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): July 29, 2008

CASCADE MICROTECH, INC.

(Exact name of registrant as specified in its charter)

OREGON	000-51072	93-0856709
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2430 N.W. 206th Avenue

Beaverton, Oregon 97006

(503) 601-1000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

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

On July 29, 2008, Cascade Microtech, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2008, and its expectations as to the Company’s financial results for the quarter ending September 30, 2008. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

The press release issued July 29, 2008 is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for purposes of Section 18 of the Exchange Act.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1 Press Release issued by Cascade Microtech, Inc. dated July 29, 2008.

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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 on July 29, 2008.

CASCADE MICROTECH, INC. (Registrant)
By	/s/ Steven Sipowicz
	Steven Sipowicz Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Cascade Microtech Reports Second Quarter 2008 Results

Revenues of $19.3 million and loss per share of $(0.14), in line with preliminary results previously announced.

PORTLAND, Ore.—(BUSINESS WIRE)—July 29, 2008—Cascade Microtech (NASDAQ:CSCD), today reported financial results for the second quarter ended June 30, 2008.

Highlights for the Second Quarter 2008 include:

• Revenues of $19.3 million, down 7% sequentially and down 20% from Q2 last year

• $12.9 million Engineering Products Division revenue, down 11% sequentially and down 32% from Q2 last year, due to lower high-end station and analytical probe revenue

• $ 6.4 million Production Products Division revenue, up 2% sequentially and up 29% over Q2 last year

• Loss per share was $(0.14), down from loss per share of $(0.00) sequentially and earnings per diluted share of $0.02 from Q2 last year

• Cash and investment balances were flat during the quarter

“As we previously announced, the weak conditions in the semiconductor industry and semiconductor equipment industry are continuing to impact our Engineering Products Division, which experienced a significant shortfall in revenue and gross margin. We appear to be in a protracted “down cycle” where EPD bookings and shipments remain weak,” said Geoff Wild, CEO of Cascade Microtech. “In the light of these results, there is a renewed urgency to look at our cost structure as well as identify opportunities for revenue growth, particularly in the area of consumables, where we remain optimistic,” added Mr. Wild.

Revenue for the second quarter was $19.3 million, net loss for the quarter was $1.9 million and loss per share was $(0.14), compared to revenue of $20.8 million, net loss of $16,000 and loss per share of $(0.00) for the first quarter of 2008.

Financial Outlook

Based on the current backlog and anticipated bookings, Cascade anticipates that third quarter 2008 revenues will be in the range of $18.0 million to $21.0 million and that loss per share will be in the range of $(0.05) to $(0.18).

About Cascade Microtech

Cascade Microtech, Inc. (NASDAQ: CSCD) is a worldwide leader in the precise electrical measurement and test of integrated circuits (ICs) and other small structures. For technology businesses and scientific institutions that need to evaluate small structures, Cascade Microtech delivers access to, and extraction of, electrical data from wafers, integrated circuits (ICs), IC packages, circuit boards and modules, MEMs, biological structures, electro-optic devices and more. Cascade Microtech’s leading-edge semiconductor production test consumables include unique probe cards and test sockets that reduce manufacturing costs of high-speed and high-density semiconductor chips. Information about Cascade Microtech can be found on the Web at www.cascademicrotech.com.

Forward-Looking Statements

The statements in this release regarding the Company’s financial outlook as to revenue and earnings in the third quarter of 2008 are “forward-looking” statements within the meaning of the Securities Litigation Reform act of 1995. Such statements are based on current expectations, estimates and projections about the Company’s business based in part on assumptions made by

management. These assumptions do not include an estimate of any extraordinary or unusual charges, including any such charges as a result of any mergers, acquisitions or other restructuring events. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including changes in demand for the Company’s products, product mix, the timing of shipments and customer orders, constraints on supplies of components, excess or shortage of production capacity, fluctuations in foreign exchange rates and other risks discussed from time to time in the Company’s Securities and Exchange Commission filings and reports, including the Company’s Annual Report on Form 10-K. In addition such statements could be affected by general industry and market conditions and growth rates and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

The Company will host a conference call beginning at 5 p.m. EST (2 p.m. PST) on July 29, 2008, to discuss its results for the second quarter ended June 30, 2008, and its outlook for the third quarter of 2008.

