UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)<F1>
California Micro Devices Corporation
_________________________________________________________________________
(Name of Issuer)
Common Stock
_________________________________________________________________________
(Title of Class of Securities)
87926F104
_________________________________________________________
(CUSIP Number)
Alan J. Neuwirth, Esq.
Morgan, Lewis & Bockius
101 Park Avenue
New York, New York 10178
_________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 2, 1995
_____________________________________________________________________
(Date of Event which Requires Filing of this Statement)
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(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with the statement. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
____________________
<F1> 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).
<PAGE>
<PAGE>2
SCHEDULE 13D
CUSIP No. 87926F104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hitachi, Ltd.
________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________
4 SOURCE OF FUNDS*
AF
________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (E) / /
________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 980,000 shares of Common Stock
SHARES _________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING __________________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH
980,000 shares of Common Stock
__________________________________________________________
10 SHARED DISPOSITIVE POWER
None
_________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
980,000 shares of Common Stock
_________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
_________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%**
________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes 8,581,404 shares of Common Stock outstanding as reported
by California Micro Devices Corporation on June 15, 1995.
<PAGE>
<PAGE>3
SCHEDULE 13D
CUSIP No. 87926F104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hitachi Metals, Ltd.
________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________
4 SOURCE OF FUNDS*
WC, 00
________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (E) / /
________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 980,000 shares of Common Stock
SHARES ________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING ________________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH
980,000
________________________________________________________
10 SHARED DISPOSITIVE POWER
None
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
980,000 shares of Common Stock
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%**
__________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
__________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Assumes 8,581,404 shares of Common Stock outstanding as reported by
the California Micro Devices Corporation on June 15, 1995.
<PAGE>
<PAGE>1
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
_________________________________________________________________
_________________________________________________________________
This Amendment No. 1 amends and restates the Statement on Schedule
13D filed on May 20, 1994 (the "Schedule 13D"), by Hitachi, Ltd., a
Japanese corporation ("Hitachi"), and Hitachi Metals, Ltd., a Japanese
corporation ("HML;" and together with Hitachi, the "Reporting Persons").
The responses in each of Items 3, 4, 5 and 6 are incorporated by
reference into each of the other such Items, and should be read
together.
Item 1. Security and Issuer.
______ ___________________
This Schedule 13D relates to Common Stock, no par value (the "Common
Stock"), of California Micro Devices Corporation, a California
corporation ("CMD"). The principal executive offices of CMD are located
at 215 Topaz Street, Milipitas, California 95035.
Item 2. Identity and Background.
______ _______________________
This Schedule D is filed by the Reporting Persons.
The principal business of Hitachi is the manufacture and sale of
electronic and electrical products. The address of Hitachi's principal
business and of its principal office is 6, Kanda-Surugadai, 4 chome,
Chiyoda-ku, Tokyo 101 Japan.
The principal business of HML is the manufacture and sale of
specialty steel products, magnetic and electronic materials and parts,
automotive components, piping components, building and structural
components and other products. The address of HML's principal business
and its principal office is 2-1-2 Marunouchi, Chiyoda-ku, Tokyo 100
Japan.
Attached as Appendix A to Item 2 is information concerning the
executive officers and directors of each Reporting Person required to be
disclosed in response to Item 2 and General Instruction C to Schedule
13D. Such executive officers and directors may be deemed, but are not
conceded to be, controlling persons of the Reporting Persons. No
corporation or other person is or may be deemed to be ultimately in
control of HML other than Hitachi. No corporation or other person is or
may be deemed to be ultimately in control of Hitachi.
<PAGE>
<PAGE>2
Neither Hitachi, HML nor any of the persons or entities referred to
in Appendix A to Item 2 has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
______ _________________________________________________
On May 11, 1994, HML purchased 880,000 shares of Common Stock for an
aggregate purchase price of $21,120,000. The funds used by HML to
purchase the Common Stock were obtained from the working capital of HML.
