- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
September 01 2009 - 5:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant
¨
Filed by
a Party other than the Registrant
x
Check the
appropriate box:
o
Preliminary
Proxy Statement
¨
Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨
Definitive
Proxy Statement
x
Definitive
Additional Materials
o
Soliciting
Material Under Rule 14a-12
CALIFORNIA
MICRO DEVICES
CORPORATION
|
(Name
of Registrant as Specified in Its Charter)
|
|
DIALECTIC
CAPITAL MANAGEMENT, LLC
DIALECTIC
CAPITAL PARTNERS, LP
DIALECTIC
OFFSHORE, LTD.
DIALECTIC
ANTITHESIS PARTNERS, LP
DIALECTIC
ANTITHESIS OFFSHORE, LTD.
JOHN
FICHTHORN
LUKE
FICHTHORN
BRYANT
RILEY
J.
MICHAEL GULLARD
KENNETH
POTASHNER
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
x
No
fee required.
¨
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
¨
Fee
paid previously with preliminary materials:
¨
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
On July 30, 2009, Dialectic
Capital Management, LLC (“Dialectic Capital”), together with the other
participants named herein, made a definitive filing with the Securities and
Exchange Commission of a proxy statement and accompanying GOLD proxy card to be
used to solicit votes for the election of its slate of nominees as directors at
the 2009 annual meeting of stockholders of California Micro Devices
Corporation.
Item 1: On September 1,
2009, Dialectic Capital presented the following Slide Presentation to
RiskMetrics Group:
California Micro Devices Corp. (MM) (NASDAQ:CAMD)
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