SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): October 27, 2004
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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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchang
Act (17 CFR 240.13e-4(c))
Section 2.02 - Results of Operations and Financial Condition.
(a) The information contained in this Section 2.02, 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, as amended, and shall not
be deemed incorporated by reference in any filing with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
the Securities Act of 1933, as amended, whether made before or after the date
hereof and irrespective of any general incorporation language in any filings. On
October 25, 2004, Castelle issued a press release regarding its financial
results for its third fiscal quarter ended September 30, 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 third quarter and first nine months of fiscal year
2004. 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.
Section 9.01 - Financial Statements and Exhibits
(c) Exhibits
The following exhibit is being furnished herewith:
Exhibit Description
Number
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99.1 Text of press release issued by Castelle dated
October 25, 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.
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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: October 27, 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 October 25, 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.
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