Pursuant to a Settlement Agreement, dated May 10, 1995, by and
between CMD and HML (the "Settlement Agreement"), HML acquired 100,000
additional shares of Common Stock (valued at $5.00 per share) on June
2, 1995 as part of a settlement with CMD and in partial consideration
of a legal release of claims given to CMD by HML.
Item 4. Purpose of Transaction.
______ ______________________
HML acquired beneficial ownership of the shares of Common Stock
described in Item 3 to which this Statement on Schedule 13D relates as a
result of the consummation of the transactions contemplated by and
described in (i) the Stock Purchase Agreement, dated as of March 15,
1994 (the "Stock Purchase Agreement"), between CMD and HML, the full
text of which is filed as Exhibit A hereto and (ii) the Settlement
Agreement, the full text of which is filed as Exhibit D hereto. HML
acquired the 880,000 shares of Common Stock described in Item 3 to which
this Statement on Schedule 13D relates in the ordinary course of
business for investment purposes. In addition, HML made the investment
in such Common Stock, in part, to continue the development of
cooperation between HML and CMD for various business purposes, including
marketing and technology transfer and development. HML acquired the
100,000 shares of Common Stock (valued at $5.00 per share) pursuant to
the Settlement Agreement, in partial consideration of a legal release of
claims given to CMD by HML.
Hitachi acquired beneficial ownership of the shares of Common Stock
described in Item 3 to which this Statement on Schedule 13D relates
because Hitachi holds approximately 53.6% of the outstanding voting
securities of HML. The filing of this Statement shall not be construed
as an admission by Hitachi that Hitachi is for purposes of Sections
13(d) and 13(g) of the Securities and Exchange Act of 1934, as amended,
the beneficial owner of the Common Stock described in Item 3 to which
this Statement on Schedule 13D relates.
- 2 -
<PAGE>
<PAGE>3
The Reporting Persons may change any of their current intentions,
acquire additional shares of Common Stock or sell or otherwise dispose
of all or any part of the Common Stock beneficially owned by the
Reporting Persons, or take any other action with respect to CMD or any
of its equity securities in any manner permitted by law. Reference is
hereby made to Article 6 of the Stock Purchase Agreement previously
filed as an exhibit for a description of other transactions or events of
the type described in Items (a) through (j) of the instructions to Item
4 of Schedule 13D. Except as disclosed in this Item 4, neither Hitachi
nor HML has any current plans or proposals that relate or would result
in any of the events described in Items (a) through (j) of the
instructions to Item 4 of Schedule 13D.
The foregoing response to this Item 4 is qualified in its entirety by
reference to the Stock Purchase Agreement previously filed as an
exhibit, and the Settlement Agreement the full text of which is filed as
Exhibit D hereto and incorporated herein by this reference.
Item 5. Interest in Securities of the Issuer.
______ ____________________________________
(a) The aggregate number of shares of Common Stock beneficially
owned (i) by Hitachi is 980,000 shares or approximately 11.4% of the
class of such securities, and (ii) by HML is 980,000 shares or
approximately 11.4% of the class of such securities. Beneficial
ownership of such shares was acquired as described in Item 3 and Item 4.
(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 Reporting Person is
set forth in the cover pages and such information is incorporated herein
by reference.
(c) There have been no reportable transactions with respect to the
Common Stock within the last 60 days by any Reporting Person except for
the acquisition of beneficial ownership of the shares of Common Stock
being reported on this Schedule 13D.
(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 Common Stock which the Reporting Persons may vote or
direct the vote with respect to certain matters.
(e) Not applicable.
- 3 -
<PAGE>
<PAGE>4
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to the Securities of the Issuer.
_______ ________________________________________________________
The responses to Item 3 and Item 4 are incorporated herein by
reference.
- 4 -
<PAGE>
<PAGE>5
Item 7. Material Filed as Exhibits.
______ __________________________
The following are filed herewith as Exhibits to this Schedule 13D:
A. Stock Purchase Agreement, dated as of March 15, 1994 between
CMD and HML.*
B. Power of Attorney, dated as of June 23, 1995, from Hitachi,
Ltd. to Katsutoshi Okada.
