As filed with the Securities and Exchange Commission on November 16, 1999
Registration Number 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CALIFORNIA MICRO DEVICES CORPORATION
------------------------------------
(Exact name of Registrant as specified in its charter)
California 94-2672609
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
215 Topaz Street, Milpitas, California 95035-5430; Telephone: (408) 263-3214
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(Address, including zip code and telephone number, including
area code, of Registrant's principal executive offices)
Scott Hover-Smoot, Esq.
Secretary and General Counsel
California Micro Devices Corporation
215 Topaz Street, Milpitas, California 95035-5430; Telephone: (408) 263-3214
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(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Richard A. Boehmer, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071-2899
(213) 430-6643
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, check the following box. "
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interestreinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering
Pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. "
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. "
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. "
CALCULATION OF REGISTRATION FEE
Title Of Proposed Proposed
Securities Amount Maximum Maximum Amount of
To Be To Be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price Fee
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Common Stock 980,000 shares $6.4375 $6,308,750 $2,346
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low prices of
the common stock on November 10, 1999, as reported by the Nasdaq National
Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8 OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO
SAID SECTION 8 MAY DETERMINE.
<PAGE>
The information in this prospectus is not complete and may be changed.
The selling shareholdermay not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
Subject to Completion. Dated November 11, 1999.
PROSPECTUS
CALIFORNIA MICRO DEVICES CORPORATION
980,000 Shares of Common Stock
This prospectus relates to 980,000 shares of common stock of California
Micro Devices Corporation which may be sold from time to time by Hitachi Metals,
Limited of Japan, as selling shareholder, or its transferees, pledgees, donees
or successors.
The shares are being registered to permit their public trading and may be
offered and sold from time to time by the selling shareholder. The selling
shareholder may sell the common stock through ordinary brokerage transactions,
directly to market makers of our shares, or through any of the other means
described in this prospectus. We cannot assure you that the selling shareholder
will sell all or any portion of the common stock offered hereby.
We will not receive any of the proceeds from the sale of these shares,
although we have paid the expenses of preparing this prospectus and the related
registration statement.
Our common stock is traded on the Nasdaq National Market under the symbol
"CAMD." On November 10, 1999, the last reported sale price of our common stock
was $6.21875 per share.
Investing in the shares of our common stock involves risks.
"Risk Factors" begin on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is November 11, 1999.
1
<PAGE>
You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement.
o one has been authorized to provide you with different information.
The common stock is not being offered in any jurisdiction where the offer
is not permitted. You should not assume that the information in this prospect
us or any prospectus supplement is accurate as of any date other than the date
on the front of the documents.
<TABLE>
TABLE OF CONTENTS
<S> <C>
Page
----
Prospectus Summary 3
Risk Factors 4
Use of Proceeds 5
Shelling Shareholders 5
Plan of Distribution 6
Legal Matters 6
Experts 6
Additional Information 7
Information Incorporated by Reference 7
</TABLE>
2
<PAGE>
PROSPECTUS SUMMARY
Because this is only a summary, it does not contain all the information
that may be important to you. You should read the entire prospectus and the
documents incorporated by reference carefully before you decide to purchase our
shares of common stock being offered by this prospectus. You should also
carefully consider the information provided in this prospectus under the
heading "Risk Factors." Significant additional information may be found in
our reports on forms 10-K and 10-Q for the periods ending March 31, 1999, June
30, 1999 and September 30, 1999, which are incorporated herein by reference.
California Micro Devices Corporation is a leading supplier of Thin Film
Integrated Passive Devices and complimentary semiconductor solutions. We serve
original equipment manufacturers, contract manufacturers and end user
electronic systems manufacturers who need higher density, higher performance,
lower cost, unique functionality, and faster time to market for their passive
and combined passive and semiconductor solutions. We combine multiple Thin
Film Passive Electronic Components, consisting of resistors and capacitors, or
semiconductor devices into single chip solutions for many of the industry's
densest, highest performance electronic applications. In the last two years,
we have focused our expertise on providing high volume, cost effective
solutions for computer systems and peripherals, high performance networking,
and the mobile communications markets.
We were incorporated in 1980, and have been a public company since 1986.
Our principal executive offices are located as 215 Topaz Street, Milpitas,
California 95035 and our telephone number is (408) 263-3214.
