UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.      )

(as filed)

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CALIFORNIA MICRO DEVICES CORPORATION

(Name of Registrant as Specified in Its Charter)

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Registrant today used the following slideshow in connection with a stockholder presentation. Registrant also posted this slideshow to its http://annualmeeting.cmd.com website under the stockholder presentation tab.

© 2009 CALIFORNIA MICRO DEVICES CORPORATION Focused on Building Shareholder Value August 2009

3 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Forward Looking Statements and Non-GAAP Financial Measure Use All items in this slideshow and all statements and responses to questions in the associated presentation which are not historical facts are forward-looking statements made in reliance upon a Federal securities law safe harbor.  Such forward-looking statements are not guarantees of future performance or events; rather they are based upon our current expectations, estimates, beliefs, and assumptions about the future, which may prove incorrect, and upon our goals and objectives, which may change.  Such forward-looking statements include our expectations for fiscal 2010 to grow market share, especially in Europe in Q2, to have positive cash flow in Q3, and to achieve non-GAAP profitability in Q4; our guidance for revenue and loss for fiscal 2010 Q2 and our expectation for revenue growth to continue in Q3 and Q4; our ability to grow in a slow economy by gaining market share in certain markets and taking advantage of growth in others; our action plan and current priorities; and the growth drivers and 2010 SAM for the protection market, which we believe is a large and growing opportunity.  These statements are subject to risks such as whether the global economy improves; whether our target markets and our penetration of them grow as anticipated with little price erosion; whether we are able to reduce costs to meet competition faster than product price declines; whether we encounter unanticipated expenses; whether we target the right areas for R&D and whether that R&D is successful as well as other risks and factors set forth in our fiscal 2010 first quarter Form 10-Q.  Therefore, actual events or our actual financial or other results may differ materially from those in the forward-looking statements.  We disclaim any duty to update such statements which speak only as of today.  Reference is made to our fiscal 2010 first quarter earnings release and August 4, 2010, Form 8-K for a discussion of our calculation and use of the non-GAAP profit or loss financial measure.

4 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Topics and Key Points • CMD overview • CMD has a history of responding successfully to macroeconomic challenges and evolving markets • CMD has a clear plan to build shareholder value by focusing on its core protection business to exploit the current large market opportunity • Dialectic has no plan and its nominees would not add value to the CMD Board • The CMD Board is highly qualified and has a strong commitment to sound corporate governance • Conclusion

© 2009 CALIFORNIA MICRO DEVICES CORPORATION CMD Overview

6 © 2009 CALIFORNIA MICRO DEVICES CORPORATION CMD Highlights • Five consecutive years of profit and positive operating cash flow through fiscal 2008 • Customer value proposition is more relevant than ever creating an opportunity to grow even in a slow economy • Addressing challenges with a clear action plan – Focused on returning to positive cash flow and profitability – Strengthening key customer relationships – Investing in key new products for high growth protection markets • Solid balance sheet means financial staying power and ability to invest in future • Committed to enhancing shareholder value and to sound corporate governance

7 © 2009 CALIFORNIA MICRO DEVICES CORPORATION What is a Protection Device? ESD Protection EMI Protection Signal Integrity

8 © 2009 CALIFORNIA MICRO DEVICES CORPORATION st st st st st st A Track Record of Innovation 2000 2008 2002 2004 2006 1 <1pF ESD 1 integration of CMOS & ESD 1   inductor based EMI filter 1   impedance matched ESD 1  CSPs for handsets 1   Praetorian III EMI filter

9 © 2009 CALIFORNIA MICRO DEVICES CORPORATION World Class Customers • All of the top 5 mobile handset manufacturers plus one of the leading smart phone manufacturers • 3 of the top 5 digital consumer manufacturers • One of the top HBLED manufacturers • All of the top 5 PC manufacturers • The leading printer manufacturer • Most leading ODMs and CEMS worldwide • And still growing…

