form10q.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-Q

__________________

(Mark One)

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended December 31, 2007

¨	Transition Report Pursuant to Section 10 or 15(d) of the Securities Exchange Act of 1934

For The Transition Period from to

Commission File Number 0-15449

__________________

CALIFORNIA MICRO DEVICES CORPORATION

(Exact name of registrant as specified in its charter)

__________________


Delaware		94-2672609
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


490 N. McCarthy Boulevard #100 Milpitas, California		95035
(Address of principal executive offices)		(Zip Code)

(408) 263-3214

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address, and former fiscal year if changed since last report)

__________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer x

Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No x

The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of January 31, 2008 was 23,298,274.

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California Micro Devices Corporation

Form 10-Q for the Quarter Ended December 31, 2007

INDEX

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		3
	Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2007 and 2006		3
	Condensed Consolidated Balance Sheets as of December 31, 2007 and March 31, 2007		4
	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2007 and 2006		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		29
Item 4.	Controls and Procedures		30

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		31
Item 1A.	Risk Factors		31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		45
Item 3.	Defaults Upon Senior Securities		45
Item 4.	Submission of Matters to a Vote of Security Holders		45
Item 5.	Other Information		45
Item 6.	Exhibits		46

	SIGNATURES		47

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)

California Micro Devices Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended					Nine Months Ended
	December 31,					December 31,
	2007			2006		2007			2006
Net sales	$	14,955		$	17,736	$	44,201		$	52,541
Cost of sales		10,105			11,393		29,995			32,610
Gross margin		4,850			6,343		14,206			19,931
Operating expenses:
Research and development		1,670			1,903		5,080			6,129
Selling, general and administrative		3,533			4,349		11,170			12,610
In-process research and development		-			-		-			2,210
Amortization of purchased intangible assets		41			41		124			117
Total operating expenses		5,244			6,293		16,374			21,066
Operating income (loss)		(394	)		50		(2,168	)		(1,135	)
Other income, net		628			646		1,911			1,802
Income (loss) before income taxes		234			696		(257	)		667
Income taxes		4			23		12			692
Net income (loss)	$	230		$	673	$	(269	)	$	(25	)

Net income (loss) per share – basic	$	0.01		$	0.03	$	(0.01	)	$	(0.00	)
Weighted average common shares outstanding – basic		23,252			23,063		23,212			22,989
Net income (loss) per share–diluted	$	0.01		$	0.03	$	(0.01	)	$	(0.00	)
Weighted average common shares and share equivalents outstanding – diluted		23,283			23,136		23,212			22,989

See Notes to Condensed Consolidated Financial Statements.

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California Micro Devices Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	December 31,			March 31,
	2007			2007
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,506		$	1,908
Short-term investments		47,730			47,116
Accounts receivable, net		5,895			7,514
Inventories		6,976			5,172
Deferred tax assets		2,269			2,201
Prepaid expenses and other current assets		1,316			882
Total current assets		67,692			64,793
Property, plant and equipment, net		5,691			4,840
Goodwill		5,258			5,258
Intangible assets, net		308			432
Other long-term assets		83			560
TOTAL ASSETS	$	79,032		$	75,883

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,664		$	4,654
Accrued liabilities		2,092			3,269
Deferred margin on shipments to distributors		2,116			1,479
Current maturities of capital lease obligations		132			132
Total current liabilities		11,004			9,534
Other long-term liabilities		163			303
Total liabilities		11,167			9,837
Commitments and contingencies
Shareholders' equity:
Common stock and additional paid-in capital - $0.001 par value;
50,000,000 shares authorized; shares issued and outstanding:
23,293,024 and 23,151,103 as of December 31, 2007 and
March 31, 2007, respectively		117,159			114,923
Accumulated other comprehensive income		1			-
Accumulated deficit		(49,295	)		(48,877	)
Total shareholders' equity		67,865			66,046
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	79,032		$	75,883

See Notes to Condensed Consolidated Financial Statements.

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California Micro Devices Corporation

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended
	December 31,
	2007			2006
Cash flows from operating activities:
Net loss	$	(269	)	$	(25	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		1,497			1,140
Accretion of investment purchase discounts		(1,036	)		(1,114	)
Amortization of intangible assets		124			117
In-process research and development		-			2,210
Stock-based compensation		1,746			2,346
Tax benefit from share-based payment arrangements		(22	)		-
Deferred income taxes		(68	)		515
Changes in assets and liabilities:
Accounts receivable, net		1,619			161
Inventories		(1,804	)		(793	)
Accounts payable and other current liabilities		1,715			1,305
Deferred margin on shipments to distributors		637			(346	)
Other assets and liabilities		(375	)		517
Net cash provided by operating activities		3,764			6,033

Cash flows from investing activities:
Purchases of short-term investments		(104,154	)		(122,057	)
Maturities and sales of short-term investments		104,577			123,139
Payments for acquisition, net of cash acquired		(1,031	)		(6,993	)
Capital expenditures		(1,906	)		(1,553	)
Net cash used in investing activities		(2,514	)		(7,464	)

Cash flows from financing activities:
Proceeds from employee stock compensation plans		458			920
Repayments of capital lease obligations		(132	)		(132	)
Tax benefit from share-based payment arrangements		22			-
Net cash provided by financing activities		348			788

Net increase (decrease) in cash and cash equivalents		1,598			(643	)
Cash and cash equivalents at beginning of period		1,908			9,788
Cash and cash equivalents at end of period	$	3,506		$	9,145

See Notes to Condensed Consolidated Financial Statements.

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California Micro Devices Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements should be read in conjunction with the financial statements included with our annual report on Form 10-K for the fiscal year ended March 31, 2007. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of California Micro Devices Corporation (the “Company”, “CMD”, “we”, “us” or “our”) as of December 31, 2007, and the results of operations for the three and nine month periods ended December 31, 2007 and 2006, and cash flows for the nine month periods ended December 31, 2007 and 2006. Results for the three and nine month periods are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year ending March 31, 2008. Certain prior year amounts in the financial statements and notes thereto have been reclassified to conform to the current 2008 presentation.

The unaudited condensed consolidated financial statements include the accounts of CMD and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated.

2. Use of Estimates

The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our estimates are based on historical experience, input from sources outside of the company, and other relevant facts and circumstances. Actual results could differ from those estimates, and such differences could be material.

3. Recent Accounting Pronouncements

In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements" (“FAS 157”). FAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently assessing the impact that FAS 157 will have on our results of operations and financial position.

In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. FAS 159 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact, if any, of adopting FAS 159 on our financial position and results of operations.

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In December 2007, the FASB issued Statement No. 141(R), “Business Combinations”(“FAS 141(R)”) which expands the definition of transactions and events that qualify as business combinations; requires that the acquired assets and liabilities, including contingencies, be recorded at the fair value determined on the acquisition date and changes thereafter reflected in revenue, not goodwill; changes the recognition timing for restructuring costs; and requires acquisition costs to be expensed as incurred. Adoption of FAS 141(R) is required for combinations after December 15, 2008. Early adoption and retroactive application of FAS 141(R) to fiscal years preceding the effective date are not permitted. We believe that there is no impact of FAS 141(R) on our financial position and results of operations.

In December 2007, the FASB issued Statement No. 160, “Noncontrolling Interest in Consolidated Financial Statements” (“FAS 160”) which re-characterizes minority interests in consolidated subsidiaries as non-controlling interests and requires the classification of minority interests as a component of equity. Under FAS 160, a change in control will be measured at fair value, with any gain or loss recognized in earnings. The effective date for FAS 160 is for annual periods beginning on or after December 15, 2008. Early adoption and retroactive application of FAS 160 to fiscal years preceding the effective date are not permitted. We believe that there is no impact of FAS 160 on our financial position and results of operations.

4. Cash, Cash Equivalents and Short-Term Investments

Cash and cash equivalents represent cash and money market funds as follows (in thousands);

	December 31,		March 31,
	2007		2007
Cash	$	165	$	-
Money market funds		3,341		1,908
Cash and cash equivalents	$	3,506	$	1,908

Short-term investments represent investments in certificates of deposits and debt securities with remaining maturities less than 360 days. We invest our excess cash in high quality financial instruments. We have classified our marketable securities as available for sale securities. Our available for sale securities are carried at fair value, with unrealized gains and losses reported in a separate component of shareholders’ equity. Realized gains and losses and declines in value judged to be other than temporary, if any, on available for sale securities are included in interest income. Interest on securities classified as available for sale is also included in interest and other income, net. The cost of securities sold is based on the specific identification method.

Short-term investments were as follows (in thousands):

	December 31,		March 31,
	2007		2007
Commercial paper	$	17,939	$	31,327
Corporate bonds		11,419		9,280
Asset-backed securities		5,095		4,009
U.S. Agency notes		13,277		-
Certificate of deposits		-		2,500
Total short-term investments	$	47,730	$	47,116

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5. Goodwill and Other Intangible Assets

Goodwill

Goodwill as of December 31, 2007, relates entirely to our purchase of Arques Technology, Inc. in April 2006. In accordance with Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets: ("SFAS 142") goodwill is tested for impairment on annual basis, or earlier if indicators of impairment exist. We perform our annual test for impairment of goodwill during our fourth fiscal quarter.

Intangible Assets

In connection with the Arques acquisition, $590,000 of the purchase consideration was allocated to intangible assets. The components of intangible assets as of December 31, 2007 were as follows (in thousands):

	Developed
	and Core		Distributor
	Technology		Relationships		Total
Gross carrying amount at December 31, 2007	$	520	$	70	$	590
Accumulated amortization		222		60		282
Net carrying amount at December 31, 2007	$	298	$	10	$	308

The amortization expense for developed and core technology and distributor relationships was $41,000 and $124,000 for the three and nine months ended December 31, 2007, respectively, as compared to $41,000 and $117,000 for the same periods a year ago. Based on intangible assets recorded at December 31, 2007, and assuming no subsequent additions to, or impairment of, the underlying assets, the future estimated amortization expense is approximately $41,000, $131,000 and $135,000 in the remainder of 2008, 2009 and 2010, respectively.

In assessing the recoverability of goodwill and intangible assets, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. It is reasonably possible that these estimates, or their related assumptions, may change in the future, in which case we may be required to record impairment charges for these assets.

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6. Balance Sheet Components

Balance sheet components were as follows (in thousands):

	December 31,			March 31,
	2007			2007
Inventories:
Work in process	$	2,278		$	2,161
Finished goods		4,698			3,011
	$	6,976		$	5,172

Accounts receivable, net:
Accounts receivable	$	6,202		$	7,904
Less allowance for doubtful accounts		(12	)		(320	)
Less sales allowances and return reserves		(295	)		(70	)
	$	5,895		$	7,514

Property, plant and equipment, net:
Machinery and equipment	$	11,219		$	8,971
Computer equipment and related software		4,051			3,805
Construction in progress		727			1,008
	$	15,997		$	13,784
Less: accumulated depreciation and amortization		(10,306	)		(8,944	)
	$	5,691		$	4,840
Accrued liabilities:
Accrued salaries and benefits	$	1,113		$	1,366
Other accrued liabilities		979			1,903
	$	2,092		$	3,269

7. Capital Lease Obligations

In October 2006, we entered into a three-year software lease agreement with Synopsys. The capitalized amount associated with the lease is $362,000. Concurrently, we also entered into a three-year software lease agreement with Applied Wave Research, for which the capitalized amount is $34,000. The imputed interest rate for each of these leases is approximately 8% and capital lease payments aggregating to $132,000 per year. The outstanding capital lease obligation as of December 31, 2007 and March 31, 2007 was $132,000 and $264,000 respectively. Interest expense on the lease during nine months ended December 31, 2007 was $9,000.

Total fixed assets purchased under capital leases and the associated accumulated amortization was as follows (in thousands):

	December 31,			March 31,
	2007			2007
Capitalized cost	$	396		$	396
Accumulated amortization		(154	)		(55	)
Net book value	$	242		$	341

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Amortization expense for fixed assets purchased under capital leases is included in the line item titled “depreciation and amortization” on our condensed consolidated statements of cash flows.

8. Employee Stock Benefit Plans

Our equity incentive program is a long-term retention program that is intended to attract and retain qualified management and technical employees and align shareholder and employee interests. Under our current equity incentive program, stock options have varying vesting periods typically over four years and are generally exercisable for a period of ten years from the date of issuance and are granted at prices equal to the fair market value of the Company’s common stock at the grant date. These plans are described fully in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended March 31, 2007.

