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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A



Amendment No. 1



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(Mark One)



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the Three and Nine Months Ended June 30, 2003



OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



Commission file number: 000-23649



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ARTISAN COMPONENTS, INC.

(Exact name of registrant as specified in its charter)



|DELAWARE                                                       |  | 77-0278185                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



141 Caspian Court

Sunnyvale, California 94089

(Address of principal executive offices)



Telephone number (408) 734-5600

(Registrants telephone number, including area code)



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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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x
No ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act). Yes x No ̈



As of July 31, 2003, there were 21,919,293 shares of the Registrants Common Stock outstanding.



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PORTIONS AMENDED



The Registrant hereby amends Part 1, Item 1, Note 2, the last paragraph and table contained in the Registrants Report on Form 10-Q for the
quarterly period ended June 30, 2003. A correction was made to the portion of the table below which sets forth pro forma revenue, net income, basic and diluted net income per share and shares used in computing diluted net income per share for the
nine months ended June 30, 2003. Except as set forth below, no other changes are made to the Registrants Report on Form 10-Q for the quarterly period ended June 30, 2003.



Note 2. Acquisition of NurLogic



The results of operations of NurLogic are included in the Companys Condensed Consolidated Statement of Operations from the date of the acquisition.
If the Company had acquired NurLogic at the beginning of the periods presented, the Companys unaudited pro forma revenue, net income (loss) and net income (loss) per share would have been as follows (in thousands, except per share data):



|                                                             |  | Three months endedJune 30, |        | Nine months endedJune 30, |  
|------------------------------------------------------------ |  | -------------------------- | ------ | ------------------------- | -
|                                                             |  | 2003                       |        | 2002                      |  
|Revenue                                                      |  | $                          | 18,919 |                           | $
|Net income (loss)                                            |  |                            | 1,434  |                           |  
|Net income (loss) per sharebasic                            |  |                            | 0.07   |                           |  
|Net income (loss) per sharediluted                          |  |                            | 0.06   |                           |  
|Shares used in computing net income (loss) per sharebasic   |  |                            | 20,359 |                           |  
|Shares used in computing net income (loss) per sharediluted |  |                            | 22,873 |                           |  



Item 6.Exhibits



(a) Exhibits



| | 31 |  | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 32 |  | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the report to be signed on
its behalf by the undersigned thereunto duly authorized.



Dated: September 26,
2003



ARTISAN COMPONENTS, INC. (Registrant)By:

/s/    MARK R.
TEMPLETONMark R. Templeton President, Chief Executive Officer and Director (Principal Executive
Officer)




By:

/s/    JOY E.
LEOJoy E. Leo Vice President, Finance and Administration, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)




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EXHIBIT INDEX



|Exhibit No. |  | Description                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31          |  | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|            | 
|32          |  | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of
2002.                    



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