UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
THE
SECURITIES EXCHANGE ACT OF 1934
California
Micro Devices Corporation
|
(Name
of Issuer)
|
Common
Stock, $0.001 par value
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(Title
of Class of Securities)
|
130439102
|
(CUSIP
Number)
|
John
Fichthorn
c/o
Dialectic Capital Management, LLC
875
Third Avenue, 15
th
Floor
New
York, New York 10022
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
|
December
31, 2008
|
(Date
of Event Which Requires Filing of this Statement)
|
If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
|
|
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
|
The
information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP
No.
|
130439102
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1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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|
Dialectic
Capital Management, LLC
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
[_]
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(b)
[_]
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3.
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SEC
USE ONLY
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4.
|
SOURCE
OF FUNDS
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AF
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
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SOLE
VOTING POWER
|
0
|
|
|
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8.
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SHARED
VOTING POWER
|
2,006,000
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
|
2,006,000
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|
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,006,000
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.6%
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14.
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TYPE
OF REPORTING PERSON
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IA,
OO
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CUSIP
No.
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130439102
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Dialectic
Capital Partners, LP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
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WC
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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317,715
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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317,715
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|
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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317,715
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.4%
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14.
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TYPE
OF REPORTING PERSON
|
PN
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CUSIP
No.
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130439102
|
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1.
|
NAME
OF REPORTING PERSONS
|
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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|
Dialectic
Offshore, Ltd.
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
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|
|
|
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|
|
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3.
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SEC
USE ONLY
|
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|
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4.
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SOURCE
OF FUNDS
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WC
|
|
|
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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|
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
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Cayman
Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
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SOLE
VOTING POWER
|
0
|
|
|
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8.
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SHARED
VOTING POWER
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186,221
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9.
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SOLE
DISPOSITIVE POWER
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0
|
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10.
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SHARED
DISPOSITIVE POWER
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186,221
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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186,221
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
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|
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0.8%
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14.
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TYPE
OF REPORTING PERSON
|
CO
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CUSIP
No.
|
130439102
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1.
|
NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Dialectic
Antithesis Partners, LP
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
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|
|
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|
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3.
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SEC
USE ONLY
|
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|
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4.
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SOURCE
OF FUNDS
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WC
|
|
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
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|
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
0
|
|
|
|
8.
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SHARED
VOTING POWER
|
575,619
|
|
|
|
9.
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SOLE
DISPOSITIVE POWER
|
0
|
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|
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10.
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SHARED
DISPOSITIVE POWER
|
575,619
|
|
|
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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575,619
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
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|
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
2.5%
|
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14.
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TYPE
OF REPORTING PERSON
|
PN
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CUSIP
No.
|
130439102
|
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|
1.
|
NAME
OF REPORTING PERSONS
|
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|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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Dialectic
Antithesis Offshore, Ltd.
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|
|
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
|
|
|
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
4.
|
SOURCE
OF FUNDS
|
WC
|
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Cayman
Islands
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
0
|
|
|
|
8.
|
SHARED
VOTING POWER
|
926,445
|
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
926,445
|
|
|
|
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11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
926,445
|
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
4.0%
|
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|
14.
|
TYPE
OF REPORTING PERSON
|
CO
|
|
|
|
CUSIP
No.
|
130439102
|
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
John
Fichthorn
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
|
|
|
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
4.
|
SOURCE
OF FUNDS
|
WC
|
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
United
States of America
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
0
|
|
|
|
8.
|
SHARED
VOTING POWER
|
2,006,000
|
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
2,006,000
|
|
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,006,000
|
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
8.6%
|
|
|
|
14.
|
TYPE
OF REPORTING PERSON
|
IN,
HC
|
|
|
|
CUSIP
No.
|
130439102
|
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
Luke
Fichthorn
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
|
|
|
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
4.
|
SOURCE
OF FUNDS
|
WC
|
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
0
|
|
|
|
8.
|
SHARED
VOTING POWER
|
2,006,000
|
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
2,006,000
|
|
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,006,000
|
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
8.6%
|
|
|
|
14.
|
TYPE
OF REPORTING PERSON
|
IN,
HC
|
|
|
|
CUSIP
No.
