As filed with the Securities and Exchange Commission on August 17, 1995
Registration Number 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CALIFORNIA MICRO DEVICES CORPORATION
(Exact name of Registrant as specified in its charter)
California 94-2672609
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
215 Topaz Street, Milpitas, California 95035-5430
(Address, including Zip Code, of Registrant's Principal Executive Offices)
1981 EMPLOYEE INCENTIVE STOCK OPTION PLAN
1987 STOCK OPTION PLAN
1995 STOCK OPTION PLAN
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
and
1995 EMPLOYEE STOCK PURCHASE PLAN
Scott Hover-Smoot
General Counsel and Secretary
California Micro Devices Corporation
215 Topaz Street
Milpitas, California 95035-5430
(408) 263-3214
(Name, address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
Copies to:
PETER M. ASTIZ, ESQ.
JOHN F. WEINKOPF, ESQ.
BAKER & McKENZIE
660 Hansen Way
Palo Alto, California 94304
<PAGE>
<TABLE>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered Share (1) Price (1) Fee (2)
<S> <C> <C> <C> <C>
Common Stock 2,335,000 $7.75 $7.50 $6,038.79
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933 (the "Securities
Act"). Pursuant to Rule 457(c), the maximum offering price per unit
is $7.75, the average of the high and low sales price of a share of
the Registrant's Common Stock reported on the Nasdaq National Market
on August 14, 1995, and the maximum aggregate offering price is the
product of $7.50 and 2,335,000, the number of shares of the
Registrant's Common Stock being registered hereby.
(2) The registration fee for the securities being registered hereby has
been calculated pursuant to Section 6(b) of the Securities Act and
Rule 457(b) promulgated thereunder as follows: one-twenty-ninth of
one percent of the proposed maximum aggregate offering price
calculated in accordance with the above note.
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</TABLE>
The approximate date of commencement of proposed sale of these securities
is as soon as practicable after this Registration Statement becomes
effective.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the
Securities and Exchange Commission:
Annual Report on Form 10-K for the nine months ended
March 31, 1995, including all amendments thereto;
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The California Corporations Code provides for the indemnification of
directors, officers, employees and agents of the corporation under
certain circumstances set forth in section 317. Section 317 permits a
corporation to indemnify its agents, typically directors and officers,
for expenses incurred or settlements or judgments paid in connection with
certain legal proceedings. Only those legal proceedings arising out of
such persons' actions as agents of the corporation may be grounds for
indemnification.
Whether or not indemnification may be paid in a particular case
depends upon whether the agent wins, loses or settles the suit and upon
whether a third party or the corporation itself is the plaintiff. The
section provides for mandatory indemnification, no matter who the
plaintiff is, when an agent is successful on the merits of a suit. In
all other cases, indemnification is permissive.
If the agent loses or settles a suit brought by a third party, he or
she may be indemnified for expenses incurred and settlements or judgments
3
<PAGE>
paid. Such indemnification may be authorized upon finding that the agent
acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the corporation.
If the agent loses or settles a suit brought by or on behalf of the
corporation, his or her right to indemnification is more limited. If he
or she is adjudged to be liable to the corporation, the court in which
such proceeding was held must determine whether it would be fair and
reasonable to indemnify him or her for expenses which such court shall
determine. If the agent settles such a suit with court approval, he or
she may be indemnified for expenses incurred upon a finding that the
agent acted in good faith and in a manner he or she reasonably believed
to be in the best interest of the corporation and, in addition, that he
or she acted with the care, including reasonable inquiry of an ordinarily
prudent person.
The indemnification discussed above may be authorized by a majority
vote of the disinterested directors or shareholders (the person to be
indemnified is excluded from voting his or her shares) or the court in
which the proceeding was brought.
Any provision in a corporation's Articles of Incorporation or Bylaws
contained in a shareholder or director resolution that indemnifies its
officers or directors must be consistent with section 317. Moreover,
such a provision may prohibit permissive, but not mandatory,
indemnification as described above. Last, a corporation has the power to
purchase indemnity insurance for its agents even if it would not have the
power to indemnify them.