Stock Options

Stock option activity for the nine months ended December 31, 2007, is as follows (in thousands, except share prices):

	Shareholder					Non-Shareholder
	Approved Plans					Approved Plan					All Plans
																Weighted
																Average
				Weighted					Weighted					Weighted		Remaining
				Average					Average					Average		Contractual	Aggregate
				Exercise					Exercise					Exercise		Term	Intrinsic
	Shares			Price		Shares			Price		Shares			Price		(in years)	Value
Balance at March 31, 2007		3,493		$	5.96		818		$	7.42		4,311		$	6.24
Granted		1,141			3.81		-			-		1,141			3.81
Exercised		(16	)		3.41		-			-		(16	)		3.41
Canceled		(231	)		5.38		(243	)		7.81		(474	)		6.63
Balance at December 31, 2007		4,387		$	5.44		575		$	7.25		4,962		$	5.65	7.47	$	1,547

The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s closing stock price of $4.64 as of December 31, 2007, which would have been received by the option holders had all option holders with in-the-money options exercised their options as of that date.

Net cash proceeds from the exercise of stock options for the three and nine months ended December 31, 2007 were $9,000 and $22,000 respectively compared to $94,000 and $509,000 for the same periods a year ago.

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The following table summarizes the ranges of the exercise prices of outstanding and exercisable options at December 31, 2007:

					Options Outstanding						Options Exercisable
							Average		Weighted				Weighted
					Number		Remaining		Average		Number		Average
					Outstanding		Contractual		Exercise		Exercisable		Exercise
Range of Exercise Prices					(thousands)		Life		Price		(thousands)		Price
$	2.75	-	$	4.00		1,309		9.09	$	3.65		172	$	3.29
	4.01	-		6.00		1,722		7.70		4.90		859		5.20
	6.01	-		8.00		1,507		6.32		6.74		1,045		6.68
	8.01	-		10.00		272		5.86		8.69		272		8.69
	10.01	-		22.50		152		5.10		15.21		152		15.21
$	2.75	-	$	22.50		4,962		7.47	$	5.65		2,500	$	6.68

Employee Stock Purchase Plan (ESPP)

Our ESPP provides that eligible employees may contribute up to 15% of their eligible earnings, through accumulated payroll deductions, toward the semi-annual purchase of our common stock at 85% of the fair market value of the common stock at certain defined points in the plan offering periods. We issued 77,014 and 126,021 shares under the ESPP during the three and nine months ended December 31, 2007 respectively, compared to 53,527 and 87,565 for the same periods a year ago. Net cash proceeds from the ESPP were $251,000 and $436,000 for the three and nine months ended December 31, 2007 respectively, compared to 206,000 and $412,000 for the same periods a year ago.

Shares Available for Future Issuance under Employee Benefit Plans

As of December 31, 2007, 775,000 shares were available for future issuance, which included 317,000 shares of common stock available for issuance under our ESPP, 22,000 under our UK Sub-Plan and 436,000 under our 2004 Omnibus Incentive Compensation Plan.

Stock-Based Compensation Expense

The following table sets forth the total stock-based compensation expense for the three and nine months ended December 31, 2007 and 2006 resulting from employee stock options and ESPP included in our Condensed Consolidated Statements of Operations in accordance with FAS 123(R) (in thousands):

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2007		2006		2007		2006
Cost of sales	$	83	$	113	$	262	$	347
Research and development		144		173		441		521
Selling, general and administrative		359		484		1,043		1,478
Stock-based compensation expense before income taxes		586		770		1,746		2,346
Tax benefit		16		-		22		-
Stock-based compensation expense, net of tax	$	570	$	770	$	1,724	$	2,346

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The effect of recording employee stock-based compensation expense for the three and nine months ended December 31, 2007 and 2006 was as follows (in thousands, except per share amounts):

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2007		2006		2007		2006
Impact on income / loss before income taxes	$	586	$	770	$	1,746	$	2,346
Impact on net income / loss		570		770		1,724		2,346
Impact on basic and diluted net income / loss per share	$	0.03	$	0.03	$	0.07	$	0.10

Income tax benefit of $16,000 and $22,000 was realized from ESPP purchases during the three and nine months ended December 31, 2007, respectively, whereas no such benefit was realized during the same periods a year ago.

The fair value of stock-based awards was estimated using the Black-Scholes model with the following weighted average assumptions for the three and nine months ended December 31, 2007 and 2006, respectively:

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
Employee Stock Options:
Expected life in years		4.11			4.06			4.11			4.02
Volatility		0.64			0.69			0.64			0.70
Risk-free interest rate		3.49	%		4.63	%		4.28	%		4.81	%
Dividend Yield		0	%		0	%		0	%		0	%

ESPP:
Expected life in years		0.50			0.50			0.50			0.50
Volatility		0.59			0.47			0.48			0.51
Risk-free interest rate		3.64	%		5.16	%		4.32	%		4.95	%
Dividend Yield		0	%		0	%		0	%		0	%

We currently estimate our forfeiture rate to be 17%, which is based on an analysis of expected forfeiture data using our current demographics and probabilities of employee turnover.

As of December 31, 2007, we had $2.3 million of total unrecognized compensation expense, net of estimated forfeitures, related to stock options that will be recognized over the weighted average period of 3.2 years.

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9. Stock Issuances

During the three and nine months ended December 31, 2007 and 2006, we issued the following shares of common stock under our employee stock option and employee stock purchase plans:

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2007		2006		2007		2006
Shares issued		88,000		106,871		142,000		260,679
Total proceeds, including amounts receivable as at December 31, 2007 and 2006	$	291,000	$	365,000	$	490,000	$	986,000

10. Net Income (Loss) Per Share

The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share data):

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2007		2006		2007			2006
Net income (loss)	$	230	$	673	$	(269	)	$	(25	)
Weighted average common shares outstanding used in
the calculation of net income (loss) per share:
Basic Shares		23,252		23,063		23,212			22,989
Effect of dilutive securities:
Employee stock options		31		73		-			-
Dilutive shares		23,283		23,136		23,212			22,989
Net income (loss) per share:
Basic	$	0.01	$	0.03	$	(0.01	)	$	(0.00	)
Diluted	$	0.01	$	0.03	$	(0.01	)	$	(0.00	)

Basic income (loss) per share was computed using the net income (loss) and weighted average number of common shares outstanding during the period. Diluted earnings per common share incorporate the additional shares issuable upon the assumed exercise of stock options.

Due to our net loss for the nine months ended December 31, 2007 and 2006, all of our outstanding options were excluded from the diluted loss per share calculation because their inclusion would have been anti-dilutive. If we had earned a profit during the nine months ended December 31, 2007 and 2006, we would have added 39,832 and 139,952 common equivalent shares respectively, to our basic weighted-average shares outstanding to compute the diluted weighted-average shares outstanding.

Options to purchase 4,827,604 and 4,278,287 shares of common stock were outstanding during the three months ended December 31, 2007 and 2006, but were not included in the computation of diluted earnings per share because the effect was antidilutive.

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11. Comprehensive Income (Loss)

Comprehensive income (loss) is principally comprised of net income (loss) and unrealized gain on our available for sale securities. Comprehensive income (loss) for the three and nine months ended December 31, 2007 and 2006 was as follows (in thousands):

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
Net income (loss)	$	230		$	673		$	(269	)	$	(25	)
Unrealized gain (loss) on available for sale securities		(3	)		(5	)		1			6
Foreign currency translation adjustment		-			(3	)		-			(6	)
Comprehensive income (loss)	$	227		$	665		$	(268	)	$	(25	)

12. Income Taxes

Effective at the beginning of the first quarter of fiscal 2008, we adopted the Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold of more-likely-than-not to be sustained upon examination, specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions.

As a result of the implementation of FIN 48, we recognized a $149,000 increase in the liability for unrecognized tax benefits related to tax positions taken in prior periods. This increase was accounted for as a cumulative effect of a change in accounting principle that resulted in an increase to accumulated deficit.

The amount of unrecognized tax benefits as of April 1, 2007 after the FIN 48 adjustment was $175,000. For the nine months ended December 31, 2007, there was no significant change to the liability for unrecognized tax benefits booked at the beginning of the year.

Our policy is to include interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of FIN 48, the amount of any accrued interest or penalties associated with any unrecognized tax positions was $49,000. The additional amount of interest and penalties for the nine months ended December 31, 2007 was insignificant.

We estimated that it is more likely than not that approximately $2.3 million and $2.2 million, respectively, of the deferred tax assets as of December 31, 2007 and March 31, 2007 will be realized in the following year. As of December 31, 2007, a valuation allowance of approximately $22.8 million was recorded against the net deferred tax assets. The valuation allowance is decreased by approximately $0.6 million during the nine months ended December 31, 2007 primarily due to revisions in estimates of our ability to realize deferred tax assets.

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We file income tax returns in the U.S. federal jurisdiction and in several states and foreign jurisdictions. As of December 31, 2007, the federal returns for the years ended March 31, 2005 through the current period and certain state returns for the years ended March 31, 2004 through the current period are still open to examination. However, due to the fact the Company had net operating losses and credits carried forward in most jurisdictions, certain items attributable to technically closed years are still subject to adjustment by the relevant taxing authority through an adjustment to tax attributes carried forward to open years.

13. Segment Information

Our operations are classified into one operating segment. A significant portion of our net sales is derived from a relatively small number of customers. Our net sales from customers and distributors, individually representing more than 10% of total net sales during three and nine months ended December 31, 2007 and 2006, are as follows;

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
Original Equipment Manufacturers:
Customer A		22	%		14	%		25	%		14	%
Customer B		17	%		41	%		18	%		40	%

Distributors:
Distributor A		15	%		11	%		13	%		*
Distributor B		12	%		10	%		12	%		*

_____________

* Distributor accounted for less than 10% of total net sales during the period.

Net sales to geographic regions reported below are based on the customers’ ship to locations (amounts in millions):

	Three Months Ended December 31,										Nine Months Ended December 31,
	2007					2006					2007					2006
			% of					% of					% of					% of
	Amount		Total			Amount		Total			Amount		Total			Amount		Total
United States	$	1.7		11	%	$	1.2		7	%	$	3.5		8	%	$	4.3		8	%
China		4.5		30	%		8.0		45	%		12.0		27	%		23.4		45	%
Korea		4.2		28	%		3.3		19	%		15.0		34	%		11.0		21	%
Taiwan		2.9		19	%		2.7		15	%		8.6		19	%		7.8		15	%
Singapore		1.0		7	%		2.1		12	%		3.3		8	%		4.7		9	%
Others		0.7		5	%		0.4		2	%		1.8		4	%		1.3		2	%
Total net sales	$	15.0		100	%	$	17.7		100	%	$	44.2		100	%	$	52.5		100	%

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14. Contingencies

Environmental

We have been subject to a variety of federal, state and local regulations in connection with the discharge and storage of certain chemicals used in our manufacturing processes, which are now fully outsourced to independent contract manufacturers. We have obtained all necessary permits for such discharges and storage, and we believe that we have been in substantial compliance with the applicable environmental regulations. Industrial waste generated at our facilities was either processed prior to discharge or stored in double-lined barrels until removed by an independent contractor. With the completion of our Milpitas site remediation and the closure of our Tempe facility during fiscal 2005, we now expect our environmental compliance costs to be minimal.

Guarantees

We enter into certain types of contracts from time to time that require us to indemnify parties against third party claims. These contracts primarily relate to (1) certain agreements with our directors and officers under which we may be required to indemnify them for the liabilities arising out of their efforts on behalf of the company; and (2) agreements under which we have agreed to indemnify our contract manufacturers and customers for claims arising from intellectual property infringement or in some instances from product defects or other issues. The conditions of these obligations vary and generally a maximum obligation is not explicitly stated. Because the obligated amounts under these types of agreements often are not explicitly stated, the overall maximum amount of the obligations cannot be reasonably estimated. We have not recorded any associated obligations at December 31, 2007 and March 31, 2007. We carry coverage under certain insurance policies to protect ourselves in the case of any unexpected liability; however, this coverage may not be sufficient.

Product Warranty

We typically provide a one-year warranty that our products will be free from defects in material and workmanship and will substantially conform in all material respects to our most recently published applicable specifications although sometimes we provide shorter or longer warranties, especially to some of our larger OEM customers. We have experienced minimal warranty claims in the past, and we accrue for such contingencies in our sales allowances and return reserve.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In this discussion, “CMD,” “we,” “us” and “our” refer to California Micro Devices Corporation. All trademarks appearing in this discussion are the property of their respective owners. This discussion should be read in conjunction with the other financial information and financial statements and related notes contained elsewhere in this report.