C. Power of Attorney, dated as of June 23, 1995, from Hitachi
Metals, Ltd. to Katsutoshi Okada.
D. Form of Settlement Agreement, dated as of May 10, 1995, by and
between CMD and HML.
* Previously filed.
- 5 -
<PAGE>
<PAGE>6
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement
may be filed jointly with Hitachi Metals, Ltd.
Dated: June 23, 1995
Hitachi, Ltd.
By: /s/ Katsutoshi Okada
__________________________
Name: Katsutoshi Okada
Title: Attorney-in-Fact
- 6 -
<PAGE>
<PAGE>7
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement
may be filed jointly with Hitachi, Ltd.
Dated: June 23, 1995
Hitachi Metals, Ltd.
By: /s/ Katsutoshi Okada
__________________________
Name: Katsutoshi Okada
Title: Attorney-in-Fact
- 7 -
<PAGE>
<PAGE>1
APPENDIX A TO ITEM 2
____________________
Hitachi, Ltd. ("Hitachi")
Directors and Executive Officers and Persons
Who May Be Deemed to be Controlling Persons
___________________________________________
Each person is a citizen of Japan
Present Principal
Name and Position Occupation with Hitachi,
With Hitachi unless otherwise indicated
_________________ __________________________
Katsushige Mita Chairman and Representative Director
Tsutomu Kanai President and Representative Director
Takeo Miura Exec. VP and Representative Director
Iwao Matsuoka Exec. VP and Representative Director
Reijiro Fukutomi Exec. VP and Representative Director
Toori Sato Exec. VP and Representative Director
Kazuo Morita Exec. VP and Representative Director
Takashi Kashiwagi Senior Executive Managing Director
Shiro Kawate Senior Executive Managing Director
Yasutsugu Takeda Senior Executive Managing Director
Asahiko Isobe Senior Executive Managing Director
Takashi Nonouchi Senior Executive Managing Director
Tadahiko Shinohara Senior Executive Managing Director
Tsuneo Tanaka Senior Executive Managing Director
Hiroshi Kuwahara Senior Executive Managing Director
Masao Hamada Executive Managing Director
Takeo Takemoto Executive Managing Director
Kunio Hamada Executive Managing Director
Yukio Kawamoto Executive Managing Director
Etsuhiko Shoyama Executive Managing Director
Tsugio Makimoto Executive Managing Director
Yoshiki Yagi Executive Managing Director
Shigemichi Matsuka Executive Managing Director
Satoshi Ninomiya Board Director
Masahiro Soga Board Director
Yoshiro Kuwata Board Director
Yoshiteru Miki Board Director
Akisuke Takasu Board Director
Tetsuo Kobayashi Board Director
Tomoyoshi Takahashi Board Director
Yuushi Samuro Board Director
Kazuo Kumagai Board Director
A-1
<PAGE>
<PAGE>2
APPENDIX A TO ITEM 2 (CONTINUED)
________________________________
Hiroshi Asano Auditor
Yasuo Miyauchi Auditor
Shiro Kawada Auditor
Tadashi Okita Auditor
Yoshio Okawara Auditor
Shinji Tamagawa Auditor
Each person has the following business address:
c/o Hitachi, Ltd.