The Registrant's Board of Directors makes all decisions regarding
the indemnification of its officers and directors on a case-by-case
basis. The Registrant's Articles of Incorporation authorize the board of
directors to provide indemnification of its agents through bylaw
provisions or indemnification agreements, or both, in excess of the
indemnification otherwise permitted by section 317, subject to the limits
on such excess indemnification set forth in section 204 of the California
Corporations Code.
Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the act and
is therefore unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
<PAGE>
Item 8. EXHIBITS.
Exhibit
Number
4.1 Articles of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3(i) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1995).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3(ii)
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995).
5.1 Opinion of Baker & McKenzie as to legality of securities being
registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24 Powers of Attorney.
Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
5
<PAGE>
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to any provision or arrangement, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Milpitas, California, on
July 21, 1995.
CALIFORNIA MICRO DEVICES CORPORATION
By: /s/ John Trewin
John Trewin
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated below and on July 21, 1995:
/s/ Jeffrey C. Kalb
Jeffrey C. Kalb,
(President, Chief Executive
Officer and Principal
Executive Officer)
/s/ John Trewin
John Trewin
(Vice President, Chief Financial
Officer and Principal Financial
and Accounting Officer)
__________________________ /s/ Wade Meyercord
Chan M. Desaigoudar (Director) Wade F. Meyercord (Director)
/s/ C.K.N. Patel /s/ Stuart Schube
C.K.N. Patel (Director) Stuart Schube (Director)
/s/ Angel G. Jordan /s/ John L. Sprague
Angel G. Jordan (Director) John L. Sprague (Director)
*By: /s/John Trewin
John Trewin
Attorney-in-fact
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Milpitas, California, on
July 21, 1995.
CALIFORNIA MICRO DEVICES CORPORATION
By: /s/ Scott Hover-Smoot
Scott Hover-Smoot
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated below and on July 21, 1995:
/s/ Jeffrey C. Kalb
Jeffrey C. Kalb,
(President, Chief Executive
Officer and Principal
Executive Officer)
/s/ John E. Trewin
John Trewin
(Vice President, Chief Financial
Officer and Principal Financial
and Accounting Officer)
____________________________ /s/ Wade Meyercord
Chan M. Desaigoudar (Director) Wade F. Meyercord (Director)
/s/ C.K.N. Patel /s/ Stuart Schube
C.K.N. Patel (Director) Stuart Schube (Director)
/s/ Angel G. Jordan /s/ John L. Sprague
Angel G. Jordan (Director) John L. Sprague (Director)
*By: /s/Scott Hover-Smoot
Scott Hover-Smoot
Attorney-in-fact
8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
Exhibit
Number Description Page
------ ----------------------------------------------
<S> <C> <C>
5.1 Opinion of Baker & McKenzie as to legality of 10
securities being registered, and consent
23.1 Consent of Ernst & Young LLP 11
23.2 Consent of Baker & McKenzie 12
24.1 Powers of Attorney 13
</TABLE>
9
<PAGE>
EXHIBIT 5.1
Opinion of Baker & McKenzie
August 14, 1995
California Micro Devices Corporation
215 Topaz Street
Milpitas, California 95035-5430
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about August 16, 1995
in connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 2,335,000 shares (the "Shares") of your Common
Stock reserved for issuance under the 1981 Employee Incentive Stock Option
Plan, 1987 Stock Option Plan, 1995 Stock Option Plan, 1995 Non-Employee
Directors' Stock Option Plan, and 1995 Employee Stock Purchase Plan
(collectively, the "Plans"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be
taken by you in connection with the sale and issuance of the Shares.
It is our opinion that the Shares, when issued and sold in the manner
referred to in the Plans will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to said
Registration Statement and further consent to the use of our name wherever
appearing in said Registration Statement and amendments thereto.
Very truly yours,
/s/ Baker & McKenzie
BAKER & McKENZIE
PMA
10
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(FORMS-8) pertaining to the 1981 Employee Incentive Stock Option Plan, 1987
Stock Option Plan, 1995 Stock Option Plan, 1994 Non-employee Directors'
Stock Option Plan and 1995 Employee Stock Purchase Plan of California Micro
Devices Corporation of our report dated May 19, 1995, with respect to the
financial statements and schedule of California Micro Devices Corporation
included in its Annual Report (Form 10-K) for the period ended March 31,
1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Jose, California
August 16, 1995
11
<PAGE>
EXHIBIT 23.2
Consent of Baker & McKenzie
The consent of Baker & McKenzie is contained in its opinion filed as
Exhibit 5.1 to the Registration Statement.
