- Current report filing (8-K)
December 12 2008 - 2:04PM
Edgar (US Regulatory)
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: December 10, 2008
(Date of earliest event reported)
California Micro Devices
Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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0-15449
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94-2672609
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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490 N. McCarthy Blvd., No. 100, Milpitas, CA 95035-5112
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (408) 263-3214
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 obligations of the registrant under any of the following provisions (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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TABLE OF CONTENTS
Item 7.01.
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Regulation FD Disclosure.
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On December 10, 2008, Registrant
(the Company or we) announced via news release updated guidance as to the expected results for its fiscal 2009 third quarter ended December 31, 2008. The full text of the news release issued in connection with that announcement is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Use of Non-GAAP Financial Information
The Companys press release contains non-GAAP forecast earnings per share (EPS) that excludes the effects of share-based compensation and the
requirements of SFAS No. 123R, Share-based Payment (123R). In particular, the non-GAAP financial measure used by management and disclosed by the Company excludes the income statement effects of all forms of share-based
compensation and the effects of 123R upon the number of diluted shares used in calculating non-GAAP earnings per share. The non-GAAP financial measure also excludes Arques Technology acquisition-related costs, including amortization of
acquisition-related intangibles, and the impact of both the likely impairment of goodwill and the possible impairment of other assets. In addition, this non-GAAP measure utilizes a tax rate that is based upon the income taxes we expect to actually
pay relating to this quarters activities and results.
The Company develops an annual budget that includes all components of the income statement,
exclusive of share-based compensation, Arques Technology acquisition costs, and asset impairment charges. The accounting expense impact of share-based compensation, Arques Technology acquisition costs, or asset impairment is not discussed or
considered when assessing and determining the appropriate level of budgeted expenses for cost of sales, research and development (R&D), and selling, general and administrative (SG&A) or when determining profitability
for purposes of profit sharing and bonuses.
The Company uses share-based compensation programs to align employees actions and behaviors with
stockholders interest and to be able to attract, motivate and retain the best employees in a competitive marketplace. Share-based compensation is but one element in employee compensation and is evaluated separately from the cost of other
compensation programs. Specifically, we evaluate our share-based compensation programs from the perspective of the resulting dilution and other metrics, and not from the resulting expense to be recorded.
When we develop our annual budget, for taxes we consider only the taxes we expect to pay rather than taxes determined in accordance with GAAP which may fluctuate
substantially over the next several years as we assess whether and when to make further releases of or accruals to the valuation allowance against our deferred tax asset. When we consider our profitability for purposes of profit sharing and bonuses,
we do not consider taxes.
Management has determined that providing guidance on non-GAAP EPS provides investors a meaningful presentation of the
Companys forecast for operating results. The Company is not providing GAAP EPS guidance because of the variability of the asset impairment impact. As management uses this non-GAAP measure internally for strategic decision making, forecasting
future results, and evaluating the Companys current performance, management believes providing guidance as to non-GAAP EPS assists investors understanding of how management views the Companys forecast of operating results.
Non-GAAP EPS enhances overall understanding of the Companys current forecast of financial performance and better enables comparability to prior results. Management believes non-GAAP EPS, excluding among other items the impact of asset
impairment, is useful information for investors because comparative differences in the corresponding GAAP measures for different periods may reflect factors other than changes in the operation of the business.
Because the Company is not providing guidance as to GAAP EPS, the Company is not providing reconciliations of forecast
non-GAAP EPS to GAAP EPS in its press release. The non-GAAP financial measure, that is non-GAAP EPS, disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the
financial results ultimately calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. Non-GAAP EPS as determined by the Company may be calculated differently from, and therefore may not be
comparable to, similarly titled measures used by other companies.
The information contained in this Current Report on Form 8-K shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit 99.1, Registrants News Release
dated December 10, 2008, is furnished pursuant to Item 7.01 of Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly
caused this Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 11
th
day of December, 2008.
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CALIFORNIA MICRO DEVICES CORPORATION
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(Registrant)
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By:
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/s/ ROBERT V. DICKINSON
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Robert V. Dickinson
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President and Chief Executive Officer
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Exhibit Index
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Exhibit
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Description
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99.1
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Registrants News Release dated December 10, 2008, is furnished pursuant to Item 7.01 of Form 8-K.
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