Forward Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts and are based on current expectations, estimates, and projections about our industry; our beliefs and assumptions; and our goals and objectives. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” and “estimates,” and variations of these words and similar expressions are intended to identify forward-looking statements. Examples of the kinds of forward-looking statements in this report include statements regarding the following: (1) our expectation that our ASP (“Average Selling Prices”) for similar products will decline approximately 15% per year; (2) our having a target gross margin of 38% to 40%; (3) our expectation that our future environmental compliance costs will be minimal; (4) our anticipation that our existing cash, cash equivalents and short-term investments will be sufficient to meet our anticipated cash needs over the next 12 months; (5) our expectation not to pay dividends in the foreseeable future; (6) our plan to examine goodwill we recorded from our acquisition of Arques Technology for impairment on or before the end of fiscal 2008; (7) our having a long term target for research and development expenses of 9% to 10% of sales. (8) our having a long term target for selling, general and administrative expenses of 15% to 16% of sales but expecting to exceed this target until our sales increase substantially; (9) our expectation to sell in the fourth quarter the wafers to one customer which were delayed from the third quarter due to the ASMC wafer fab shut down in late October and November; (10) our expectation of further cost reductions of our products in future and (11) our expectation of future interest income to reduce significantly as a result of decline in interest rates. These statements are only predictions, are not guarantees of future performance, and are subject to risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include, but are not limited to, whether our core markets continue to experience their forecasted growth and whether such growth continues to require the devices we supply; whether we will be able to increase our market penetration; whether our product mix changes, our unit volume decreases materially, we experience price erosion due to competitive pressures, or our contract manufacturers and assemblers raise their prices to us or we experience lower yields from them or we are unable to realize expected cost savings in certain manufacturing and assembly processes; whether there will be any changes in tax accounting rules; whether we will be successful developing new products which our customers will design into their products and whether design wins and bookings will translate into orders; whether we encounter any unexpected environmental clean-up issues with our former Tempe facility; whether we discover any further contamination at our former Topaz Avenue Milpitas facility; and whether we will have large unanticipated cash requirements, as well as other risk factors detailed in this report, especially under Item 1A, Risk Factors. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Executive Overview

We design and sell application specific protection devices and display electronics devices for high volume applications in the mobile handset, digital consumer electronics and personal computer markets. We are a leading supplier of protection devices for mobile handsets that provide Electromagnetic Interference (EMI) filtering and Electrostatic Discharge (ESD) protection and of low capacitance ESD protection devices for digital consumer electronics and personal computers. Both types of protection devices are typically used to protect various interfaces, both external and internal, used in our customers’ products. Our protection products are built using our proprietary silicon manufacturing process technology and provide the function of multiple discrete passive components in a single silicon chip. They occupy significantly less space, cost our customers less on a total cost of ownership basis, offer higher performance and are more reliable than traditional solutions based on discrete passive components. Some of these devices also include active circuit analog elements that provide additional functionality.

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We also offer application specific display electronic devices for the mobile handset display market that include high speed serial interface display controllers and white light emitting diode (LED) drivers. Our serial interface display controller products features the industry’s smallest solution form factor and unique audio and video features. Our white LED drivers provide an optimal voltage and current to illuminate white LEDs employed in mobile handsets as liquid crystal display (LCD) backlights and camera flash applications. Our display electronics devices are designed using industry standard active analog and mixed signal process technology.

At the end of October, one of our wafer fab partners, ASMC of Shanghai, experienced a power failure which impacted some of its in-process wafers, including some for us, and its wafer fab lines, including some lines which make product for us and in some cases are our only current source for such product. As a result of responsive steps taken by ASMC and ourselves, we currently believe that the main implication of the power failure was that a wafer order from a customer which was scheduled for shipment in the third quarter of fiscal 2008 was delayed but is now expected to be shipped in the fourth quarter of fiscal 2008.

End customers for our semiconductor products are original equipment manufacturers (OEMs). We sell to some of these end customers through original design manufacturers (ODMs) and contract electronics manufacturers (CEMs). We use a direct sales force, manufacturers’ representatives and distributors to sell our products.

We are completely fabless, using independent providers of wafer fabrication services. We have one operating segment and most of our physical assets are located outside the United States. Assets located outside the United States include product inventories and manufacturing equipment consigned to our contract wafer manufacturers, assemblers and test houses.

Third Quarter Key Financial Highlights

The following are key financial highlights of third quarter of fiscal 2008:

Net Sales of $15.0 Million: Our net sales were $15.0 million in third quarter of fiscal 2008, down 16% from $17.7 million in the same period a year ago.

Gross Margin of $4.9 Million: Our gross margin was $4.9 million (32% of our net sales) in the third quarter of fiscal 2008 as compared to gross margin of $6.3 million (36% of our net sales) in the same period a year ago.

Net Income of $0.01 per Share: Our net income per share, basic and diluted, was $0.01 in the third quarter of fiscal 2008 compared to net income per share, basic and diluted, of $0.03 in the same period a year ago.

Cash Provided by Operating Activities of $3.6 Million: We generated operating cash inflow of $3.6 million during the nine months ended December 31, 2007 as compared to $6.0 million in the same period a year ago.

Cash* Position: We ended the third quarter of fiscal 2008 with a cash position of $51.2 million as compared to $49.0 million, as of March 31, 2007.

___________________

* Cash = Cash and cash equivalents + Short-term investments

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Results of Operations

The table below shows our net sales, cost of sales, gross margin, expenses and net income (loss), both in dollars and as a percentage of net sales, for the three and nine months ended December 31, 2007 and 2006 (in thousands):

	Three Months Ended December 31,										Nine Months Ended December 31,
	2007					2006					2007						2006
			% of					% of						% of						% of
			Net					Net						Net						Net
	Amount		Sales			Amount		Sales			Amount			Sales			Amount			Sales
Net sales	$	14,955		100	%	$	17,736		100	%	$	44,201			100	%	$	52,541			100	%
Cost of sales		10,105		68	%		11,393		64	%		29,995			68	%		32,610			62	%
Gross margin		4,850		32	%		6,343		36	%		14,206			32	%		19,931			38	%
Research and development		1,670		11	%		1,903		11	%		5,080			11	%		6,129			12	%
Selling, general and administrative		3,533		24	%		4,349		25	%		11,170			25	%		12,610			24	%
In-process research and development		-		0	%		-		0	%		-			0	%		2,210			4	%
Amortization of intangible assets		41		0	%		41		0	%		124			0	%		117			0	%
Other income, net		628		4	%		646		4	%		1,911			4	%		1,802			3	%
Income (loss) before income taxes		234		2	%		696		4	%		(257	)		(1	%)		667			1	%
Income taxes		4		0	%		23		0	%		12			0	%		692			1	%
Net income (loss)	$	230		2	%	$	673		4	%	$	(269	)		(1	%)	$	(25	)		(0	%)

Net sales

Net sales by market for three months ended December 31, 2007 and 2006 were as follows (in millions):

	Three months ended December 31,
	2007					2006
			As % of					As % of
			Total					Total			$			%
	Amount		Sales			Amount		Sales			Change			Change
Mobile handset	$	9.1		61	%	$	13.0		73	%	$	(3.9	)		(30	%)
Digital consumer electronics and personal computers		5.9		39	%		4.7		27	%		1.2			26	%
Total	$	15.0		100	%	$	17.7		100	%	$	(2.7	)		(15	%)

Our net sales declined to $15.0 million during the three months ended December 31, 2007 from $17.7 million during the same period a year ago. The decline in our product sales in mobile handset market was primarily due to two factors a) lower sales to a major customer as a result of share shifts in the mobile handset market and competition as well as b) price decreases of our products. These declines were partially offset by increases in unit sales to other customers. Sales from products for the personal computer and digital consumer market increased by 26% during three months ended December 31, 2007 compared to same period a year ago.

Total units sold during the three months ended December 31, 2007 decreased to approximately 178 million units from approximately 255 million units during the same period a year ago.

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Net sales by market for nine months ended December 31, 2007 and 2006 were as follows (in millions):

	Nine months ended December 31,
	2007					2006
			As % of					As % of
			Total					Total			$			%
	Amount		Sales			Amount		Sales			Change			Change
Mobile handset	$	28.2		64	%	$	37.9		72	%	$	(9.7	)		(26	%)
Digital consumer electronics and personal computers		16.0		36	%		14.6		28	%		1.4			10	%
Total	$	44.2		100	%	$	52.5		100	%	$	(8.3	)		(16	%)

Our net sales declined to $44.2 million during the nine months ended December 31, 2007 from $52.5 million during the same period a year ago. The decline in our product sales in mobile handset market was primarily due to two factors a) lower sales to a major customer as a result of share shifts in the mobile handset market, competition and inventory adjustments as well as b) price decreases of our products. These declines were partially offset by increases in unit sales to other customers. Sales from products for the personal computer and digital consumer market increased by 10% during nine months ended December 31, 2007 compared to same period a year ago.

Total units sold during the nine months ended December 31, 2007 decreased to approximately 539 million units from approximately 685 million units during the same period a year ago.

Gross Margin

Gross margin decreased by $1.5 million and $5.7 million for the three and nine months ended December 31, 2007 respectively, compared to the same periods a year ago due to the following reasons:

Gross margin increase (decrease) compared to prior periods (in millions):	Three Months Ended			Nine Months Ended
	December 31, 2007			December 31, 2007
Price change of products based on a constant mix for core markets	$	(1.4	)	$	(6.1	)
Volume, mix and other factors		(0.5	)		(3.5	)
Cost reductions of our products on a constant mix		0.4			3.9
	$	(1.5	)	$	(5.7	)

The gross margin decrease was primarily driven by a decrease in prices and volume of our products as well as change in our product mix partially offset by product cost reductions. Our ASP declined 9% based on a constant mix of products in the third quarter of fiscal 2008 as compared to the same period a year ago. In the future we expect our ASP for similar products based on a constant mix of products to decline at a rate of approximately 15% per year. Units sold in mobile handset market decreased by 39% and units sold in digital consumer electronics and personal computer markets increased by 30% during the quarter ended December 31, 2007 as compared to the same quarter a year ago. The cost reductions of our products were primarily due to outsourcing with lower cost subcontractors and continued improvement in our assembly and testing processes.

As a percentage of sales, gross margin decreased to 32% for the three and nine months ended December 31, 2007, compared to 36% and 38% for the three and nine months ended December 31, 2006, respectively. Our long-range gross margin target remains 38% to 40%. However, our gross margin could fail to achieve this target range or could decline.

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Research and Development

Research and development expenses consist primarily of compensation and related costs for employees, prototypes, masks and other expenses for the development of new products, process technology and packages. The decrease in research and development expenses for the three and nine months ended December 31, 2007, compared to the three and nine months ended December 31, 2006, respectively, was due to the following reasons:

Expense decrease compared to prior periods (in thousands):	Three Months Ended			Nine Months Ended
	December 31, 2007			December 31, 2007
Engineering supplies	$	(132	)	$	(556	)
Product related costs		(87	)		(224	)
Salaries and benefits, outside services and other costs		(14	)		(269	)
	$	(233	)	$	(1,049	)

Research and development expenses decreased by $0.2 and $1.0 million during three and nine months ended December 31, 2007, respectively, as compared with the same periods a year ago, primarily due to the timing of our new product development projects. Research and development expenses decreased primarily due to lower expenses related to development of our serial interface display controller product and protection devices. This decline is considered temporary as the serial interface display controller and protection devices developments will begin to ramp up during the remainder of fiscal year 2008 and continue in fiscal 2009.

As a percentage of sales, research and development expenses decreased to 11% during the nine months ended December 31, 2007 from 12% during the same period a year ago and remained at a consistent level of 11% of net sales during three months ended December 31, 2007 and 2006. Our long term target for research and development expenses is 9% to 10% of sales. However, research and development expenses may exceed our target range and represent more than 10% of sales.