A simultaneous audio cast of the conference call may be accessed online from the investor relations page of www.cascademicrotech.com. A replay will be available after 7 p.m. EST at this same internet address. (For a telephone replay, dial (888) 286-8010 passcode: 43432209; International: 617-801-6888.)

CASCADE MICROTECH, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited, in thousands, except per share data)

	Three Months Ended									Year to Date Ended June 30
	June 30			March 31			June 30
	2008			2008			2007			2008			2007
Sales	$	19,287		$	20,759		$	24,116		$	40,046		$	46,587
Cost of sales		10,784			10,867			13,186			21,651			25,273
Stock-based compensation		105			109			127			214			249
Gross profit		8,398			9,783			10,803			18,181			21,065
Operating expenses:
Research and development (includes $95, $116, $89, per quarter and $211, $168 year to date respectively, of stock-based compensation)		2,826			2,906			3,120			5,732			5,759
Selling, general and administrative (includes $524, $414, $408, per quarter and $938, $769 year to date respectively, of stock-based compensation)		7,336			6,879			7,439			14,215			14,103
Amortization of purchased intangibles		648			648			555			1,296			661
Total operating expenses		10,810			10,433			11,114			21,243			20,523
Income (loss) from operations		(2,412	)		(650	)		(311	)		(3,062	)		542
Other income (expense):
Interest income		227			264			366			491			821
Interest expense		—			(1	)		—			(1	)		(1	)
Other, net		(183	)		439			(65	)		256			45
Total other income, net		44			702			301			746			865
Income (loss) before income taxes		(2,368	)		52			(10	)		(2,316	)		1,407
Provision (benefit) for income taxes		(510	)		68			(248	)		(442	)		121
Net income (loss)	$	(1,858	)	$	(16	)	$	238		$	(1,874	)	$	1,286
Net income (loss) per share-Basis and Diluted
Basic	$	(0.14	)	$	(0.00	)	$	0.02		$	(0.14	)	$	0.10
Shares used in computing net income (loss) per share:
Basic		13,046			12,985			12,724			13,016			12,269
Diluted		13,046			12,985			13,038			13,016			12,625

CASCADE MICROTECH, INC.

AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited, in thousands)

June 30, 2008 and December 31, 2007

	June 30, 2008		December 31, 2007(1)
Assets
Current assets:
Cash and cash equivalents	$	5,750	$	4,900
Marketable securities		21,653		24,521
Accounts receivable, net		13,775		18,195
Inventories		20,138		18,608
Prepaid expenses and other		1,968		1,874
Deferred income taxes		2,909		2,729
Total current assets		66,193		70,827
Long-term investments		9,109		4,836
Fixed assets, net		14,678		14,575
Goodwill		17,310		17,310
Purchased intangible assets, net		13,745		15,042
Other assets		2,856		2,691
	$	123,891	$	125,281
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt and capital leases	$	13	$	13
Accounts payable		4,177		5,158
Deferred revenue		982		1,102
Accrued liabilities		4,807		5,589
Total current liabilities		9,979		11,862
Long-term debt and capital leases		47		51
Deferred income tax		3,071		3,114
Deferred revenue		416		481
Other long-term liabilities		2,198		2,168
Total liabilities		15,711		17,676
Stockholders’ equity:
Common stock		82,136		79,697
Unrealized holding gain on investments		55		45
Retained earnings		25,989		27,863
Total stockholders’ equity		108,180		107,605
	$	123,891	$	125,281

(1) Derived from Cascade Microtech’s audited Consolidated Financial Statements as of December 31, 2007.

Contact: Cascade Microtech, Inc.

Steven Sipowicz, Chief Financial Officer, 503 601-1000