SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2004
CASTELLE
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(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
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(State or Other Jurisdiction of Incorporation)
000-22020 77-0164056
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(Commission (IRS Employer
File Number) Identification No.)
855 Jarvis Drive, Suite 100, Morgan Hill, California 95037
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(Address of Principal Executive Offices) (Zip Code)
(408) 852-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is filed herewith:
Exhibit No. Exhibit Title
99.1 Text of Press Release issued by Castelle dated
February 13, 2004.*
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* This information shall not be be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, and shall not
be deemed incorporated by reference in any filing with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934 or the Securities Act of 1933, whether made before or
after the date hereof and irrespective of any general
incorporation language in any filings.
Item 12. Results of Operations and Financial Condition.
(a) The information contained in this Item 12, and the exhibit
hereto, are being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, and shall not be deemed
incorporated by reference in any filing with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 or the Securities Act of
1933, whether made before or after the date hereof and irrespective of any
general incorporation language in any filings. On February 13, 2004, Castelle
issued a press release regarding its financial results for its fourth fiscal
quarter and year ended December 31, 2003. A copy of Castelle's press release is
attached hereto as Exhibit 99.1.
The press release includes pro forma operating results. Pro forma
operating results are not based on any standardized methodology prescribed by
U.S. generally accepted accounting principles ("GAAP") and are not necessarily
comparable to similar measures presented by other companies. Pro forma operating
results should not be considered in isolation or as a substitute for operating
results prepared in accordance with GAAP. The Company has provided a
reconciliation of pro forma operating results to GAAP in the schedules of the
attached press release.
Management utilizes pro forma operating results as a performance
measure and furnishes the information in order to provide investors with
additional information to analyze the Company's operating results and facilitate
period-to-period comparisons. Pro forma operating results exclude the effects of
a non-cash tax benefit recorded by the Company in the fourth quarter. The
Company believes that this non-cash tax benefit is not indicative of the
Company's core operating results. The impact of the pro forma adjustments to
GAAP is quantified in the reconciliation table included with the press release.
The Company uses non-GAAP measures to help clarify the overall understanding of
its current operational performance, its prospects for the future and to provide
a more consistent basis for comparison between quarters.
SIGNATURE
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.
CASTELLE
Date: February 17, 2004 By: /s/ Paul Cheng
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Paul Cheng
Vice President, Chief Financial Officer
and Secretary
EXHIBIT INDEX
Exhibit No. Exhibit Title
99.1 Text of Press Release issued by Castelle dated February 13, 2004.*
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* This information shall not be be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, and shall not
be deemed incorporated by reference in any filing with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934 or the Securities Act of 1933, whether made before or
after the date hereof and irrespective of any general
incorporation language in any filings.