8-K

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: November 25, 2002

(Date of earliest event reported)

California Micro Devices Corporation

(Exact name of registrant as specified in its charter)

California	0-15449	94-2672609
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

430 N. McCarthy Blvd., Milpitas, CA 95035-5112

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 263-3214

Item 5.    Other Events.

On November 25 and 26, 2002, California Micro Devices Corporation (the “Company”), announced a private placement completed in two tranches which raised approximately $5.2 million through the sale of approximately 1.52 million Company common shares at $3.40 per share. The investors also received approximately 0.38 million three-year warrants to purchase Company common stock with an exercise price of $4.36 per share. A copy of the press releases issued by the Registrant on November 25 and 26, 2002, concerning the foregoing are filed herewith as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Item 7.    Financial Statements and Exhibits.

(c)  Exhibits

99.1	Press  release of Registrant dated November 25, 2002, is furnished at the end of this Current Report.
99.2	Press  release of Registrant dated November 26, 2002, is furnished at the end of this Current Report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 26, 2002

CALIFORNIA MICRO DEVICES CORPORATION
By	/s/    KENNETH E. THORNBRUGH
Name:	Kenneth E. Thornbrugh
Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated November 25, 2002 announcing a private placement raising $4.4 million, with another $0.7 million committed but not yet received.
99.2	Press release dated November 26, 2002, announcing the completion of the $5.2 million private placement due to receipt of the $0.7 million previously committed.

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

For More Information Contact:

Kenneth E. Thornbrugh, CFO

VP of Finance and Administration

408/934-3197

kent@calmicro.com

California Micro Devices Raises $4.4 Million Through Private Placement

MILPITAS, CA—November 25, 2002—California Micro Devices Corporation (Nasdaq: CAMD) today disclosed the sale of approximately 1.3 million common shares at $3.40 per share in a private placement primarily to institutional investors. Investors also received approximately 325,000 three-year warrants to purchase common stock with an exercise price of $4.36. CAMD has binding commitments for an additional approximately $700,000 of investment that it expects to receive by the end of this week. Several CAMD directors participated in the transaction. According to Robert V. Dickinson, president and CEO of California Micro Devices, the net proceeds from the private placement will be used for working capital and to reduce short-term debt. Needham and Company Inc. and Adams, Harkness & Hill Inc. served as placement agents for the offering.

California Micro Devices Corporation

California Micro Devices Corporation is a leading supplier of application-specific analog semiconductor products for the mobile, computing, and high-brightness LED lighting markets. Key products include application-specific integrated passive (ASIP^™) devices and power management ICs as well as silicon submounts for high brightness LEDs. Detailed corporate and product information may be accessed at www.calmicro.com.

# # #

EX-99.2

EXHIBIT 99.2

NEWS RELEASE

For More Information Contact:

Kenneth E. Thornbrugh, CFO

VP of Finance and Administration

408/934-3197

kent@calmicro.com

California Micro Devices Completes $5.2 Million Private Placement

MILPITAS, CA—November 26, 2002—California Micro Devices Corporation (Nasdaq: CAMD) announced today that it has received the approximately $700,000 of previously committed additional investment completing the private placement the company disclosed yesterday. Including the additional funds, the total transaction involved the sale of approximately 1.52 million common shares at $3.40 per share primarily to institutional investors. Investors also received approximately 380,000 three-year warrants to purchase common stock with an exercise price of $4.36. As noted in the company’s release yesterday, several CAMD directors participated in the transaction whose proceeds will be used for working capital and to reduce short term debt. Needham and Company Inc. and Adams, Harkness & Hill Inc. served as placement agents for the offering.

California Micro Devices Corporation

California Micro Devices Corporation is a leading supplier of application-specific analog semiconductor products for the mobile, computing, and high-brightness LED lighting markets. Key products include application-specific integrated passive (ASIP^™) devices and power management ICs as well as silicon submounts for high brightness LEDs. Detailed corporate and product information may be accessed at www.calmicro.com.

# # #