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of compensation and related costs for employees, sales commissions, marketing expenses, legal, accounting, other professional fees and information technology expenses. The decrease in selling, general, and administrative expenses for the three and nine months ended December 31, 2007 compared to three and nine months ended December 31, 2006, respectively, was due to the following reasons:

Expense increase (decrease) compared to prior periods (in thousands):	Three Months Ended			Nine Months Ended
	December 31, 2007			December 31, 2007
Outside services	$	(441	)	$	(490	)
Bad debt expenses		(214	)		(132	)
Employee stock based compensation expense		(119	)		(419	)
Marketing samples and other expenses		(84	)		(228	)
Commissions, salaries and benefits		42			(171	)
	$	(816	)	$	(1,440	)

Selling, general and administrative expenses decreased by approximately $0.8 million and $1.4 million during the three and nine months ended December 31, 2007, respectively, as compared with same periods a year ago primarily due to a decrease in bad debt expenses, legal expenses, professional services, employee stock based compensation expense as well as reduced spending for marketing samples.

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As a percentage of sales, selling, general and administrative expenses decreased to 24% during three months ended December 31, 2007 from 25% during the same period a year ago and increased to 25% during nine months ended December 31, 2007 from 24% during the same period a year ago. Our long term target for selling, general and administrative expenses is 15% to 16% of sales. However, selling, general and administrative expenses will continue to exceed our target range and represent more than 16% of sales until our sales increase substantially.

Amortization of Intangible Assets

Amortization of intangible assets of $41,000 and $124,000 during the three and nine months ended December 31, 2007 as compared to $41,000 and $117,000 during the same periods a year ago, respectively, was related to the Arques acquisition. For additional information regarding intangible assets, see Note 5 to the Condensed Consolidated Financial Statements of this Form 10-Q.

In-Process Research and Development (IPR&D)

There was no IPR&D expense incurred during the three months ended December 31, 2007 and 2006. IPR&D expense for the nine months ended December 31, 2007 and December 31, 2006 was $0 and $2.2 million, respectively. The IPR&D expense was related to the Arques acquisition. IPR&D was expensed upon acquisition because technological feasibility had not been established and no future alternative uses existed. We do not expect future IPR&D expenses related to the Arques acquisition.

Other Income, Net

Other income, net mainly includes interest income, interest expense and other expenses.

The increase in other income is primarily due to an increase in interest income from $1.9 million for the nine months ended December 31, 2006 to $2.0 million for the nine months ended December 31, 2007. The increase in interest income resulted from increased interest rate and our having more cash as a result of positive cash flow from operations in the intervening year and issuance of common stock under our employee stock option and employee stock purchase plans reduced by the cash outlay for the purchase of manufacturing equipment and final Arques escrow payment. We expect future interest income to reduce significantly as a result of decline in interest rates.

Other income, net remained at a consistent level of $0.6 million during the three months ended December 31, 2007 and 2006.

Income Taxes

During third quarter of fiscal 2008, we recorded an income tax provision of $4,000 as compared with tax provision of $23,000 for same period last year. Our income tax provision decreased in the third quarter of fiscal 2008 compared to corresponding quarter of fiscal 2007, primarily as a result of our estimates in our ability to utilize loss carryforwards, and the valuation allowance of the deferred tax assets. See “Note 12: Income Taxes” in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for further discussion.

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Critical Accounting Policies and Estimates

The preparation of financial statements, in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect amounts reported in our financial statements and accompanying notes. We base our estimates on historical experience and the known facts and circumstances that we believe are relevant. Actual results may differ materially from our estimates. Our significant accounting policies are described in Note 2 of Notes to Consolidated Financial Statements in our Form 10-K for fiscal 2007. The significant accounting policies that we believe are critical, either because they relate to financial statement captions that are key indicators of our financial performance (e.g., revenue) or because their application requires significant management judgment, are described in the following paragraphs.

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery or customer acceptance, where applicable, has occurred, the fee is fixed or determinable, and collection is reasonably assured.

Revenue from product sales to end user customers, or to distributors that do not receive price concessions and do not have return rights, is recognized upon shipment and transfer of risk of loss, if we believe collection is reasonably assured and all other revenue recognition criteria are met. We assess the probability of collection based on a number of factors, including past transaction history and the customer’s creditworthiness. If we determine that collection of a receivable is not probable, we defer recognition of revenue until the collection becomes probable, which is generally upon receipt of cash. Reserves for sales returns and allowances from end user customers are estimated based on historical experience and management judgment, and are provided for at the time of shipment. The sufficiency of the reserves for sales return and allowances is assessed at the end of each reporting period.

Revenue from sales of our standard products to distributors whose terms provide for price concessions or for product return rights is recognized when the distributor sells the product to an end customer. For our end of life products, if we believe that collection is probable, we recognize revenue upon shipment to the distributor, because our contractual arrangements provide for no right of return or price concessions for those products.

When we sell products to distributors, we defer our gross selling price of the product shipped and its related cost and reflect such net amounts on our balance sheet as a current liability entitled “deferred margin on shipments to distributors”.

Inventory

Forecasting customer demand is the factor in our inventory policy that involves significant judgments and estimates. We estimate excess and obsolete inventory based on a comparison of the quantity and cost of inventory on hand to management’s forecast of customer demand for the next twelve months. In forecasting customer demand, we make estimates as to, among other things, the timing of sales, the mix of products sold to customers, the timing of design wins and related volume purchases by new and existing customers, and the timing of existing customers’ transition to new products. We also use historical trends as a factor in forecasting customer demand, especially that from our distributors. We review our excess and obsolete inventory on a quarterly basis considering the known facts. Once inventory is written down, it is valued as such until it is sold or otherwise disposed of. To the extent that our forecast of customer demand materially differs from actual demand, our cost of sales and gross margin could be impacted.

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Impairment of long lived assets

SFAS 142 prohibits the amortization of goodwill and intangible assets with indefinite useful lives and requires that these assets be reviewed for impairment at least annually and more frequently whenever events indicate that their carrying value may not be recoverable. An impairment loss is recognized if the sum of the expected undiscounted cash flows from the use of the asset is less than the carrying value of the asset. The amount of impairment loss is measured as the difference between the carrying value of the assets and their estimated fair value. The process for evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. Should actual results differ from our estimates, revisions to the recorded amount of goodwill could be required. We cannot predict the occurrence of future events that might lead to impairment nor the impact such events might have on these reported asset values. We plan to examine goodwill we recorded from our acquisition of Arques for impairment on or before our fiscal year end.

Stock-based Compensation

Under the fair value recognition provisions of FAS 123(R), stock-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense on a graded vesting schedule over the requisite service period of the award.

We estimate the value of employee stock options on the date of grant using a Black-Scholes model. The determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. The use of a Black-Scholes model requires the use of extensive actual employee exercise behavior data and a number of complex assumptions including expected volatility, risk-free interest rate and expected dividends.

Our computation of expected volatility is based on a combination of historical and market-based implied volatility. Our computation of expected life is based on a combination of historical exercise patterns and certain assumptions regarding the exercise life of unexercised options adjusted for job level and demographics. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield assumption is based on our history and expectation of dividend payouts.

As stock-based compensation expense recognized in the condensed consolidated statements of operations for three and nine months ended December 31, 2007 and December 31, 2006 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. FAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on an average of historical forfeitures. The expense that we recognize in future periods could differ significantly from the current period and/or our forecasts due to adjustments in assumed forfeiture rates or change in our assumptions.

Accounting for Income Taxes

We account for income taxes under the asset and liability method; which requires significant judgments in making estimates for determining certain tax liabilities and recoverability of certain deferred tax assets, including the tax effects attributable to net operating loss carryforwards and temporary differences between the tax and financial statement recognition of revenue and expenses, as well as the interest and penalties relating to these uncertain tax positions.

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On a quarterly basis, we evaluate our ability to recover our deferred tax assets, including but not limited to our past operating results, the existence of cumulative losses in the most recent fiscal years, and our forecast of future taxable income on a jurisdiction by jurisdiction basis. In the event that actual results differ from our estimates in the future, we will adjust the amount of the valuation allowance, resulting in a decrease or increase in income tax expense in those periods.

In the first quarter of fiscal 2008, we adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes–an interpretation of FASB Statement No. 109” (FIN 48). As a result of the implementation of FIN 48, we recognize liabilities for uncertain tax positions based on a two-step process prescribed within the interpretation. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on examination, including resolution of any related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. We will evaluate these uncertain tax positions on a quarterly basis. A change in recognition or measurement in the future may result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

See “Note 12: Income Taxes” in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for further discussion.

Litigation

We are a party to lawsuits, claims, investigations, and proceedings, including commercial and employment matters, which are being addressed in the ordinary course of business. We review the current status of any pending or threatened proceedings with our outside counsel on a regular basis and, considering all the known relevant facts and circumstances, we recognize any loss that we consider probable and estimable as of the balance sheet date. For these purposes, we consider settlement offers we may make to be indicative of such a loss under certain circumstances. As of December 31, 2007, we had accrued $20,000 for our litigation-related matters.

Liquidity and Capital Resources

We have historically financed our operations through a combination of debt and equity financing and cash generated from operations. As highlighted in the consolidated statement of cash flows, our liquidity and available capital resources are impacted by following key components: (i) cash, cash equivalents and short-term investments, (ii) operating activities, (iii) investing activities, and (iv) financing activities.

	Nine Months Ended December 31,
(In thousands)	2007			2006
Cash provided by operating activities	$	3,764		$	6,033
Cash used in investing activities		(2,514	)		(7,464	)
Cash provided by financing activities		348			788
Net increase (decrease) in cash and cash equivalents	$	1,598		$	(643	)

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Cash, cash equivalents and short-term investments

Total cash, cash equivalents and short-term investments as of December 31, 2007 were $51.2 million compared to $49.0 million as of March 31, 2007, a increase of $2.2 million mainly due to positive operating cash flow and net proceeds from the issuance of common stock under our employee stock benefit plans partially offset by cash payments for the purchase of manufacturing equipment and final Arques escrow payment.

Operating activities

Cash provided by operating activities consists of net loss adjusted for certain non-cash items and changes in operating assets and liabilities.

Cash provided by operating activities was $3.8 million during the nine months ended December 31, 2007. The net loss of $0.3 million for the nine months ended December 31, 2007, included non-cash items such as employee stock based compensation expense of $1.7 million and depreciation and amortization of $1.5 million.

Accounts receivable decreased to $5.9 million at December 31, 2007 compared to $7.5 million at March 31, 2007, mainly as a result of faster collections and change in our customer mix. Receivables days of sales outstanding were 36 days and 44 days as of quarters ended December 31, 2007 and March 31, 2007, respectively. Net inventory was $7.0 million as of December 31, 2007, compared to $5.2 million as of March 31, 2007. Annualized inventory turns were 6.6 at December 31, 2007 as compared to 8.0 at March 31, 2007. Accounts payable and accrued liabilities totaled $8.8 million at December 31, 2007 compared to $7.9 million at March 31, 2007.

Cash provided by operating activities was $6.0 million during the nine months ended December 31, 2006. Receivables days of sales outstanding were 54 days and 55 days as of December 31, 2006 and March 31, 2006, respectively. The net loss for nine months ended December 31, 2006 included non-cash charges comprised principally of IPR&D of $2.2 million, employee stock based compensation expense of $2.3 million and depreciation and amortization of $1.1 million.

Investing activities

The most significant components of our investing activities during nine months ended December 31, 2007 and 2006 include: (i) purchases and sales of short-term investments, (ii) payments for the acquisition of Arques, and (iii) capital expenditures.

Investing activities during the nine months ended December 31, 2007 used $2.5 million of cash, primarily reflecting our payment towards the purchase of manufacturing capital equipment and the final Arques escrow payment.

Investing activities during the nine months ended December 31, 2006 used $7.5 million of cash, primarily due to the payments towards the purchase of Arques Technology and capital expenditures.

Financing activities

The most significant components of the our financing activities during the nine months ended December 31, 2007 and 2006 include proceeds from employees stock compensation plans.

Net cash provided by financing activities for the nine months ended December 31, 2007 and 2006 was $0.3 million and 0.8 million and was the result of net proceeds from the issuance of common stock under our employee stock benefit plans partially offset by the repayment of capital lease obligations.

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The following table summarizes our contractual obligations as of December 31, 2007:

	Payment due by period
	Remainder								Beyond
	of Fiscal		Fiscal		Fiscal		Fiscal		Fiscal
(in thousands)	2008		2009		2010		2011		2011		Total
Capital lease obligations*	$	-	$	132	$	-	$	-	$	-	$	132
Operating lease obligations		75		389		283		193		-		940
Purchase obligations		520		-		-		-		-		520
	$	595	$	521	$	283	$	193	$	-	$	1,592

______________

* Excludes interest and maintenance payments on the capital leases.

