California Micro Devices (Nasdaq Global: CAMD) ( “CMD” or “The
Company”) today announced that it filed with the Securities and
Exchange Commission (“SEC”) definitive proxy materials in
connection with the Company’s 2009 Annual Meeting of Stockholders.
Stockholders of record at the close of business on July 20, 2009
will be entitled to vote at the September 17, 2009 Annual
Meeting.
CMD’s Board of Directors unanimously recommends that
stockholders vote FOR ALL of the Company’s directors – Jon Castor,
Robert Dickinson, Wade Meyercord, Ed Ross, David Sear, John Sprague
and David Wittrock– on the WHITE proxy card. Stockholders are
encouraged to vote by telephone, Internet or by signing, dating and
returning the WHITE proxy card.
The Company also today filed the following letter with the SEC,
which will be mailed to its stockholders:
RE-ELECT ALL CALIFORNIA MICRO
DEVICES’ DIRECTORS
VOTE THE ENCLOSED WHITE PROXY CARD TODAY
July 31, 2009
Dear Fellow California Micro Devices Stockholder:
At California Micro Devices’ 2009 Annual Meeting of Stockholders
on Thursday, September 17, 2009, you will have the opportunity to
re-elect the highly qualified members of your Board of
Directors.
As a result of the collective guidance and experience of your
Board, the Company has made solid progress towards meeting a number
of challenges over the past few years, including the recent global
economic crisis, and as a result, the Company is well-positioned to
compete going forward. Your Board and management have confidence in
the Company’s future and the commitment and incentive to create
stockholder value. A dissident stockholder, Dialectic Capital,
however, has launched a disruptive hostile proxy contest in an
attempt to replace three of our talented, experienced directors
with its own nominees and thereby advance Dialectic’s own
self-serving agenda rather than the common interests of all our
stockholders.
We ask you to protect the future value of your investment by
voting your shares FOR ALL of the Company’s directors – Jon Castor,
Robert Dickinson, Wade Meyercord, Ed Ross, David Sear, John Sprague
and David Wittrock – on the WHITE proxy card.
Your Board and management team have always been committed to
strong corporate governance, and we recognize the importance of
bringing fresh and diverse perspectives to the boardroom. That is
precisely why, with the assistance of a leading executive search
firm, the Company recently conducted a nationwide search for
another independent director with the particular skills and
experience that would assist the Company in achieving its next
stage of development. During that time, we solicited the input of
some of our largest stockholders. We were pleased to announce that
this process led to the addition of Mr. Castor to the Board. Mr.
Castor brings to the Board more than thirty years of industry
experience, much of it in the semiconductor industry. He is a
veteran public company executive and board member, with a deep
background in corporate strategy.
CALIFORNIA MICRO DEVICES IS MOVING
IN THE RIGHT DIRECTION
WITH A CLEAR PLAN TO BUILD
STOCKHOLDER VALUE
The current environment is a challenging one for our industry,
and for this company. That is why your Board and management team
have developed a clear action plan to address the challenges we
face and continue to build value for all stockholders:
- We are focused on high growth
markets (mobile handsets, high brightness LEDs and digital consumer
electronics) that give California Micro Devices the opportunity to
grow, even in a down economy;
- Because we currently have the
strongest product portfolio and pipeline in our history and our
value proposition of innovation and responsiveness is resonating
strongly with many of our customers (who include the top five
mobile handset manufacturers, three of the top consumer electronics
manufacturers and one of the top HBLED manufacturers) we have the
opportunity to increase share in these growth markets; and
- We have the financial staying
power to invest in the future and to ensure that our customers can
continue to count on us to meet their needs in the future, despite
the current economic disruption.
Building on these strengths, we are confident that the Company
will emerge from this challenging period in the best possible
position to capitalize on our opportunities. Our near term
priorities include:
- Returning to positive operating
cash flow and profitability;
- Improving gross margin through a
continued focus on cost reduction and higher margin market
segments;
- Increasing revenue by growing
market share in high growth market segments;
- Continuing to strengthen key
customer relationships;
- Accelerating design win activity
in key markets; and
- Investing in key new
products.
Your Board and management team are dedicated to building value
for all stockholders. We are excited by the opportunities that lie
ahead, and look forward to executing on our plans.
