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

August 4, 2004

(Date of earliest event reported)

INTEGRATED CIRCUIT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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

2435 Boulevard of the Generals Norristown, Pennsylvania	19403
(Address of principal executive offices)	(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 August 4, 2004, Integrated Circuit Systems, Inc. issued a press release and held a broadly accessible conference call to discuss its financial results for the fourth fiscal quarter ended July 3, 2004. 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: August 9, 2004	INTEGRATED CIRCUIT SYSTEMS, INC.
	By:	/s/ Justine F. Lien
		Justine F. Lien
		Vice President and CFO

ANNEX 1

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

FOURTH QUARTER AND FULL YEAR RESULTS

Revenue Growth 3% Sequentially; Gross Margin over 60%

Norristown, PA – August 4, 2004 – Integrated Circuit Systems, Inc. (NASDAQ: ICST) today announced financial results for the fourth quarter of fiscal 2004, ending on July 3, 2004. Revenues for the quarter were $69.5 million, up 3% from the previous quarter because of growth from digital consumer and communication products, and up 14% from the same period a year ago. Gross margin was 60.5% of revenue, the same as last quarter.

($millions, except EPS)

	Q4FY 2004		Q4FY 2003		Y-Y Growth		Q3FY 2004		Q-Q Growth
Revenue	$	69.5	$	61.1	13.8	%	$	67.8	2.5	%
Gross Margin	$	42.0	$	37.2	13.1	%	$	41.0	2.4	%
Operating Income	$	21.7	$	18.0	20.9	%	$	21.5	0.9	%
Fully Diluted EPS	$	0.33	$	0.23	43.5	%	$	0.26	26.9	%

Revenues into communications and digital consumer end markets were strongly up from the previous quarter, but were partially offset by a seasonal decline in PC revenue.

Revenues

	Q4FY2004 % of Revenue		Q4FY2003 % of Revenue		Y-Y Growth		Q3FY2004 % of Revenue		Q-Q Growth
PC	39	%	44	%	0	%	42	%	-5	%
Digital Consumer	15	%	16	%	8	%	13	%	16	%
Communications	38	%	30	%	45	%	37	%	5	%
Military	8	%	10	%	-8	%	8	%	8	%

The company sustained investment in research and development at over 15% of revenue during the quarter. Operating income for the quarter was 31% compared to 29% for the June quarter a year ago. Reflecting sharply reduced tax during the quarter, net income was $24 million or $0.33 per share.

As normal during the June ending quarter, shipments were heavier toward the end of the quarter, causing accounts receivable to grow, and days sales outstanding were at 58 days for the quarter. The Company ended the quarter with a cash and investment balance of over $200 million, after repurchasing 360,000 treasury shares for $8.7 million.

Hock Tan, President and CEO commented, “Our strong growth in communications products over the past year reflected an expansion in demand for our timing products from server memory modules and enterprise networks. During this period we have also invested considerable resources to position our products very well in emerging digital consumer applications like digital television, games consoles, and digital cameras. This has begun to show encouraging returns and we expect these two segments to drive our growth over the upcoming fiscal year.

($million, except EPS)

	FY2004		FY2003		Y-Y Growth
Revenue	$	272.1	$	241.8	13	%
Gross Margin	$	163.4	$	144.1	13	%
Operating Income	$	84.8	$	70.1	21	%
Fully Diluted EPS	$	1.08	$	0.87	24	%

The Company reported revenues of $272 million for fiscal 2004 compared to $242 million in the prior year. Gross margin for the year was 60.0% versus 59.6% last fiscal year as the product mix shifted towards higher margin markets. Earnings per share for fiscal 2004 on a fully diluted basis were $1.08 compared to $0.87 during fiscal 2003.

Fourth Quarter Fiscal 2004 Conference Call

ICS will host a conference call to discuss the earnings results for the fourth quarter of fiscal year 2004 at 9:00 AM eastern time August 4, 2004. 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; conference ID 8214746. The call will also be broadcast via the Internet and can be accessed from ICS’s corporate website at 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

	Three Months Ended							Twelve Months Ended
(In thousands)	July 03, 2004			March 27, 2004		June 28, 2003		July 03, 2004		June 28, 2003
Revenues	$	69,496		$	67,794	$	61,094	$	272,140	$	241,762
Cost of sales		27,476			26,745		23,934		108,764		97,665
Gross margin		42,020			41,049		37,160		163,376		144,097
Expenses:
Research and development		10,604			10,426		9,213		40,352		35,006
Selling, general and administrative		9,138			8,290		9,181		35,218		34,957
Deferred compensation		—			243		243		731		1,781
Amortization of intangibles		575			575		575		2,300		2,300
		20,317			19,534		19,212		78,601		74,044
Operating income		21,703			21,515		17,948		84,775		70,053
Other income (expense)		606			511		789		2,241		1,488
Income before income taxes		22,309			22,026		18,737		87,016		71,541
Income taxes		(1,727	)		3,480		2,576		8,501		10,465
Net income	$	24,036		$	18,546	$	16,161	$	78,515	$	61,076
Basic EPS
Net income	$	0.34		$	0.26	$	0.23	$	1.12	$	0.90
Diluted EPS
Net income	$	0.33		$	0.26	$	0.23	$	1.08	$	0.87
Weighted Shares
Basic		70,246			70,320		68,968		70,358		67,898
Diluted		71,913			72,215		71,737		72,578		70,564
Capital expenditures	$	2,758		$	1,371	$	3,018	$	8,587	$	5,722
Depreciation and amortization	$	2,144		$	1,996	$	2,049	$	8,436	$	8,583

INTEGRATED CIRCUIT SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands, excluding Other Financial Data)	July 03, 2004			June 28, 2003
ASSETS
Current Assets:
Cash and marketable securities	$	195,579		$	123,038
Accounts receivable, net		45,717			31,501
Inventory, net		18,772			15,822
Deferred & prepaid taxes		24,327			18,925
Other current assets		7,189			11,151
Total current assets		291,584			200,437
Property & equipment, net		19,254			15,749
Long term investments		5,000			32,000
Intangibles		27,842			30,245
Goodwill		35,422			36,573
Other assets, net		62			144
Total assets	$	379,164		$	315,148
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term obligations	$	82		$	10,059
Accounts payable		17,557			10,836
Accrued expenses and other current liabilities		8,518			10,855
Income taxes payable		3,576			—
Total current liabilities		29,733			31,750
Other long term liabilities		13,206			12,575
Total liabilities		42,939			44,325
Shareholders’ Equity:
Common stock		727			713
Additional paid in capital		282,568			258,428
Retained earnings		107,141			28,625
Deferred compensation		—			(731	)
Treasury stock		(54,211	)		(16,212	)
Total shareholders’ equity		336,225			270,823
Total liabilities and shareholder’s equity	$	379,164		$	315,148
OTHER FINANCIAL DATA:
Days sales outstanding		58			47
Inventory turns		5.2			5.4

ANNEX 2

Integrated Circuit Systems, Inc.

SUPPLEMENTAL FINANCIAL INFORMATION

The following additional financial information was disclosed in our broadly accessible conference call on August 4, 2004:

Business Outlook:

Revenues are expected to be up 3% to 7% in our first quarter of fiscal 2005 in comparison to our fourth quarter of fiscal 2004. Gross margin will be 59.5% to 60.0% for the quarter. Operating expenses are expected to increase due to investments in research and development. We expect fully diluted earnings per share to be $0.26 for the first quarter of fiscal 2005.

Business Update:

Book to bill ratio for the fourth fiscal quarter was about 1 in all major business segments. There are 525,000 shares available for repurchase in the Company’s current buy back program.