Effective April 1, 2007, we adopted the provisions of FIN 48 (see Note 12). As of December 31, 2007, the liability for uncertain tax positions was approximately $169,000, of which, none is expected to be paid within one year. We are unable to estimate when cash settlement with a taxing authority may occur.

We expect to fund all of these obligations with cash on hand or cash provided from operations.

We anticipate that our existing cash, cash equivalents and short-term investments will be sufficient to meet our anticipated cash needs for the next 12 months. Should we desire to expand our level of operations more quickly, either through increased internal development or through the acquisition of product lines from other entities, we may need to raise additional funds through public or private equity or debt financing. The funds may not be available to us, or if available, we may not be able to obtain them on terms favorable to us.

Recent Accounting Pronouncements

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Off-Balance Sheet Arrangements

We do not have off balance sheet arrangements that have, or are reasonably likely to have, a current or future effect upon our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors, other than operating leases and purchase obligations shown above.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

As of December 31, 2007 we held $47.7 million of investments in short-term, liquid debt securities. Due to the short duration and investment grade credit ratings of these instruments, we do not believe that there is a material exposure to interest rate risk in our investment portfolio. We do not own derivative financial instruments.

We have evaluated the estimated fair value of our financial instruments. The amounts reported as cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short term maturities. Historically, the fair values of short-term investments are estimated based on quoted market prices.

The table below presents principal amounts and related weighted average interest rates by year of maturity for our capital lease and the fair value as of December 31, 2007. The fair value of our capital lease is based on the estimated market rate of interest for similar instruments with the same remaining maturities.

	Periods of Maturity							Fair Value
								as of
	Fiscal		Beyond					December 31,
(In thousands)	2009		2009		Total			2007
Liabilities:
Capital Lease Obligations	$	132	$	-	$	132		$	132
Weighted average interest rate						8	%

We have little exposure to foreign currency risk since all of our sales are denominated in US dollars as is most of our spending with a minor portion of our expenditures paid in Asian currencies.

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ITEM 4. Controls and Procedures

(a) Disclosure Controls and Procedures.

(i) Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(ii) Limitations on the Effectiveness of Disclosure Controls. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet, and management believes that they meet, reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(iii) Evaluation of Disclosure Controls and Procedures. The Company’s principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2007, and have determined that they were effective at the reasonable assurance level taking into account the totality of the circumstances, including the limitations described above.

(b) Changes in Internal Control over Financial Reporting

Our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) is designed to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There were no significant changes in the Company’s internal control over financial reporting that occurred during our third quarter of fiscal 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 1A. Risk Factors

A revised description of the risk factors associated with our business is set forth below. This description includes any material changes to and supersedes the description of the risk factors associated with our business previously disclosed in Part I, Item 1A of our Form 10-Q for the quarter ended September 30, 2007. Because of these risk factors, as well as other factors affecting the Company’s business and operating results and financial condition, including those set forth elsewhere in this report, our actual future results could differ materially from the results contemplated by the forward-looking statements contained in this report and our past financial performance should not be considered to be a reliable indicator of future performance, so that investors should not use historical trends to anticipate results or trends in future periods.

Our operating results may fluctuate significantly because of a number of factors, many of which are beyond our control and are difficult to predict. These fluctuations may cause our stock price to decline.

Our operating results may fluctuate significantly for a variety of reasons, including some of those described in the risk factors below, many of which are difficult to control or predict. While we believe that quarter to quarter and year to year comparisons of our revenue and operating results are not necessarily meaningful or accurate indicators of future performance, our stock price historically has been susceptible to large swings in response to short term fluctuations in our operating results. Should our future operating results fall below our guidance or the expectations of securities analysts or investors, the likelihood of which is increased by the fluctuations in our operating results, the market price of our common stock may decline.

We had losses in three out of the last seven most recent fiscal quarters, including the fourth quarter of fiscal 2007 and first quarter of fiscal 2008, although overall we were almost breakeven in fiscal 2007 and were profitable during the second and third quarters of fiscal 2008. We may not be able to attain or sustain profitability in the future.

We were profitable for the four quarters during fiscal 2006 until we sustained a substantial loss of nine cents per share during the first quarter of fiscal 2007. This loss would have been a one cent per share profit but for the one time in-process research and development charge we incurred due to our acquisition of Arques Technology, Inc. We returned to profitability during the second and third quarters of fiscal 2007, followed by losses during fourth quarter of fiscal 2007 and first quarter of fiscal 2008. We were then profitable during the second and third quarters of fiscal 2008. There are many factors that affect our ability to sustain profitability including the health of the mobile handset, digital consumer electronics and personal computer markets on which we focus, continued demand for our products from our key customers, availability of capacity from our manufacturing subcontractors, ability to reduce manufacturing costs faster than price decreases thereby attaining a healthy gross margin, continued product innovation and design wins, competition, interest rates and our continued ability to manage our operating expenses. In order to obtain and sustain profitability in the long term, we will need to continue to grow our business in our core markets and to reduce our product costs rapidly enough to maintain our gross margin. The semiconductor industry has historically been cyclical, and we may be subject to such cyclicality, which could lead to our incurring losses again.

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We currently rely heavily upon a few customers for a large percentage of our net sales. Our revenue would suffer materially were we to lose any one of these customers or lose market share.

Our sales strategy has been to focus on customers with large market share in their respective markets. As a result, we have several large customers. During the third quarter of fiscal 2008, two customers primarily in the mobile handset market represented 39% of our net sales. There can be no assurance that these two customers will purchase our products in the future in the quantities we have forecasted, or at all.

During the third quarter of fiscal 2008, two distributors represented 27% of our net sales. If we were to lose these distributors, we might not be able to obtain other distributors to represent us or the new distributors might not have sufficiently strong relationships with the current end customers to maintain our current level of net sales. Additionally, the time and resources involved with the changeover and training could have an adverse impact on our business in the short term.

We currently rely heavily upon a few target markets for the bulk of our sales. If we are unable to further penetrate the mobile handset, digital consumer electronics and personal computer markets, our revenues could stop growing and might decline leading us to reduce our investment in research and development and marketing.

Our revenues in recent periods have been derived from sales to manufacturers of mobile handsets, digital consumer electronics and personal computers and peripherals. In order for us to be successful, we must continue to penetrate the mobile handset, digital consumer electronics and personal computer markets, both by obtaining more business from our current customers and by obtaining new customers. Due to our narrow market focus, we are susceptible to materially lower revenues due to material adverse changes to one of these markets. For example, should growth not occur in the markets we have penetrated, our future revenues could be adversely impacted.

During the third quarter of fiscal 2008, 61% of our revenue was from sales to the mobile handset market. If sales of mobile handsets decline, and in particular if sales by our mobile handset customers decline, our future revenues could stop growing and might decline. This might cause us to choose to cut our spending on research and development and marketing to reduce our loss or to avoid operating at a loss which could further adversely affect our future prospects.

We currently depend on our circuit protection devices for almost all of our revenue. Should the need for such devices decline, for example because of changes in input and output circuitry, our revenues could stop growing and might decline.

Our revenues in recent periods have been derived almost exclusively from sales of circuit protection devices. For example, during the third quarter of fiscal 2008, 98% of our revenue was derived from such sales. With the acquisition of Arques and its product line of LED drivers and the introduction of our new serial interface display controller, we have several products which could help us reduce our dependence upon circuit protection devices, although for the next several years we expect most of our revenues to derive from circuit protection devices. Should the need for such devices decline, for example because of changes in input and output circuitry, our revenues could stop growing and might decline.

During the past several years the largest market for our products has been the mobile handset market. A slowdown in the adoption of protection devices by mobile handset manufacturers or a reduction in our market share of the protection devices sold into that market would reduce our future revenue growth in that market and could even lead to declining revenue from that market.

We expect much of our future revenue growth to be in the mobile handset market where more complex mobile handsets have meant increased adoption of and demand for protection devices. Should the rate of adoption of protection devices decelerate in the mobile handset market, our planned rate of increase in penetration of that market would also decrease, thereby reducing our future growth in that market. In addition, a reduction in our market share of protection devices sold into that market would also decrease our future growth and could even lead to declining revenue from that market.

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The markets in which we participate are intensely competitive and our products are not sold pursuant to long term contracts, enabling our customers to replace us with our competitors if they choose.

Our core markets are intensely competitive. Our ability to compete successfully in our core markets depends upon our being able to offer attractive, high quality products to our customers that are properly priced and dependably supplied. Our customer relationships do not generally involve long term binding commitments making it easier for customers to change suppliers and making us more vulnerable to competitors. Our customer relationships instead depend upon our past performance for the customer, their perception of our ability to meet their future need, including price and delivery and the timely development of new devices, the lead time to qualify a new supplier for a particular product, and interpersonal relationships and trust. Furthermore, many of our customers are striving to limit the number of vendors they do business with and because of our small size and limited product portfolio they could decide to stop doing business with us.

Because we operate in different semiconductor product markets, we generally encounter different competitors in our various market areas. With respect to the protection devices for the mobile handset, digital consumer electronics and personal computer markets, we compete with ON Semiconductor Corporation, NXP, Semtech Corporation and STMicroelectronics, N.V as well as other smaller companies. For EMI filter devices used in mobile handsets, we also compete with ceramic devices based on high volume Multi-Layer Ceramic Capacitor (MLCC) technology from companies such as Amotek Company, Ltd., AVX Corporation, Innochip Technology, Inc., Murata Manufacturing Co., Ltd., and TDK Corp. MLCC devices are generally low cost and our revenues would suffer if their features and performance meet the requirements of our customers and we are unable to reduce the cost of our protection products sufficiently to be competitive. We have seen ceramic filters obtain significant design wins for low end applications in the mobile handset market. We have also seen the use of higher performance ceramic filters and if we are not able to demonstrate superior performance at an acceptable price with our devices then our revenues would also suffer. With respect to serial interface display controllers, our competitors include Toshiba Corporation, Samsung, Sharp Electronics Corporation, Renesas Technology, and Solomon Systech. Many of our competitors are larger than we are, have substantially greater financial, technical, marketing, distribution and other resources than we do and have their own facilities for the production of semiconductor components.

Deficiencies in our internal controls could cause us to have material errors in our financial statements, which could require us to restate them. Such restatement could have adverse consequences on our stock price, potentially limiting our access to financial markets.

As of March 31, 2005, management identified, and the auditors attested to, material weaknesses in the Company’s internal control over financial reporting in the operating effectiveness within a portion of the revenue cycle and in the controls over the proper recognition of subcontractor invoices related to inventory and accounts payable. Although management believed it had subsequently remediated these material weaknesses, it was later discovered that they continued through the third quarter of fiscal 2006. Management subsequently assessed and determined, and the auditors attested, that these material weaknesses had been remediated as of March 31, 2006, and 2007. However, should we or our auditors discover that we have a material weakness in our internal control over financial reporting at another time in the future, especially considering that we have had material weaknesses in the past which we incorrectly believed had been remediated, investors could lose confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price.

Within the past five years, we have also had to restate our financial statements twice because of these material weaknesses. In part due to our new ERP system, and new personnel and training regimen, we believe that we will not have a material weakness in our internal control over financial reporting which would lead to material errors in our financial statements. Nonetheless, there can be no assurance that we will not have errors in our financial statements. Such errors, if material, could require us to restate our financial statements, having adverse effects on our stock price, potentially causing additional expense, and could limit our access to financial markets.

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Our competitors have in the past and may in the future reverse engineer our most successful products and become second sources for our customers, which could decrease our revenues and gross margins.

Our most successful products are not covered by patents and have in the past and may in the future be reverse engineered. Thus, our competitors can become second sources of these products for our customers or our customers’ competitors, which could decrease our unit sales or our ability to increase unit sales and also could lead to price competition. This price competition could result in lower prices for our products, which would also result in lower revenues and gross margins. Certain of our competitors have announced products that are pin compatible with some of our most successful products, especially in the mobile handset market, where many of our largest revenue generating products have been second sourced. To the extent that the revenue secured by these competitors exceeds the expansion in market size resulting from the availability of second sources, this decreases the revenue potential for our products. Furthermore, should a second source vendor attempt to increase its market share by dramatic or predatory price cuts for large revenue products, our revenues and margins could decline materially.

In the future our revenues will become increasingly subject to macroeconomic cycles and more likely to decline if there is an economic downturn.

