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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2005

PDF Solutions, Inc.

(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  000-31311
(Commission File Number) 		  25-1701361
(IRS Employer
Identification No.)
     
333 West San Carlos Street
Suite 700
San Jose, CA
(Address of principal
executive offices) 		  95110
(Zip Code)

Registrant’s telephone number, including area code: (408) 280-7900

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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

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Item 2.02 Results of Operations and Financial Condition.

     On April 21, 2005, the Registrant issued a press release regarding its financial results and certain other information related to the first fiscal quarter of 2005 ended March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

     On April 21, 2005, the Registrant issued a press release regarding the financial outlook for the second fiscal quarter ending June 30, 2005 and the third fiscal quarter ending September 30, 2005. A copy of the press release is attached hereto as Exhibit 99.2. The information in this Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

     
Exhibit    
No.   Description
99.1
  Press Release dated April 21, 2005 regarding financial results and certain other information related to the first fiscal quarter of 2005 ended March 31, 2005.
99.2
  Press Release dated April 21, 2005 regarding the financial outlook for the second fiscal quarter ending June 30, 2005 and the third fiscal quarter ending September 30, 2005.

 

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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.

         
  PDF Solutions, Inc.
(Registrant)
 		  
Date: April 21, 2005  By:   /s/ P. Steven Melman  
    P. Steven Melman   
    Vice President, Finance and Administration and Chief Financial Officer   
 

 

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EXHIBIT INDEX

     
Exhibit    
No.   Description
99.1
  Press Release dated April 21, 2005 regarding financial results and certain other information related to the first fiscal of 2005 ended March 31, 2005.
99.2
  Press Release dated April 21, 2005 regarding the financial outlook for the second fiscal quarter ending June 30, 2005 and the third fiscal quarter ending September 30, 2005.