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): March 10, 1997
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
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On March 10, 1997, California Micro Devices Corporation (the
"Company") released certain information regarding approval of the 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: March 11, 1997 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
[logo California Micro Devices Corporation}
California Micro Devices For Further Information Contact:
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John Trewin, Vice President and CFO
(408) 934-3103
Scott Hover-Smoot, General Counsel
(408) 934-3182
CALIFORNIA MICRO DEVICES REPORTS
COURT APPROVAL OF CLASS ACTION SETTLEMENT
Milpitas, CA, March 10, 1997 -- California Micro Devices Corporation (Nasdaq
NMS: CAMD) today reported that at a hearing held March 7, 1997, Judge Vaughn
Walker, United States District Court for the Northern District of California,
stated that he will approve the previously announced settlement reached with
the class action litigation representatives. Judge Walker also said that he
will issue a formal written order reflecting that approval. The settlement
will become final and not appealable 30 days after the entry of Judge
Walker's order. As previously reported, California Micro Devices Corporation
("CMD") and some of its former officers were named in class action complaints
filed on behalf of certain CMD shareholders. The approved settlement
resolves all of those claims raised against CMD and all defendants other
than Chan M. Desaigoudar, CMD's former CEO.
The terms of the settlement were outlined in CMD's September 16, 1996, press
release. CMD has paid to the class $6 million and will issue 608,696 shares of
CMD 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 20 consecutive trading days within three years after
issuance of the stock. Once that price is met, the CVR expires. In
addition, CMD has assigned to the class its pending claims against Mr.
Desaigoudar. CMD also assigned to the class its rights under its directors
and officers liability insurance policies, and will enter into a mutual
release of all claims with Coopers & Lybrand, LLP, CMD's former auditors.
The effects of this settlement were included in CMD's financial
statements for the quarter ending December, 31, 1996.
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. Due to the risk factors discussed in CMD's Securities and Exchange
Commission filings, the Company's future actual results could differ materially
from those discussed above.
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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 higher
frequencies with superior performance and functionality.
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