The shares being offered were issued to Hitachi Metals, Limited of Japan
pursuant to a Stock Purchase Agreement dated March 15, 1994. That agreement
gave Hitachi the right to have the shares it purchased registered. We are
registering those shares at Hitachi's request for possible sale.
3
<PAGE>
RISK FACTORS
Any investment in our common stock involves a significant degree of risk.
You should carefully consider the following risks as well as the other
information contained in this prospectus. If any of the following risks
actually occur, our business could be harmed, the trading price of our common
stock could decline, and you may lose all or part of your investment.
We have incurred losses since our fiscal year 1998 and we may be unable to
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achieve profitability
- ---------------------
We have experienced losses for each quarter and fiscal year since June 30,
1998. We incurred net losses of $2.8 million for our fiscal year ended March
31, 1999 and $1.1 million for the six months ended September 30, 1999. Our
accumulated deficit at September 30, 1999 was $35.2 million. Although our
revenues have grown in recent quarters, we may not be able to achieve
profitability.
Our products are not sold pursuant to long-term contracts and thus our
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quarterly revenues and operating results might lead to volatility in our
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stock price
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Generally, our sales are not subject to long-term contracts but rather to
short-term releases of customer's purchase orders, most of which are cancelable
on relatively short notice. The timing of these releases for production as
well as custom design work is not in our control. Because of the short life
cycles involved with our customers' products, the order pattern from individual
customers can be erratic with accumulation and de-accumulation during phases of
the life cycle for our customers' products. As a result, we experience
quarterly fluctuations in revenue and operating results. The fluctuations
could cause our stock price to be volatile.
Due to the volatility of demand for our products, our inventory may, from
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time-to-time, be in excess of our needs which could cause write-downs of our
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inventory
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Generally our products are sold pursuant to short-term releases of
customer purchase orders and some orders must be filled on an expedited basis.
In addition, many of our products are specific to individual customers. We
record our inventory reserves for excess inventory levels and obsolete
inventory based on our projection of backlog and demand. If we incur
unanticipated revisions or cancellations of orders or demand for our products,
we may be required to provide for additional inventory reserves that could
have an adverse effect on our operating results and business.
Our manufacturing processes are complex and include risks that could have
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an adverse effect on our business
- ---------------------------------
Our manufacturing processes are complex and require a highly controlled,
clean environment suitable for fine tolerances. These processes have certain
risks, including:
( errors in fabrication;
( defects in raw materials;
If we fail to manage these risks, we could lose future orders for our
products or incur liability to customers for defective products, which in turn
could hurt our business.
Our use of subcontractors in Asia exposes us to risks associated with
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international operations
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We use subcontractors in Asia, primarily in Thailand and Malaysia, for
assembly, packaging, and testing of most of our products. This practice
subjects us to a number of inherent risks, including:
( potential economic instability;
( potential political instability;
( changes in regulatory requirements;
( reduced protection for intellectual property rights in some countries;
( fluctuations in currency exchange rates; and
4
<PAGE>
( potential adverse tax consequences.
We are dependent on a limited number of subcontractors
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Due to the volume of our products, we believe it is impractical for us to
spread our use of subcontractors over more than a few suppliers without
significant increases in our costs. If the operations of one or more of our
subcontractors should be disrupted, our business may be adversely impacted. In
addition, the volatility of the semiconductor industry has occasionally
resulted in shortages of subcontractor capacity and other disruption of
supplies. We can not assure you that we will be able to find sufficient
subcontractors at a reasonable price or at all if such disruptions occur.
The industry in which we operate is highly competitive, and if we cannot
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compete effectively, our business will be adversely impacted
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Our primary competition has come from established competitors and from
pre-existing technologies. Many of our competitors have announced that they
are or will be providing thin film products in addition to their traditional
thick film devices.
Our primary competitors for our resistors, resistor networks and
capacitors are substantially larger foreign and domestic companies, such as:
AVX/Kyocera Murata-Erie of North America, Inc.
IRC ROHM Co., Ltd.
Beckman Industrial Corp. TDK Corp. of America
KOA Electronics, Inc. Philips Electronics, N.V.
Matsushita Electronics Components Co., Ltd. Vishay Intertechnology, Inc.
