8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 31, 2009

Integrated Silicon Solution, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-23084	77-0199971
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1940 Zanker Road

San Jose, California

95112

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (408) 969-6600

(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:

¨ 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))

Item 2.02 Results of Operations and Financial Condition.

The information pursuant to Item 2.02 in this report on Form 8-K/A is being furnished as contemplated by General Instruction B(2) to Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

On July 28, 2009, we furnished via EDGAR a Form 8-K with respect to our results of operations for our third fiscal quarter ended June 30, 2009. As a result of a revision in the third party valuation report that management considered in making its determination of the amount of the in-process technology charge related to our acquisition of Enable Semiconductor, the in-process technology charge should have been $0.7 million not $1.5 million as reflected in our press release and Form 8-K. In addition, the amount of goodwill we recorded in connection with such transaction should have been $1.3 million not $0.5 million. As a result, our net loss for the fiscal third quarter was $1.9 million not $2.7 million. Our revised Condensed Consolidated Statements of Operations and Balance Sheets are attached hereto as Exhibit 99.1. Additional information with respect to our fiscal third quarter results will be contained in our Quarterly Report on Form 10-Q to be filed with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits

99.1     Condensed Consolidated Financial Statements

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 hereunto duly authorized.

	INTEGRATED SILICON SOLUTION, INC.
Date: August 3, 2009	/s/    JOHN M. COBB
	John M. Cobb
	Vice President and Chief Financial Officer

INDEX TO EXHIBITS

99.1     Condensed Consolidated Financial Statements

EX-99.1

Exhibit 99.1

Integrated Silicon Solution, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)

	Three Months Ended June 30,						Nine Months Ended June 30,
	2009			2008			2009			2008
Net sales	$	38,901		$	58,494		$	107,819		$	179,888
Cost of sales		29,152			45,183			83,870			140,080
Gross profit		9,749			13,311			23,949			39,808
Operating expenses:
Research and development		4,980			5,541			14,374			15,250
Selling, general and administrative		5,958			8,102			19,667			23,227
Acquired in-process technology charge		710			—			710			—
Total operating expenses		11,648			13,643			34,751			38,477
Operating income (loss)		(1,899	)		(332	)		(10,802	)		1,331
Interest and other income (expense), net		(68	)		763			796			3,942
Gain on sale of investments		—			1,625			—			1,814
Income (loss) before income taxes and minority interest		(1,967	)		2,056			(10,006	)		7,087
Provision (benefit) for income taxes		50			41			(52	)		141
Income (loss) before minority interest		(2,017	)		2,015			(9,954	)		6,946
Minority interest in net (income) loss of consolidated subsidiary		91			(17	)		132			2
Net income (loss)	$	(1,926	)	$	1,998		$	(9,822	)	$	6,948
Basic net income (loss) per share	$	(0.08	)	$	0.07		$	(0.39	)	$	0.23
Shares used in basic per share calculation		25,410			26,658			25,507			30,469
Diluted net income (loss) per share	$	(0.08	)	$	0.07		$	(0.39	)	$	0.23
Shares used in diluted per share calculation		25,410			26,940			25,507			30,759
Reconciliation of GAAP to Non-GAAP Financial Measures
Net income (loss):
On a GAAP basis	$	(1,926	)	$	1,998		$	(9,822	)	$	6,948
Acquired in-process technology charge		710			—			710			—
On a non-GAAP basis	$	(1,216	)	$	1,998		$	(9,112	)	$	6,948
Diluted net income (loss) per share:
On a GAAP basis	$	(0.08	)	$	0.07		$	(0.39	)	$	0.23
Acquired in-process technology charge		0.03			—			0.03			—
On a non-GAAP basis	$	(0.05	)	$	0.07		$	(0.36	)	$	0.23

Integrated Silicon Solution, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

	June 30, 2009			September 30, 2008
	(unaudited)			(1)
ASSETS
Current assets:
Cash and cash equivalents	$	40,912		$	42,175
Short-term investments		30,674			7,840
Accounts receivable, net		24,617			34,741
Inventories		16,620			39,222
Other current assets		2,316			4,717
Total current assets		115,139			128,695
Property, equipment and leasehold improvements, net		23,443			24,555
Long-term investments		1,504			19,304
Purchased intangible assets, net		3,349			2,000
Goodwill		1,251			—
Other assets		1,429			1,397
Total assets	$	146,115		$	175,951
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	16,513		$	35,171
Accrued compensation and benefits		3,671			3,729
Accrued expenses		5,494			8,157
Total current liabilities		25,678			47,057
Other long-term liabilities		656			715
Total liabilities		26,334			47,772
Commitments and contingencies
Minority interest		2,305			789
Stockholders’ equity:
Common stock		3			3
Additional paid-in capital		309,961			310,712
Accumulated deficit		(190,253	)		(180,431	)
Accumulated other comprehensive loss		(2,235	)		(2,894	)
Total stockholders’ equity		117,476			127,390
Total liabilities and stockholders’ equity	$	146,115		$	175,951

(1) Derived from audited financial statements.