As mobile handset protection devices penetration increases, our revenues will become increasingly susceptible to macroeconomic cycles because our revenue growth may become more dependent on growth in the overall market rather than primarily on increased penetration, as has been the case in the past.

Our reliance on foreign customers could cause fluctuations in our operating results.

During the third quarter of fiscal 2008, international sales accounted for 89% of our net sales. International sales include sales to U.S. based customers if the product was delivered outside the United States.

International sales subject us to the following risks:

•

changes in regulatory requirements;

•

tariffs and other barriers;

•

timing and availability of export licenses;

•

political and economic instability;

•

the impact of regional and global illnesses such as severe acute respiratory syndrome infections (SARS);

•

difficulties in accounts receivable collections;

•

difficulties in staffing and managing foreign operations;

•

difficulties in managing distributors;

•

difficulties in obtaining foreign governmental approvals, if those approvals should become required for any of our products;

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•

limited intellectual property protection;

•

foreign currency exchange fluctuations;

•

the burden of complying with and the risk of violating a wide variety of complex foreign laws and treaties; and

•

potentially adverse tax consequences.

Because sales of our products have been denominated in United States dollars, increases in the value of the U.S. dollar could increase the relative price of our products so that they become more expensive to customers in the local currency of a particular country. Furthermore, because some of our customer purchase orders and agreements are influenced, if not governed, by foreign laws, we may be limited in our ability to enforce our rights under these agreements and to collect damages, if awarded.

If our distributors experience financial difficulty and become unable to pay us or choose not to promote our products, our business could be harmed.

During the third quarter of fiscal 2008, 44% of our sales were through distributors, primarily in Asia. Our distributors could reduce or discontinue sales of our products or sell our competitors’ products. They may not devote the resources necessary to sell our products in the volumes and within the time frames that we expect. In addition, we are dependent on their continued financial viability, and some of them are small companies with limited working capital. If our distributors experience financial difficulties and become unable to pay our invoices, or otherwise become unable or unwilling to promote and sell our products, our business could be harmed.

Our dependence on a limited number of foundry partners and assembly and test subcontractors, and the limited capacity for plastic assembly and test subcontractors, exposes us to a risk of manufacturing disruption or uncontrolled price changes.

Given the current size of our business, we believe it is impractical for us to use more than a limited number of foundry partners and assembly and test subcontractors as it would lead to significant increases in our costs. Currently, we have five foundry partners and rely on limited number of subcontractors. Some of our products are sole sourced at one of our foundry partners in China, Japan or Taiwan. There is also a limited capacity of plastic assembly and test contractors, especially for Thin Dual Flat No-Lead Plastic Package (TDFN) and Ultra-Thin Dual Flat No-Lead Plastic Package (UDFN), for which customer demand is increasing. Our ability to secure sufficient plastic assembly and test capacity, especially the fast ramping TDFN and UDFN offerings, may limit our ability to satisfy our customers’ demand. If the operations of one or more of our partners or subcontractors should be disrupted, or if they should choose not to devote capacity to our products in a timely manner, our business could be adversely impacted as we might be unable to manufacture some of our products on a timely basis. In addition, the cyclicality of the semiconductor industry has periodically resulted in shortages of wafer fabrication, assembly and test capacity and other disruption of supply. We may not be able to find sufficient capacity at a reasonable price or at all if such disruptions occur. As a result, we face significant risks, including:

•

reduced control over delivery schedules and quality;

•

longer lead times;

•

the impact of regional and global illnesses such as SARS or Avian flu pandemic;

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•

the potential lack of adequate capacity during periods when industry demand exceeds available capacity;

•

difficulties finding and integrating new subcontractors;

•

limited warranties on products supplied to us;

	•		potential increases in prices due to capacity shortages, currency exchange fluctuations and other factors; and

•

potential misappropriation of our intellectual property.

We have outsourced our wafer fabrication, and assembly and test operations and may encounter difficulties in expanding our capacity.

We have adopted a fabless manufacturing model that involves the use of foundry partners and assembly and test subcontractors to provide our production capacity. We chose this model in order to reduce our overall manufacturing costs and thereby increase our gross margin, reduce the impact of fixed costs when volume is low, provide us with upside capacity in case of short term demand increases and provide us with access to newer process technology, production facilities and equipment. During the past four years we have outsourced our wafer manufacturing and assembly and test operations overseas in Asia and we continue to seek additional foundry and assembly and test capacity to provide for growth and lower cost. If we experience delays in securing additional or replacement capacity at the time we need it, we may not have sufficient product to fully meet the demand of our customers.

Our reliance upon foreign suppliers exposes us to risks associated with international operations.

We use foundry partners and assembly and test subcontractors in Asia, primarily in China, Japan, Korea, India, Thailand, and Taiwan for our products. Our dependence on these foundries and subcontractors involves the following substantial risks:

•

political and economic instability;

•

changes in our cost structure due to changes in local currency values relative to the U.S. dollar;

•

potential difficulty in enforcing agreements and recovering damages for their breach;

•

inability to obtain and retain manufacturing capacity and priority for our business, especially during industry-wide times of capacity shortages;

•

exposure to greater risk of misappropriation of intellectual property;

•

disruption to air transportation from Asia; and

•

changes in tax laws, tariffs and freight rates.

These risks may lead to delayed product delivery or increased costs, which would harm our profitability, financial results and customer relationships. In addition, we maintain significant inventory at our foreign subcontractors that could be at risk.

We also drop ship product from some of these foreign subcontractors directly to customers. This increases our exposure to disruptions in operations that are not under our direct control and may require us to enhance our computer and information systems to coordinate this remote activity.

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We have consigned substantial equipment at our foreign subcontractors in order to obtain price concessions. We are at risk for this equipment should the foreign subcontractor go out of business.

In order to obtain price concessions, we have consigned substantial equipment at our foreign contractors. For example, we have $2.0 million of test and packaging equipment on consignment in India and $1.1 million of test equipment on consignment in Thailand as of December 31, 2007. Should our business relationship with these partners cease, whether due to our switching to alternate lower cost suppliers, quality or capacity issues with our current partners, or if they experience a natural disaster or financial difficulty, we may have trouble repossessing this equipment. Even if we are able to repossess this equipment, it may not be in good condition and we may not be able to realize the dollar value of this equipment then recorded on our books. Any such inability to repossess consigned equipment or to realize its recorded value on our books would reduce our assets.

Our markets are subject to rapid technological change. Therefore, our success depends on our ability to develop and introduce new products.

The markets for our products are characterized by:

•

rapidly changing technologies;

•

changing customer needs;

•

evolving industry standards;

•

frequent new product introductions and enhancements;

•

increased integration with other functions; and

•

rapid product obsolescence.

Our competitors or customers may offer new products based on new technologies, industry standards or end user or customer requirements, including products that have the potential to replace or provide lower cost or higher performance alternatives to our products. The introduction of new products by our competitors or customers could render our existing and future products obsolete or unmarketable. In addition, our competitors and customers may introduce products that eliminate the need for our products. Our customers are constantly developing new products that are more complex and miniature, increasing the pressure on us to develop products to address the increasingly complex requirements of our customers’ products in environments in which power usage, lack of interference with neighboring devices and miniaturization are increasingly important.

To develop new products for our core markets, we must develop, gain access to, and use new technologies in a cost effective and timely manner, and continue to expand our technical and design expertise. In addition, we must have our products designed into our customers’ future products and maintain close working relationships with key customers in order to develop new products that meet their changing needs.

We may not be able to identify new product opportunities, to develop or use new technologies successfully, to develop and bring to market new products, or to respond effectively to new technological changes or product announcements by our competitors. There can be no assurance even if we are able to do so that our customers will design our products into their products or that our customers’ products will achieve market acceptance. Our pursuit of necessary technological advances may require substantial time and expense and involve engineering risk. Failure in any of these areas could harm our operating results.

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It is possible that a significant portion our research and development expenditures will not yield products with meaningful future revenue.

We are attempting to develop one or more new display controller products which are mixed signal integrated circuit products as well as PhotonIC® products resulting from our acquisition of Arques, which have a higher development cost than our protection device products. This limits how many of such products we can undertake at any one time increasing our risk that such efforts will not result in a working product for which there is a substantial demand at a price which will yield good margins. We are becoming increasingly engaged with third parties to assist us with these developments and have also added personnel with new skills to our engineering group. These third parties and new personnel may not be successful and we have less control over outsourced personnel. These new product developments involve technology in which we have less expertise which also increases the risk of failure. On the other hand, we believe that the potential payoff from these products makes it reasonable for us to take such risks. Even if our devices work as planned, we may not have success with them in the market. This risk is greater than with our protection device products because many of these new devices are product types for which we don't have material customer traction or market experience.

We may be unable to reduce the costs associated with our products quickly enough for us to meet our margin targets or to retain market share.

In the mobile handset market our competitors have been second sourcing many of our products and as a result this market has become more price competitive. We are seeing the same trend develop in our low capacitance ESD devices for digital consumer electronics, personal computers and peripherals. We need to be able to reduce the costs associated with our products in order to achieve our target gross margins. We have in the past achieved and may attempt in the future to achieve cost reductions by obtaining reduced prices from our manufacturing subcontractors, using larger sized wafers, adopting simplified processes, and redesigning parts to require fewer pins or to make them smaller. There can be no assurance that we will be successful in achieving cost reductions through any of these methods, in which case we will experience lower margins and/or we will experience lower sales as our customers switch to our competitors.

Our future success depends in part on the continued service of our key engineering and management personnel and our ability to identify, hire and retain additional personnel. In the finance area, we have had significant recent turnover and lack of continuity which could be detrimental in the short-term to our business decision-making capability and to consistency in our financial reporting.

There is intense competition for qualified personnel in the semiconductor industry, in particular for the highly skilled design, applications and test engineers involved in the development of new analog integrated circuits. Competition is especially intense in the San Francisco Bay area, where our corporate headquarters and engineering group is located. We may not be able to continue to attract and retain engineers or other qualified personnel necessary for the development of our business or to replace engineers or other qualified personnel who may leave our employment in the future. This is especially true for analog chip designers since competition is fierce for experienced engineers in this discipline. Growth is expected to place increased demands on our resources and will likely require the addition of management and engineering personnel, and the development of additional expertise by existing management personnel. The loss of services and/or changes in our management team, in particular our CEO, or our key engineers, or the failure to recruit or retain other key technical and management personnel, could cause additional expense, potentially reduce the efficiency of our operations and could harm our business.

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When we acquired Arques Technology, Inc. in April, 2006, we recorded approximately $5.3 million as goodwill on our balance sheet. We may incur an impairment charge to the extent we determine that we no longer have substantial goodwill as an enterprise.

When we acquired Arques Technology, Inc. in April, 2006, we recognized approximately $5.3 million as goodwill on our balance sheet. We will need to incur an impairment charge to the extent we determine that we no longer have substantial goodwill as an enterprise, which would be the case if our market capitalization no longer materially exceeded the book value of our assets and could be the case if our product development and sales effort of Arques products and Arques-derived products is discontinued. Our ability to realize revenue from the Arques assets is dependent upon our ability to successfully market and sell the products we acquired and completed (or in one case are still continuing to port to another manufacturing process) to our existing and new customers and to develop new products we can sell using the Arques personnel or based on the Arques intellectual property. Should we not be successful in developing or selling these products, either because of a lack of market for the products given their price and performance, difficulties in the ongoing port or development of new products, for example due to a loss of the Arques personnel, or our inability to penetrate the key accounts, we would not realize expected revenue from the Arques assets, including its intellectual property and personnel, which could cause us to write-off the goodwill we recorded on our books. We are required to make such an assessment of our enterprise goodwill at least annually. Any such impairment charge will correspondingly decrease our profitability and could lead to a decline in our stock price.

Due to the volatility of demand for our products, our inventory may from time to time be in excess of our needs, which could cause write downs of our inventory or of inventory held by our distributors.

Generally our products are sold pursuant to short term releases of customer purchase orders and some orders must be filled on an expedited basis. Our backlog is subject to revisions and cancellations and anticipated demand is constantly changing. Because of the short life cycles involved with our customers’ products, the order pattern from individual customers can be erratic, with inventory accumulation and liquidation during phases of the life cycle for our customers’ products. We face the risk of inventory write-offs if we manufacture products in advance of orders. However, if we do not make products in advance of orders, we may be unable to fulfill some or all of the demand to the detriment of our customer relationships because we have insufficient inventory on hand and at our distributors to fill unexpected orders and because the time required to make the product may be longer than the time that certain customers will wait for the product.