|
130439102
|
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Item
1.
|
Security
and Issuer.
|
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|
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|
California
Micro Devices Corporation Common Stock (the “Shares”)
California
Micro Devices Corporation (the “Issuer”)
409
North McCarthy Boulevard, Suite 100
Milpitas,
California 95035
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Item
2.
|
Identity
and Background.
|
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(a)
|
This
Schedule 13D is being filed by Dialectic Capital Management, LLC, a
Delaware limited liability company (the “Investment Manager”), the
investment manager of Dialectic Capital Partners, LP., a Delaware limited
partnership (“DCP”), Dialectic Offshore, Ltd., a Cayman Islands exempted
company (“DOF”), Dialectic Antithesis Partners, LP, a Delaware limited
partnership (“DAP”), Dialectic Antithesis Offshore, Ltd., a Cayman Islands
exempted company (“DAO”), John Fichthorn, a natural person who is a U.S.
citizen (“JF”), and a managing member of the Investment Manager and Luke
Fichthorn, a natural person who is a U.S. citizen (“LF”), and a managing
member of the Investment Manager (the Investment Manager, DCP, DOF, DAP,
DAO, JF, AND LF, collectively the “Reporting Persons”).
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(b)
|
The
principal business address for each of the Investment Manager, CDP, DAP,
JF and LF is:
875
Third Avenue, 15
th
Floor
New
York, New York 10022
United
States of America
The
principal business address for DOF and DAO is:
c/o
SS&C Fund Services N.V.
Investor
Relation Services Department
Pareraweg
45
PO
Box 4671
Curacao,
Netherlands Antilles
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(c)
|
The
principal business of DCP, DOF, DAP, DAO is investing in securities. The
principal business of the investment manager is providing investment
advice. The principal occupation of JF and LF is investment management.
Information with respect to the directors of the DOF and DAO is attached
as
Annex A
to this Schedule
13D.
|
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|
JF
and LF act as the managing members of the Investment Manager and, as a
result, each of JF and LF may be deemed to control such entity.
Accordingly, each of JF and LF may be deemed to have a beneficial interest
in the Shares of by virtue of the Investment Manager’s role as investment
manager to DCP, DOF, DAP, DAO and the Investment Manager’s power to vote
and/or dispose of the Shares. Each of the Investment Manager, JF and LF
disclaim beneficial ownership of the shares of Common Stock except to the
extent of his respective pecuniary interest, if any,
therein.
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(d)
|
None
of the Reporting Persons and directors listed on Annex A has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) during the last five years.
|
|
|
|
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|
|
(e)
|
None
of the Reporting Persons and directors listed on Annex A has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction during the last five years, and no Reporting Person is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such
laws.
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|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
|
|
|
|
|
|
As
of the date hereof, each of the Investment Manager, JF and LF may be
deemed to beneficially own 2,006,000 Shares.
As
of the date hereof, DCP may be deemed to beneficially own 317,715
Shares.
As
of the date hereof, DOF may be deemed to beneficially own 186,221
Shares.
As
of the date hereof, DAP may be deemed to beneficially own 575,619
Shares.
As
of the date hereof, DAO may be deemed to beneficially own 926,445
Shares.
The
cost of the Shares beneficially owned by the Reporting Persons was
$6,505,936.77
No
borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of
business.
|
|
|
|
|
|
Item
4.
|
Purpose
of Transaction.
|
|
|
|
The
Shares held by the Reporting Persons were acquired for, and are being held
for, investment purposes by the Reporting Persons. The
acquisitions of the Shares were made in the ordinary course of the
Reporting Persons’ business. The Reporting Persons may acquire
additional Shares, dispose of all or some of these Shares from time to
time, in each case in open market or private transactions, block sales or
purchases or otherwise, or may continue to hold the Shares, depending on
business and market conditions, its continuing evaluation of the business
and prospects of the Issuer and other factors.
The Reporting Persons have no plans or
proposals as of the date of this filing, other than as expressly set forth
below, which relate to, or would result in, any of the actions enumerated
in Item 4 of the instructions to Schedule 13D.