YOUR BOARD IS INDEPENDENT,
EXPERIENCED AND COMMITTED TO BUILDING STOCKHOLDER VALUE
California Micro Devices has a dedicated and hard working Board.
All members of your Board, other than our Chief Executive Officer,
are independent. Every board member has many years of relevant
industry experience and has served as either a director or senior
executive of other public companies, with the exception of the
Chairman of our Audit Committee, who has many years of experience
as a partner at a leading accounting firm. The depth and breadth of
expertise in public company leadership, finance, the semiconductor
industry and overall executive management that your directors
possess has helped them develop and implement the Company’s
strategy to enhance value for all of the Company’s stockholders.
The Board has successfully led this Company through adversity in
the past and we are confident that this is the right Board to lead
this Company to renewed success in the future. Accompanying
this letter is biographical information regarding each of your
Board nominees.
DIALECTIC OFFERS NO PLAN TO BUILD
STOCKHOLDER VALUE AND HAS NOT SHOWN THAT ELECTING ITS NOMINEES IN
PLACE OF THREE DEDICATED MEMBERS OF YOUR BOARD WOULD BE BENEFICIAL
TO YOUR COMPANY
Your Board and management are continuously engaged in seeking
ways to augment stockholder value and welcome stockholder
engagement. The specific proposals made by Dialectic, however,
have been misguided. Furthermore, Dialectic has refused to
allow us appropriate access to its director nominees, leading us to
question Dialectic’s intentions and the commitment of Dialectic’s
nominees to the interests of all California Micro Devices
stockholders.
Late last year, Dialectic’s Managing Member, John Fichthorn, who
is now one of Dialectic’s director nominees, wrote a letter to your
Board proposing that California Micro Devices deplete its cash
reserves by issuing a large cash dividend. The letter also demanded
that the Company “immediately engage an investment bank and begin a
sale process of the Company.” I wrote back personally thanking Mr.
Fichthorn for his interest in the Company, but explaining the
shared view of your Board and management that it was important to
retain the Company’s cash for operations and as a reserve to show
financial strength to our customers, particularly in the current
troubled economy. I also expressed our view that it was not in our
stockholders’ interests to explore a sale of the Company when the
stock market and our stock price were at close to their low points
over the past several years and when the Company had solid plans
for growth. We continue to hold those views and even Dialectic may
be having second thoughts about the wisdom of its previously
requested course of action, stating in its preliminary proxy
statement that its nominees “are not committed to paying a large
special cash dividend or pursuing a sale of the Company.”
Your Company has continued its engagement with Dialectic. Both
your Chief Executive Officer and I have spoken with Mr. Fichthorn
on numerous occasions and, mindful of the potential expense and
disruption a proxy contest would cause, we tried to arrange for the
Dialectic nominees to meet with the Company’s Nominating and
Corporate Governance Committee to determine their suitability as
potential directors – as we would do for any potential nominee.
Dialectic raised an insurmountable obstacle to the Company’s
process: Dialectic would only permit the Committee to meet with its
nominees if we first agreed to accept them as directors. In
fact, Dialectic’s actions have made it clear that Dialectic refuses
to consider any outcome other than the addition of one or more of
its nominees to your Board.
Based on the background information Dialectic has provided, the
replacement of three of your directors with Dialectic’s nominees
would not enhance the
experience or expertise of your Board, and would act in the
interests of Dialectic, and not of all California Micro Devices
stockholders. Dialectic has not proposed any plan or ideas that
would produce greater value for the Company. We urge you to
re-elect ALL of your Company’s directors on the WHITE proxy
card.
YOUR VOTE IS IMPORTANT –
RE-ELECT YOUR DIRECTORS BY VOTING
THE WHITE PROXY CARD
TODAY
California Micro Devices’ strategic and operational achievements
demonstrate that we have the right plan and the right team in place
to reach our goals and continue to create significant stockholder
value.
Your vote is important, no matter how many or how few shares
you own. To vote your shares, please sign, date and return the
enclosed WHITE proxy card by mailing it in the enclosed
pre-addressed, stamped envelope. You may also vote by phone or
Internet by following the instructions on the enclosed proxy
card.
On behalf of the Board of Directors, we thank you for your
continued support of California Micro Devices.
