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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A Amendment No. 2
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2003 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to.
Commission File Number 0-9653 XICOR, INC. (Exact name of Registrant as specified in its Charter)
 California
(State or other jurisdiction of
incorporation or organization)
    
    94-2526781
(I.R.S. Employer Identification No.)933 Murphy Ranch Road
Milpitas, California
(Address of principal executive offices)
    
    95035
(Zip Code)
 Registrants telephone number, including area code: (408) 432-8888 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Without Par Value Preferred Share Rights (currently attached to and trading only with Common Stock)
(Title of Class) 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 and (2) has been subject to such filing
requirements for the past 90 days. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. þ Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes þ No o As of June 29, 2003, the last business day of the Registrants most
recently completed second fiscal quarter, there were 27,016,531 shares of the
Registrants Common Stock outstanding and the aggregate market value of such
shares held by non-affiliates of the Registrant, based on the closing sale
price of such shares on the Nasdaq National Market on June 29, 2003, was
approximately $121,339,000. Shares of Common Stock held by each executive
officer and director and by each person who beneficially owns more than 5% of
the outstanding Common Stock have been excluded in that such persons may under
certain circumstances be deemed to be affiliates. This determination of
executive officer or affiliate status is not necessarily a conclusive
determination for other purposes. The aggregate number of outstanding shares of Common Stock, without par
value, of the Registrant was 29,191,891 on March 11, 2004.




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TABLE OF CONTENTS  PART IVItem 15. Exhibits, Financial Statement Schedules and Reports on Form 8-KSIGNATURESINDEX TO EXHIBITSEXHIBIT 31.1EXHIBIT 31.2    Table of Contents  EXPLANATORY NOTE This Amendment No. 2 to the Companys Annual Report on Form 10-K for the
year ended December 31, 2003 filed on February 23, 2004, as amended by
Amendment No. 1 on Form 10-K/A filed on March 29, 2004, is being filed solely
for the purpose of filing the Certification of Chief Executive Officer and
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, with respect to the Form 10-K/A filed on March 29,
2004. We have made no further changes to the previously filed Form 10-K and
Form 10-K/A. Other than as set forth below, the items of the Form 10-K and
Form 10-K/A, as previously filed, continue to speak as of the dates of the
original filings thereof, and we are not updating the disclosure of such items. 
 PART IV 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K  (a)
    
    The following documents are filed as a part of this report:  (3)
    
    Exhibits.The exhibits listed in the
accompanying Index to Exhibits is filed as part of this
amendment to the Annual Report. 2




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to
the Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on the 21st day of June 2004. XICOR, INC
RegistrantBy:
    /s/  Louis DiNardoLouis DiNardoCo-Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated: Signature
    
    Title
    
    Date*
(J. Daniel McCranie)
    
    Co-Chairman of the Board
    
    June 21, 2004/s/ Louis DiNardo
(Louis DiNardo)
    
    Co-Chairman of the Board, President and Chief
Executive Officer (Principal Executive Officer)
    
    June 21, 2004*
(Julius Blank)
    
    Director
    
    June 21, 2004*
(Andrew W. Elder)
    
    Director
    
    June 21, 2004*
(John R. Harrington)
    
    Director
    
    June 21, 2004*
(Emmanuel Hernandez)
    
    Director
    
    June 21, 2004/s/            Geraldine N. Hench
(Geraldine N. Hench)
    
    Vice President, Finance and Administration and Chief
Financial Officer (Principal Financial Officer and
Principal Accounting Officer)
    
    June 21, 2004*  By:    /s/      Louis DiNardo
Louis DiNardo
Attorney-in-Fact
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XICOR, INC.
INDEX TO EXHIBITS
Item 15(a)(3) ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 4