The
Reporting Persons have attached as Exhibit C to this Schedule 13D a letter
(“The Letter”) dated December 31, 2008 to the Board of Directors of the
Issuer expressing their displeasure with the Issuer’s management and Board
of Directors and concern with Issuer’s current course of
action. The Letter states that the Reporting Persons believe
that the current strategy employed by the Issuer is deeply flawed and
suggest that the Issuer take the following immediate actions: (i) return
$33 million or $1.42 a share in a dividend to all shareholders, (ii) to
immediately engage an investment bank and begin a sale process of the
Issuer to a larger acquirer with a more diverse product line, and (iii)
restructure management’s economic incentives to be more aligned with the
interests of all of the Issuer’s shareholders.
The
Reporting Persons reserve the right, based on all relevant factors and
subject to applicable law, at any time and from time to time, to review or
reconsider their position, change their purpose, take other actions
(including actions that could involve one or more of the types of
transactions or have one or more of the actions enumerated
in Item 4 of the instructions to Schedule 13D or formulate and
implement plans or proposal with respect to any of the
foregoing.
Any
future decision of the Reporting Persons to take any such actions with
respect to the Issuer or its securities will take into account various
factors, including the prospects of the Issuer, general market and
economic conditions and other factors
deemed
relevant.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
|
|
|
|
|
(a,
b)
|
As
of the date hereof, the Investment Manager may be deemed to be the
beneficial owner of 2,006,000 Shares, constituting 8.6% of the Shares of
the Issuer, based upon the 23,258,920 Shares deemed outstanding as of
October 31, 2008.
|
|
|
|
|
|
|
|
The
Investment Manager has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 2,006,000
Shares; has sole power to dispose or direct the disposition of 0 Shares;
and has shared power to dispose or direct the disposition of 2,006,000
Shares.
The
Investment Manager specifically disclaims beneficial ownership in the
Shares reported herein except to the extent of its pecuniary interest
therein.
|
|
|
|
|
|
|
(a,
b)
|
As
of the date hereof DCP, may be deemed to be the beneficial owner of
317,715 Shares, constituting 1.4% of the Shares of the Issuer, based upon
the 23,258,920 Shares deemed outstanding as of October 31,
2008.
DCP
has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 317,715 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 317,715 Shares.
DCP
specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
|
|
|
(a,
b)
|
As
of the date hereof, DOF may be deemed to be the beneficial owner of
186,221 Shares, constituting 0.8% of the Shares of the Issuer, based upon
the 23,258,920 Shares deemed outstanding as of October 31,
2008.
DOF
has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 186,221 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 186,221 Shares.
DOF
specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of his pecuniary interest therein.
|
|
|
|
|
|
|
(a,
b)
|
As
of the date hereof, DAP may be deemed to be the beneficial owner of
575,619 Shares, constituting 2.5% of the Shares of the Issuer, based upon
the 23,258,920 Shares deemed outstanding as of October 31,
2008.
DAP
has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 575,619 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 575,619 Shares.
DAP
specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of his pecuniary interest therein.
|
|
|
|
|
|
|
(a,
b)
|
As
of the date hereof, DAO may be deemed to be the beneficial owner of
926,445 Shares, constituting 4.0% of the Shares of the Issuer, based upon
the 23,258,920 Shares deemed outstanding as of October 31,
2008.
DAO
has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 926,445 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 926,445 Shares.
DAO
specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of his pecuniary interest therein.
|
|
|
|
|
|
|
(a,
b)
|
As
of the date hereof, JF may be deemed to be the beneficial owner of
2,006,000 Shares, constituting 8.6% of the Shares of the Issuer, based
upon the 23,258,920 Shares deemed outstanding as of October 31,
2008.
JF
has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 2,006,000 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 2,006,000 Shares.
JF
specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of his pecuniary interest therein.
|
|
|
|
|
|
|
(a,
b)
|
As
of the date hereof, LF may be deemed to be the beneficial owner of
2,006,000 Shares, constituting 8.6% of the Shares of the Issuer, based
upon the 23,258,920 Shares deemed outstanding as of October 31,
2008.