Sincerely,
/s/
Wade Meyercord
Chairman
California Micro Devices
KNOW YOUR DIRECTORS
CALIFORNIA MICRO DEVICES HAS A
HIGHLY EXPERIENCED, INDEPENDENT & QUALIFIED BOARD
Jon S. Castor
Director since 2009
Mr. Castor has been a member of our Board of
Directors since July 2009. He has been a private investor and a
member of public and private boards of directors since June 2004.
Previously, from August 2003 to June 2004, Mr. Castor was an
executive with Zoran Corporation, a provider of digital solutions
for applications in the digital entertainment and digital imaging
markets, as the Senior Vice President and General Manager of
Zoran’s DTV Division and then as a post-acquisition advisor to the
CEO. From October 2002 to August 2003, Mr. Castor was the Senior
Vice President and General Manager of the TeraLogic Group at Oak
Technology Inc., a developer of integrated circuits and software
for digital televisions and printers, which was acquired by Zoran.
In 1996, Mr. Castor co-founded TeraLogic, Inc., a developer of
digital television integrated circuits, software and systems, where
he served in several capacities, including as its Chief Executive
Officer and director from November 2000 to October 2002, when it
was acquired, first by Oak Technology in 2002 for approximately $55
million and then indirectly in 2003 by Zoran when Zoran acquired
Oak Technology. Mr. Castor has served as a director of
publicly-traded Adaptec, Inc. (data storage hardware and software
solutions) since July 2006; Omneon (video server and media storage
equipment) since December 2006 and Chairman since April 2007;
Staccato Communications (Ultra Wideband (UWB) silicon and software
solutions) since the merger of Artimi and Staccato in November
2007; and publicly-traded Genesis Microchip from November 2004
until its sale to ST Microelectronics in January 2008. Mr. Castor
earned a B.A. from Northwestern University in Evanston, Illinois
and an MBA from Stanford University in Stanford California.
Robert V. Dickinson
President, CEO and Director since
2001
Mr. Dickinson has been President, Chief Executive Officer, and a
member of our Board of Directors since April 2001. From August 1999
to April 2001, he was Vice President and General Manager of the
Optical Storage Division of Cirrus Logic, Inc., a semiconductor
manufacturer, where, starting in 1992, he served in several other
senior executive roles including President of its Japanese
subsidiary. Previously, he held senior management positions at
Western Digital Corporation, a semiconductor and disk drive
manufacturer, from 1988 to 1992, following its acquisition of
Verticom, Inc., where he served as President and Chief Executive
Officer, from 1987 to 1988. Mr. Dickinson also served as a Director
of Transmeta Corporation, a publicly-traded semiconductor company,
from May 2005 though its acquisition by Novafora in January, 2009.
Mr. Dickinson earned an A.B. in Physics from the University of
California in Berkeley, California and an M.S. in Physics from the
University of Washington in Seattle, Washington. He also was a
Sloan Fellow at the Stanford University Graduate School of Business
in Stanford, California.
Wade F. Meyercord
Director since 1992
Chairman since 1994
Mr. Meyercord has been Chairman of the Board since 1994 and a
Director since December 1992. Mr. Meyercord has been President of
and a consultant for Meyercord & Associates, Inc., a consulting
firm primarily to publicly-traded companies about their management
and director compensation, since 1987. From 1999 to 2002, he was
Senior Vice President, Finance and Administration, and Chief
Financial Officer of Rioport, Inc., an applications service
provider for digital music distribution. Previously he was Senior
Vice President of Diamond Multimedia Systems, Inc., a multimedia
and connectivity products company, from 1997 to 1999, and Chief
Executive Officer of Read-Rite Corp., an electronic data storage
products company, from 1984 to 1987. Mr. Meyercord is a Director
and member of the Audit, Compensation, and Nominating and Corporate
Governance Committees of Microchip Technology, Incorporated, a
publicly-traded $900 million semiconductor manufacturer, and a
Director, Chairman of the Compensation Committee and member of the
Nominating and Corporate Governance Committee of Endwave
Corporation, a publicly-traded supplier of RF subsystems for
broadband wireless devices. Mr. Meyercord earned a B.S. in
Mechanical Engineering from Purdue University in West Lafayette,
Indiana and a M.S. in Engineering Administration from Syracuse
University in Syracuse, New York.
