U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 1995
California Micro Devices Corporation
(Exact name of registrant as specified in its charter)
California 33-399-77 94-2672609
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
215 Topaz Street, Milpitas, CA 95035-5430
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408)263-3214
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On November 17, 1995, California Micro Devices Corporation (the "Company")
released certain information regarding class actions previously filed against
it.
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<PAGE>
SIGNATURES
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: November 22, 1995
CALIFORNIA MICRO DEVICES CORPORATION
By: /s/ John Trewin
John Trewin
Vice President, and Chief Financial Officer
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<PAGE>
CALIFORNIA MICRO DEVICES CORP.
Company Contact: Wade Meyercord
Chairman
(408) 263-3214
Agency Contact: Ira Weingarten
Equity Communications
(805) 897-1880
For Release: For Immediate Release
Milpitas, CA, November 17, 1995 -- California Micro Devices Corporation,
(NASDAQ NMS: CAMD) headquartered here, said a hearing was held today before
Judge Vaugh R. Walker (U.S. District Court, Northern District of California)
regarding preliminary approval of the Company's settlement of the class actions
previously filed against it. Judge Walker took the matter under submission and
indicated that the Court would issue a written order at a later date.
On February 14, 1994, CMD announced it had reached a tentative settlement of
these matters with 11 law firms who had filed actions against it, pending
approval by the judge. The principal terms of the tentative settlement
call for the company to pay $1 million in cash, issue 1.5 million shares of
common stock, and guarantee that members of the class would receive a minimum
of $8.00 in value for each of these common shares. The Company has written
off both the cash and the common shares on its balance sheet for the fiscal
year ending March 31, 1995.
On August 8, 1995, the judge issued an order regarding bids from two law firms
seeking appointment as class counsel. In his ruling, the judge firmly
rejected one of the bids. He was also not prepared to accept, at that time,
a bid submitted by the law firm Lieff, Cabraser, Heiman and Bernstein "unless
the parties can make a showing that the proposed settlement and accompanying
attorneys' fees award enjoys affirmative support, ..., of a significant
portion of the prospective class." Lieff, Cabraser has subsequently
submitted data to make such a showing. The judge did not rule on this matter
today.
In addition to the class action, CMD is a party to litigation directly with
Chan Desaigoudar, who previously served as chairman and chief executive officer
of the Company. The Company is also a party to a shareholders' derivative
action. It is both a defendant and a plaintiff in a number of other actions
that stem from activities undertaken by previous management. CMD also
receives requests for information from various government entities whose
investigation of the activities of previous management is continuing.
California Micro Devices is a designer, manufacturer and marketer of integrated
passive electronic components, which it calls IPEC(tm) CMD's silicon-based,
thin film products are smaller, faster and integrate well into the major
electronic industry trends toward smaller, portable equipment, higher
frequencies and greater functionality.
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215 TOPAZ STREET, MILPITAS, CA 95035-5430 PHONE (408)263-3214 FAX (408)263-7846
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