LF
has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 2,006,000 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 2,006,000 Shares.
LF
specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of his pecuniary interest therein.
|
|
|
|
|
|
|
(c)
|
The
trading dates, number of Shares purchased and sold and price per share for
all transactions in the Shares by the Reporting Persons in the past 60
days are set forth in Exhibit B. All such transactions were
effected in open market transactions with brokers, except where
indicated.
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect
|
|
|
to
Securities of the Issuer.
|
|
|
|
|
|
The
Reporting Persons do not have any contract, arrangement, understanding or
relationship with any person with respect to the Shares.
|
|
|
|
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
|
|
|
|
Exhibit
A: Joint Filing Agreement.
Exhibit
B: Transactions in the Shares by the Reporting Persons in the past 60
days.
Exhibit
C: The Letter, dated December 31, 2008
|
|
|
|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
DIALECTIC
CAPITAL MANAGEMENT, LLC*
|
|
|
|
By:
|
/s/
John Fichthorn
|
|
Name:
|
John
Fichthorn
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
DIALECTIC
CAPITAL PARTNERS, LP
|
|
By: Dialectic
Capital, LLC, its general partner
|
|
|
|
By:
|
/s/
John Fichthorn
|
|
Name:
|
John
Fichthorn
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
DIALECTIC
OFFSHORE, LTD
|
|
|
|
|
|
By:
|
/s/
John Fichthorn
|
|
Name
|
John
Fichthorn
|
|
Title:
|
Director
|
|
|
|
|
|
|
DIALECTIC
ANTITHESIS PARTNERS, LP
|
|
By: Dialectic
Capital, LLC, its general partner
|
|
|
|
By:
|
/s/
John Fichthorn
|
|
Name:
|
John
Fichthorn
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
DIALECTIC
ANTITHESIS OFFSHORE, LTD.
|
|
|
|
|
By:
|
/s/
John Fichthorn
|
|
Name:
|
John
Fichthorn
|
|
Title:
|
Director
|
|
|
|
|
|
|
By: /s/
John Fichthorn*
|
|
|
|
By: /s/
Luke Fichthorn*
|
|
|
|
December
31, 2008
|
*
The Reporting Persons disclaim beneficial ownership over the securities
reported herein except to the extent of the reporting persons’ pecuniary
interest therein.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations
(see 18 U.S.C. 1001).
|
|
|
Exhibit
A
Joint
Filing Agreement
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each
of the undersigned hereby agrees that only one statement containing the
information required by Schedule 13D need be filed with respect to the ownership
by each of the undersigned of shares of Common Stock of Leadis Technology,
Inc.
This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original.
Executed
this 31
st
day of
December, 2008.
|
DIALECTIC
CAPITAL MANAGEMENT, LLC*
|
|
|
|
By:
|
/s/
John Fichthorn
|
|
Name:
|
John
Fichthorn
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
DIALECTIC
CAPITAL PARTNERS, LP
|
|
By: Dialectic
Capital, LLC, its general partner
|
|
|
|
By:
|
/s/
John Fichthorn
|
|
Name:
|
John
Fichthorn
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
DIALECTIC
OFFSHORE, LTD
|
|
|
|
|
|
By:
|
/s/
John Fichthorn
|
|
Name
|
John
Fichthorn
|
|
Title:
|
Director
|
|
|
|
|
|
|
DIALECTIC
ANTITHESIS PARTNERS, LP
|
|
By: Dialectic
Capital, LLC, its general partner
|
|
|
|
By:
|
/s/
John Fichthorn
|
|
Name:
|
John
Fichthorn
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
DIALECTIC
ANTITHESIS OFFSHORE, LTD.
|
|
|
|
|
By:
|
/s/
John Fichthorn
|
|
Name:
|
John
Fichthorn
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
By: /s/
John Fichthorn*
|
|
|
|
By: /s/
Luke Fichthorn*
|
|
|
* The
Reporting Persons disclaim beneficial ownership over the securities reported
herein except to the extent of the reporting persons’ pecuniary interest
therein.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (see
18 U.S.C. 1001).
Annex
A
Executive
Officers and Directors of
Dialectic
Offshore, Ltd.
