8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)  October 27, 2004

QuickLogic Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-22671	77-0188504
(State or other jurisdiction of  incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1277 Orleans Drive, Sunnyvale, CA		94089-1138
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code  (408) 990-4000

N/A

(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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 Results of Operation and Financial Condition.

On October 27, 2004, QuickLogic Corporation issued a press release regarding QuickLogic’s financial results for the fiscal quarter ended September 30, 2004.  A copy of QuickLogic’s press release is attached hereto as Exhibit 99.1.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 9 – Financial Statements and Exhibits

Item 9.01(c) Exhibits.

The following exhibit is furnished as a part of this report:

99.1         Press release announcing financial results for the fiscal quarter ended September 30, 2004.

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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 hereunto duly authorized.

Date: October 27, 2004	QuickLogic Corporation
	/s/Carl M. Mills
	Carl M. Mills
	Vice President of Finance and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Contacts: Carl M. Mills
QuickLogic Corporation
Chief Financial Officer
(408)990-4000
cmills@quicklogic.com Ann McMichael
QuickLogic Corporation
IR Manager
(416) 497-8884
amcmichael@quicklogic.com

For Immediate Release

QUICKLOGIC ANNOUNCES THIRD QUARTER RESULTS –
REVENUE INCREASES 6% SEQUENTIALLY

SUNNYVALE, Calif.—October 27, 2004 —QuickLogic Corporation (Nasdaq: QUIK), the inventor and pioneer of Embedded Standard Products (ESPs), today announced its financial results for the third quarter ended September 30, 2004.

Net revenue for the third quarter of 2004 was $11.9 million, up 6% sequentially from net revenue of $11.2 million in the second quarter of 2004, and up 7% compared to net revenue in the third quarter of 2003.  ESP and Advanced ESP products contributed 38% of net revenue in the third quarter of 2004.  The net loss for the third quarter of 2004 was $899,000 or $0.03 per share, compared to a net loss of $709,000, or $0.03 per share, in the third quarter of 2003.

“We are very pleased with our third quarter revenue growth, especially in comparison to industry results,” said Tom Hart, Chairman, President and CEO.  “Our revenue of $11.9 million was better than any quarter since December 2000. We have now released all devices of our new Eclipse II and QuickMIPS product families to production.  These new product families are generating many new design opportunities, that historically have been won by FPGAs, CPLDs or ASICs.  The primary benefits for our customers are very low power, shorter time-to-market and competitive pricing.”

Conference Call

Our conference call is being webcast by CCBN and can be accessed via QuickLogic’s website at www.quicklogic.com. For access to the conference call, please call 1-888-396-2369 or 1-617-847-8710 (international) by 2:20 p.m. Pacific Time on October 27, 2004. You will need to reference the pass code: 29707700.  A recording of the call will be available starting one hour after the completion of the call. To access the recording, please call 1-888-286-8010 or 1-617-801-6888 (international). You will need to reference the pass code: 83060325. Both the webcast and the call recording will be archived until November 3^rd, 2004.

About QuickLogic

QuickLogic Corporation (Nasdaq: QUIK) invented and has pioneered the Embedded Standard Product (ESP) architecture, with the introduction of first products in 1998.  ESPs are semiconductor devices that deliver the guaranteed performance, lower cost and lower risk of standard products, coupled with the flexibility and time-to-market benefits of programmable logic. QuickLogic’s proprietary ViaLink metal-to-metal interconnect technology offers significant benefits - including very low power at high performance levels - to our customers and is the foundation of our ESP product families, as well as our core FPGA products. Founded in 1988, the Company is located at 1277 Orleans Drive, Sunnyvale, CA 94089-1138. For more information, please visit the QuickLogic web site at www.quicklogic.com.

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Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements made by our CEO relating to our new products and the market acceptance of our products. Actual results could differ materially from any such forward-looking statements.  Factors that could cause actual results to differ materially include our ability to introduce and produce new products based on advanced wafer technology on a timely basis; delays in the acceptance of the Company’s ESPs or new products; our ability to convert new design opportunities into customer activity; the level of customer design activity; our ability to adequately market the low power, competitive pricing and short time-to market of our new product families; intense competition, including the introduction of new products by competitors; our ability to hire and retain qualified personnel; unforeseen changes in product demand or supply; and general economic conditions.  These factors and others are described in more detail in the Company’s public reports filed with the Securities and Exchange Commission, including the risks discussed in the “Risk Factors” section in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in the Company’s prior press releases.

