CALIFORNIA MICRO DEVICES CORP
8-K, 1996-08-02
ELECTRONIC COMPONENTS & ACCESSORIES
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                      U.S. 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): July 24, 1996


                       California Micro Devices Corporation
              -----------------------------------------------------
              (Exact name of registrant as specified in its charter)



       California                 33-399-77        94-2672609
      -------------               ---------        ----------
State or other jurisdiction      (Commission      (IRS Employer
    of Incorporation)             File Number)    Identification No.)


         215 Topaz Street, Milpitas, CA                  95035-5430
         ------------------------------                  ----------
   (Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code:     (408)263-3214
                                                         ------------


                            Not Applicable
      ------------------------------------------------------------
      (Former name or former address, if changed since last report)

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<PAGE>

Item 7.	Financial Statements and Exhibits
           ---------------------------------

     On July 24, 1996, California Micro Devices Corporation (the 
"Company") released certain information regarding the Company's first 
quarter 1997 financials attached hereto.




                                      2


<PAGE>

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.


Dated: August 2, 1996            CALIFORNIA MICRO DEVICES CORPORATION


                      By:


                           -----------------------------------
                            Scott Hover-Smoot
                            Secretary and General Counsel

                                3


<PAGE>
                                                 NEWS RELEASE
[California Micro Devices Corporation logo]                 

	        California Micro Devices

                          Contacts:  Jeffrey  Kalb,  President and CEO
                                     (408) 934-3106
                                     John Trewin, Vice President and CFO
                                     (408) 934-3103
                                     Roberta Silverstein, Press and Media
                                     (408) 934-3141

                                     For Immediate Release

                 CALIFORNIA MICRO DEVICES FIRST FISCAL QUARTER
                      SHOWS INCREASED SALES, REDUCED PROFITS

Milpitas, CA, July 24, 1996 -- California Micro Devices Corporation  
(NASDAQ NMS: CAMD) (CMD), headquartered here, today reported net income 
of $332,000, or $0.03 per share, on revenues of $9.6 million, for the 
quarter ended June 30, 1996, the first quarter of its fiscal year 1997.  
This compares with net income of $517,000, or $0.05 per share, on 
revenues of $8.6 million, for the quarter ended June 30, 1995.  Average 
share and share equivalents outstanding increased to 11,020,000 from 
9,792,000 at June 30, 1995, including 1,500,000 shares held in trust in 
connection with the proposed, but not approved, February 1995 preliminary 
settlement of shareholder class action lawsuits. 

According to Jeffrey Kalb, CMD's president and chief executive officer, 
"Although the Company showed approximately 11% year over year revenue 
growth, revenues were down approximately 12.5% from the previous quarter 
due to the challenging market situation which is impacting most of the 
components industry.  Margins have dropped approximately 10 points 
compared to a year ago, primarily due to a significant change in product 
mix.  We have already taken steps to reduce costs and improve margins, 
including a company-wide shutdown during  the first week of July.  
Additional cost reductions are in progress.  However, it will take a 
shift back in product mix and/or a combination of revenue increases and 
cost reductions to reach last year's margin levels.  The Company is 
working towards this end."

As Kalb noted, "While we are controlling costs, we are not neglecting our 
future.  We invested $987,000 in R&D this quarter compared to $866,000 a 
year ago, emphasizing our confidence in the future of the business.  This 
increased investment was more than offset by reduced administrative 
expenses.  Although legal costs continue to be very high, we have 
significantly reduced the unusual consultant, audit and other costs that 
increased expenses last year."

Mr. Kalb also pointed to the strength of the Company's balance sheet.  
"We have $19 million in cash.  While this is down $3.2 million from the 
beginning of the fiscal year, the change reflects investments in 
facilities and equipment, as well as reductions in debt, which combined 
totaled $3.0 million during the quarter.  Our receivables continue to be 
in line with published industry norms.  Inventories increased at the 
beginning of the quarter as sales momentum decreased, but have been held 
flat since then." 

                               - more- 
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<PAGE>
The Company also offered some forward looking guidance with regard to the 
course of its business.  Forward looking statements involve a number of 
risks and uncertainties including, but not limited to, product demand, 
pricing, market acceptance, risk of dependence on third party suppliers, 
intellectual property rights and litigation, risks in product and 
technology development and other risk factors detailed in CMD's 
Securities and Exchange Commission filings.