Name and Business
Address
Title with each
Entity
John
Fichthorn
875
Third Avenue, 15
th
Floor
New
York, New York 10022
|
Director
|
Michael
de Mann
Amaco
(Curaçao) N.V.
Kaya
W.F.G. (Jombi) Mensing 36
P.O.
Box 3141
Curaçao
Netherlands
Antilles
|
Director
|
Loes
P. de Bot
Amaco
(Curaçao) N.V.
Kaya
W.F.G. (Jombi) Mensing 36
P.O.
Box 3141
Curaçao
Netherlands
Antilles
|
Director
|
Executive
Officers and Directors of
Dialectic
Antithesis Offshore, Ltd.
Name and Business
Address
Title with each
Entity
John
Fichthorn
875
Third Avenue, 15
th
Floor
New
York, New York 10022
|
Director
|
Michael
de Mann
Amaco
(Curaçao) N.V.
Kaya
W.F.G. (Jombi) Mensing 36
P.O.
Box 3141
Curaçao
Netherlands
Antilles
|
Director
|
Loes
P. de Bot
Amaco
(Curaçao) N.V.
Kaya
W.F.G. (Jombi) Mensing 36
P.O.
Box 3141
Curaçao
Netherlands
Antilles
|
Director
|
Exhibit
B
TRANSACTIONS IN THE
SHARES
TRANSACTIONS
IN THE SHARES BY DIALECTIC CAPITAL PARTNERS, LP
Date
of
Transaction
|
Number
of Shares
Purchase/(Sold)
|
Price of Shares
|
3-Nov-08
|
(34031)*
|
2.37
|
10-Dec-08
|
8817
|
1.65
|
16-Dec-08
|
17660
|
1.7104
|
17-Dec-08
|
2948
|
1.5956
|
17-Dec-08
|
2948
|
1.5956
|
19-Dec-08
|
275
|
1.5
|
22-Dec-08
|
458
|
1.6737
|
|
|
|
|
|
|
TRANSACTIONS IN THE
SHARES
TRANSACTIONS
IN THE SHARES BY DIALECTIC OFFSHORE LTD.
Date
of
Transaction
|
Number
of Shares
Purchase/(Sold)
|
Price of Shares
|
3-Nov-08
|
34031*
|
2.37
|
10-Dec-08
|
5169
|
1.65
|
16-Dec-08
|
10352
|
1.7104
|
17-Dec-08
|
1728
|
1.5956
|
17-Dec-08
|
1728
|
1.5956
|
19-Dec-08
|
161
|
1.5
|
22-Dec-08
|
290
|
1.6737
|
|
|
|
|
|
|
* These
transactions were not carried out on the open market.
TRANSACTIONS IN THE
SHARES
TRANSACTIONS
IN THE SHARES BY DIALECTIC ANTITHESIS OFFSHORE, LTD.
Date
of
Transaction
|
Number
of Shares
Purchase/(Sold)
|
Price of Shares
|
10-Dec-08
|
13147
|
1.65
|
16-Dec-08
|
26330
|
1.7104
|
17-Dec-08
|
4393
|
1.5956
|
17-Dec-08
|
4393
|
1.5956
|
19-Dec-08
|
410
|
1.5
|
22-Dec-08
|
3890
|
1.6737
|
|
|
|
|
|
|
TRANSACTIONS IN THE
SHARES
TRANSACTIONS
IN THE SHARES BY DIALECTIC ANTITHESIS PARTNERS, LP
Date
of
Transaction
|
Number
of Shares
Purchase/(Sold)
|
Price of Shares
|
10-Dec-08
|
8167
|
1.65
|
16-Dec-08
|
16358
|
1.7104
|
17-Dec-08
|
2731
|
1.5956
|
17-Dec-08
|
2731
|
1.5956
|
19-Dec-08
|
254
|
1.5
|
22-Dec-08
|
2462
|
1.6737
|
Exhibit
C
[Dialectic
Capital Management, LLC’s Letterhead]
December
31, 2008
Board of
Directors
California
Micro Devices
490 N.
McCarthy Blvd., #100
Milpitas,
California 95035
Gentlemen:
As you
are aware, Dialectic Capital Management, LLC, as a beneficial owner, is your
second largest shareholder, beneficially owning 8.6% of California Micro Devices
shares outstanding (“CAMD” or "the Company"). We are writing to
express our concern over the strategic direction of the company and to inform
the Board that we have engaged B. Riley & Company to assist us in evaluating
all alternatives regarding our CAMD position.
