U.S.
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



Form 10-K/A



Amendment No. 2



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



For the fiscal year ended: March 31, 2002



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



CALIFORNIA MICRO DEVICES CORPORATION

(Exact name of registrant as specified in its charter)



|California                                     |  | 94-2672609                       
|---------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation) |  | (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



Securities registered pursuant to Section 12(b) of the Act: None



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



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 ̈



The aggregate market value of the voting stock held by non-affiliates of the Registrant as of May 31, 2002, was approximately $50.4 million based upon the last sale price of the common stock reported
for such date on the Nasdaq National Market System. 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 31, 2002, the number of shares of the Registrants common stock outstanding were 13,905,590.



DOCUMENTS INCORPORATED BY REFERENCE



The Proxy Statement for the Registrants Annual Meeting of Shareholders to be held August 7, 2002.



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EXPLANATORY NOTE



Registrant hereby amends Item 14 of Part IV to include Exhibit 4.8 which was used for certain management
level employees who elected to participate in the Registrants deferred compensation plan during the period from April, 1997 through December 31, 2002, at which time such plan and all such agreements were terminated. Registrant also hereby
amends Item 14 of Part IV to replace Exhibit Number 10.12 with the attached Exhibit Number 10.12 to reflect changes in those portions of such exhibit which have been redacted in connection with the Registrants request for confidential
treatment. These changes in the redactions were made in response to comments that the Registrant received from the SEC regarding its confidential treatment request. A complete copy of Exhibit 4.8 and a revised copy of Exhibit 10.12 are attached
hereto.



ITEM 14.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.



|Exhibit Number |  | 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 10K for the fiscal year ended March 31, 1995.                             
|3(i)b          |  | Certificate of Correction of Certificate of Certificate of Amendment of Articles of Incorporation                                               |  |                                                                                                                               
|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 Annual Report on Form 10K for the fiscal year ended March 31, 1995 and filed
herewith.         
|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  
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|4.7  
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|4.8  
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|10.11
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|10.12
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|10.13
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|23.1 



|* |  | Previously filed with the Form 10-K for the fiscal year ended March 31, 2002.
|- |  | -----------------------------------------------------------------------------

|** |  | Confidential treatment has been requested with respect to certain portions of this exhibit.
|-- |  | -------------------------------------------------------------------------------------------



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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 24th day of February, 2003.



|CALIFORNIA MICRO DEVICES CORPORATION (Registrant) |  |                                                                                             |  | 
|------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | 
|                                                 
|By:                                               |  | /s/    Robert V. Dickinson                                                                  |  | 
|                                                  |  | ROBERT V. DICKINSON President and Chief Executive Officer                                   |  | 
|                                                 
|By:                                               |  | /s/    Kenneth E. Thornbrugh                                                                |  | 
|                                                  |  | KENNETH E. THORNBRUGH Vice President Finance & Administration (Principal Financial Officer) |  | 



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CERTIFICATIONS



I, Robert
V. Dickinson, certify that:



1.    I have reviewed this Amendment No. 2 on Form 10-K/A (the Amendment) to Annual Report on Form 10-K for the fiscal year ended March 31, 2002, of California Micro Devices Corporation, a California
corporation; and



2.    Based
on my knowledge, this Amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this Amendment.



Date:    February 24, 2003



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CERTIFICATIONS



I, Kenneth
E. Thornbrugh, certify that:



1.    I have reviewed this Amendment No. 2 on Form 10-K/A (the Amendment) to Annual Report on Form 10-K for the fiscal year ended March 31, 2002, of California Micro Devices Corporation, a California
corporation; and



2.    Based
on my knowledge, this Amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this Amendment.



Date:    February 24, 2003



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