S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 2007

REGISTRATION NO.                     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CALIFORNIA MICRO DEVICES CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	94-2672609
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
490 NORTH MCCARTHY BLVD #100 MILPITAS, CALIFORNIA	95035-5112
(Address of principal executive offices)	(Zip Code)

1995 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED

Full title of the plan

ROBERT V. DICKINSON PRESIDENT AND CHIEF EXECUTIVE OFFICER CALIFORNIA MICRO DEVICES CORPORATION 490 NORTH MCCARTHY BLVD #100 MILPITAS, CALIFORNIA 95035 (408) 263-3214	COPY TO: STEPHEN M. WURZBURG, ESQ PILLSBURY WINTHROP SHAW PITTMAN LLP 2475 HANOVER STREET PALO ALTO, CA 94304 (650) 233-4500
(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

TITLE OF SECURITIES TO BE REGISTERED(1)	AMOUNT TO BE REGISTERED(2)	PROPOSED MAXIMUM OFFERING PRICE PER SHARE	PROPOSED MAXIMUM AGGREGATE PRICE	AMOUNT OF REGISTRATION FEE
Common Stock to be issued under the 1995 Employee Stock Purchase Plan, as amended	450,000	$3.96 (3)	$1,782,000	$54.71

(1) The securities to be registered include options and rights to acquire no par value common stock (“Common Stock”).

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without the receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(3) Estimated pursuant to Rule 457(h) under the Securities Act solely for the purposes of calculating the registration fee, based upon the average of the high and low sales prices of the Registrant’s Common Stock on the NASDAQ National Market on November 7, 2007.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE WITH RULE 462 UNDER THE SECURITIES ACT.

INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

GENERAL INSTRUCTION E INFORMATION

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

The Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on September 2, 2003 (File No. 333-108443); December 24, 2002 (333-102199); November 12, 1999 (File No. 33-90919); August 19, 1998 (File No. 61833); January 27, 1998 (File No. 333-44959); and August 17, 1995 (File No. 033-61907) are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007, filed on June 12, 2007.

(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2007 and September 30, 2007 filed on August 9, 2007 and November 9, 2007, respectively.

(c) The Registrant’s Current Reports on Form 8-K dated April 24, 2007 (which was filed on April 30, 2007); May 17, 2007 (which was filed on May 23, 2007) and June 29, 2007 (which was filed on July 9, 2007).

(d) The description of Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on March 2, 1987, including any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Stephen M. Wurzburg, a partner at Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, owns 25,000 shares of Common Stock of the Registrant.

ITEM 8. EXHIBITS.

See Index to Exhibits, which list of exhibits is incorporated herein by reference.

1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on the 9^th day of November, 2007.

CALIFORNIA MICRO DEVICES CORPORATION
By	/s/    Robert V. Dickinson
	Robert V. Dickinson
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby make, constitute and appoint Robert V. Dickinson and Kevin J. Berry, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

NAME	TITLE	DATE
/s/    Robert V. Dickinson         Robert V. Dickinson	Director, President and Chief Executive Officer (Principal Executive Officer)	November 9, 2007
/s/    Kevin J. Berry         Kevin J. Berry	Chief Financial Officer (Principal Financial and Accounting Officer)	November 9, 2007
Wade F. Meyercord	Chairman of the Board	November   , 2007
Edward C. Ross	Director	November   , 2007
/s/    David W. Sear         David W. Sear	Director	November 9, 2007
/s/    John L. Sprague         John L. Sprague	Director	November 9, 2007
/s/    David L. Wittrock         David L. Wittrock	Director	November 9, 2007

II-2

INDEX TO EXHIBITS

Exhibit Number	Exhibit
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP
23.1	Consent of Grant Thornton, LLP, Independent Registered Public Accounting Firm
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1)
24.1	Powers of Attorney (see page 2)

EX-5.1

EXHIBIT 5.1

[Pillsbury Winthrop Shaw Pittman LLP Letterhead]

November 9, 2007

California Micro Devices Corporation

490 North McCarthy Boulevard, Suite 100

Milpitas, California 95035-5112

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel for California Micro Devices Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) relating to the registration under the Securities Act of 1933 (the “Act”) of 450,000 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”), issuable pursuant to the Company’s 1995 Employee Stock Purchase Plan, as amended (the “Plan”).

We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be legally issued, fully paid and nonassessable. This opinion is limited to matters governed by the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ PILLSBURY WINTHROP SHAW PITTMAN LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated June 8, 2007, accompanying the consolidated financial statements and schedule of California Micro Devices Corporation (which report expressed an unqualified opinion and contains an explanatory paragraph about California Micro Devices Corporation’s adoption of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment”) and management’s report on the effectiveness of internal control, included in the Annual Report of California Micro Devices Corporation on Form 10-K for the year ended March 31, 2007, which are incorporated by reference in this Registration Statement on Form S-8 pertaining to the 1995 Employee Stock Purchase Plan, as amended. We consent to the incorporation by reference in this Registration Statement of the aforementioned reports.

/s/ Grant Thornton LLP

San Jose, California

November 8, 2007