We are
calling for the following: return $33 million or $1.42 a share in a dividend to
all shareholders. This will leave the Company with approximately $20 million in
cash. Concurrent with the dividend, we want the Company to immediately engage an
investment bank and begin a sale process of the Company.
Our
frustration with management's inability to perform culminated on the December
10th, 2008 announcement forecasting dramatically lower financial
performance. This disappointment was highlighted by negative
operating cash flow of between $3.4 million to $3.8 million on revenues of
between $9.5 million to $11 million. In the Company’s press release
dated 12/10/2008, the “weak global economy compounded by a severe inventory
contraction throughout the supply chain” was blamed for the Company’s poor
performance. We do not dispute that the current macro-economic
environment is difficult; however, as you know, we have repeatedly expressed our
concerns about the Company’s operating expenses. Blaming the global
economy for a slowdown is convenient, but it does not explain the losses
reported over the last two years and the larger ones the Company will likely
report in 2009. We believe that these losses are the result of a
lack of operating discipline. We are also concerned that management may
pursue strategic acquisitions that we believe are extremely unlikely to be the
best use of the Company's cash given its poor acquisition history and consistent
inability to drive shareholder value from operating results.
Comparing
the Company’s fiscal year ("FY") 2004 results with the Company’s trailing 12
months ("TTM") results is enlightening. During these 12 month periods
the Company’s revenues were roughly the same at approximately $60
million. However, operating expenses climbed 47% from $16.5 million
in 2004 to $24.3 million in the TTM, resulting in a $5.5 million operating gain
in 2004 swinging to a $4.2 million loss in the TTM. Predictably the
share price has decreased approximately 85% since January 2004.
While
shareholders have suffered, insiders have been well rewarded. Since
2004, the top 5 executive’s cumulative compensation is over $8.6
million. Directors’ compensation during that time is over $1.4
million. While Dialectic Capital Management, LLC has committed
significant capital to acquire the Company’s shares, the Board and management
“own” 1.82 million shares of stock, all but 88,000 shares have been given to the
Board and management as a result of option grants. Last year, despite
poor results the Board issued 325,000 shares to the Company’s top 5
executives. It is our view that option grants are to be earned and
not a right. Based on the Company’s results, issuing options this
year at these prices would be wrong.
We have a
number of concerns with the Board. First of all, the average tenure
is approximately 9 years. There has not been a change to the Board in
5 years. Four of the six Board members are either retired or
consultants (i.e., semi-retired). There are an even number of Board
members suggesting that every decision is either unanimous or does not call for
a tie breaking vote. While this would be acceptable if CAMD was a
thriving company, to outside investors it gives the appearance of a lack of
accountability and apathy about the performance of the Company and the
stock.
Shareholders
are now valuing the Company’s business at approximately $15 million below the
cash on the Company’s balance sheet. Clearly this suggests no
confidence in management’s ability to deliver returns to
shareholders. Amazingly, despite this valuation, the Board has chosen
not to buyback any significant stock in the open market and instead continues to
hoard cash. Predictably insiders have not made any meaningful
purchases.
We
believe the company’s product lines and footprint would be of value to a larger
acquirer with a more diverse product line that would layer on CAMD gross profit
without the added expense of corporate overhead and public company
costs. A larger acquirer would be able to pay significantly more than
CAMD’s current market value given its strong balance sheet and synergies from
the removal of duplicative Selling, General and Administrative expenses and
public company costs.
We look
forward to discussions with you regarding our issues immediately.
DIALECTIC
CAPITAL MANAGEMENT, LLC
/s/John
Fichthorn
Name:
John Fichthorn
Title: Managing
Member
California Micro Devices Corp. (MM) (NASDAQ:CAMD)
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