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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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Form 10-K/A

Amendment No. 2 to



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended: March 31, 2003



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission File Number: 0-15449



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CALIFORNIA MICRO DEVICES CORPORATION

(Exact name of registrant as specified in its charter)



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|                                              |  |                                 
|--------------------------------------------- |  | --------------------------------
|California                                    |  | 94-2672609                      
|(State or other jurisdictionof incorporation) |  | (IRS EmployerIdentification No.)
|                                              | 
|430 North McCarthy Blvd #100, Milpitas, CA    |  | 95035-5112                      
|(Address of principal executive offices)      |  | (Zip code)                      



Registrants
telephone number, including area code:

(408) 263-3214



Securities registered pursuant to Section 12(b) of the Act:

None



Securities registered pursuant to Section 12(g) of the Act:

Common Stock



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K (Section 209.405 of this chapter) is not contained herein, and will not be contained to the best of registrants
knowledge, in any definitive proxy or information statement incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. Yes x No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ̈No x



The approximate aggregate
market value of the registrants common stock held by non-affiliates as of September 30, 2002 (the last business day of the registrants most recently completed second fiscal quarter) was $38.0 million based on the closing price for the
common stock on the Nasdaq National Market on such date.



For
purposes of this disclosure, common stock held by persons who hold more than 5% of the outstanding voting shares and common stock held by executive officers and directors of the Registrant have been excluded in that such persons may be deemed to be
affiliates as that term is defined under the rules and regulations promulgated under the Securities Act of 1933. This determination of affiliate status is not necessarily a conclusive determination for other purposes.



As of May 30, 2003, the number of shares of the Registrants common
stock outstanding was 15,887,606.



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DOCUMENTS INCORPORATED BY REFERENCE



The Proxy Statement for the Registrants Annual Meeting of Shareholders held August 8, 2003.



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EXPLANATORY NOTE



Registrant hereby amends Item 15 of Part IV to replace Exhibit 23.1, Consent of Ernst & Young, LLP, Independent
Registered Public Accounting Firm with the attached Exhibit 23.1 which corrects the list of registration statements into which such firm consents that its report included in the Form 10-K/A (Amendment No. 1) be incorporated by reference by adding
certain Form S-3 registration statements to such list.





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PART IV



|ITEM 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K.
|-------- | ----------------------------------------------------------------



The following documents are filed as a part of this Report:



| | (a) | 1. See Item 8 for a list of financial statements filed herein.
| | --- | --------------------------------------------------------------



| | 2. | See Item 8 for a list of financial statement schedules filed. All other schedules have been omitted because they are not applicable or the required information is shown in the
Financial Statements or the notes thereto.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Exhibit Index:
| | -- | --------------



The exhibits listed below are filed herewith or incorporated by reference as indicated pursuant to Regulation S-K. The exhibit number refers to number
indicated pursuant to the Instructions to the Exhibit Table for Regulation S-K.



|              |  |                                                                                                                                                 |  |                                                                                                                               
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                     |  | Document if Incorporated by Reference                                                                                         
|              |  |                                                                                                                                                
|3(i)a         |  | Articles of Incorporation, as amended.                                                                                                          |  | Exhibit 3(i) to the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 1995.                            
|              |  |                                                                                                                                                
|3(i)b         |  | Certificate of Correction of Certificate of Amendment of Articles of Incorporation                                                              |  | Exhibit 3(I)b to the Companys Annual Report on Form 10-K for the year ended March 31, 2002 filed on June 25, 2002.           
|              |  |                                                                                                                                                
|3(i)c         |  | Certificate of Determination of Series A Participating Preferred Stock                                                                          |  | Registration Statement on Form 8-A filed on September 21, 2001.                                                               
|              |  |                                                                                                                                                
|3(ii)         |  | By-laws, as amended.                                                                                                                            |  | Exhibit 3(ii) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 filed on August, 14, 2002.   
|              |  |                                                                                                                                                
|4.1           |  | 1995 Employee Stock Option, Amended as of July 26, 1996, July 18, 1997, August 7, 1998, August 1, 2000, and August 7, 2001                      |  | Registration Statement on Form S-8 filed on May 15, 2002.                                                                     
|              |  |                                                                                                                                                
|4.2           |  | 1995 Non-Employee Directors Stock Option Plan, Amended as of July 26, 1006, July 18, 1997, August 7, 1998, August 1, 2000, and August 7, 2001. |  | Registration Statement on Form S-8 filed on May 15, 2002.                                                                     
|              |  |                                                                                                                                                
|4.3           |  | Stock Purchase Agreement dated November 21, 2001 between the Company and Investors.                                                             |  | Exhibit 4.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 filed on February 14, 2002.
|              |  |                                                                                                                                                
|4.4           |  | Non-Qualified Stock Option Agreement by and between the Company and David E. Witkowski dated September 7, 2001.                                 |  | Registration Statement on Form S-8 filed on May 15, 2002.                                                                     
|              |  |                                                                                                                                                
|4.5           |  | Non-Qualified Stock Option Agreement by and between the Company and Kenneth E. Thornbrugh dated as of January 24, 2002.                         |  | Registration Statement on Form S-8 filed on May 15, 2002.                                                                     