Many of our competitors have substantially greater resources than we do,
including sales and distribution channels, allowing them to operate at lower
gross margins than we target thus subjecting us to the risk of lost revenues
and market share.
We rely on computer hardware, software, and internet-based technology that
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could have year 2000 problems and adversely affect the delivery of our
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products to customers.
- ----------------------
We rely extensively on computer hardware, software, and related technology,
together with data, in the operation of our business. This technology and data
are used in creating and delivering our products, and in our internal
operations, such as billing and accounting. We have initiated an enterprise-
wide program to evaluate the technology and data used in the creation and
delivery of our products and services, and in our internal operations. If we
fail to complete the implementation of our Year 2000 plan prior to the
commencement of the Year 2000, or our customers and suppliers fail to
successfully remediate their own Year 2000 issues, it could materially
adversely affect us. The plan includes resolving any Year 2000 issues that
are related to our customers and suppliers. However, there can be no
assurances that these third parties will successfully remediate their own Year
2000 issues over which we have no control.
USE OF PROCEEDS
We will not receive any of the proceeds from sales of shares by the
selling shareholders.
SELLING SHAREHOLDER
The shares offered hereby were issued to Hitachi Metals, Limited of Japan
pursuant to a Stock Purchase Agreement dated March 15, 1994. That agreement
gave Hitachi the right to have the shares it purchased registered. We are
registering those shares at Hitachi's request for possible sale.
Prior to any sale pursuant to this prospectus, Hitachi owned 980,000
shares of our common stock, or approximately 9.6% of our outstanding common
stock at September 30, 1999.
5
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholder may sell the common stock at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. The
selling shareholder may sell some or all of its on stock through:
* ordinary brokers' transactions which may include long or short sales;
* transactions involving cross or block trades or otherwise on the
Nasdaq National Market;
* purchases by brokers, dealers or underwriters as principal and resale
by those purchasers for their own accounts under this prospectus;
* "at the market" to or through market makers or into an existing market
for the common stock;
* in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected through
agents;
* through transactions in options, swaps or other derivatives; or
any combination of the foregoing or by any other legally available
means.
The selling shareholder may enter into hedging transactions with broker-
dealers who may engage in short sales of common stock in the course of hedging
the positions they assume. The selling shareholder also may enter into option
or other transactions with broker-dealers that require the delivery by those
broker-dealers of the common stock. The shares may then be resold under this
prospectus. In its selling activities, the selling shareholder will be subject
to applicable provisions of the Securities Exchange Act of 1934 and its rules
and regulations, including without limitation, Regulation M, which may limit
the timing of purchases and sales of any of the shares of common stock by the
selling shareholder.
The selling shareholder may negotiate and pay broker-dealers commissions,
discounts, or concessions for their services. Broker-dealers engaged by the
selling shareholder may allow other broker-dealers to participate in resales.
The selling shareholder and any broker-dealers involved in the sale or resale
of the common stock may qualify as "underwriters" within the meaning of Section
2(11) of the Securities Act. In addition, the broker-dealers' commissions,
discounts or concession may qualify as underwriters' compensation under the
Securities Act. If the selling shareholder or any broker-dealer qualifies as
an "underwriter," they will be subject to the prospectus delivery requirements
of the Securities Act of 1933. In conjunction with sales to or through
brokers, dealers, or agents, the selling shareholder may agree to indemnify
them against liabilities arising under the Securities Act. We know of no
existing arrangements between the selling shareholder, any other shareholder,
broker, dealer, underwriter, or agent relating to the sale or distribution of
the common stock.
In addition to selling their common stock under this prospectus, the
selling shareholder may:
* transfer its common stock in other ways not involving market makers or
established trading markets, including by gift, distribution, or other
transfer; or
* sell their common stock under Rule 144 of the Securities Act rather
than under this prospectus, if the transaction meets the requirements
of Rule 144.
LEGAL MATTERS
The validity of the common stock in this offering will be passed upon for
us by Scott Hover-Smoot, general counsel. As of November 11, 1999, Mr. Hover-
Smoot beneficially owned 78,500 shares of our common stock.
