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):

December 9, 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 October 29, 2009, we furnished a Form 8-K with respect to our unaudited results of operations for our fiscal fourth quarter and year ended September 30, 2009. We subsequently identified an error in our calculation of the lower of cost or market adjustment against inventory resulting in an understatement of inventory and an overstatement of cost of sales of $1.2 million at September 30, 2009. As a result, our unaudited net income for the fiscal fourth quarter ended September 30, 2009 was $4.8 million, not $3.6 million as originally reported, and our unaudited net loss for the 2009 fiscal year was $5.1 million, not $6.2 million as originally reported. Our revised unaudited Condensed Consolidated Statements of Operations and Balance Sheets are attached hereto as Exhibit 99.1. Additional information with respect to our fiscal fourth quarter and fiscal year results will be contained in our Annual Report on Form 10-K 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: December 10, 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 September 30,						Year Ended September 30,
	2009			2008			2009			2008
										(1)
Net sales	$	46,432		$	55,341		$	154,251		$	235,229
Cost of sales		29,503			41,953			113,373			182,033
Gross profit		16,929			13,388			40,878			53,196
Operating expenses:
Research and development		5,646			5,598			20,020			20,848
Selling, general and administrative		6,554			8,202			26,221			31,429
Acquired in-process technology charge		—			—			710			—
Impairment of goodwill		—			25,338			—			25,338
Total operating expenses		12,200			39,138			46,951			77,615
Operating income (loss)		4,729			(25,750	)		(6,073	)		(24,419	)
Interest and other income (expense), net		165			1,160			961			5,102
Gain on sale of investments		—			—			—			1,814
Income (loss) before income taxes and minority interest		4,894			(24,590	)		(5,112	)		(17,503	)
Provision (benefit) for income taxes		34			56			(18	)		197
Income (loss) before minority interest		4,860			(24,646	)		(5,094	)		(17,700	)
Minority interest in net income of consolidated subsidiary		(88	)		(65	)		44			(63	)
Net income (loss)	$	4,772		$	(24,711	)	$	(5,050	)	$	(17,763	)
Basic net income (loss) per share	$	0.19		$	(0.92	)	$	(0.20	)	$	(0.60	)
Shares used in basic per share calculation		25,244			26,756			25,441			29,541
Diluted net income (loss) per share	$	0.19		$	(0.92	)	$	(0.20	)	$	(0.60	)
Shares used in diluted per share calculation		25,595			26,756			25,441			29,541

(1) Derived from audited financial statements.

Integrated Silicon Solution, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

	September 30, 2009			September 30, 2008
	(unaudited)			(1)
ASSETS
Current assets:
Cash and cash equivalents	$	54,944		$	42,175
Short-term investments		28,542			7,840
Accounts receivable, net		26,501			34,741
Inventories		19,275			39,222
Other current assets		2,922			4,717
Total current assets		132,184			128,695
Property, equipment and leasehold improvements, net		23,218			24,555
Long-term investments		1,408			19,304
Purchased intangible assets, net		2,313			2,000
Goodwill		1,251			—
Other assets		1,556			1,397
Total assets	$	161,930		$	175,951
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	26,825		$	35,171
Accrued compensation and benefits		4,364			3,729
Accrued expenses		5,368			8,157
Total current liabilities		36,557			47,057
Other long-term liabilities		797			715
Total liabilities		37,354			47,772
Commitments and contingencies
Minority interest		1,750			789
Stockholders’ equity:
Common stock		2			3
Additional paid-in capital		309,649			310,712
Accumulated deficit		(185,481	)		(180,431	)
Accumulated other comprehensive loss		(1,344	)		(2,894	)
Total stockholders’ equity		122,826			127,390
Total liabilities and stockholders’ equity	$	161,930		$	175,951

(1) Derived from audited financial statements.