- Amended Statement of Beneficial Ownership (SC 13D/A)
February 03 2009 - 12:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D /A
THE
SECURITIES EXCHANGE ACT OF 1934
California
Micro Devices Corporation
|
(Name
of Issuer)
|
Common
Stock, $0.001 par value
|
(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)
|
February
3, 2009
|
(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 [_].
|
|
* 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).
|
CUSIP
No.
|
130439102
|
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
Dialectic
Capital Management, LLC
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
3.
|
SEC
USE ONLY
|
|
|
|
|
4.
|
SOURCE
OF FUNDS
|
AF
|
|
|
|
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
|
IA,
OO
|
|
|
|
CUSIP
No.
|
130439102
|
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
Dialectic
Capital Partners, LP
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
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
|
317,715
|
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
317,715
|
|
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
317,715
|
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
1.4%
|
|
|
|
14.
|
TYPE
OF REPORTING PERSON
|
PN
|
|
|
|
CUSIP
No.
|
130439102
|
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
Dialectic
Offshore, Ltd.
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
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
|
186,221
|
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
186,221
|
|
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
186,221
|
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0.8%
|
|
|
|
14.
|
TYPE
OF REPORTING PERSON
|
CO
|
|
|
|
CUSIP
No.
|
130439102
|
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
Dialectic
Antithesis Partners, LP
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
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
|
575,619
|
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
575,619
|
|
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
575,619
|
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
2.5%
|
|
|
|
14.
|
TYPE
OF REPORTING PERSON
|
PN
|
|
|
|
CUSIP
No.
|
130439102
|
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
Dialectic
Antithesis Offshore, Ltd.
|
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
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
|
|
|
|
|
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%
|
|
|
|
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*
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
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*
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
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
|
|
|
|
|
|
Item
1.
|
Security
and Issuer.
|
|
|
|
|
|
California
Micro Devices Corporation Common Stock (the “Shares”)
California
Micro Devices Corporation (the “Issuer”)
409
North McCarthy Boulevard, Suite 100
Milpitas,
California 95035
|
|
|
|
|
Item
2.
|
Identity
and Background.
|
|
|
|
|
|
(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”).
|
|
|
|
|
|
|
(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
|
|
|
|
|
|
|
(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.
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.
|
|
|
|
|
|
|
(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.
|
|
|
(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.
|
|
|
|
|
|
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.
In
addition, the Reporting Persons may continue to engage in communications
with one or more shareholders, officers or directors of the Issuer,
including discussions regarding the members of the Issuer's Board of
Directors as well as the Issuer's operations and strategic direction that,
if effected, could result in, among other things:
(a)
the
acquisition of additional Shares of the Issuer, or the disposition of
Shares of the Issuer;
(b)
an
extraordinary corporate transactions, such as a merger, reorganization or
liquidation, involving the Issuer;
(c)
a sale
or transfer of a material amount of assets of the Issuer;
|
|
|
|
|
|
(d)
any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e)
any
material change in the present capitalization or dividend policy of the
Issuer;
(f)
any
other material change in the Issuer's business or corporate
structure;
(g)
changes
in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any person;
(h)
causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities
association;
(i)
a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; and/or
(j)
any
action similar to those enumerated above.
The Reporting Persons have attached as Exhibit C to this Schedule 13D a
second letter
("The Letter")
to
the Board of Directors of the
Issuer dated February 3, 2009, setting forth certain concerns relating to,
among other items, the historic performance and strategic management of
the Issuer and capital allocation including strategic
acquisitions.
|
|
|
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 results described in paragraphs
(a) through (j) of Item 4 of 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 February 3, 2009
|
|
|
|
|
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.
February
3, 2009
|
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).
|
|
|
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 3
rd
day of
February, 2009.
|
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
|
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
|
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
875
Third Avenue, 15
th
Floor
New
York City, New York 10022
February
3, 2009
Board of
Directors
California
Micro Devices Corporation
409 North
McCarthy Blvd #100
Milpitas,
California 95035
Gentlemen:
When Mr.
Dickinson was named CEO of the Company in April 2001, California Micro Devices
Corporation (“CAMD” or the “Company”) was a $60 million revenue company with a
$75 million enterprise value. Nearly eight years later, CAMD still
has annual revenues of $60 million, but its enterprise value is now below zero.
We believe that the current Board has taken a series of steps to entrench itself
in order to implement a misguided strategy. Furthermore, your
response letter dated January 5, 2009, only serves to reinforce our view that
there is an irreconcilable difference of opinion between the Company’s Board and
its shareholders.