ViaLink, pASIC, QuickPCI, QuickRAM, QuickWorks, DeskFAB, and the QuickLogic name and logo are registered trademarks and Eclipse, QuickMIPS, QuickTools, QuickSD, QuickFC, WebASIC, and WebESP are trademarks of QuickLogic Corporation. All other brands or trademarks are the property of their respective holders and should be treated as such.

Note to Editors: Financial Tables Follow

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QUICKLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended									Nine Months Ended
	September 30, 2004			September 30, 2003			June 30, 2004			September 30, 2004			September 30, 2003
Revenue	$	11,944		$	11,171		$	11,221		$	33,533		$	31,175
Cost of revenue	6,059			5,416			4,465			15,079			14,993
Gross profit	5,885			5,755			6,756			18,454			16,182
Operating expenses:
Research and development	3,046			2,712			3,052			9,346			7,460
Selling, general and administrative	3,729			3,771			4,194			11,832			11,748
Total operating expenses	6,775			6,483			7,246			21,178			19,208
Loss from operations	(890		)	(728		)	(490		)	(2,724		)	(3,026		)
Gain on sale of investment in Tower   Semiconductor Ltd.	—			23			—			—			719
Interest expense	(69		)	(33		)	(62		)	(199		)	(149		)
Interest income and other, net	60			29			23			127			89
Net loss	$	(899	)	$	(709	)	$	(529	)	$	(2,796	)	$	(2,367	)
Net loss per share:
Basic and diluted	$	(0.03	)	$	(0.03	)	$	(0.02	)	$	(0.11	)	$	(0.10	)
Shares used in per share calculation:
Basic and diluted	25,786			24,194			25,231			25,300			23,948

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QUICKLOGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	September 30, 2004			December 31, 2003 (1)
ASSETS
Current assets:
Cash and cash equivalents	$	27,022		$	26,443
Short term investment in Tower Semiconductor Ltd.	2,997			—
Accounts receivable, net	2,678			3,924
Inventory	6,936			5,255
Other current assets	1,044			1,727
Total current assets	40,677			37,349
Property and equipment, net	8,207			9,070
Investment in Tower Semiconductor Ltd.	1,507			5,697
Other assets	5,884			6,247
TOTAL ASSETS	$	56,275		$	58,363
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Revolving line of credit	$	2,000		$	2,900
Trade payables	3,437			3,555
Accrued liabilities	2,904			1,981
Deferred income on shipments to distributors	1,868			1,305
Current portion of debt and capital lease obligations	2,333			2,031
Total current liabilities	12,542			11,772
Long-term liabilities	2,453			2,723
Total liabilities	14,995			14,495
Stockholders’ equity:
Common stock, at par	26			25
Additional paid-in capital	154,982			153,582
Accumulated other comprehensive income	(67		)	1,126
Accumulated deficit	(113,661		)	(110,865		)
Total stockholders’ equity	41,280			43,868
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	56,275		$	58,363

(1) Derived from the December 31, 2003 audited balance sheet included in the 2003 Annual Report on Form 10-K of QuickLogic Corporation.

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QUICKLOGIC CORPORATION

SUPPLEMENTAL DATA

(Unaudited)

	Percent of Total Revenue						Change in Revenue
	Q3 2004		Q2 2004		Q3 2003		Q3 2004 to Q2 2004		Q3 2004 to Q3 2003
COMPOSITION OF REVENUE
Revenue by product (1):
Mature products	62	%	60	%	49	%	9	%	35	%
Embedded standard products	30	%	31	%	41	%	2	%	(23	)%
Advanced embedded standard products	8	%	9	%	10	%	3	%	(6	)%
Revenue by geography:
North America	46	%	52	%	52	%	(5	)%	(5	)%
Japan	15	%	13	%	14	%	24	%	21	%
Europe	30	%	22	%	20	%	48	%	61	%
Rest of world	9	%	13	%	14	%	(34	)%	(40	)%
Revenue by end-customer segment:
Computing	6	%	11	%	18	%	(38	)%	(62	)%
Instrumentation and test	41	%	46	%	34	%	(4	)%	29	%
Datacom and telecom	21	%	21	%	20	%	3	%	10	%
Graphics and imaging	16	%	13	%	10	%	27	%	64	%
Military and aerospace systems	16	%	9	%	18	%	90	%	(3	)%

(1)Mature products include pASIC1, pASIC2 and pASIC3 product families.  Embedded standard products include the QuickRAM, QuickPCI, QuickDSP, QuickFC, and V3 product families. Advanced embedded standard products include our Eclipse, Eclipse II and QuickMIPS product families, certain QuickPCI devices as well as programming hardware and software.

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