EXPERTS
The financial statements of California Micro Devices Corporation at March
31, 1999 and 1998, and for each of the three years in the period ended March
31, 1999 incorporated by reference in this Prospectus and Registration
Statement have been audited by report of Ernst & Young LLP, independent
auditors, as set forth in their report thereon also incorporated by reference,
and are herein by reference in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
6
<PAGE>
ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on form S-3 under the Securities Act of 1933 with respect to the
shares of common stock offered in this prospectus. This prospectus does not
contain all the information set forth in the registration statement and the
exhibits thereto. For further information about our common stock, and us, we
refer you to the registration statement and to the exhibits filed with it.
Anyone may inspect a copy of the registration statement without charge at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain copies of all or any portion of the registration
statement by writing to the Commission's Public Reference Room, 450 Fifth
Street, N.W., Washington, D.C. 20549, and paying prescribed fees. You may
obtain information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330. In addition, the Commission maintains a
Web site at www.sec.gov that contains reports, proxy and information statements
and other information regarding companies such as ours that file electronically
with the Commission.
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and therefore we file reports, proxy
statements, and other information with the Commission. You can inspect and
copy the reports, proxy statements and other information that we file at the
public reference facilities maintained by the Commission at the Public
Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices located at 7 World Trade Center, Suite 1300, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. You can also obtain copies of such material from the Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission also makes electronic filings publicly
available on its Web site within 24 hours of acceptance. Our common stock is
quoted on the Nasdaq National Market. Reports, proxy and information
statements, and other information about us may be inspected at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington,
D.C. 20006.
INFORMATION INCORPORATED BY REFERENCE
The following documents, which we have filed with the Commission, are
incorporated by reference into this prospectus: (1) our annual report on Form
10-K for the fiscal year ended March 31, 1999; and (2) our quarterly reports
on Form 10-Q for the fiscal quarters ended June 30, 1999 and September 30,
1999.
All documents that we file with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and
before the termination of the offering of the common stock offered in this
prospectus shall be deemed incorporated by reference into this prospectus and
to be a part of this prospectus from the respective dates of filing such
documents.
We will provide without charge to each person to whom a copy of this
prospectus is delivered, upon such person's written or oral request, a copy of
any or all of the information incorporated by reference in this prospectus
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this prospectus
incorporates). Requests should be directed to California Micro Devices
Corporation, 215 Topaz Street, Milpitas, California 95035, Attention:
Corporate Secretary, telephone number (408) 263-3214.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed modified,
superseded or replaced for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any subsequently filed document
that also is or is deemed to be incorporated by reference in this prospectus
modifies, supersedes or replaces such statement. Any statement so modified,
superseded, or replaced shall not be deemed, except as so modified, superseded
or replaced, to constitute a part of this prospectus.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the actual and estimated expenses incurred in connection
with the registration and sale of the selling shareholder's shares. The
Registrant will pay all of these expenses.
<TABLE>
<S> <C>
Item Amount*
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SEC registration fees $2,346
Listing fee -
Legal fees and expenses 2,000
Accountants' fees and expenses 2,000
Miscellaneous -
------
Total $6,346
======
*Estimated
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code allows for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act. Article V of Registrant's Articles of Incorporation and an
amendment to Registrant's Bylaws effective January 21, 1987 provide for
indemnification of Registrant's directors, officers, employees and other agents
to the extent and under the circumstances permitted by the California
Corporations Code.
Item 16. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Scott Hover-Smoot as to legality of securities
being registered
23.1 Consent of Independent Auditors
23.2 Consent of Scott Hover-Smoot (included in Exhibit 5.1)
24 Powers of Attorney
Item 17. Undertakings.
The 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 of 1933, unless the information otherwise
required to be included in a post-effective amendment is
contained in a periodic report filed by the Registrant pursuant
to Section 13 or Section 15(d) or the Securities Exchange Act
of 1934 and incorporated herein by reference;
(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, unless the
information otherwise required to be included in a post-
effective amendment is contained in a periodic report filed by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by
reference; and
(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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, 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
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 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 Act and will
be governed by the final adjudication of such issue.
9
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Milpitas, California, on November 11, 1999.
CALIFORNIA MICRO DEVICES CORPORATION
By: /s/ John E. Trewin
------------------------------------------
John E. Trewin
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below and on November 11, 1999.