Edward C. Ross
Director since 2002
Dr. Ross has been a Director since June 2002. He is currently
retired, having previously served as President (2000 through
December 2004) and President Emeritus (January 2005 through
December 2005) of TSMC North America, the multi-billion dollar US
subsidiary of Taiwan Semiconductor Manufacturing Company Ltd., a
Taiwanese semiconductor manufacturer. Previously, he was Senior
Vice President of Synopsys, Inc., an electronic design automation
supplier, from 1998 to 2000, and President of Technology and
Manufacturing at Cirrus Logic, Inc., a semiconductor manufacturer,
from 1995 to 1998. Dr. Ross has been a Director of publicly-traded
semiconductor companies Volterra Semiconductor, Inc., since May,
2004, and Atmel Corporation since April 2008. Dr. Ross earned a
B.S.E.E. from Drexel Institute of Technology (now Drexel
University) in Philadelphia, Pennsylvania and a M.S.E.E., M.A., and
Ph.D. in Solid State Electronics from Princeton University in
Princeton, New Jersey.
David W. Sear
Director since 2003
Dr. Sear has been a Director since December 2003. He currently is
an independent consultant. Previously he was Chief Executive
Officer of Forte Design Systems, an EDA software provider, from
January 2006 through December 2006, and previously was the Chief
Executive Officer of NeoAxiom, Inc., a semiconductor manufacturer,
from February 2004 through December 2005. Prior to joining
NeoAxiom, Dr. Sear was an independent consultant from April 2003 to
February 2004. Dr. Sear also served as Chief Executive Officer of
Optics Networks from January 2002 to March 2003. Previously, he
served as President and Chief Executive Officer of Vaishali
Semiconductor (1999 to 2002), President and Chief Operating Officer
of Quality Semiconductor (1997 to 1999), President and Chief
Executive Officer of Integrated Circuit Systems (1994 to 1997),
President and Chief Operating Officer of Catalyst Semiconductor
(1991 to 1994), as well as senior management positions with Fujitsu
Microelectronics (1987 to 1991) and ICI Array Technology (1984 to
1987). Dr. Sear earned a B.Sc. in Electronic Engineering and a
Ph.D. in Solid State Physics and Quantum Mechanics from the
University of London in London, England.
John L. Sprague
Director since 1996
Dr. Sprague has been a Director since July 1996 and previously from
January 1994 until July 1995. He is a consultant and was President
of John L. Sprague Associates, a consulting company, from 1988
through 2002. He was President and Chief Executive Officer of
Sprague Electric Company, a manufacturer of electronics components,
from 1981 to 1987, and served in various technical and operations
positions with that company from 1959 to 1981. During the mid
1980s, when Dr. Sprague was President & CEO, Sprague Electric
Company employed more than 10,000 persons worldwide and had
revenues in excess of $500 million. Dr. Sprague is a Director of
MRA Labs, a private research and development and electronic
materials company and was a director of SIPEX Corporation, a
publicly-traded semiconductor company from 1993 until May 2004. Dr.
Sprague earned an A.B. in chemistry from Princeton University in
Princeton, New Jersey, and a Ph.D. in chemistry from Stanford
University in Stanford, California.
David L. Wittrock Director
since 2003
Mr. Wittrock has been a Director since June 2003. Mr. Wittrock has
been in private practice as a tax and financial consultant to high
technology and healthcare companies since October 2002. Previously,
he was Vice President, Finance and Business Affairs for Rioport,
Inc., an applications service provider for digital music
distribution, from 2000 through September 2002, and was a tax
partner at KPMG, LLP from 1988 to 1999 where he served as the
partner in charge of the tax practice professional standards for
the firm’s Northern California offices. Mr. Wittrock is the past
President of the Silicon Valley Chapter of Financial Executives
International. Mr. Wittrock earned a B.S. in Business
Administration, Accounting from Creighton University in Omaha,
Nebraska and a J.D. from Drake University in Des Moines, Iowa.
Your Vote Is Important, No Matter
How Many Or How Few Shares You Own.
If you have questions about how to
vote your shares, or need additional assistance, please contact the
firm assisting us in the solicitation of proxies:
INNISFREE M&A
INCORPORATED
Stockholders Call Toll-Free: (877)
456-3442
Banks and Brokers May Call
Collect: (212) 750-5833
IMPORTANT
We urge you NOT to sign any GOLD
proxy card sent to you by Dialectic Capital.
