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: February  02, 2012

(Date of earliest event reported)




Cavium, Inc.

(Exact name of registrant as specified in its charter)





DE

(State or other jurisdiction 
of incorporation)


001-33435

(Commission File Number)


77-0558625

(IRS Employer 
Identification Number)






2315 N. First Street, San Jose CA

(Address of principal executive offices)

 

95131

(Zip Code)




408-943-7100
(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:


 
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))

  





Item 2.02. Results of Operations and Financial Condition



On February 2, 2012, Cavium, Inc. (the "Company") issued a press release announcing its financial results for the fourth quarter of 2011. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.



The information under Item 2.02 of this report, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information and the accompanying exhibit shall not be incorporated by reference into filings with the U.S. Securities and Exchange Commission (the "SEC") made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.



Item 9.01. Financial Statements and Exhibits





(a) Financial statements:

             None

(b) Pro forma financial information:

             None

(c) Shell company transactions:

             None

(d) Exhibits

             99.1       Press Release of Cavium, Inc. dated February  02, 2012




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.








Dated: February  02, 2012



CAVIUM, INC.

By:  /s/ Arthur D. Chadwick                                           

     Arthur D. Chadwick                     

          Vice President of Finance and Administration and Chief Financial Officer







Exhibit Index



Exhibit No.
Description


99.1
Press Release of Cavium, Inc. dated February  02, 2012