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 (Date of earliest event reported): March 5, 2014

CPS TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware	0-16088	04-2832509
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
111 South Worcester Street, Norton, Massachusetts		02766
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		508-222-0614
(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 obligation 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 (17CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4( c)) under the
Exchange Act (17 CFR 240.13e-4( c)).

Item 2.02 Results of Operations and Financial Condition

On March 5, 2014, the Company issued a press release announcing its financial results for the fiscal year ended December 28, 2013. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety by reference.

Cautionary Note Regarding Forward-Looking Statements.
Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d)

EXHIBIT NUMBER	DESCRIPTION
99	Press release dated March 5, 2014 of CPS Technologies Corporation announcing its financial results for the fiscal year ended December 28, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CPS Technologies Corporation (Registrant)
Date:March 7, 2014	/s/ Grant C. Bennett Grant C. Bennett President and Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99	Press release dated March 5, 2014 of CPS Technologies Corporation announcing its financial results for fiscal year ended December 28, 2013.

EX-99

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CPS Technologies Corporation                                                               
Ralph Norwood, Chief Financial Officer
111 South Worcester Street
Norton, MA 02766
Telephone: (508) 222-0614
Web Site:  www.alsic.com

CPS TECHNOLOGIES CORPORATION ANNOUNCES 2013 RESULTS

Norton, Massachusetts, March 5, 2014.  CPS Technologies Corporation (OTCQB:CPSH) today announced revenues of $5.1 million and a net profit of $276 thousand for the Fourth Quarter ended December 28, 2013.  This compares with revenues of $4.1 million and a net loss of $84 thousand for the Fourth Quarter ended December 29, 2012.   

Revenues for the year ended December 28, 2013 totaled $21.4 million compared with $14.1 million for the year ended December 29, 2012.  Net income for the year totaled $1.0 million versus a net loss of $1.5 million for the year ended December 29, 2012.

Grant Bennett, President and CEO, said, “After a very challenging 2012 when we were adversely affected by a slowdown in demand, primarily in Europe, we rebounded to establish a record level of annual sales, profits and cash generation.  Looking forward we see our base business as healthy and growing.   Market research studies project our major markets of traction, especially high speed trains, and hybrid and electric vehicles growing at annual rates in the mid-teens for the next several years.

“We are reinvesting funds generated from this base business in an expansion of sales and marketing and on breakout opportunities, including armor and oil and gas.”

About CPS
CPS Technologies Corporation is a global leader in producing metal-matrix composite components used to improve the reliability and performance of various electrical systems.  CPS products are used in motor controllers for hybrid and electric vehicles, high-speed trains, subway cars and wind turbines.  They are also used as heatspreaders in internet switches, routers and high-performance microprocessors.  CPS also develops and produces metal-matrix composite armor.

Safe Harbor
Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2013 financial results, are forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified by the use of terms and phrases such as "will," "intends," "believes," "expects," "plans," "anticipates" and similar expressions. Investors should not rely on forward looking statements because they are subject to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the company's expectation. Additional information concerning risk factors is contained from time to time in the company's SEC filings, including its Annual Report on Form 10-K and other periodic reports filed with the SEC. Forward-looking statements contained in this press release speak only as of the date of this release. Subsequent events or circumstances occurring after such date may render these statements incomplete or out of date. The company expressly disclaims any obligation to update the information contained in this release.

CPS  TECHNOLOGIES  CORPORATION
STATEMENT OF OPERATIONS (Unaudited)
	-----Quarter Ended-----						-----Year Ended-----
		Dec. 28,			Dec. 29,			Dec. 28,			Dec. 29,
		2013			2012			2013			2012
Total Revenues	$	5,099,890		$	4,124,488		$	21,405,999		$	14,051,710
Cost of Sales		3,738,700			3,791,583			16,048,922			13,795,773
Gross Margin		1,361,190			332,905			5,357,077			255,937
Operating Expenses		930,522			760,299			3,897,588			3,055,077
Operating income (loss)		430,668			(427,394	)		1,459,489			(2,799,140	)
Interest expense, net		(3,854	)		(12,330	)		(30,327	)		(28,588	)
Income (loss) before income taxes		426,814			(439,724	)		1,429,162			(2,827,728	)
Income tax expense (benefit)		150,987			(355,700	)		462,707			(1,305,700	)
Net income (loss)		275,827			(84,024	)		966,455			(1,522,028	)
Net income (loss) per diluted share	$	0.02		($	0.01	)	$	0.07		($	0.12	)
Shares outstanding, diluted		13,489,954			12,871,671			13,265,486			12,869,618

CPS  TECHNOLOGIES  CORPORATION
BALANCE SHEET (Unaudited)
	Dec. 28,		Dec. 29,
	2013		2012
Assets
Current assets:
Cash and cash equivalents	$	1,571,054	$	306,854
Accounts receivable trade, net		2,900,457		2,876,149
Inventories, net		2,183,699		2,457,315
Prepaid expenses		175,726		140,723
Deferred taxes, current		649,420		354,825
Total current assets		7,480,356		6,135,866
Property and equipment, net		1,832,787		1,781,220
Deferred taxes, non-current		1,826,482		2,432,148
Total assets	$	11,139,625	$	10,349,234
Liabilities and Equity
Current liabilities:
Line of Credit Borrowings	$	—	$	500,000
Accounts payable		1,091,909		1,179,313
Accrued expenses		1,106,813		938,043
Capital leases, current		76,372		123,366
Total current liabilities		2,275,094		2,740,722
Capital leases, non-current		—		76,372
Total liabilities		2,275,094		2,817,094
Stockholders' equity		8,864,531		7,532,140
Total liabilities and stockholders' equity	$	11,139,625	$	10,349,234