6 Kanda-Surugadai 4 chome,
Chiyoda-ku Tokyo 101 Japan
A-2
<PAGE>
<PAGE>3
APPENDIX A TO ITEM 2 (CONTINUED)
________________________________
Hitachi Metals, Ltd. ("HML")
Directors and Executive Officers and Persons
Who May Be Deemed to be Controlling Persons
___________________________________________
Each person is a citizen of Japan
Present Principal
Name and Position Occupation with HML,
With HML unless otherwise indicated
_________________ __________________________
Koji Matsuno President and Representative Director
Tetsuya Eda Exec. VP and Representative Director
Yoshiteru Asai Senior Executive Managing Director
Tomizo Tanaka Senior Executive Managing Director
Yoshimi Tokuda Senior Executive Managing Director
Kantaro Nakamura Executive Managing Director
Tsutomu Anda Executive Managing Director
Shigeru Kimura Executive Managing Director
Masami Hatta Executive Managing Director
Mitsuru Tanii Executive Managing Director
Yukihiko Sugimura Executive Managing Director
Shigeyuki Kobayashi Executive Managing Director
Koichiro Hiramoto Executive Managing Director
Katsushige Mita Board Director
Taneki Goya Board Director
Susumu Kotera Board Director
Shotaro Takemoto Board Director
Mitsuhiro Kudo Board Director
Atsumu Yamaguchi Board Director
Hiroshi Tamura Board Director
Motoyuki Katayose Board Director
Yoshio Saida Auditor
Yoshimasa Nagashima Auditor
Yasuo Miyauchi Auditor
Makoto Taniguchi Auditor
Each person has the following business address:
c/o Hitachi Metals, Ltd.
2-1-2 Marunouchi
Chiyoda-ku
Tokyo Japan
A-3
<PAGE>
<PAGE>4
EXHIBIT INDEX
Exhibit Description
_______ ___________
A Stock Purchase Agreement, dated as of March 15, 1994
between California Micro Devices Corporation and
Hitachi Metals, Ltd.*
B Power of Attorney, dated as of June 23, 1995, from Hitachi,
Ltd. to Katsutoshi Okada.
C Power of Attorney, dated as of June 23, 1995
from Hitachi Metals, Ltd. to Katsutoshi Okada.
D Form of Settlement Agreement, dated as of May 10,
1995, by and between California Micro Devices
Corporation and Hitachi Metals, Ltd.
* Previously filed.
<PAGE>
<PAGE>
EXHIBIT B
HITACHI, LTD.
6, Kanda-Surugadai 4 chome, Chiyoda-ku,
Tokyo 101, Japan
POWER OF ATTORNEY
_________________
I, Kenkichi Yasui, being Department Manager, Overseas Dept.
Affiliated Companies Office of Hitachi, Ltd. ("Hitachi"), do hereby
authorize KATSUTOSHI OKADA, President 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, and as may be required by other U.S. securities
laws and regulations in connection with the acquisition by Hitachi's
subsidiary, Hitachi Metals, Ltd., of 100,000 shares of the common stock
of California Micro Devices Corporation 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 23rd day of June, 1995.
Hitachi, Ltd.
By: /s/ Kenkichi Yasui
__________________________
Kenkichi Yasui
Department Manager
Overseas Dept.
Affiliated Companies Office
<PAGE>
<PAGE>
EXHIBIT C
HITACHI METALS, LTD.
2-1-2 Marunouchi, Chiyoda-ku,
Tokyo, Japan
POWER OF ATTORNEY
_________________
I, Atsumu Yamaguchi, being Board Director and Division
Vice President, Corporate Business Planning Div. of Hitachi
Metals, Ltd. ("HML"), do hereby authorize KATSUTOSHI OKADA,
President of Hitachi Metals America, Ltd., a subsidiary of HML,
to execute and file on HML's behalf any and all schedules, forms
and documents required by the Securities Exchange Act of 1934, as
amended, and as may be required by other U.S. securities laws and
regulations in connection with the acquisition by HML of 100,000
shares of the common stock of California Micro Devices
Corporation and to execute and deliver on HML'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 23rd day of June, 1995.
Hitachi Metals, Ltd.
By: /s/ Atsumu Yamaguchi
__________________________
Atsumu Yamaguchi
Board Director
Division Vice President
Corporate Business
Planning Div.
<PAGE>
<PAGE>
EXHIBIT D
SETTLEMENT AGREEMENT
This Agreement is made this 10th day of May, 1995, by and between
CALIFORNIA MICRO DEVICES CORPORATION ("CMD"), a corporation duly
organized and existing under the laws of the State of California, the
United States of America, and having its principal place of business at
215 Topaz Street, Milpitas, California 95035-5430, and HITACHI METALS,
LTD. ("HML"), a corporation duly organized and existing under the laws
of Japan and having its principal place of business at Chiyoda Bldg.,
1-2, 2-chome, Marunouchi, Chiyoda-ku, Tokyo 100, Japan.