10 © 2009 CALIFORNIA MICRO DEVICES CORPORATION A Global Presence

© 2009 CALIFORNIA MICRO DEVICES CORPORATION Successful Response to Macroeconomic Challenges and Evolving Markets

12 © 2009 CALIFORNIA MICRO DEVICES CORPORATION CMD Revenue 2001- H1 2009 $- $10 $20 $30 $40 $50 $60 $70 $80 FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY091H Annualized Mature PC/DCE Protection Low Cap Handset Protection HBLED Lighting Non-Core Display Controller New management team Market share loss by major customer and move away from CSP New customer and product traction

13 © 2009 CALIFORNIA MICRO DEVICES CORPORATION CMD Revenue Q1FY09 - Q2FY10E $- $2 $4 $6 $8 $10 $12 $14 $16 $18 Q1FY09 Q2FY09 Q3FY09 Q4FY09 Q1FY10 Q2FY10E Mature PC/DCE Protection Low Cap Handset Protection HBLED Lighting Non-Core Display Controller Impact of Recession Recovery Begins

14 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Responding to Challenges—2001 • Sharp drop in demand especially in telecom infrastructure • Two fabs, inhouse test and large excess inventory • Significant long term debt and negative net cash • Weak management team • Refocused on high volume growth markets and generated revenue growth • Outsourced manufacturing, resized company and restructured balance sheet • Paid off debt and built solid cash balance • Strengthened management team and overall organization Challenges Responses

15 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Responding to Challenges—2006/7 • Shift from Chip Scale Packages (CSP) to plastic by major handset customers • Inroads by ceramic filters • Loss of market share by major handset customer • Put in place a complete line of handset protection devices while continuing to promote advantages of CSP • Instituted major product cost reductions • Significantly broadened customer base including all of top five handset manufacturers Challenges Responses

16 © 2009 CALIFORNIA MICRO DEVICES CORPORATION 2001 versus 2009 • Most of revenue from telecom infrastructure and PC markets • Thousands of products— most old and generating little or no revenue • Two fabs and inhouse test • 300 plus employees • ($3.0 million) net cash* as of 3/31/01 • Most of revenue from mobile handset, consumer electronics and HBLED markets • Product portfolio tightly focused on market opportunities—vast majority of revenue from new products • Production fully outsourced • Fewer than 100 employees • $45.6 million net cash* as of 3/31/09 * Net cash: cash plus short term investment less indebtedness, both current and long-term portions, and capital leases.

© 2009 CALIFORNIA MICRO DEVICES CORPORATION A Clear Plan to Build Shareholder Value by Focusing on Our Core Protection Business

18 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Plan to Build Shareholder Value • Protection market represents a large and growing opportunity – Market share gains and secular growth in end markets, especially HBLED lighting, enable growth in a slow economy • Exiting display controller business allows us to focus all of our effort on exploiting protection opportunity while significantly lowering spending • Have also implemented other significant cost savings to accelerate return to positive cash flow and non- GAAP profitability

19 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Benefiting from Current Environment • Greater receptiveness of key customers to value proposition especially technology leadership and fabless business model economics—expect to grow market share, especially in Europe, starting in Q2 • Severe financial pressure on some competitors, especially those with fabs and heavy debt burdens, creates window of opportunity • Cost and space pressures leading to growing interest in CSP even at customers that had previously moved away from it • Greater leverage with suppliers together with process and design improvements helps boost gross margins

20 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Protection Growth Markets Mobile Handset Digital Consumer HBLED Lighting 2010 SAM $901M Source:  iSuppli, CMD Estimates

21 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Protection Market Growth Drivers • Rapid growth of the smart phone market • Secular growth in High Brightness LED lighting for the foreseeable future • Growing use of the High Definition Multimedia Interface (HDMI) in TVs, digital settops, Blu-ray Disk players, digital cameras, digital camcorders and videoconferencing  systems • The growing number of netbooks and ebooks that include cellular modems

22 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Protection Growth Markets

23 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Leading Edge Products • Praetorian® EMI filters – Provide the most advanced EMI suppression available for mobile phones and netbooks • LuxGuard™ ESD protection – Protection devices for High Brightness LED lighting applications • PicoGuard® and MediaGuard™ – ESD protection devices for the high speed HDMI® video interfaces used in digital TVs and set top boxes Strongest Product Portfolio and Pipeline in Company’s History

24 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Current Priorities • Continue to strengthen key customer relationships • Accelerate design win activity for leading edge products • Invest in key new products • Improve gross margin • Control spending • Return to positive cash flow and non-GAAP profitability!

