SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 22, 2004
-----------------------
Castelle
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
000-22020 77-0164056
(Commission File Number) (IRS Employer Identification No.)
855 Jarvis Drive
Suite 100
Morgan Hill, California 95037
(Address of Principal Executive Offices) (Zip Code)
(408) 852-8000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibit is being furnished herewith:
Exhibit
Number Description
--------------- ----------------------
99.1 Text of press release issued by Castelle dated
April 22, 2004.*
* This information 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.
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 April 22, 2004, Castelle issued a press release
regarding its financial results for its first fiscal quarter ended March 31,
2004. 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 include an income tax
expense at a 40% rate for the first quarter of fiscal year 2003. 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 foe the future and to provide a more consistent basis for comparison
between quarters.
2
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 hereunto duly authorized.
Date: April 22, 2004
Castelle
By: /s/ Paul W. Cheng
Paul W. Cheng
Vice President, Chief Financial
Officer and Secretary
-------------------------------------------------------------------------------
EXHIBIT INDEX
Exhibit
Number Description
----------- ---------------------
99.1 Text of press release issued by Castelle dated April 22,
2004. *
* This information 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.
3