We typically plan our production and our inventory levels, and the inventory levels of our distributors, based on internal forecasts of customer demand, which are highly unpredictable and can fluctuate substantially. Therefore, we often order materials and at least partially fabricate product in anticipation of customer requirements. Furthermore, due to long manufacturing lead times, in order to respond in a timely manner to customer demand, we may also make products or have products made in advance of orders to keep in our inventory, and we may encourage our distributors to order and stock products in advance of orders that are subject to their right to return them to us.

In the last few years, there has been a trend toward vendor managed inventory among some large customers. In such situations, we do not recognize revenue until the customer withdraws inventory from stock or otherwise becomes obligated to retain our product. This imposes the burden upon us of carrying additional inventory that is stored on or near our customers’ premises and is subject in many instances to return to our premises if not used by the customer.

We value our inventories on a part by part basis to appropriately consider excess inventory levels and obsolete inventory primarily based on backlog and forecasted customer demand, and to consider reductions in sales price. For the reasons described above, we may end up carrying more inventory than we need in order to meet our customers’ orders, in which case we may incur charges when we write down the excess inventory to its net realizable value, if any, should our customers for whatever reason not order the product in our inventory.

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Our design wins may not result in customer products utilizing our devices and our backlog may not result in future shipments of our devices. During a typical quarter, a substantial portion of our shipments are not in our backlog at the start of the quarter, which limits our ability to forecast in the near term.

We count as a design win each decision by one of our customers to use one of our parts in one of their products that, based on their projected usage, will generate more than $100,000 of sales annually for us when their product is in production. Not all of the design wins that we recognize will result in revenue as a customer may cancel an end product for a variety of reasons or subsequently decide not to use our part in it. Even if the customer’s end product does go into production with our part, it may not result in annual product sales of $100,000 by us and the customer’s product may have a shorter life than expected. In addition, the length of time from design win to production will vary based on the customer’s development schedule. Finally, the revenue from design wins varies significantly. Consequently, the number of design wins we obtain is not a quantitative indicator of our future sales.

Due to possible customer changes in delivery schedules and cancellations of orders, our backlog at any particular point in time is not necessarily indicative of actual sales for any succeeding period. A reduction of backlog during any particular period, or the failure of our backlog to result in future shipments, could harm our business. Much of our revenue is based upon orders placed with us that have short lead time until delivery or sales by our distributors to their customers (in most cases, we do not recognize revenue on sales to our distributors until the distributor sells the product to its customers). As a result, our ability to forecast our future shipments and our ability to increase manufacturing capacity quickly may limit our ability to fulfill customer orders with short lead times.

The majority of our operating expenses cannot be reduced quickly in response to revenue shortfalls without impairing our ability to effectively conduct business.

The majority of our operating expenses are labor related and therefore cannot be reduced quickly without impairing our ability to effectively conduct business. Much of the remainder of our operating costs such as rent is relatively fixed. Therefore, we have limited ability to reduce expenses quickly in response to any revenue shortfalls. Consequently, our operating results will be harmed if our revenues do not meet our projections. We may experience revenue shortfalls for the following and other reasons:

•

significant pricing pressures that occur because of competition or customer demands;

•

sudden shortages of raw materials or fabrication, test or assembly capacity constraints that lead our suppliers to allocate available supplies or capacity to other customers and, in turn, harm our ability to meet our sales obligations; and

•

rescheduling or cancellation of customer orders due to a softening of the demand for our customers’ products, replacement of our parts by our competitors or other reasons.

We may not be able to protect our intellectual property rights adequately.

Our ability to compete is affected by our ability to protect our intellectual property rights. We rely on a combination of patents, trademarks, copyrights, mask work registrations, trade secrets, confidentiality procedures and nondisclosure and licensing arrangements to protect our intellectual property rights. Despite these efforts, the steps we take to protect our proprietary information may not be adequate to prevent misappropriation of our technology, and our competitors may independently develop technology that is substantially similar or superior to our technology.

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To the limited extent that we are able to seek patent protection for our products or processes, our pending patent applications or any future applications may not be approved. Any issued patents may not provide us with competitive advantages and may be challenged by third parties. If challenged, our patents may be found to be invalid or unenforceable, and the patents of others may have an adverse effect on our ability to do business. Furthermore, others may independently develop similar products or processes, duplicate our products or processes, or design around any patents that may be issued to us.

We could be harmed by litigation involving patents and other intellectual property rights.

As a general matter, the semiconductor and related industries are characterized by substantial litigation regarding patent and other intellectual property rights. We may be accused of infringing the intellectual property rights of third parties. Furthermore, we may have certain indemnification obligations to customers with respect to the infringement of third party intellectual property rights by our products. Infringement claims by third parties or claims for indemnification by customers or end users of our products resulting from infringement claims may be asserted in the future and such assertions, if proven to be true, may harm our business.

Any litigation relating to the intellectual property rights of third parties, whether or not determined in our favor or settled by us, would at a minimum be costly and could divert the efforts and attention of our management and technical personnel. In the event of any adverse ruling in any such litigation, we could be required to pay substantial damages, cease the manufacturing, use and sale of infringing products, discontinue the use of certain processes or obtain a license under the intellectual property rights of the third party claiming infringement. A license might not be available on reasonable terms, or at all.

By supplying parts in the past which were used in medical devices that help sustain human life, we are vulnerable to product liability claims.

We have in the past supplied products predominantly to Guidant and to a much lesser extent to Medtronic for use in implantable defibrillators and pacemakers, which help sustain human life. While we have not sold products into the Medical market since fiscal year 2005, large numbers of our products are or will be used in implanted medical devices, which could fail and expose us to claims. Should our products cause failure in the implanted devices, we may be sued and ultimately have liability, although under federal law Guidant and Medtronic would be required to defend and take responsibility in such instances until their liability was established, in which case we could be liable for that part of those damages caused by our willful misconduct or, in the case of Medtronic only, our negligence.

If our products contain defects, fail to achieve industry reliability standards, or infringe third party intellectual rights or if there are delays in delivery or other unforeseen events which lead to our customers incurring damages, then our reputation may be harmed, and we may incur significant unexpected expenses and lose sales.

We face an inherent business risk of exposure to claims in the event that our products fail to perform as warranted or expected or if we are late in delivering them. Our customers might seek to recover from us any perceived losses, both direct and indirect, which could include their lost sales or profit, a recall of their products, or defending them against third party intellectual property claims. Such claims might be significantly higher than the revenues and profits we receive from our products involved as we are usually a component supplier with limited value content relative to the value of the ultimate end-product. We attempt to protect ourselves through a combination of quality controls, contractual provisions, business insurance, and self insurance. There is no assurance that we will always be able to limit our liability contractually or that any such limits that we negotiate will be enforceable. There can be no assurance that we will obtain the insurance coverage we seek, both in terms of dollar amount insured or scope of exclusions to the coverage, or that the self insured claims will not be larger than we expect. A successful claim against us could have material adverse effects on our results of operations and financial condition. Beyond the potential direct cost, loss of confidence by major customers could cause sales of our other products to drop significantly and harm our business.

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Our failure to comply with environmental regulations could result in substantial liability to us.

We are subject to a variety of federal, state and local laws, rules and regulations relating to the protection of health and the environment. These include laws, rules and regulations governing the use, storage, discharge, release, treatment and disposal of hazardous chemicals during and after manufacturing, research and development and sales demonstrations, as well as the maintenance of healthy and environmentally sound conditions within our facilities. If we fail to comply with applicable requirements, we could be subject to substantial liability for cleanup efforts, property damage, personal injury and fines or suspension or cessation of our operations. In these regards, during the closure of our Milpitas facility in fiscal 2003, residual contaminants from our operations were detected in concrete and soil samples which were remediated under a work plan approved the State Department of Toxic Substances Control (“DTSC”). The DTSC informed us in a letter dated February 3, 2005, that they had determined that the site does not pose significant threat to public health and the environment. However, if other contaminants should later be found at the site, the DTSC or owner could attempt to hold us responsible. Similarly, our Tempe facility, which we closed in December 2004, is located in an area of documented regional groundwater contamination. While we have no reason to believe that our operations at the facility have contributed to this regional contamination, we can give no assurance that this is the case. In connection with our closure of this facility, we have conducted environmental studies at the site that did not identify any issues but should contaminants be found at the site at a later date a government agency or the new owner could attempt to hold us responsible. Under the agreement, we retain liability for any environmental issues that arise due to the condition of the property at the time of closing.

Earthquakes, other natural disasters and shortages may damage our business.

Our California facilities and some of our suppliers are located near major earthquake faults that have experienced earthquakes in the past. In the event of a major earthquake or other natural disaster near our headquarters, our operations could be harmed. Similarly, a major earthquake or other natural disaster near one or more of our major suppliers, like the ones that occurred in Taiwan in September 1999 and in Japan in October 2004, could disrupt the operations of those suppliers, limit the supply of our products and harm our business. The October 2004 earthquake in Japan temporarily shut down operations at one of the wafer fabrication facilities at which our products were being produced. We have since transferred that capacity to other fabs. Power shortages have occurred in California in the past. We cannot assure that if power interruptions or shortages occur in the future, they will not adversely affect our business.

Future terrorist activity, or threat of such activity, could adversely impact our business.

The September 11, 2001 attack may have adversely affected the demand for our customers’ products, which in turn reduced their demand for our products. In addition, terrorist activity interfered with communications and transportation networks, which adversely affected us. Future terrorist activity could similarly adversely impact our business.

Implementation of the new FASB rules for the accounting of employee equity and the issuance of new laws or other accounting regulations, or reinterpretation of existing laws or regulations, could materially impact our business or stated results.

From time to time, the government, courts and financial accounting boards issue new laws or accounting regulations, or modify or reinterpret existing ones. For example, starting with the first quarter of fiscal 2007, we implemented Financial Accounting Standards Board (“FASB”) financial accounting standard 123(R) for the accounting for share based payments. These regulations cause us to recognize an expense associated with our employee and director stock options and our employee stock purchase plan which will decrease our earnings. We have chosen to have lower earnings rather than not to use options as widely for our employees, which we believe would adversely impact our ability to hire and retain key employees. There may be other future changes in laws, interpretations or regulations that would affect our financial results or the way in which we present them. Additionally, changes in the laws or regulations could have adverse effects on hiring and many other aspects of our business that would affect our ability to compete, both nationally and internationally.

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Our stock price may continue to be volatile, and our trading volume may continue to be relatively low and limit liquidity and market efficiency. Should significant shareholders desire to sell their shares within a short period of time, our stock price could decline.

The market price of our common stock has fluctuated significantly. In the future, the market price of our common stock could be subject to significant fluctuations due to general market conditions and in response to quarter to quarter variations in:

•

our anticipated or actual operating results;

	•		announcements or introductions of new products by us or our competitors;

	•		decreased market share of our major customers;

•

technological innovations or setbacks by us or our competitors;

•

conditions in the semiconductor and passive components markets;

•

the commencement of litigation;

•

changes in estimates of our performance by securities analysts;

•

announcements of merger or acquisition transactions; and

•

general economic and market conditions.

In addition, the stock market in recent years has experienced extreme price and volume fluctuations that have affected the market prices of many high technology companies, particularly semiconductor companies, that have often been unrelated or disproportionate to the operating performance of the companies. These fluctuations, as well as general economic and market conditions, may harm the market price of our common stock. Furthermore, our trading volume is often small, meaning that a few trades have disproportionate influence on our stock price. In addition, someone seeking to liquidate a sizable position in our stock may have difficulty doing so except over an extended period or privately at a discount. Thus, if a shareholder were to sell or attempt to sell a large number of its shares within a short period of time, this sale or attempt could cause our stock price to decline. Our stock is followed by a relatively small number of analysts and any changes in their rating of our stock could cause significant swings in its market price.

Our shareholder rights plan, together with the anti-takeover provisions of our certificate of incorporation, may delay, defer or prevent a change of control.

Our board of directors adopted a shareholder rights plan in autumn 2001 to encourage third parties interested in acquiring us to work with and obtain the support of our board of directors. The effect of the rights plan is that any person who does not obtain the support of our board of directors for its proposed acquisition of us would suffer immediate dilution upon achieving ownership of more than 15% of our stock. Under the rights plan, we have issued rights to purchase shares of our preferred stock that are redeemable by us prior to a triggering event for a nominal amount at any time and that accompany each of our outstanding common shares. These rights are triggered if a third party acquires more than 15% of our stock without board of director approval. If triggered, these rights entitle our shareholders, other than the third party causing the rights to be triggered, to purchase shares of the company’s preferred stock at what is expected to be a relatively low price. In addition, these rights may be exchanged for common stock under certain circumstances if permitted by the board of directors.

