes of this release, was calculated excluding Arques Technology acquisition costs, employee stock-based compensation expenses, and goodwill and intangible asset impairment and using a cash basis tax rate.

“As expected, demand for our products in Q3 dropped sharply due to the weakening global economy compounded by a severe inventory correction downstream in the supply chain” said Robert V. Dickinson, president and CEO. He confirmed that demand for ESD protection devices for High Brightness LEDs showed the greatest percentage drop, due to a previously disclosed one quarter inventory correction at a major customer, followed by demand for handset protection devices, while the demand for display controllers and the demand for low capacitance ESD devices used in digital consumer electronics and personal computers were less affected.

“Although forward visibility for the semiconductor industry remains limited, we continue to believe that the current inventory correction is likely to end by mid-2009,” said Dickinson. “Fortunately, our strong balance sheet will enable us to weather the current economic storm as we focus on improving operating cash flow and profitability and our initiatives to restore revenue growth.”

Providing outlook for the March quarter, the company expects revenue to be between $8.5 and $10.0 million with a diluted EPS loss of between ($0.13) and ($0.15) on a GAAP basis, and between ($0.11) and ($0.13) on a non-GAAP basis. Factors affecting the March quarter outlook include the continuing weakness in the global economy and the seasonal weakness typical of this quarter, especially in the handset market.

Live Webcast with Presentation Slides

California Micro Devices will hold a conference call today at 2:00 p.m. Pacific Time to discuss its financial results.

The conference call may be accessed via live webcast by connecting to the company’s Investor Relations link at www.cmd.com. It may also be accessed by phone within the USA by dialing 800-218-8862. International parties may gain access by dialing 303-262-2053. No password is necessary. A replay of the conference call will be available on the company’s Investor Relations link at www.cmd.com beginning at approximately 4:00 p.m. Pacific Time on January 29, 2009 and continuing for one year.

About California Micro Devices Corporation

California Micro Devices Corporation is a leading supplier of application specific analog and mixed signal semiconductor products for the mobile handset, digital consumer electronics and personal computer markets. Key products include protection devices for mobile handsets, digital consumer electronics products such as digital TVs, and personal computers as well as analog and mixed signal ICs for mobile handset displays. Detailed corporate and product information may be accessed at www.cmd.com.

California Micro Devices Corporation — 490 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 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 and GAAP and non-GAAP loss per share for the 2009 fourth fiscal quarter; our belief that the current inventory correction is likely end by mid-2009; and our focus on improving operating cash flow and profitability and our initiatives to restore revenue growth. 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 whether our customers experience the demand we anticipate for their products based in part upon their input and our order backlog, whether the designed performance of our devices satisfies our customers’ requirements so that they continue to design our devices into their products, whether our devices perform to their design specification, whether competitors introduce devices at lower prices than our devices causing price erosion and/or loss of market share for us, whether we encounter any difficulty in obtaining the requisite supply of quality product from our contract manufacturers, contract assemblers and test houses without interruption or unanticipated price increases, whether demand for our customers’ products takes longer to recover so that the inventory correction continues longer than we expect impacting our ability to restore revenue growth, whether we are able to reduce recurring operating expenses to improve profitability or whether we incur unexpected operating expenses 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.

In addition to disclosing financial results calculated in accordance with accounting principles generally accepted in the United States of America (GAAP), the company’s earnings release contains non-GAAP financial measures that exclude the effects of employee share-based compensation and the requirements of SFAS No. 123R, “Share-based Payment” (“123R”). The non-GAAP financial measures used by management and disclosed by the company exclude the income statement effects of all forms of employee share-based compensation and the effects of 123R upon the number of diluted shares used in calculating non-GAAP earnings per share. The non-GAAP financial measures also exclude Arques Technology acquisition related costs, including amortization of acquisition-related intangibles and one-time charges during fiscal 2007 for acquired in-process research and development and one-time charges during the third quarter of fiscal 2009 for goodwill and intangible asset impairment. In addition, these non-GAAP measures utilize a tax rate that is based upon the income taxes the company expects to actually pay relating to the activities and results for the relevant fiscal time period. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. Set forth below are reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. For additional information regarding these non-GAAP financial measures, see the Form 8-K dated January 29, 2009, that the company has filed with the Securities and Exchange Commission.

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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 CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

(Unaudited)

	December 31, 2008			March 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	33,945		$	32,925
Short-term investments		14,502			18,671
Accounts receivable, net		3,245			6,155
Inventories		7,889			6,434
Deferred tax assets		261			1,508
Prepaid expenses and other current assets		688			1,188
Total current assets		60,530			66,881
Property, plant and equipment, net		4,059			5,596
Goodwill		—			5,258
Intangible assets, net		29			267
Other long-term assets		93			83
TOTAL ASSETS	$	64,711		$	78,085
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,674		$	6,120
Accrued liabilities		1,505			2,165
Deferred margin on shipments to distributors		1,430			1,904
Current maturities of capital lease obligations		—			132
Total current liabilities		7,609			10,321
Other long-term liabilities		313			350
Total liabilities		7,922			10,671
Commitments and contingencies
Stockholders’ equity:
Preferred stock - 10,000,000 shares authorized; none issued and outstanding as of December 31, 2008 and March 31, 2008		—			—
Common stock and additional paid-in capital - $0.001 par value; 50,000,000 shares authorized; 23,553,019 shares issued and 23,097,994 shares outstanding as of December 31, 2008 and 23,302,274 shares issued and outstanding as of March 31, 2008		119,965			117,806
Accumulated other comprehensive income		16			48
Accumulated deficit		(62,234	)		(50,440	)
		57,747			67,414
Treasury stock, at cost; 455,025 shares as of December 31, 2008 and none as of March 31, 2008		(958	)		—
Total stockholders’ equity		56,789			67,414
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	64,711		$	78,085

