8-K

UNITED STATES

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: January 5, 2009

(Date of earliest event reported)

California Micro Devices Corporation

(Exact name of registrant as specified in its charter)

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

490 N. McCarthy Blvd., No. 100, Milpitas, CA 95035-5112

(Address of principal executive offices) (Zip Code)

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

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

TABLE OF CONTENTS

Item 7.01 Regulation FD Disclosure	2
Item 9.01 Financial Statements and Exhibits	3
Signatures	4
Exhibit Index	5

1

Item 7.01 Regulation FD Disclosure

On January 5, 2009, Registrant’s Chairman of the Board sent the letter attached as Exhibit 99.1 to Dialectic Capital Management, LLC (“Dialectic”) in response to the letter attached as Exhibit C to the Schedule 13-D filed by Dialectic on December 31, 2008.

All statements contained in Exhibit 99.1 to this Form 8-K that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and 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, the Company’s actual results may differ materially from the statements made. Often such statements can be identified by their use of words such as may, will, intends, plans, believes, anticipates, visualizes, expects, and estimates. Examples of forward-looking statements in this Exhibit 99.1 include the Company’s beliefs that (1) its investment in new product R&D is crucial to the Company’s future success, (2) its strong cash position gives the Company a competitive edge over those of its competitors who are or soon will be experiencing liquidity issues, (3) the Company has solid plans for growth, driven by new products under development and potentially by acquisition of synergistic product lines or companies, (4) it is not in its stockholders’ interest to explore a sale of the Company when the stock market and its stock price is at close to its low point over the past several years and when the Company has solid plans for growth, (5) the Company is in a strong position to accomplish its growth and other goals, in part because of the cash it has been able to accumulate from its operations over the past four years, and (6) that distributing cash to stockholders now would impair the company’s ability to achieve its goals. These and other forward-looking statements in Exhibit 99.1 to this Form 8-K 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 the Company’s R&D program investment yields products with substantial associated customer demand; whether significant competitors of the Company are or will be experiencing liquidity issues; whether the Company is able to locate synergistic companies or product lines to acquire at attractive prices and whether the Company is able to successfully integrate any acquisition it makes; whether the Company is able to grow organically or through acquisition; and whether the Company’s stock price will increase in the future as well as the risk factors detailed in the Company’s Form 8-K, 10-K, and 10-Q filings with the Securities and Exchange Commission. Due to these and other risks, future actual results could differ materially from the Company’s expectations. These forward-looking statements speak only as to the date of this Form 8-K, and, except as required by law, the Company undertakes no obligation to publicly release updates or revisions to these statements whether as a result of new information, future events, or otherwise.

2

The information in this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1, Letter dated January 5, 2009, from Wade F. Meyercord, Registrant’s Chairman of the Board, to John Fichthorn, Managing Member of Dialectic Capital Management, LLC, is furnished pursuant to Item 7.01 of Form 8-K.

3

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 5^th day of January, 2009.

CALIFORNIA MICRO DEVICES CORPORATION (Registrant)
By:	/s/ ROBERT V. DICKINSON
	Robert V. Dickinson President and Chief Executive Officer

4

Exhibit Index

Exhibit	Description
99.1	Letter dated January 5, 2009, from Wade F. Meyercord, Registrant’s Chairman of the Board, to John Fichthorn, Managing Member of Dialectic Capital Management, LLC, is furnished pursuant to Item 7.01 of Form 8-K

5

EX-99.1

Exhibit 99.1

Dialectic Capital Management, LLC
Attention: John Fichthorn, Managing Member
875 Third Avenue, 15th Floor	January 5, 2009
New York, New York 10022

Dear Mr. Fichthorn:

I am responding on behalf of our board of directors to your letter of December 31, 2008.

We appreciate Dialectic Capital Management’s interest and support of CMD as a stockholder, as evidenced by it being a 5% beneficial owner since September 2007.

Our management and our board are continuously engaged in seeking ways to augment value for our stockholders and other constituencies. The strategic issues we have been considering include those raised in your letter, but we have come to different conclusions.

In general, we do not favor returning cash to stockholders as a dividend or via large share repurchases. Instead, we favor retaining CMD’s cash for operations, to show financial strength to our customers (important for our large OEM customers), for growth, for strategic flexibility, and as a reserve, especially in the current troubled economy. We did approve a small one-time buy-back program in August, 2008, of one million shares.

Until the third quarter of fiscal 2009, the company’s operating cash flow had been positive for sixteen consecutive quarters. For the third quarter our cash flow will be negative because of materially lower sales, which is something many semiconductor companies are experiencing, and because of our investment in new product research and development, such as our display controller chip. We believe our investment in new product R&D is crucial to our future success on behalf of all stakeholders and that our strong cash position gives us a competitive edge over those of our competitors who are or soon will be experiencing liquidity issues.

We also do not believe it is in our stockholders’ interest to explore a sale of the company when the stock market and our stock price is at close to its low point over the past several years and when the company has solid plans for growth, driven by new products under development and potentially by acquisition of synergistic product lines or companies. We believe that the company is in a strong position to accomplish its growth and other goals, in part because of the cash it has been able to accumulate from its operations over the past four years, and that distributing cash to stockholders now would impair the company’s ability to achieve its goals.

It should be noted that we are not addressing in this letter various other matters raised in your letter and that our not addressing them in this context should not be deemed in any manner to indicate our concurrence with the positions you took or the statements you made in your letter.

We have in the past offered to meet with you to discuss issues you wish to raise and we remain willing to do so under conditions allowed by SEC Regulation FD.

Very Truly Yours,

/s/ Wade F. Meyercord

Wade F. Meyercord

Chairman of the Board

California Micro Devices Corporation Ÿ 490 N. McCarthy Blvd. #100, Milpitas, CA 95035-5112

www.calmicro.com Ÿ Tel: 408.263-3214 Ÿ Fax: 408.263-7846