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

October 22, 2003

(Date of earliest event reported)

INTEGRATED CIRCUIT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation or organization) 0-19299 (Commission File Number) 23-2000174 (IRS Employer Identification No.)

2435 Boulevard of the Generals Norristown, Pennsylvania (Address of principal executive offices) 19403 (Zip Code)

(610) 630-5300

(Registrant’s telephone number including area code)

Not Applicable

(Former name former address and former fiscal year,

if changed since last report)

Item  12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 22, 2003, Integrated Circuit Systems, Inc. issued a press release and held a broadly accessible conference call to discuss its financial results for the first fiscal quarter ended September 27, 2003. A copy of the press release is attached hereto as Annex 1 and is incorporated by reference into this Item 12. Annex 2 attached hereto (and incorporated by reference into this Item 12) sets forth certain financial information discussed on the conference call that was not included in the press release. The disclosure in this Current Report, including the exhibits hereto, of any financial information shall not constitute an admission that such information is material.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the

Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in the

Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the

Securities Act of 1933, as amended.

SIGNATURES

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.

Date:    October 22, 2003	INTEGRATED CIRCUIT SYSTEMS, INC.
	By:	/s/    JUSTINE F. LIEN
		Justine F. Lien
		Vice President and CFO

Annex 1

[LOGO] Integrated Circuit Systems, Inc.

Corporate Headquarters

2435 Boulevard of the Generals

Norristown, PA 19403

Phone: 610-630-5300

Fax: 610-630-5399

Web Site: http://www.icst.com

Company Contact:

Justine Lien, CFO

Integrated Circuit Systems, Inc.

610-630-5300

INTEGRATED CIRCUIT SYSTEMS, INC. ANNOUNCES FISCAL

2004 FIRST QUARTER RESULTS

Year over Year Income Growth over 20%

Norristown, PA—October 22, 2003—Integrated Circuit Systems, (Nasdaq: ICST ), today announced that revenue for the 2004 first quarter was $65.3 million, up 7% from the prior quarter revenue of $61.1 million and 13% from year-ago first quarter revenue of $57.8 million. Net income for the 2004 first quarter was $17.3 million, resulting in diluted earnings per share of $0.24, compared with prior quarter earnings per share of $0.23, and a year-ago of $0.20.

($Millions, except EPS)

	Q1 FY 2004		Q1 FY 2003		Y-Y Growth		Q4 FY 2003		Q-Q Growth
Revenue	$	65.3	$	57.8	13	%	$	61.1	7	%
Gross Margin	$	38.8	$	34.5	13	%	$	37.2	5	%
Operating Income	$	19.8	$	16.0	23	%	$	17.9	10	%
Fully Diluted EPS	$	0.24	$	0.20	21	%	$	0.23	5	%

Revenue growth was driven by PC clocks, up 11% from the previous quarter and 14% from the same period last year. Units for PC clock were up 15% from last quarter and in excess of 20% from last year. Strong shipments of clocks into games consoles and DDR memory modules also contributed to the revenue growth.

Revenues

	Q1 FY2004 % of Revenue		Q1 FY2003 % of Revenue		Y-Y Growth		Q4 FY2003 % of Revenue		Q-Q Growth
PC	46	%	45	%	14	%	44	%	11	%
Digital Consumer	16	%	18	%	0	%	16	%	3	%
Communications	29	%	29	%	13	%	30	%	4	%
Military	9	%	8	%	32	%	10	%	2	%

As expected, gross margin for the quarter was 59.5% due to unfavorable seasonal product mix. Expenses for the quarter declined, resulting in an increased operating margin of 30%. ICS ended the quarter with $178 million in cash and investments, up $23 million from the previous quarter.

“The company is performing well this quarter in its core PC and server/memory markets,” stated Hock E. Tan, President and CEO.

“We expect our business to continue to grow. The number of specific opportunities we are currently working on has grown 20% from last year, specifically in our higher performance clocking areas.”

First Quarter Fiscal 2004 Conference Call

ICS will host a conference call to discuss the earnings results for the first quarter of fiscal year 2004 at 9:00 a.m. EDT on Wednesday, October 22, 2003. The company will also discuss its strategic direction and market conditions. Any interested parties are invited to listen to the conference call by dialing (877) 405-3430 or (706) 634-6397 for international callers. The call will also be broadcast via the Internet and can be accessed from ICS’s corporate website at the address www.icst.com.