California Micro Devices Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

(Unaudited)

(On a GAAP basis)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2008			2007			2008			2007
Net sales	$	9,659		$	14,955		$	40,101		$	44,201
Cost of sales		7,184			10,105			27,779			29,995
Gross Margin		2,475			4,850			12,322			14,206
Operating expenses:
Research and development		2,668			1,670			7,838			5,080
Selling, general and administrative		3,508			3,533			11,205			11,170
Goodwill impairment		5,258			—			5,258			—
Amortization of intangible assets		71			41			126			124
Total operating expenses		11,505			5,244			24,427			16,374
Operating loss		(9,030	)		(394	)		(12,105	)		(2,168	)
Other income, net		129			628			1,616			1,911
Income (loss) before income taxes		(8,901	)		234			(10,489	)		(257	)
Provision for income taxes		10			4			1,305			12
Net income (loss)	$	(8,911	)	$	230		$	(11,794	)	$	(269	)
Net income (loss) per share–basic	$	(0.38	)	$	0.01		$	(0.51	)	$	(0.01	)
Weighted average common shares outstanding–basic		23,260			23,252			23,339			23,212
Net income (loss) per share–diluted	$	(0.38	)	$	0.01		$	(0.51	)	$	(0.01	)
Weighted average common shares and share equivalents outstanding–diluted		23,260			23,283			23,339			23,212
Reconciliation of net income (loss) to non-GAAP net income (loss):
Net income (loss)	$	(8,911	)	$	230		$	(11,794	)	$	(269	)
Reconciling items:
Amortization / write down of intangible assets		71			41			237			124
Goodwill impairment		5,258			—			5,258			—
Stock-based compensation expense under SFAS 123(R), net of tax		471			586			1,627			1,746
Difference between effective tax rate and cash basis tax rate		(27	)		(21	)		1,222			(36	)
Non-GAAP net income (loss)	$	(3,138	)	$	836		$	(3,450	)	$	1,565
Non-GAAP:
Net income (loss) per share–basic	$	(0.13	)	$	0.04		$	(0.15	)	$	0.07
Net income (loss) per share–diluted	$	(0.13	)	$	0.04		$	(0.15	)	$	0.07
Shares used in calculation of non-GAAP:
Weighted average common shares outstanding–basic		23,260			23,252			23,339			23,212
Weighted average common shares and share equivalents outstanding–diluted		23,260			23,414			23,339			23,355

California Micro Devices Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

(Unaudited)

(On a non-GAAP basis)

	Three Months Ended December 31,					Nine Months Ended December 31,
	2008			2007		2008			2007
Net sales	$	9,659		$	14,955	$	40,101		$	44,201
Cost of sales		7,118			10,021		27,513			29,733
Gross Margin		2,541			4,934		12,588			14,468
Operating expenses:
Research and development		2,548			1,525		7,401			4,638
Selling, general and administrative		3,223			3,175		10,281			10,128
Total operating expenses		5,771			4,700		17,682			14,766
Operating income (loss)		(3,230	)		234		(5,094	)		(298	)
Other income, net		130			628		1,728			1,911
Income (loss) before income taxes		(3,100	)		862		(3,366	)		1,613
Provision for income taxes		38			26		84			48
Net income (loss)	$	(3,138	)	$	836	$	(3,450	)	$	1,565
Net income (loss) per share–basic	$	(0.13	)	$	0.04	$	(0.15	)	$	0.07
Weighted average common shares outstanding–basic		23,260			23,252		23,339			23,212
Net income (loss) per share–diluted	$	(0.13	)	$	0.04	$	(0.15	)	$	0.07
Weighted average common shares and share equivalents outstanding–diluted		23,260			23,414		23,339			23,355

California Micro Devices Corporation

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

(Unaudited)

	Three Months Ended December 31,					Nine Months Ended December 31,
	2008			2007		2008			2007
Net income (loss) per share:
Basic:
GAAP net income (loss) per share	$	(0.38	)	$	0.01	$	(0.51	)	$	(0.01	)
Reconciling items:
Amortization / write down of intangible assets		—			—		0.01			0.01
Goodwill impairment		0.23			—		0.23			—
Stock-based compensation expense under SFAS 123(R), net of tax		0.02			0.03		0.07			0.07
Difference between effective tax rate and cash basis tax rate					—		0.05			—
Non-GAAP net income (loss) per share	$	(0.13	)	$	0.04	$	(0.15	)	$	0.07
Diluted:
GAAP net income (loss) per share	$	(0.38	)	$	0.01	$	(0.51	)	$	(0.01	)
Reconciling items:
Amortization / write down of intangible assets		—			—		0.01			0.01
Goodwill impairment		0.23			—		0.23			—
Stock-based compensation expense under SFAS 123(R), net of tax		0.02			0.03		0.07			0.07
Difference between effective tax rate and cash basis tax rate					—		0.05			—
Non-GAAP net income (loss) per share	$	(0.13	)	$	0.04	$	(0.15	)	$	0.07