Risk of
continued misallocation of shareholder capital
– Our most pressing
concern is with the Company’s well-publicized search for acquisition
targets. Setting aside the fact that a deal will distract management
from the priorities of the protection business, we have doubts as to their
ability to identify the right target, pay a reasonable price and subsequently
integrate operations successfully. Our lack of confidence stems
from:
|
1.
|
The debacle of the
Arques Technology acquisition, which, at just $8.4 million, is the only
deal consummated by Mr. Dickinson during his tenure as CEO of the
Company
. Given the outcome of that acquisition, we are
finding it difficult to entrust him with additional shareholder money to
execute another transaction. Acquired in April 2006 as a
pre-revenue stage company, by July 2007 management had already begun
considering shutting down the acquired operations. After
funding in excess of $4 million in operating losses at Arques, CAMD
recovered only $1.1 million from the sale of the assets after writing off
$5.3 million of Goodwill. The unrealistic expectations set at
the time of this acquisition, as well as the rapid change of course by
management, makes us skeptical that the currently contemplated
acquisitions will create real economic
value.
|
|
2.
|
The systematic
opposition to share repurchases, which highlights a lack of appreciation
for value creation mechanisms.
In spite of numerous
requests to buy back stock when the enterprise value of the Company
approached zero, management did not take advantage of this simple method
to create value for existing shareholders. This lack of
appreciation for relative value only reinforces our opinion that CAMD is
liable to overpay again. Additionally, we believe it raises
doubts as to the proper alignment of shareholder and management
interests. The lack of insider ownership is conducive to the
Board and management taking outsized risk while giving little
consideration to the value of the existing equity. We believe
that the recent approval of a one million share repurchase is largely
aesthetic.
|
|
3.
|
The contradictory
nature of management’s statements with respect to the strategic value of
maintaining a significant cash balance.
If indeed CAMD
needs to show customers proof of its financial staying power, we have
difficulty reconciling how the Company can make a meaningful acquisition
without significantly reducing its cash balance. Complicating
matters, management has repeatedly refused to communicate to shareholders
the exact level of cash the Company deems appropriate in order to pass
customers’ liquidity tests.
|
Entrenched
Board
– We believe that the Board is taking steps to entrench itself and
minimize accountability to shareholders. Most alarming is the Board’s
December 2007 decision to eliminate shareholders’ right to call special
meetings. Given Chairman Meyercord’s background in corporate
governance evaluation, we are baffled by the Company’s decision to take this
step, which we fear is only a prelude to further entrenchment. In
fact, we sense that the Company’s urge for acquisitions could be partly
motivated by a desire to leave shareholders with even fewer options to influence
the direction of the Company.
We
believe that new blood is desperately needed in order to break the
status quo
of
underperformance. Mr. Meyercord has now chaired the Board for over 16
years and has collected over $500,000 in fees in the last five years
alone. John Sprague, meanwhile, has served 13 years under two
separate terms, including one year during which ex-CEO Chan Desaigoudar was
found to have falsified CAMD’s financial statements.
Track
record of financial and operational underperformance
– In response to
comments made regarding CAMD’s streak of operating cash flow, we urge the Board
to instead focus on the Company’s return on capital. Since the
Motorola business began to erode in 2006, CAMD’s highest annual ROC has been a
mere 0.3%. Additionally, the importance of interest income to the
Company’s cash flow should not be underestimated—during the 16-quarter streak
you reference, approximately 50% of CAMD’s free cash flow was generated from
various sources of interest income. Separately, $7 million of the
aggregate cash flow booked by the Company over that same 16-quarter period was
generated from options exercises.
On the
operating front, the Company implemented a number of strategic initiatives that
we believe accelerated the destruction of shareholder value. Amongst
these was the decision to shut down the Company’s integrated passives (IPD) and
thin film manufacturing operations and relocate some capacity to its Tempe, AZ,
silicon fab. The move not only eroded CAMD’s cost competitiveness but
also led to the loss of the highly profitable Guidant defibrillator and
pacemaker business. Remarkably, several parts rendered obsolete by
this move are now profitably marketed by competitors. Given this
backdrop, we doubt Mr. Dickinson’s ability to get CAMD back to an
industry-standard 35%-40% gross margin from its most recent third quarter gross
margin of 26.3%.
In the
handset business, meanwhile, we do not see any evidence that CAMD’s management
has capitalized on the Company’s lead with chip-scale-packaged (CSP)
products. These parts were developed and qualified before the current
management team was put in place and, as such, we believe that little credit is
due to the incumbent management team for the brief period of profitability
generated by those products. Beyond this temporary boost, management
failed to recognize a widespread departure from CSPs, resulting in significant
market share loss at several large customers.
In sum,
we believe that the management and Board were given ample time to turn the
Company around and failed. Should the Company seek to rush a deal
prior to the 2009 meeting of shareholders, we reserve the right to pursue all
rights and remedies available to shareholders against the Company.
Sincerely,
John
Fichthorn
SK 21843 0001
951456
California Micro Devices Corp. (MM) (NASDAQ:CAMD)
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