About ICS

Integrated Circuit Systems, Inc. is a leader in the design, development and marketing of silicon timing devices for communications, networking, computing and digital multimedia applications. The Company is headquartered in Norristown, PA, with key facilities in San Jose, CA; Tempe, AZ; Worcester, MA and Singapore.

Statements included in this release, to the extent they are forward looking, involve a number of risks and uncertainties related to competitive factors, technological developments and market demand. Further information on these and other potential factors that could affect the Company’s financial results can be found in the Company’s Form 10-K filed on September 12, 2003.

INTEGRATED CIRCUIT SYSTEMS, INC.

CONSOLIDATED OPERATING RESULTS

	Unaudited
	Three Months Ended
	Sept. 27, 2003		June 28, 2003		Sept. 28, 2002
(In thousands)
REVENUES	$	65,285	$	61,094	$	57,789
Cost of sales		26,436		23,934		23,321
Gross Margin		38,849		37,160		34,468
Expenses:
Research and development		9,308		9,213		8,218
Selling, general and administrative		8,971		9,181		8,626
Deferred compensation		244		243		1,050
Amortization of intangibles		575		575		575
		19,098		19,212		18,469
Operating income		19,751		17,948		15,999
Other income (expense)		745		789		106
Income before income taxes		20,496		18,737		16,105
Income taxes		3,215		2,576		2,392
Net income	$	17,281	$	16,161	$	13,713
Basic EPS
Net income	$	0.25	$	0.23	$	0.20
Diluted EPS
Net income	$	0.24	$	0.23	$	0.20
Weighted Shares
Basic		70,453		68,968		67,336
Diluted		73,279		71,737		70,076
Supplemental operating results:
Capital expenditures	$	2,163	$	3,018	$	1,402
Depreciation and amortization	$	2,105	$	2,049	$	2,262

INTEGRATED CIRCUIT SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands, excluding Other Financial Data)	Sept 27, 2003			June 28, 2003
	(unaudited)
ASSETS
Current Assets:
Cash and marketable securities	$	147,323		$	123,038
Accounts receivable, net		33,829			31,501
Inventory, net		16,439			15,822
Deferred and prepaid taxes		21,860			18,925
Other current assets		6,575			11,151
Total current assets		226,026			200,437
Property and equipment, net		16,405			15,749
Long term investments		31,073			32,000
Intangibles		29,639			30,245
Goodwill		36,573			36,573
Other assets, net		78			144
Total assets	$	339,794		$	315,148
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term obligations	$	5,854		$	10,059
Accounts payable		19,365			10,836
Accrued expenses and other current liabilities		9,053			10,855
Total current liabilities		34,272			31,750
Other long term liabilities		12,950			12,575
Total liabilities		47,222			44,325
Shareholders’ Equity:
Common stock		719			713
Additional paid in capital		268,837			258,422
Retained Earnings		45,906			28,625
Deferred compensation		(487	)		(731	)
Treasury stock		(22,409	)		(16,212	)
Other comprehensive income		6			6
Total shareholders’ equity		292,572			270,823
Total liabilities and shareholders’ equity	$	339,794		$	315,148
OTHER FINANCIAL DATA:
Days sales outstanding		47			47
Inventory turns		6.6			5.4

Annex 2

SUPPLEMENTAL FINANCIAL INFORMATION

The following additional financial information was disclosed in our broadly accessible conference call on October 22, 2003:

Business Outlook:

Revenues are expected to increase 5-8% in our second quarter of fiscal 2004 in comparison to our first quarter of fiscal 2004. Gross margin should remain relatively flat along with operating expenses. With leverage from the increased revenues, we expect fully diluted earnings per share to be $0.26 for the second quarter.

Business Update:

During the first quarter, we paid off $4 million more in debt and will make the final payout of $5.8 million by the end of October. We also purchased 200,000 shares of treasury stock during the first quarter and already 45,000 shares during the second quarter. We have purchased approximately 1.4 million shares and still have the ability to purchase another 1.6 million shares. During the first quarter, we spent capital funds to ensure that we could handle the number of units for the second quarter. We expect that capital spending will start to decrease from the run rate of the fourth quarter of fiscal 2003 and first quarter of fiscal 2004.