WITNESSETH:
WHEREAS, HML acquired Eight Hundred and Eighty Thousand (880,000)
shares of the common stock of CMD for an aggregate purchase price of
Twenty One Million One Hundred and Twenty Thousand Dollars
($21,120,000), pursuant to a Stock Purchase Agreement (as herein
defined);
WHEREAS, HML contends that, as a result of various alleged improper
actions occurring within CMD, including the dissemination of inaccurate
1994 fiscal year financial statements of CMD, HML has suffered a serious
loss in the economic value of its CMD shares; and
WHEREAS, it is the desire of the parties to amicably settle and
resolve any and all legal claims which HML may have arising out of the
aforementioned circumstances.
NOW, THEREFORE, in consideration of the premises and the mutual
promises, terms and conditions hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
As used herein, the following terms shall have the following
definitions.
1.1 Cash Consideration. "Cash Consideration" shall mean Fifty
Thousand U.S. Dollars (US$50,000) which is to be paid by CMD to HML,
pursuant to Section 2.1 of Article II hereof, in partial consideration
of the Release.
1.2 Claims. "Claims" shall mean and include all claims, causes of
action, rights, demands, liabilities and suits, including "Unknown
Claims", that have been or could have been asserted by HML or any of its
Subsidiaries, based upon, arising out of or in any way related to (i)
HML's purchase of the Shares and losses occurring to the value thereof
and (ii) any fact, transaction, event, occurrence, act, failure to act,
omission or misrepresentation that is, or could have been, set forth or
alleged in the Class Actions.
<PAGE>
<PAGE>2
1.3 Class Actions. "Class Actions" shall mean and include the legal
actions filed against CMD in the United States District Court for the
Northern District of California by persons and entities who purchased
the common stock of CMD during the period September 7, 1993 through
January 9, 1995, inclusive.
1.4 CMD. "CMD" shall mean and include, in addition to the corporate
entity CMD itself, its divisions, predecessors, successors and assigns.
1.5 CMD Directors. "CMD Directors" shall mean the Directors on the
Board of CMD as of the Effective Date, being Wade Meyercard, Stuart
Schube, Angel Jordan, Kumar Patel and John Sprague, but specifically
excluding Chan Desaigoudar, who, for purposes hereof, shall not be
deemed a CMD Director.
1.6 Effective Date. "Effective Date" of this Agreement shall mean
the date upon which this Agreement has been approved by the Board of
Directors of HML.
1.7 HML. "HML" shall mean and include, in addition to the corporate
entity HML itself, its Subsidiaries, divisions, predecessors,
successors, assigns, directors, officers, employees, representatives,
attorneys, financial advisors and insurance carriers and brokers.
1.8 Release. "Release" shall mean the legal release of Claims given
to CMD by HML pursuant to Article III hereof.
1.9 Settlement Shares. "Settlement Shares" shall mean the One
Hundred Thousand (100,000) shares of newly issued common stock of CMD
which will be provided by CMD to HML, pursuant to Section 2.2 of Article
II hereof, in partial consideration for the Release.
1.10 Shares. "Shares" shall mean the Eight Hundred Eighty Thousand
(880,000) shares of the common stock of CMD acquired by HML from CMD
pursuant to the Stock Purchase Agreement.
1.11 Stock Purchase Agreement. "Stock Purchase Agreement" shall mean
the March 15, 1994 Stock Purchase Agreement entered into by HML and CMD,
as may be amended by the parties from time to time.
1.12 Subsidiaries. "Subsidiaries" shall mean a corporation, company
or other legal entity more than fifty percent (50%) of whose outstanding
shares or securities (representing the right to vote for the election of
directors or other managing authority) are, on the Effective Date, owned
or controlled, directly or indirectly, by HML.