25 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Outlook For the Future • Revenue bottomed in March quarter and grew slightly in June • Guided to accelerated growth in September based largely on market share gains • Expect growth to continue and to achieve positive cash flow in December quarter and non-GAAP profitability in March • Believe we can continue to gain market share in handsets and digital consumer and capitalize on long term secular growth in HBLED lighting

26 © 2009 CALIFORNIA MICRO DEVICES CORPORATION “We have a positive view of CMD’s decisive action to drive costs down in an effort to quickly return to positive operating cash flow… and profitability.” Wells Fargo Securities, August 5, 2009

© 2009 CALIFORNIA MICRO DEVICES CORPORATION Dialectic Has No Plan and its Nominees Would Not Add Value to the CMD Board

28 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Dialectic Offers No Plan or Ideas to Build Stockholder Value • Dialectic has presented opposing views on what the Company should pursue… – December 31, 2008: Dialectic calls for CMD to “return $33 million or $1.42 a share in a dividend to all stockholders and immediately engage an investment bank and begin a sale process of the Company” – July 30, 2009: Dialectic’s definitive proxy states that its nominees “are not committed to paying a large special cash dividend or pursuing a sale of the Company” – August 20, 2009: In a letter to CMD stockholders Dialectic said its nominees will join the Board “with a mandate to fully and objectively explore all strategic alternatives with one goal - the maximization of stockholder value” — generally understood to mean “sell the company” • … and whether it wants to control the Company  – March 4, 2009: Dialectic notified CMD of its intent to nominate four persons, including Bryant Riley, to the then six person Board, which would have constituted a majority – July 30, 2009: Dialectic’s definitive proxy lists three nominees (excluding Bryant Riley) for election, which would constitute a minority of the then seven person Board Dialectic has never offered a single concrete operational or financial step to improve CMD’s performance and profitability.

29 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Dialectic’s Proposal to Strip Cash from the Company Demonstrates its Ignorance of CMD’s Business • Our leading customers have made it clear that a strong balance sheet is critical to continue doing business with them • Cash not only allows us to survive an extended downturn but makes it possible for us to continue investing in the advanced technology and products that they want from us • “Electronics buyers must scrutinize the financials of key suppliers to make sure they will be able to survive the downturn.” Purchasing, January 15, 2009

30 © 2009 CALIFORNIA MICRO DEVICES CORPORATION • Dialectic refused to allow the CMD Board to assess the qualifications of its nominees unless the Company first agreed to accept them as directors • CMD has offered, if given the opportunity, to interview Dialectic’s nominees and add to the CMD Board either one of those nominees or a person suggested by another 5% or greater stockholder.  Dialectic rejected that offer and has since unilaterally stopped active negotiation Dialectic wants their own nominees on the CMD Board, regardless of their quality or experience The replacement of three CMD directors with Dialectic’s nominees would not enhance the experience or expertise of the Board; we are concerned that Dialectic nominees would act in the interest of Dialectic, not all CMD stockholders.