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|      |  |                                                                                                                                                                                                                              |  |                                                                                                                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------
|4.6   |  | Offer letter dated March 29, 2001 between the Company and Robert V. Dickinson, President and CEO of the Company.                                                                                                             |  | Exhibit 1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 filed on August 14, 2001.           
|      |  |                                                                                                                                                                                                                             
|4.7   |  | Stock Option Agreement dated April 16, 2001, between the Company and Robert V. Dickinson, President and CEO of the Company.                                                                                                  |  | Exhibit 2 to the Companys Quarterly ReportOn Form 10-Q for the quarter ended June 30, 2001 filed on August 14, 2001.            
|      |  |                                                                                                                                                                                                                             
|10.11 |  | Commitment letter from Comerica Bank.                                                                                                                                                                                        |  | Exhibit 10.11 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed on November 14, 2001.
|      |  |                                                                                                                                                                                                                             
|10.12 |  | Wafer Manufacturing Agreement between the Company and Advanced Semiconductor Manufacturing Corporation, dated February 20, 2002. (Confidential treatment has been requested with respect certain
portions of this agreement. |  | Exhibit 10.12 to the Companys Annual Report on Form 10-K for the year ended March 31, 2002 filed on June 25, 2002.              
|      |  |                                                                                                                                                                                                                             
|10.13 |  | Loan and Security Agreement by and between Silicon Valley Bank and the Company, dated June 17, 2002.                                                                                                                         |  | Exhibit 10.13 to the Companys Annual Report on Form 10-K for the year ended March 31, 2002 filed on June 25, 2002.              
|      |  |                                                                                                                                                                                                                             
|10.14 |  | Loan Default Agreement with Silicon Valley Bank.                                                                                                                                                                             |  | Exhibit 10.15 to the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2002 filed on February 14, 2003. 
|      |  |                                                                                                                                                                                                                             
|10.15 |  | Stock and Warrant Purchase Agreement from November, 2002 Private Placement.                                                                                                                                                  |  | Exhibit 10.16 to the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2002 filed on February 14, 2003. 
|      |  |                                                                                                                                                                                                                             
|10.16 |  | Placement Agency Agreement for November, 2002 Private Placement.                                                                                                                                                             |  | Exhibit 10.17 to the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2002 filed on February 14, 2003. 
|      |  |                                                                                                                                                                                                                             
|10.17 |  | License Agreement and its First Amendment with Flip Chip Technologies.                                                                                                                                                       |  | Exhibit 10.14 to the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2002 filed on February 14, 2003. 
|      |  |                                                                                                                                                                                                                             
|23.1  |  | +^ Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm                                                                                                                                              |  |                                                                                                                                  
|      |  |                                                                                                                                                                                                                             
|31.1  |  | += Rule 13a-14(a)/15d-14(a) Certification of Robert V. Dickinson, principal executive officer                                                                                                                                |  |                                                                                                                                  
|      |  |                                                                                                                                                                                                                             
|31.2  |  | += Rule 13a-14(a)/15d-14(a) Certification of R. Gregory Miller, principal financial officer                                                                                                                                  |  |                                                                                                                                  
|      |  |                                                                                                                                                                                                                             
|32.1  |  | +   Statement of Robert V. Dickinson, Chief Executive Officer, under 18 U.S.C. § 1350                                                                                                                                        |  |                                                                                                                                  
|      |  |                                                                                                                                                                                                                             
|32.2  |  | +   Statement of R. Gregory Miller, Chief Financial Officer, under 18 U.S.C. § 1350                                                                                                                                          |  |                                                                                                                                  



|+ | Previously submitted with Amendment No. 1 to Form 10-K
|- | ------------------------------------------------------



|^ | Replacement exhibit is attached to this Amendment
|- | -------------------------------------------------



|= | Supplemental exhibit relating to this Amendment is attached to this Amendment
|- | -----------------------------------------------------------------------------



(b) Reports on Form 8-K:



On March 13, 2003, we filed a Form 8-K under Item 5, including the risk factors from our S-3 declared effective February 25, 2003, in order that they
could be incorporated by reference into our other pending registration statements.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Registrants Proxy Statement in connection with its August 8, 2003 Annual Meeting of Shareholders (which will be filed with the Securities and Exchange Commission within 120 days of the end of the
fiscal year ended March 31, 2003) are incorporated by reference into Part III.





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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 2nd day of September 2004.



CALIFORNIA MICRO DEVICES CORPORATION (Registrant)By:

/S/ ROBERT V. DICKINSONRobert V. Dickinson President and Chief Executive Officer




Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 2nd day of September 2004.



By:



|                                           |  |                                                                                            
|------------------------------------------ |  | -------------------------------------------------------------------------------------------
|                                           | 
|/S/ ROBERT V. DICKINSONRobert V. Dickinson |  | President and Chief Executive Officer(Principal Executive Officer)                         
|                                           | 
|/S/ R. GREGORY MILLERR. Gregory Miller     |  | Vice President Finance & Chief FinancialOfficer (Principal Financial and AccountingOfficer)
|                                           | 
|/S/ WADE MEYERCORD*Wade Meyercord          |  | Chairman of the Board                                                                      
|                                           | 
|/S/ EDWARD C. ROSS*Edward C. Ross          |  | Director                                                                                   
|                                           | 
|/S/ JOHN SPRAGUE*John Sprague              |  | Director                                                                                   
|                                           | 
|/s/ DAVID L. WITTROCK*David L. Wittrock    |  | Director                                                                                   



|* | By Robert V. Dickinson, attorney-in-fact
|- | ----------------------------------------