1.13 Unknown Claims. "Unknown Claims" shall mean any Claims which
HML does not know or suspect may exist in its favor upon the Effective
Date which, if known by it, might have affected its settlement and
Release as set forth in this Agreement, or might have affected its
decision to enter into this Agreement.
-2 -
<PAGE>
<PAGE>3
ARTICLE II
SETTLEMENT TERMS
2.1 Within five (5) business days of the Effective Date, CMD shall
pay to HML the Cash Consideration by bank wire transfer to a bank
account in Tokyo, Japan designated in writing by HML.
2.2 Not later than five (5) business days of the Effective Date, CMD
shall issue and deliver stock certificate(s) of CMD, registered in HML's
name, representing the Settlement Shares, which certificates shall be
delivered to HML at its offices in Tokyo, Japan.
2.3 It is understood and agreed that, except as otherwise provided
herein or in any other written agreement of the parties, the following
provisions of the Stock Purchase Agreement shall apply to the Settlement
Shares in the same manner as they apply to the Shares and that said
provisions are hereby incorporated by reference into this Agreement:
Section 1.3; Section 2.5; Sections 3.4 through 3.9; and Section 6.3.
2.4 In consideration of and subject to receipt of the Cash
Consideration and of the Settlement Shares, HML hereby promises,
warrants and represents that it will not seek or accept the proceeds
from the Class Action and that it will not seek or accept any settlement
funds or other consideration made available from CMD as a result of any
settlement with the Securities and Exchange Commission or other state
regulatory authorities. HML specifically promises, warrants and
represents that upon its receipt of notice of any settlement by CMD of
the claims against it in the Class Actions, HML shall opt out of any
settlement class established in connection with any such settlement.
ARTICLE III
RELEASE
3.1 In consideration of (i) HML's receipt of the Cash Consideration
and the Settlement Shares and (ii) CMD's performance of the other
promises and covenants applicable to it under or in connection with this
Agreement, HML hereby releases, acquits and forever discharges CMD, the
CMD Directors and the Officers of CMD existing in office as of the
Effective Date, and each of them, from and against any and all Claims.
3.2 Subject to the receipt of the Cash Consideration and the
Settlement Shares by HML and the performance of all other obligations of
CMD set forth in this Agreement, HML agrees that, upon the Effective
Date, it shall be deemed to and shall have waived and relinquished to
the fullest extent permitted by law, the provisions, rights and benefits
of Section 1542 of the California Civil Code, which provides:
A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected
his settlement with the debtor.
-3 -
<PAGE>
<PAGE>4
ARTICLE IV
REPRESENTATIONS AND WARRANTIES; INDEMNITY
4.1 CMD Warranties. CMD hereby represents and warrants to HML as
follows:
(a) It has full right, corporate power and authority to enter into
this Agreement and there is nothing known to CMD which would prevent it
from performing its obligations under the terms and conditions imposed
on it by this Agreement.
(b) This Agreement has been duly authorized by all of its necessary
corporate action and constitutes a valid and binding obligation on it,
enforceable in accordance with the terms hereof, subject to: (A)
judicial principles respecting election of remedies or limiting the
availability of specific performance, injunctive relief and other
equitable remedies; and (B) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect generally
relating to or affecting creditor's rights.
(c) No registration with or approval of any United States government
agency or commission is necessary for the execution, delivery or
performance by it of any of the terms of this Agreement, or for the
validity and enforceability hereof or with respect to its obligations
hereunder.
(d) The execution, delivery or performance by it of this Agreement
will not cause a default or material breach in any material mortgage,
indenture, contract or agreement, and no provision in its by-laws or
articles of incorporation prohibits it from executing or performing this
Agreement.
(e) To the best of CMD's knowledge, neither its execution nor its
delivery of this Agreement nor its fulfillment of or compliance with the
terms and provisions hereof shall violate any provision of the
applicable laws of any applicable jurisdiction, including, without
limitation, any statute, rule, regulation, judgment, decree, order,
franchise or permit applicable to it.