The Company noted that its book-to-bill ratio for the June quarter was 
0.73, compared to 0.98 in the previous quarter ended March 31, 1996.  
"Along with the rest of the semiconductor and related industries, we have 
seen many customers requiring much shorter lead times." Kalb said.  "They 
are reducing their inventories, and giving us significantly shorter lead 
times than this time a year ago, greatly impacting the book-to-bill.  
Fortunately, we had already taken steps during the last year to reduce 
our manufacturing lead times by over one third, and are continuing to 
seek further improvements.  This, together with slightly more inventory, 
should put us in a good position to respond to customer demands."

"However," continued Kalb, "with shorter lead times and the resulting 
lower backlogs, the future becomes more difficult to predict.  Based on 
what we can see now, revenues for the second quarter could be flat or up 
slightly over the first quarter.  CMD is reacting to the changing 
environment, but slow to moderate growth will keep pressure on margins 
and profits.   We are taking steps which should improve those margins and 
we will continue to control operating expenses tightly.  We also have 
aggressive new design activity centered around CMD's thin film passive 
products, semiconductor peripheral integration programs, and particularly 
our new P/Active[JT1](TM) family of products.  All these efforts should lead 
to improved growth opportunities when the Company and industry emerge 
from this transition period."

Headquartered in Milpitas, California, California Micro Devices (CMD) 
designs, manufactures and markets integrated thin-film, silicon-based 
termination and filtering passive components and active electronic 
circuitry.  CMD's products target the requirements of computer, 
networking and communication-based customers for smaller, densely 
integrated devices that operate at higher frequencies with superior 
performance and functionality.

Statements contained herein which are not historical facts are forward 
looking statements.  The forward-looking statements in this release are 
made pursuant to the safe harbor provisions of the Private Securities 
Litigation Reform Act of 1995.  Due to the risk factors discussed herein, 
the Company's future actual results could differ materially from those 
discussed above.



                                  - more- 
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<PAGE>
                         CALIFORNIA MICRO DEVICES CORPORATION
                                  Balance Sheets
                               (Amounts in thousands)
                                   (Unaudited)

                                              June 30,     March 31, 
                                                1996          1996 
                                              --------     ---------
ASSETS:
Current assets:

  Cash and short-term securities              $18,946       $22,150 
  Accounts receivable, less allowance for
    doubtful accounts of $909 and $960          4,558         4,500 
  Inventories                                   7,515         6,940 
  Prepaid expenses and other assets               462           585 
                                              -------       -------
    Total current assets                       31,481        34,175 

Property, plant & equipment, net               11,564         9,314 
Restricted cash                                 1,144           905 
Other long term assets                            450           534 

    Total assets                              $44,639       $44,928 
                                              =======       =======

LIABILITIES & SHAREHOLDERS' EQUITY:
Current liabilities:
  Accounts payable                             $3,091        $2,832 
  Accrued salaries and benefits                 1,032         1,250 
  Other accrued liabilities                     3,355         4,279 
  Deferred margin on shipments to distributors  1,027         1,039 
  Current maturities of long-term debt and 
    capital lease obligations                     855         1,282 
                                               ------        ------
    Total current liabilities                   9,360        10,682 

Long-term debt, less current maturities         7,490         7,490 
Capital lease obligations, less current 
  maturites                                       226           299 
Deferred income                                     -           107 
                                              -------       -------
    Total liabilities                          17,076        18,578 

Shareholders' equity:
  Common stock - no par value; authorized 
    25,000,000; issued and outstanding 
    10,497,593 shares                          56,378       55,442 
  Retained earnings                           (28,815)     (29,092)
                                              -------      -------
    Total shareholders' equity                 27,563       26,350 
                                              -------      -------
  Total liabilities and shareholders' equity  $44,639      $44,928 

                           - more- 
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<PAGE>
                   CALIFORNIA MICRO DEVICES CORPORATION
                           Statements of Operations
               (Amounts in thousands, except per share data)
                                 (Unaudited)
 
                                        Three Months Ended June 30,
                                        ---------------------------
                                             1996            1995
                                        ------------      ----------
Revenues:

  Net product sales                        $9,295           $8,344 
  Technology related revenues                 300              303 
                                           ------            -----
    Total revenues                          9,595            8,647 

Cost and expenses:
  Cost of sales                             6,224            4,753 
  Research and development                    987              866 
  Selling, marketing and administrative     2,152            2,474 
                                           ------           ------
    Total costs and expenses                9,363            8,093 
                                           ------           ------
Operating income                              232              554 
Other (income) expense, net                  (100)              37 
                                           ------           ------
Income before income taxes                    332              517 

Income taxes (benefit)                          -                -
                                           ------           ------
Net income                                  $ 332           $ 517 
                                           ======          ======
Net income per share                        $0.03           $0.05 

Weighted average common shares
  and share equivalents outstanding        11,020           9,782 
                                           ======          ======

                                 ###
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