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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Amendment No. 2
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
California Micro Devices Corporation
(Name of Issuer)
Common Stock
$.01 par value
(Title of Class of Securities)
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87926F104
(CUSIP Number)
Hitachi Metals, Ltd.
(Name of Person Filing Statement)
Christopher T. Jensen
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Tel. No.: 212-309-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 16, 2000
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
NOTES).
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CUSIP No. 87926F104 13D Page 2
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Hitachi, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 288,000
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
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10 SHARED DISPOSITIVE POWER
288,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.76%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Based on 10,431,751 shares of Common Stock outstanding on December 31, 1999,
as reported by California Micro Devices Corporation in its Form 10-Q filed on
February 21, 2000.
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CUSIP No. 87926F104 13D Page 3
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Hitachi Metals, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 288,000
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
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10 SHARED DISPOSITIVE POWER
288,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.76%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Based on 10,431,751 shares of Common Stock outstanding on December 31, 2000,
as reported by California Micro Devices Corporation in its Form 10-Q filed on
February 21, 2000.
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This Amendment No. 2 amends the Statement on Schedule 13D filed on May
20, 1994, as amended by Amendment No.1 thereto filed on June 2, 1995, by
Hitachi, Ltd., a Japanese corporation ("Hitachi"), and Hitachi Metals, Ltd., a
Japanese corporation("HML" and together with Hitachi, the "Reporting
Persons")relating to the Common Stock, no par value (the "Common Stock"), of
California Micro Devices Corporation("CMD").
Information in the prior amendment and the original Schedule 13D
remains in effect except to the extent that it is superseded by subsequently
filed information, including the information contained in this Amendment No. 2.
Information given in response to each item shall be deemed incorporated by
reference in all other items. Terms used and not defined herein have the
meanings ascribed to them in such Schedule 13D.
The response to Item 5 of the Schedule 13D is hereby amended as
follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Before giving effect to the transactions described in this Item 5,
Hitachi and HML had shared voting power over 980,000 shares of Common Stock of
CMD, representing approximately 9.4% of the outstanding voting securities of
CMD.
(b) The number of shares of Common Stock as to which there is sole
power to vote or to direct the vote, shared power to vote or to direct the vote,
sole power to dispose or direct the disposition, or shared power to dispose or
direct the disposition for each of Hitachi and HML is set forth in the cover
pages and such information is incorporated herein by reference. Hitachi and HML
share voting and dispositive power with each other with respect to the shares of
Common Stock of CMD owned of record by HML.
(c) During the past 60 days, HML sold 692,000 shares of Common Stock of
CMD in seven separate transactions on the Nasdaq National Market. Set forth in
Appendix A to this Item 5, attached hereto, is a schedule describing these
sales.
(d) Neither of the Reporting Persons has, and to the knowledge of each
such person, no other person has, the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of
the Common Stock which the Reporting Persons may vote or direct the vote with
respect to any matters.
(e) On March 21, 2000, each of the Reporting Persons ceased to be the
beneficial owner of more than five percent of the Common Stock of CMD.
ITEM 7. MATERIAL FILED AS EXHIBITS
The following are filed herewith as Exhibits to this Schedule 13D:
1. Joint Filing Agreement, dated as of April 12, 2000, between
Hitachi and HML.
2. Power of Attorney, dated as of June 10, 1997, from Hitachi to
Yasuhiro Daimonji.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Amendment No. 2 is true, complete and correct.
Date: April 12, 2000
Hitachi, Ltd.
By: /s/ Yasuhiro Daimonji
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Name: Yasuhiro Daimonji
Title: Chairman of Hitachi Metals
America, Ltd. and Attorney-In-
Fact for Hitachi, Ltd. pursuant
to Power of Attorney dated June
10, 1997, filed herewith.
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Amendment No. 2 is true, complete and correct.
Date: April 12, 2000
Hitachi Metals, Ltd.
By: /s/ Taiji Yamada
---------------------------------
Name: Taiji Yamada
Title: General Manager
Finance and Accounting Group
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APPENDIX A TO ITEM 5
Shares of CMD Common Stock Sold by Hitachi Metals, Ltd.
<TABLE>
<CAPTION>
SETTLEMENT DATE SHARES SOLD PRICE PER SHARE (US$)
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<S> <C> <C> <C>
3/16/2000 200,000 $32.6716
3/17/2000 196,000 $32.5005
3/21/2000 204,000 $34.0720
3/23/2000 29,000 $31.6940
3/28/2000 21,000 $31.0000
3/29/2000 12,000 $30.0938
3/30/2000 6,000 $29.0000
3/31/2000 24,000 $29.0000
</TABLE>
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EXHIBIT 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, dated as of the 12th day of April, 2000, between
Hitachi, Ltd. and Hitachi Metals, Ltd.(collectively, the "Joint Filers").
WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Joint Filers desire to satisfy any
filing obligation under Section 13(d) of the Exchange Act by a single joint
filing;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Joint Filers hereby agree and represent as follows:
1. Amendment No. 2 to Schedule 13D with respect to the Common Stock, no
par value per share, of California Micro Devices Corporation (to which this
Joint Filing Agreement is an exhibit) is filed on behalf of each of the Joint
Filers.
2. Each of the Joint Filers is eligible to use Schedule 13D for the filing
of information therein contained.
3. Each of the Joint Filers is responsible for the timely filing of the
Amendment No. 2 to Schedule 13D to which this Joint Filing Agreement is an
exhibit, and any amendments thereto, and for the completeness and accuracy of
the information concerning such person contained therein, provided that each
such person is not responsible for the completeness or accuracy of the
information concerning the other person making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement
to be duly executed and delivered as of the date first above written.
Hitachi, Ltd.
By: /s/ Yasuhiro Daimonji
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Name: Yasuhiro Daimonji
Title: Chairman of Hitachi Metals
America, Ltd. and Attorney-In-
Fact for Hitachi, Ltd. pursuant
to Power of Attorney dated June
10, 1997, filed herewith.
Hitachi Metals, Ltd.
By: /s/ Taiji Yamada
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Name: Taiji Yamada
Title: General Manager
Finance and Accounting Group
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[LETTERHEAD OF HITACHI]
POWER OF ATTORNEY
I, Shuji Nakanishi, being, General Manager, Affiliated Companies
Office of Hitachi, Ltd. ("Hitachi"), do hereby authorize Yasuhiro Daimonji,
Chairman of Hitachi Metals America, Ltd., an affiliate of Hitachi, to execute
and file on Hitachi's behalf any and all schedules, forms and documents
required by the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including, without limitation, under Sections 13 (d) and 16 of the
Exchange Act, and as may be required by other U.S. securities laws and
regulations in connection with the ownership by Hitachi's subsidiary, Hitachi
Metals, Ltd. of shares of the common stock of California Micro Devices
Corporation or rights to acquire such shares, and to execute and deliver on
Hitachi's behalf such other documents as deemed necessary and advisable in
connection herewith.
IN WITNESS WHEREOF, I have duly executed this instrument as of the 10th
day of June, 1997.
Hitachi, Ltd.
By: /s/ Shuji Nakanishi
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Shuji Nakanishi
General Manager
Affiliated Companies Office