4.2 HML Warranties. HML hereby represents, warrants and covenants
to CMD as follows:
(a) It has full right, corporate power and authority to enter into
this Agreement and there is nothing known to HML which would prevent it
from performing its obligations under the terms and conditions imposed
on it by this Agreement.
(b) Subject to Board of Director's approval by HML, this Agreement
has been duly authorized by all of its necessary corporate action and
constitutes a valid and binding obligation on it, enforceable in
accordance with the terms hereof, subject to: (A) judicial principles
respecting election of remedies or limiting the availability of specific
performance, injunctive relief and other equitable remedies; and (B)
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bankruptcy, insolvency, reorganization, moratorium or other similar laws
not or hereafter in effect generally relating to or affecting creditor's
rights.
(c) There is no provision in its corporate charter or by-laws and
no provision in any existing mortgage, indenture, contract or agreement
binding on it which would be contravened by the execution, delivery or
performance by it of this Agreement.
(d) Neither its execution nor its delivery of this Agreement nor
its fulfillment of or compliance with the terms and provision hereof
shall violate any provision of the applicable laws of any applicable
jurisdiction, including, without limitation, any statute, rule,
regulation, judgment, decree, order, franchise or permit applicable to
it.
(e) It has not transferred, hypothecated, assigned or given away
any Claim to any person or entity.
4.3 Indemnity. Each party agrees to indemnify and hold harmless the
other from, against and in respect of all damages, losses or expenses
suffered or paid, directly or indirectly, as a result of any and all
claims, demands, suits, causes of action, proceedings, judgments and
liabilities, including reasonable counsel and fees and expenses incurred
in litigation or otherwise, assessed, incurred or sustained by or
against the other with respect to or arising out of the failure of any
representation or warranty made by the indemnifying party in this
Agreement to be true and correct in all material respects as of the date
of this Agreement.
ARTICLE V
GENERAL PROVISIONS
5.1 Termination. HML shall have the right to terminate this
Agreement in the event of an uncured breach by CMD of any material
obligations of CMD set forth herein, including, but not limited to, its
breach of Section 2.1 and/or Section 2.2 of this Agreement. In such
case, HML shall give written notice of such termination to CMD, giving
CMD five (5) business days to cure such breach; and, in the event of
failure of CMD to timely cure such breach, this Agreement, including the
Release, shall thereupon cease to have any further force or legal
effect. Further, this Agreement shall thereupon be voidable at the
election of either party by written notice to the other in the event the
Effective Date does not occur on or before June 15, 1995.
5.2 Publicity. No party shall issue any press release or make any
public statement regarding the existence of this Agreement or the
transactions contemplated hereby without the prior approval of the other
party. The parties hereto may issue a mutually acceptable press release
as soon as practicable after the Effective Date. Notwithstanding the
foregoing, each party acknowledges that (a) the other is a publicly
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traded company and that each may have, as a result thereof, certain
disclosure obligations with respect to the transactions contemplated
hereby, and (b) the other may, independent of its public company status,
have the obligation to effect certain filing with regulatory authorities
related to these transactions. The timing and content of each of the
foregoing disclosures and filings shall be in the discretion of the
party effecting such disclosure or filing; provided, however, that to
the extent reasonably practicable, each party shall afford the other the
reasonable opportunity to review and comment upon such document to the
extent that same concerns the transactions contemplated hereby. In no
event, however, shall any party be obligated to effect a required filing
past its regulatory deadline as a result of such review.
5.3 Assignments. This Agreement and any and all of the rights and
obligations of either party hereunder shall not be assigned, delegated,
sold, transferred, sublicensed or otherwise disposed of, by operation of
law or otherwise, without the prior written consent of the other party.
This Agreement shall be binding upon, and inure to the benefit of, each
party and its respective successors and assigns, to the extent such
assignments are in accordance with this Section 5.3.