12
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Jeffrey C.
Kalb does hereby make, constitute and appoint John Trewin and Scott
Hover-Smoot, and each of them, acting together or alone, his true and
lawful attorneys-in-fact and agents with full power of substitution, in
his name, place and stead to execute on his behalf, in his capacity as a
Director of California Micro Devices Corporation (the "Company"), a
registration statement on Form S-8 or other appropriate form and any and
all amendments thereto (including post-effective amendments), registering
up to 2,335,000 shares of the Common Stock of the Company, to be filed
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933, as amended (the "1933 Act") and any and all other
instruments which said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the 1933 Act and the
rules, regulations and requirements of the SEC in respect thereof, giving
and granting to said attorneys-in-fact and agents, and each of them,
acting together or alone, full power and authority to do and perform each
and every act and thing whatsoever necessary to appropriate to be done in
and about the premises as fully to all intents as he might or would do if
personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that his said
attorneys-in-fact or substitutes may or shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY expires on December 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date indicated below.
/s/ Jeffrey C. Kalb
Jeffrey C. Kalb
Dated: July 20, 1995
13
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Wade F.
Meyercord does hereby make, constitute and appoint Jeffrey C. Kalb,
John Trewin and Scott Hover-Smoot, and each of them, acting together or
alone, his true and lawful attorneys-in-fact and agents with full power
of substitution, in his name, place and stead to execute on his behalf,
in his capacity as a Director of California Micro Devices Corporation
(the "Company"), a registration statement on Form S-8 or other
appropriate form and any and all amendments thereto (including post-
effective amendments), registering up to 2,335,000 shares of the Common
Stock of the Company, to be filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended
(the "1933 Act") and any and all other instruments which said attorneys-
in-fact and agents deem necessary or advisable to enable the Company to
comply with the 1933 Act and the rules, regulations and requirements of
the SEC in respect thereof, giving and granting to said attorneys-in-fact
and agents, and each of them, acting together or alone, full power and
authority to do and perform each and every act and thing whatsoever
necessary to appropriate to be done in and about the premises as fully to
all intents as he might or would do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying
and confirming all that his said attorneys-in-fact or substitutes may or
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on December 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date indicated below.
/s/ Wade Meyercord
Wade F. Meyercord
Dated: July 21, 1995
14
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Angel G.
Jordan does hereby make, constitute and appoint Jeffrey C. Kalb, John
Trewin and Scott Hover-Smoot, and each of them, acting together or alone,
his true and lawful attorneys-in-fact and agents with full power of
substitution, in his name, place and stead to execute on his behalf, in
his capacity as a Director of California Micro Devices Corporation (the
"Company"), a registration statement on Form S-8 or other appropriate
form and any and all amendments thereto (including post-effective
amendments), registering up to 2,335,000 shares of the Common Stock of
the Company, to be filed with the Securities and Exchange Commission
(the "SEC") pursuant to the Securities Act of 1933, as amended (the "1933
Act") and any and all other instruments which said attorneys-in-fact and
agents deem necessary or advisable to enable the Company to comply with
the 1933 Act and the rules, regulations and requirements of the SEC in
respect thereof, giving and granting to said attorneys-in-fact and
agents, and each of them, acting together or alone, full power and
authority to do and perform each and every act and thing whatsoever
necessary to appropriate to be done in and about the premises as fully to
all intents as he might or would do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying
and confirming all that his said attorneys-in-fact or substitutes may or
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on December 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date indicated below.
