As filed with the Securities and Exchange Commission on February 16, 2000
Registration Number 333-91073
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 to FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CALIFORNIA MICRO DEVICES CORPORATION
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(Exact name of Registrant as specified in its charter)
California 94-2672609
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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
interest reinvestment 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. __
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 shareholder may 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 February 15, 2000.
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 February 15, 2000, the last reported sale price of our common stock
was $16.5625 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 February 15, 2000.
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You should rely only on the information contained or incorporated by reference
in this prospectus and in any accompanying prospectus supplement. No 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 prospectus
or any prospectus supplement is accurate as of any date other than the date
on the front of the documents.
TABLE OF CONTENTS
Page
Prospectus Summary 4
Risk Factors 5
Use of Proceeds 7
Selling Shareholders 7
Plan of Distribution 7
Legal Matters 8
Experts 8
Additional Information 8
Information Incorporated by Reference 9
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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.
4
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
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 changes in
our quarterly revenues and operating results might lead to volatility in our
stock price.
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. The percentage of revenues from
turns orders (orders booked and shipped in the same quarter) has ranged from
65% in the quarter ended June 30, 1999 to as low as an estimated 47% for the
quarter ended December 31, 1999, making our quarterly revenue dependent on
short term orders. 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 time-
to-time, be in excess of our needs which could cause write-downs of our
inventory.
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 lower our operating
profits (or increase losses) and damage our business.
Our manufacturing processes are complex and include risks that could hurt 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 based on possible
economic or political instability, and changes in local laws.
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;
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* changes in regulatory requirements;
* reduced protection for intellectual property rights in some countries;
* fluctuations in currency exchange rates; and
* potential adverse tax consequences.
The limited number of subcontractors we use may expose us an increased risk of
manufacturing disruption or uncontrolled price changes.
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. Although to date we have not experienced
any material disruptions with respect to our subcontractors, 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
compete effectively, our business may not grow and may shrink.
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
could have year 2000 problems that might delay the delivery of our 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.
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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, modified May 10,
1995. The Stock Purchase Agreement was part of a technology license whereby we
granted Hitachi Metals the non-exclusive right to manufacture, use and sell
products based on our proprietary technology. Pursuant to the Stock Purchase
Agreement, Hitachi Metals paid $24 per share (for 880,000 of the shares), and
the proceeds were used for ordinary working capital and capital expenditures.
That agreement also gave Hitachi the right to have the shares it purchased
registered. We are registering those shares at Hitachi's request for possible
sale. We have been informed by Hitachi Metals that they intend to begin
selling these shares over the coming months.
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.
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
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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.
WHERE YOU CAN FIND MORE 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.
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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.
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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*
---- -------
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:
<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
* Previously filed.
</TABLE>
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;
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(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.
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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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Milpitas, California, on February 15, 2000.
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 February 15, 2000.
/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
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INDEX TO EXHIBITS
Exhibit
Number Description
- -------- -----------
23.1 Consent of Independent Auditors
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Exhibit 23.1
Consent of Ernst & Young, LLP, Independent Auditors
---------------------------------------------------
We consent to the reference to our firm under the caption "Experts in the
Amendment No. 1 to the Registration Statement (Form S-3) and related Prospectus
of California Micro Devices Corporation for the registration of 980,000 shares
of its common stock and to the incorporation by reference therein 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
February 11, 2000
14