5.4 Governing Law. This Agreement shall be governed, interpreted
and construed in accordance with the laws of the State of California,
U.S.A.
5.5 Arbitration. Any dispute arising out of or in connection with
this Agreement which is not resolved through good faith discussions
between the parties shall be resolved by arbitration. Such arbitration
shall take place in Tokyo, Japan in accordance with the rules then
obtaining of the Japan Commercial Arbitration Association if HML is the
respondent, or in San Francisco, California in accordance with the rules
then obtaining of the American Arbitration Association if CMD is the
respondent. The award in any such arbitration shall be final and
binding upon the parties to the exclusion of other legal remedies and
may be enforced by judgment of any court having jurisdiction over the
party against whom the award is rendered. Each party shall pay the fees
of its own attorneys and the expenses of its witnesses. All other costs
and expenses of the arbitration, if any, administration fees and all
other fees and costs shall be paid by the party against whom the
arbitrators have awarded the same. If the arbitrators shall have made
no assessment of such other fees, costs and expenses, then, in that
event, such other fees, costs and expenses shall be borne equally by the
parties.
5.6 Waiver; Ability to Enforce. A waiver of any breach of any
provision of this Agreement shall not be construed as a continuing
waiver of other breaches of the same or other provisions of this
Agreement. The release granted in its Agreement does not extend to, and
nothing in this Agreement shall be construed to limit, any party's right
to enforce this Agreement according to its terms.
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5.7 Notices. Each notice required or permitted to be given or sent
under this Agreement shall be given by telecopy transmission or by
registered or recorded delivery airmail letter to CMD at:
California Micro Devices Corporation
215 Tozpa Street
Milpitas, California
U.S.A.
Attention: Jeffrey C. Kalb
President & CEO
Telephone No.: (408) 263-3214
Facsimile No.: (408) 942-9505
and to HML at:
Hitachi Metals, Ltd.
2-1-2 Marunouchi
Chiyoda-ku, Tokyo
Japan
Attention: Mr. Atsumu Yamaguchi
Director, Corporate Business Planning
Department
Telephone No.: (813) 3284-4548
(813) 3287-0038
Either party may change its address or its telecopy number for purposes
of this Agreement by giving the other party written notice of its new
address or telecopy number. Any such notice, if given or made by
registered or recorded delivery airmail letter, shall be deemed to have
been received on the earlier of the date actually received and the date
five (5) days after the same was posted, and if given or made by
telecopy transmission shall be deemed to have been received at the time
of dispatch.
5.8 Entire Understanding. Except as otherwise expressly provided in
a writing signed by both parties, this Agreement embodies the entire
understanding between the parties relating to the subject matter hereof,
whether written or oral, and there are no prior representations,
warranties or agreements between the parties not contained in this
Agreement.
5.9 Amendments. Any amendment or modification of any provision of
this Agreement must be in writing, dated and signed by both parties
hereto.
5.10 Further Assurances. At any time or from time to time, during
the existence of this Agreement, CMD and HML shall, at the reasonable
request of the other, (i) deliver such documents consistent with the
provisions of this Agreement, (ii) execute and deliver, or cause to be
executed and delivered, all such assignments, consents, documents or
further instruments of transfer, and (iii) take or cause to be taken all
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such other actions as are reasonable and appropriate in order for the
parties to obtain the full benefits of this Agreement and the
transactions contemplated hereby. In addition to the foregoing general
obligations, each of the parties hereto shall send a written notice to
the other confirming that their respective Boards of Directors have
formally approved the execution and delivery of this Agreement. That
notice shall specify the name of the person(s) authorized to sign this
Agreement on behalf of the parties hereto; and such notice shall be
dispatched within one (1) business day of the Board action.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement by
their respective duly authorized representatives as of the date first
above written.
CALIFORNIA MICRO DEVICES CORPORATION
By___________________________________
Name: Jeffrey C. Kalb
Title: President & CEO
HITACHI METALS, LTD.
By___________________________________
Name: Tetsuya Eda
Title: Executive Vice President and
Representative Director
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