/s/ Angel G. Jordan
Angel G. Jordan
Dated: July 21, 1995
15
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, C.K.N. Patel
does hereby make, constitute and appoint Jeffrey C. Kalb, John Trewin and
Scott Hover-Smoot, and each of them, acting together or alone, his true
and lawful attorneys-in-fact and agents with full power of substitution,
in his name, place and stead to execute on his behalf, in his capacity as
a Director of California Micro Devices Corporation (the "Company"), a
registration statement on Form S-8 or other appropriate form and any and
all amendments thereto (including post-effective amendments), registering
up to 2,335,000 shares of the Common Stock of the Company, to be filed
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933, as amended (the "1933 Act") and any and all other
instruments which said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the 1933 Act and the
rules, regulations and requirements of the SEC in respect thereof,
giving and granting to said attorneys-in-fact and agents, and each of
them, acting together or alone, full power and authority to do and
perform each and every act and thing whatsoever necessary to appropriate
to be done in and about the premises as fully to all intents as he might
or would do if personally present at the doing thereof, with full power
of substitution and revocation, hereby ratifying and confirming all that
his said attorneys-in-fact or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on December 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date indicated below.
/s/ C.K.N. Patel
C.K.N. Patel
Dated: July 21, 1995
16
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Stuart Schube
does hereby make, constitute and appoint Jeffrey C. Kalb, John Trewin and
Scott Hover-Smoot, and each of them, acting together or alone, his true
and lawful attorneys-in-fact and agents with full power of substitution,
in his name, place and stead to execute on his behalf, in his capacity as
a Director of California Micro Devices Corporation (the "Company"), a
registration statement on Form S-8 or other appropriate form and any and
all amendments thereto (including post-effective amendments), registering
up to 2,335,000 shares of the Common Stock of the Company, to be filed
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933, as amended (the "1933 Act") and any and all other
instruments which said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the 1933 Act and the
rules, regulations and requirements of the SEC in respect thereof,
giving and granting to said attorneys-in-fact and agents, and each of
them, acting together or alone, full power and authority to do and
perform each and every act and thing whatsoever necessary to appropriate
to be done in and about the premises as fully to all intents as he might
or would do if personally present at the doing thereof, with full power
of substitution and revocation, hereby ratifying and confirming all that
his said attorneys-in-fact or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on December 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date indicated below.
/s/ Stuart Schube
Stuart Schube
Dated: July 21, 1995
17
<PAGE>
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John L.
Sprague does hereby make, constitute and appoint Jeffrey C. Kalb,
John Trewin and Scott Hover-Smoot, and each of them, acting together
or alone, his true and lawful attorneys-in-fact and agents with full
power of substitution, in his name, place and stead to execute on his
behalf, in his capacity as a Director of California Micro Devices
Corporation (the "Company"), a registration statement on Form S-8 or
other appropriate form and any and all amendments thereto (including
post-effective amendments), registering up to 2,335,000 shares of the
Common Stock of the Company, to be filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended
(the "1933 Act") and any and all other instruments which said attorneys-
in-fact and agents deem necessary or advisable to enable the Company to
comply with the 1933 Act and the rules, regulations and requirements of
the SEC in respect thereof, giving and granting to said attorneys-in-fact
and agents, and each of them, acting together or alone, full power and
authority to do and perform each and every act and thing whatsoever
necessary to appropriate to be done in and about the premises as fully to
all intents as he might or would do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying
and confirming all that his said attorneys-in-fact or substitutes may or
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on December 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date indicated below.
/s/ John L. Sprague
John L. Sprague
Dated: July 21, 1995
18
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John Trewin
does hereby make, constitute and appoint Jeffrey C. Kalb and Scott
Hover-Smoot, and each of them, acting together or alone, his true and
lawful attorneys-in-fact and agents with full power of substitution, in
his name, place and stead to execute on his behalf, in his capacity as a
Director of California Micro Devices Corporation (the "Company"), a
registration statement on Form S-8 or other appropriate form and any and
all amendments thereto (including post-effective amendments), registering
up to 2,335,000 shares of the Common Stock of the Company, to be filed
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933, as amended (the "1933 Act") and any and all other
instruments which said attorneys-in-fact and agents deem necessary or
advisable to enable the Company to comply with the 1933 Act and the
rules, regulations and requirements of the SEC in respect thereof, giving
and granting to said attorneys-in-fact and agents, and each of them,
acting together or alone, full power and authority to do and perform each
and every act and thing whatsoever necessary to appropriate to be done in
and about the premises as fully to all intents as he might or would do if
personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that his said
attorneys-in-fact or substitutes may or shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY expires on December 31, 1995.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date indicated below.
/s/ John Trewin
John Trewin
Dated: July 21, 1995
19
