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): September 16, 1996
California Micro Devices Corporation
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(Exact name of registrant as specified in its charter)
California 33-399-77 94-2672609
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
215 Topaz Street, Milpitas, CA 95035-5430
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408)263-3214
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On September 16, 1996, California Micro Devices Corporation
(the "Company") released certain information regarding a tentative
settlement of class action lawsuits previous filed against it as attached
hereto.
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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: September 16, 1996 CALIFORNIA MICRO DEVICES CORPORATION
By:
/S/ John E. Trewin
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John E. Trewin
Vice President and Chief Financial Officer
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NEWS RELEASE
[COMPANY LOGO] California Micro Devices
Contacts: Wade Meyercord, Chairman
(408) 934-3128
Jeffrey Kalb, President and CEO
(408) 934-3106
John Trewin, Vice President & CFO
(408) 934-3103
Scott Hover-Smoot, General Counsel
(408) 934-3182
CALIFORNIA MICRO DEVICES ANNOUNCES
TENTATIVE SETTLEMENT OF CLASS ACTION LAWSUITS
Milpitas, California - September 16, 1996 -- California Micro Devices
Corporation (NASDAQ NMS: CAMD), headquartered here, today announced a
tentative settlement has been reached in the securities class action
lawsuits against the Company filed in 1994 and 1995.
The tentative settlement has been approved by the boards of CMD and the
class representatives, the Colorado Public Employees' Retirement Association
(ColPERA) and the California State Teachers' Retirement System (CalSTRS).
The tentative settlement, which is subject to approval by U.S. District
Judge Vaughn R. Walker after notice to the settling class, calls for the
payment by CMD of $6 million in cash, and the issuance of 608,696 shares of
common stock. Each share of common stock will be accompanied by a
Contingent Value Right (CVR), which is personal to the class member,
guaranteeing that the stock will trade at an average price of at least
$11.50 per share, for twenty consecutive trading days within three years
after issuance of the stock. In addition, CMD will assign to the settling
class its pending claims against Chan M. Desaigoudar, the Company's former
Chairman and Chief Executive Officer. CMD also will assign to the settling
class its rights under its directors and officers liability insurance
policies, and will enter into a mutual release of all claims with Coopers
and Lybrand LLP, the Company's former auditors. The settling class will
release CMD and its outside directors (other than Mr. Desaigoudar) from any
further claims or liability if the settlement is approved. The Company
understands that a tentative settlement has also been reached with certain
former officers of CMD, but not with Mr. Desaigoudar.
According to Wade Meyercord, CMD's Chairman, "Although the $13 million
dollar value of this tentative settlement is the same as that reserved by
the Company in the quarter ending March 31, 1995, the change in terms is
significant to our shareholders. By contrast to the tentative settlement
that was reached last year, the proposed settlement announced today involves
the issuance to the settling class of a substantially smaller number of new
shares of common stock of the Company. If approved by the Court, the new
settlement will create significantly less dilution to existing shareholders.
At the same time, management is confident that the cash payment will leave
the Company with adequate cash reserves to cover our needs for capital and
to fund growth."
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"This tentative settlement, if approved by the Court, will finally remove a
cloud that has been hanging over the head of CMD for the past two years,"
said Jeffrey Kalb, CMD's President and CEO. "This litigation has impacted
the Company's ability to do business with certain large customers. With the
bulk of our legal difficulties behind us, we can and will focus all of our
attention on the growth opportunities we have with our customers."
Statements contained herein which are not historical facts are forward
looking statements. The forward-looking statements in this release are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward looking statements involve a number of risks
and uncertainties including, but not limited ]to, product demand, pricing,
market acceptance, risk of dependence on third party suppliers, intellectual
property rights and litigation, risks in product and technology development
and other risk factors detailed in the CMD's Securities and Exchange
Commission filings.
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Headquartered in Milpitas, California, California Micro Devices (CMD)
designs, manufactures and markets integrated thin-film, silicon based
termination and filtering passive components and active electronic
circuitry. CMD's products target the requirements of computer, networking
and communication-based customers for smaller, densely integrated devices
that operate at high frequencies with superior performance and
functionality.
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