If you have already done so, you have
every legal right to change your vote by using the enclosed
WHITE proxy card to vote TODAY—by telephone,
by Internet, or by signing, dating
and returning the WHITE proxy card
in the postage-paid envelope
provided.
About California Micro Devices Corporation
California Micro Devices Corporation is a leading supplier of
application specific analog and mixed signal semiconductor products
for the mobile handset, high brightness LED (HBLED), digital
consumer electronics and personal computer markets. Key product
lines include protection devices for mobile handsets, HBLEDs,
digital consumer electronics products and personal computers and
mixed signal ICs for mobile handset displays. Detailed corporate
and product information may be accessed at http://www.cmd.com.
Forward Looking Statement Disclaimer
All statements contained in this release that are not historical
facts are forward-looking statements which are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. They 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, our
actual results may differ materially from the statements made.
Often such statements can be identified by their use of words such
as will, intends, expects, plans, believes, anticipates, and
estimates. Forward-looking statements made in this release include
that the mobile handset, high brightness LED, and digital consumer
electronics markets on which we focus are high-growth markets; that
our focus on these markets provides us with opportunity to grow
even in down markets; that we have an opportunity to increase
market share in these markets due in part to our strong product
portfolio; that we have financial staying power to invest in the
future; our near priorities, including those relating to financial
performance such as revenue growth and returning to positive
operating cash flow and profitability; and that we have the right
plan and team to reach our goals and continue to create significant
stockholder value. These forward-looking statements 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 our customers experience the
demand we anticipate for their products, whether there is
increasing economic stability, whether the designed performance of
our devices satisfies our customers' requirements so that they
continue to design our devices into their products, whether our
devices perform to their design specification, whether competitors
introduce devices at lower prices than our devices causing price
erosion and/or loss of market share for us, whether we encounter
any difficulty in obtaining the requisite supply of quality product
from our contract manufacturers, contract assemblers and test
houses without interruption or unanticipated price increases,
whether we have success in our R&D programs, and whether we
incur unexpected operating expenses or obstacles to our cost
reductions as well as the risk factors detailed in the company's
Form 8K, 10K, and 10Q filings with the Securities and Exchange
Commission. Due to these and other risks, the company's future
actual results could differ materially from those discussed above.
These forward-looking statements speak only as to the date of this
release, and, except as required by law, we undertake no obligation
to publicly release updates or revisions to these statements
whether as a result of new information, future events, or
otherwise.
Additional Information
This letter to stockholders is intended to be mailed to
stockholders on or about August 4, 2009, and was made publicly
available via news release on July 31, 2009.
In connection with its 2009 annual meeting of stockholders,
California Micro Devices Corporation filed a cover letter to
stockholders, notice of annual meeting, and definitive proxy
statement with the Securities and Exchange Commission (“SEC”) on
July 29, 2009. STOCKHOLDERS OF CALIFORNIA MICRO DEVICES CORPORATION
ARE URGED TO READ THE COVER LETTER TO STOCKHOLDERS, NOTICE OF
ANNUAL MEETING, AND DEFINITIVE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders can obtain free copies of the cover letter to
stockholders, notice of annual meeting, and definitive proxy
statement and other relevant documents when they become available
by contacting investor relations at ir@calmicro.com, or by mail at
California Micro Devices Corporation Investor Relations, 490 N.
McCarthy Blvd., No. 100, Milpitas, CA 95051, or by telephone at 1-
408-934-3144. In addition, documents filed with the SEC by
California Micro Devices Corporation are available free of charge
at the SEC’s website at www.sec.gov. Furthermore, such documents
and the annual report to stockholders and other information related
to the annual meeting can be viewed on-line at
http://annualmeeting.cmd.com
California Micro Devices Corporation and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of California Micro
Devices Corporation in connection with the 2009 annual meeting of
stockholders. Information regarding the special interests of these
directors and executive officers in the proposed election of
directors is included in California Micro Devices Corporation’s
definitive proxy statement for its 2009 annual meeting which is
available free of charge at the SEC’s website at www.sec.gov and at
http://annualmeeting.cmd.com and from Investor Relations at
California Micro Devices Corporation as described above.
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