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In addition, our board of directors has the authority to issue up to 10,000,000 shares of preferred stock and to determine the price, rights, preferences and privileges and restrictions, including voting rights of those shares without any further vote or action by our shareholders. The rights of the holders of common stock will be subject to, and may be harmed by, the rights of the holders of any shares of preferred stock that may be issued in the future, including the preferred shares covered by the shareholder rights plan. The issuance of preferred stock may delay, defer or prevent a change in control. The terms of the preferred stock that might be issued could potentially make more difficult or expensive our consummation of any merger, reorganization, sale of substantially all of our assets, liquidation or other extraordinary corporate transaction. In addition, the issuance of preferred stock could have a dilutive effect on our shareholders.

Further, our shareholders must give written notice delivered to our executive offices no less than 120 days before the one year anniversary of the date our proxy statement was released to shareholders in connection with the previous year’s annual meeting to nominate a candidate for director or present a proposal to our shareholders at a meeting. These notice requirements could inhibit a takeover by delaying shareholder action.

We will incur increased costs as a result of recently enacted and proposed changes in laws and regulations relating to corporate governance matters and public disclosure.

Recently enacted and proposed changes in the laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002, rules adopted or proposed by the SEC and by the NASDAQ National Market and new accounting pronouncements will result in increased costs to us as we evaluate the implications of these laws, regulations and standards and respond to their requirements. To maintain high standards of corporate governance and public disclosure, we intend to invest substantial resources to comply with evolving standards. This investment may result in increased general and administrative expenses and a diversion of management time and attention from strategic revenue generating and cost management activities. For example, we spent approximately an incremental $800,000 versus our prior financial audit only fees on internal control documentation, testing, and auditing to complete our first annual review associated with filing of 10-K for the year ended March 31, 2005 to comply with section 404 of the Sarbanes-Oxley Act. We also spent a significant but not separately determinable amount in fiscal 2007 and fiscal 2006 in internal control documentation, testing, and auditing. In addition, these new laws and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on our board committees or as executive officers. We are taking steps to comply with the recently enacted laws and regulations in accordance with the deadlines by which compliance is required, but cannot predict or estimate the amount or timing of additional costs that we may incur to respond to their requirements.

Our acquisition of Arques Technology and any future acquisitions and strategic alliances may harm our operating results or cause us to incur debt or assume contingent liabilities.

In April, 2006, we acquired Arques Technology, Inc. and we may in the future acquire, or form strategic alliances relating to, other businesses, products and technologies. Successful acquisitions and alliances in the semiconductor industry are difficult to accomplish because they require, among other things, efficient integration and alignment of product offerings and manufacturing operations and coordination of sales and marketing and research and development efforts. We have no recent experience in making such acquisitions or alliances. The difficulties of integration and alignment may be increased by the necessity of coordinating geographically separated organizations, the complexity of the technologies being integrated and aligned and the necessity of integrating personnel with disparate business backgrounds and combining different corporate cultures. The integration and alignment of operations following an acquisition or alliance requires the dedication of management resources that may distract attention from the day to day business, and may disrupt key research and development, marketing or sales efforts.

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In the case of Arques, for sixteen quarters, we will incur expenses of $32,500 as we amortize the acquired developed and core technology and for eight quarters we will incur expense of $8,800 as we amortize the acquired distributor relationships. In connection with future acquisitions and alliances, we may not only acquire assets which need to be amortized, but we may also incur debt or assume contingent liabilities which could harm our operating results. Without strategic acquisitions and alliances we may have difficulty meeting future customer product and service requirements.

A decline in our stock price could result in securities class action litigation against us which could divert management attention and harm our business.

In the past, securities class action litigation has often been brought against public companies after periods of volatility in the market price of their securities. Due in part to our historical stock price volatility, we could in the future be a target of such litigation. Securities litigation could result in substantial costs and divert management’s attention and resources, which could harm our ability to execute our business plan.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

ITEM 3. Defaults upon Senior Securities

None.

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

ITEM 5. Other Information

None.

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ITEM 6. Exhibits

The following documents are filed as Exhibits to this report:

31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

32.1		Section 1350 Certification of Principal Executive Officer

32.2		Section 1350 Certification of Principal Financial Officer

The following documents are hereby incorporated by reference as Exhibits to this report:

Exhibit Number			Description	Incorporated by reference from
3(i)			Amended and Restated Certificate of Incorporation.	Exhibit 3.1 to our Current Report on Form 8-K dated September 15, 2006, filed on September 21, 2006.

3(ii)			Amended and Restated By-laws.	Exhibit 3.2 to our Current Report on Form 8-K dated September 15, 2006, filed on September 21, 2006.

4.1*			1995 Employee Stock Option Plan and 1995 Non-Employee Directors’ Stock Option Plan, both as most recently amended August 8, 2003 and August 7, 2002, respectively.	Exhibit 4.1 to Registration Statement on Form S-8, filed on September 2, 2003.

4.2*			1995 Employee Stock Purchase Plan, as most recently amended August 8, 2003	Exhibit 4.2 to Registration Statement on Form S-8, filed on September 2, 2003.

4.3			Sample Common Stock Certificate of Registrant	Exhibit 4.1 to our Current Report on Form 8-K dated April 27, 2004, filed on April 28, 2004.

4.4*			2004 Omnibus Incentive Compensation Plan	Exhibit 4.1 to our Registration Statement on Form S-8, filed on November 9, 2004.

10.12			Wafer Manufacturing Agreement between the Company and Advanced Semiconductor Manufacturing Corporation, dated February 20, 2002.**	Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2002 filed on June 25, 2002.

10.18			Wafer Manufacturing Agreement with Sanyo Electric Co., Ltd. Semiconductor Company**	Exhibit 10.18 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004.

10.20			Amended and Restated Loan and Security Agreement with Silicon Valley Bank dated September 30, 2004.**	Exhibit 10.20 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed on November 8, 2004.

10.21			Purchase Agreement between Registrant and Microchip Technology Incorporated dated May 20, 2005, as amended effective June 15, 2005	Exhibit 10.21 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on November 9, 2005.

10.22			Exhibit 10.22, First Amendment to Loan and Security Agreement between Registrant and Silicon Valley Bank entered into on October 24, 2005.	Exhibit 10.22 to our Current Report on Form 8-K dated October 24, 2005, filed on October 27, 2005.

10.23			Agreement and Plan of Merger dated March 16, 2006 by and among the Registrant, Arques Technology, Inc., ARQ Acquisition Corporation and, for purposes of Article 11 only, Gerome Tseng, as the Representative.	Exhibit 10.23 to our Current Report on Form 8-K dated March 16, 2006, filed on March 22, 2006.

10.24*			Consulting Agreement dated as of March 17, 2006, between Registrant and Kevin Berry.	Exhibit 10.24 to our Current Report on Form 8-K dated March 17, 2006, filed on March 23, 2006.

10.25*			Memo to Employees and Consultants, including David Casey and David Sear, Accelerating Their Underwater Unvested Options and Imposing Resale Restrictions.	Exhibit 10.25 to our Current Report on Form 8-K dated March 28, 2006, filed on April 3, 2006.

10.26*			Letter Agreement dated as of July 7, 2006, between Registrant and Kevin Berry.	Exhibit 10.26 to our Current Report on Form 8-K dated July 7, 2006, filed on July 10, 2006.

10.27*		Supplemental Employment Terms Agreement during November 2006 between Registrant and an employee of the registrant		Exhibit 10.27 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, filed on February 9, 2007

10.28*		Executive Severance Plan dated November 9, 2006		Exhibit 10.28 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, filed on February 9, 2007

10.29**	Equipment Acquisition Agreement, as amended, and Post-Consignment Services Pricing Agreement, with SPEL			Exhibit 10.29 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 filed on November 9, 2007

_________

*	Denotes a management contract or compensatory plan or arrangement.
**		Portions were omitted pursuant to a request for confidential treatment.

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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 thereunto duly authorized.


	CALIFORNIA MICRO DEVICES CORPORATION
	(Registrant)

Date: February 8, 2008	By:	/S/ ROBERT V. DICKINSON ___________________________________________
		Robert V. Dickinson, President and Chief Executive Officer (Principal Executive Officer)

		/S/ KEVIN J. BERRY __________________________________________
		Kevin J. Berry, Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Exhibit Index

Exhibit Number		Description	Incorporated by reference from
3(i)		Amended and Restated Certificate of Incorporation.	Exhibit 3.1 to our Current Report on Form 8-K dated September 15, 2006, filed on September 21, 2006.

3(ii)		Amended and Restated By-laws.	Exhibit 3.2 to our Current Report on Form 8-K dated September 15, 2006, filed on September 21, 2006.

4.1*		1995 Employee Stock Option Plan and 1995 Non-Employee Directors’ Stock Option Plan, both as most recently amended August 8, 2003 and August 7, 2002, respectively.	Exhibit 4.1 to Registration Statement on Form S-8, filed on September 2, 2003.

4.2*		1995 Employee Stock Purchase Plan, as most recently amended August 8, 2003	Exhibit 4.2 to Registration Statement on Form S-8, filed on September 2, 2003.

4.3		Sample Common Stock Certificate of Registrant	Exhibit 4.1 to our Current Report on Form 8-K dated April 27, 2004, filed on April 28, 2004.

4.4*		2004 Omnibus Incentive Compensation Plan	Exhibit 4.1 to our Registration Statement on Form S-8, filed on November 9, 2004.

10.12		Wafer Manufacturing Agreement between the Company and Advanced Semiconductor Manufacturing Corporation, dated February 20, 2002.**	Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2002 filed on June 25, 2002.

10.18		Wafer Manufacturing Agreement with Sanyo Electric Co., Ltd. Semiconductor Company**	Exhibit 10.18 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004.

10.20		Amended and Restated Loan and Security Agreement with Silicon Valley Bank dated September 30, 2004.**	Exhibit 10.20 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed on November 8, 2004.

10.21		Purchase Agreement between Registrant and Microchip Technology Incorporated dated May 20, 2005, as amended effective June 15, 2005	Exhibit 10.21 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on November 9, 2005.

10.22		Exhibit 10.22, First Amendment to Loan and Security Agreement between Registrant and Silicon Valley Bank entered into on October 24, 2005.	Exhibit 10.22 to our Current Report on Form 8-K dated October 24, 2005, filed on October 27, 2005.

10.23		Agreement and Plan of Merger dated March 16, 2006 by and among the Registrant, Arques Technology, Inc., ARQ Acquisition Corporation and, for purposes of Article 11 only, Gerome Tseng, as the Representative.	Exhibit 10.23 to our Current Report on Form 8-K dated March 16, 2006, filed on March 22, 2006.

10.24*		Consulting Agreement dated as of March 17, 2006, between Registrant and Kevin Berry.	Exhibit 10.24 to our Current Report on Form 8-K dated March 17, 2006, filed on March 23, 2006.

10.25*		Memo to Employees and Consultants, including David Casey and David Sear, Accelerating Their Underwater Unvested Options and Imposing Resale Restrictions.	Exhibit 10.25 to our Current Report on Form 8-K dated March 28, 2006, filed on April 3, 2006.

10.26*		Letter Agreement dated as of July 7, 2006, between Registrant and Kevin Berry.	Exhibit 10.26 to our Current Report on Form 8-K dated July 7, 2006, filed on July 10, 2006.

10.27*	Supplemental Employment Terms Agreement during November 2006 between Registrant and an employee of the registrant		Exhibit 10.27 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, filed on February 9, 2007

10.28*	Executive Severance Plan dated November 9, 2006		Exhibit 10.28 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, filed on February 9, 2007

10.29**	Equipment Acquisition Agreement, as amended, and Post-Consignment Services Pricing Agreement, with SPEL.		Exhibit 10.29 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 filed on November 9, 2007

31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer is filed herewith.

31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer is filed herewith.

32.1		Section 1350 Certification of Principal Executive Officer is filed herewith.

32.2		Section 1350 Certification of Principal Financial Officer is filed herewith.

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*	Denotes a management contract or compensatory plan or arrangement.

**	Portions were omitted pursuant to a request for confidential treatment.

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