/s/ Jeffrey C. Kalb /s/ John E. Trewin
- ------------------------------- -----------------------------------
Jeffrey C. Kalb John E. Trewin
(Director, President, Chief (Vice President, Chief Financial
Executive Officer and Principal Officer and Principal
Executive Officer) Financial and Accounting Officer)
*/s/Wade Meyercord */s/Stuart Schube
- ----------------------------- -----------------------
Wade Meyercord (Director) Stuart Schube (Director)
*/s/Angel Jordan */s/John Spraque
- ---------------------------- -----------------------
Angel Jordan (Director) John Sprague (Director)
*/s/J. Daniel McCranie */s/Donald Waite
- --------------------------- -----------------------
J. Daniel McCranie (Director) Donald Waite (Director)
*By: /s/ John E. Trewin
------------------
John E. Trewin
Attorney-in-fact
10
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C>
Exhibit
Number Description
- -------- ------------
5.1 Opinion of Scott Hover-Smoot as to legality of securities
being registered
23.1 Consent of Independent Auditors
23.2 Consent of Scott Hover-Smoot (included in Exhibit 5.1)
24 Powers of Attorney
</TABLE>
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<PAGE>
EXHIBIT 5.1
Opinion And Consent Of Scott Hover-Smoot As To Legality Of
----------------------------------------------------------
Securities Being Registered
---------------------------
November 12, 1999
California Micro Devices Corporation
215 Topaz Street
Milpitas, California 95035-5430
Gentlemen:
I have examined the Registration Statement on Form S-3 to be filed by
California Micro Devices Corporation (the "Company") with the Securities and
Exchange Commission on or about November 11, 1999 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
980,000 shares (the "Shares") of the Company's Common Stock previously issued
to Hitachi Metals, Limited of Japan. As your legal counsel, I have examined
the proceedings taken and am familiar with the proceedings proposed to be
taken by the Company in connection with the sale of the Shares.
It is my opinion that the Shares, when sold in the manner referred to in
the Prospectus, will be legally and validly issued, fully paid, and
nonassessable.
I consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of my name wherever appearing in said
Registration Statement and amendments thereto.
Very truly yours,
/s/ Scott Hover-Smoot
---------------------
Scott Hover-Smoot
Secretary and General Counsel
12
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Exhibit 23.1
Consent of Independent Auditors
-------------------------------
We consent to the incorporation by reference in the Registration Statement
(Form S-3) pertaining to the registration for sale of the 980,000 shares of
Common Stock issued by California Micro Devices Corporation to Hitachi Metals,
Limited of Japan of our report dated April 28, 1999, with respect to the
financial statements and schedule of California Micro Devices Corporation
included in its Annual Report (Form 10-K) for the year ended March 31, 1999,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
November 12, 1999
13
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Wade Meyercord does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. 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-3 or other appropriate form and any and all amendments
thereto (including post-effective amendments), registering up to 980,000
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 November 30, 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ Wade Meyercord
------------------
Wade Meyercord
Dated: November 1, 1999
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 E. 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-3 or other appropriate form and any and all amendments
thereto (including post-effective amendments), registering up to 980,000
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 November 30, 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date indicated below.
/s/Angel G. Jordan
----------------------
Angel G. Jordan
Dated: November 1, 1999
15
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Donald Waite does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. 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-3 or other appropriate form and any and all amendments
thereto (including post-effective amendments), registering up to 980,000
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 November 30, 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ Donald Waite
----------------
Donald Waite
Dated: November 1, 1999
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 E. 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-3 or other appropriate form and any and all amendments thereto
(including post-effective amendments), registering up to 980,000 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 November 30, 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ Stuart Schube
-----------------
Stuart Schube
Dated: November 1, 1999
17
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John Sprague does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. 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-3 or other appropriate form and any and all amendments
thereto (including post-effective amendments), registering up to 980,000
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 November 30, 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ John Sprague
----------------
John Sprague
Dated: November 1, 1999
18
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, J. Daniel McCranie
does hereby make, constitute and appoint Jeffrey C. Kalb, John E. 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-3 or other appropriate form and any and all amendments
thereto (including post-effective amendments), registering up to 980,000
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 performeach 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 November 30, 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/J. Daniel McCranie
----------------------
J. Daniel McCranie
Dated: November 1, 1999
19
