- Current report filing (8-K)
January 05 2009 - 9:55AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 5, 2009
(Date of earliest event reported)
California Micro Devices Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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0-15449
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94-2672609
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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490 N. McCarthy Blvd., No. 100, Milpitas, CA 95035-5112
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (408) 263-3214
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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TABLE OF CONTENTS
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Item 7.01
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Regulation FD Disclosure
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On January 5, 2009,
Registrants Chairman of the Board sent the letter attached as Exhibit 99.1 to Dialectic Capital Management, LLC (Dialectic) in response to the letter attached as Exhibit C to the Schedule 13-D filed by Dialectic on
December 31, 2008.
All statements contained in Exhibit 99.1 to this Form 8-K that are not historical facts are forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are not guarantees of future performance or events. Rather, they are based on current expectations, estimates, beliefs, assumptions,
and goals and objectives and are subject to uncertainties that are difficult to predict. As a result, the Companys actual results may differ materially from the statements made. Often such statements can be identified by their use of words
such as may, will, intends, plans, believes, anticipates, visualizes, expects, and estimates. Examples of forward-looking statements in this Exhibit 99.1 include the Companys beliefs that (1) its investment in new product R&D is
crucial to the Companys future success, (2) its strong cash position gives the Company a competitive edge over those of its competitors who are or soon will be experiencing liquidity issues, (3) the Company has solid plans for
growth, driven by new products under development and potentially by acquisition of synergistic product lines or companies, (4) it is not in its stockholders interest to explore a sale of the Company when the stock market and its stock
price is at close to its low point over the past several years and when the Company has solid plans for growth, (5) the Company is in a strong position to accomplish its growth and other goals, in part because of the cash it has been able to
accumulate from its operations over the past four years, and (6) that distributing cash to stockholders now would impair the companys ability to achieve its goals. These and other forward-looking statements in Exhibit 99.1 to this Form
8-K are based upon our assumptions about and assessment of the future, which may or may not prove true, and involve a number of risks and uncertainties including, but not limited to whether the Companys R&D program investment yields
products with substantial associated customer demand; whether significant competitors of the Company are or will be experiencing liquidity issues; whether the Company is able to locate synergistic companies or product lines to acquire at attractive
prices and whether the Company is able to successfully integrate any acquisition it makes; whether the Company is able to grow organically or through acquisition; and whether the Companys stock price will increase in the future as well as the
risk factors detailed in the Companys Form 8-K, 10-K, and 10-Q filings with the Securities and Exchange Commission. Due to these and other risks, future actual results could differ materially from the Companys expectations. These
forward-looking statements speak only as to the date of this Form 8-K, and, except as required by law, the Company undertakes no obligation to publicly release updates or revisions to these statements whether as a result of new information, future
events, or otherwise.
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The information in this Current Report is being furnished and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
Exhibit 99.1, Letter dated January 5, 2009, from Wade F. Meyercord, Registrants Chairman of the Board, to John Fichthorn,
Managing Member of Dialectic Capital Management, LLC, is furnished pursuant to Item 7.01 of Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly
caused this Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 5
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day of January, 2009.
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CALIFORNIA MICRO DEVICES CORPORATION
(Registrant)
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By:
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/s/ ROBERT V. DICKINSON
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Robert V. Dickinson
President and Chief Executive
Officer
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4
Exhibit Index
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Exhibit
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Description
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99.1
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Letter dated January 5, 2009, from Wade F. Meyercord, Registrants Chairman of the Board, to John Fichthorn, Managing Member of Dialectic Capital Management, LLC, is furnished pursuant to
Item 7.01 of Form 8-K
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5
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