31 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Dialectic Nominees Have the Wrong or No Experience Dr. Ed Ross X John Fichthorn X J. Michael Gullard X X Kenneth Potashner Dialectic Nominees David Wittrock Dr. John Sprague Dr. David Sear Wade Meyercord Bob Dickinson Jon Castor CMD Nominees No Public Co. Experience Company Delisted While on Board Ousted as Public Company Executive History of Litigiousness • Mr. Potashner was terminated as Chairman, President and CEO of SONICblue, Incorporated just seven and a half months before the company filed for bankruptcy. director at Proxim Wireless Corp when the company was delisted from the NASDAQ exchange.  • Mr. Gullard was Chairman of DynTek Inc when it was delisted from the OTCBB as well as a

© 2009 CALIFORNIA MICRO DEVICES CORPORATION The CMD Board is Highly Qualified and Has a Strong Commitment to Sound Corporate Governance

33 © 2009 CALIFORNIA MICRO DEVICES CORPORATION CMD Nominees Score High in Right Experience and Expertise X X X Dr. Ed Ross X John Fichthorn X X J. Michael Gullard X X Kenneth Potashner Dialectic Nominees X X David Wittrock X X X X Dr. John Sprague X X X X Dr. David Sear X X X X X Wade Meyercord X X X Bob Dickinson X X X Jon Castor CMD Nominees Consulting Financial Background Executive at Other Public Company Member of Other Public Boards Industry *See appendix for further details regarding Director experience Every CMD nominee has many years of relevant industry experience and has served as either a director or senior executive of other public companies, with the exception of the Chairman of our Audit Committee, who has 21 years of experience at a leading accounting firm – The Dialectic nominees add nothing

34 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Committed to Strong Corporate Governance • Annually elected directors • Non-executive chairman • All directors are independent with the exception of Bob Dickinson, the Company’s President and CEO • Have regularly introduced fresh and diverse perspectives to the Board—most recently Jon Castor, who brings a deep background in corporate strategy • Regularly speak with CMD stockholders and consider their views with respect to the composition of the Board • As a result of communications with stockholders, recently eliminated stockholder rights plan This Board has successfully led CMD through challenging times in the past and is the right Board to lead CMD to renewed success in the future.

35 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Conclusion • CMD Board has an independent, experienced Board with the experience and skills needed to lead CMD to future success • CMD has a clear action plan to address challenges, build stockholder value and return to positive cash flow and profitability • Dialectic’s nominees would not enhance the experience or expertise of the Board and would act in the interest of Dialectic, not all CMD stockholders • Dialectic has not proposed any plan or ideas that would produce greater value for the Company

36 © 2009 CALIFORNIA MICRO DEVICES CORPORATION Appendix

37 © 2009 CALIFORNIA MICRO DEVICES CORPORATION KNOW YOUR DIRECTORS CALIFORNIA MICRO DEVICES HAS A HIGHLY EXPERIENCED, INDEPENDENT & QUALIFIED BOARD                        has been a member of our Board of Directors since July 2009. He has been a private investor and a member of public and private board of directors since June 2004. Previously, from August 2003 to June 2004, Mr. Castor was an executive with Zoran Corporation, a provider of digital solutions for applications in the digital entertainment and digital imaging markets, as the Senior Vice President and General Manager of Zoran’s DTV Division and then as a post-acquisition advisor to the CEO. From October 2002 to August 2003, Mr. Castor was the Senior Vice President and General Manager of the TeraLogic Group at Oak Technology Inc., a developer of integrated circuits and software for digital televisions and printers, which was acquired by Zoran. In 1996, Mr. Castor co-founded TeraLogic, Inc., a developer of digital television integrated circuits, software and systems, where he served in several capacities, including as its Chief Executive Officer and director from November 2000 to October 2002 when it was acquired, first by Oak Technology in 2002 for approximately $55 million and then indirectly in 2003 by Zoran when Zoran acquired Oak Technology. Mr. Castor has served as a director of publicly-traded Adaptec, Inc. (data storage hardware and software solutions) since July 2006; Omneon (video server and media storage equipment) since December 2006 and Chairman since April 2007; Staccato Communications (Ultra Wideband (UWB) silicon and software solutions) since the merger of Artimi and Staccato in November 2007; and publicly-traded Genesis Microchip from November 2004 until its sale to ST Microelectronics in January 2008. Mr. Castor earned a B.A. from Northwestern University in Evanston, Illinois and an MBA from Stanford University in Stanford California.                                     has been President, Chief Executive Officer, and a member of our Board of Directors since April 2001. From August 1999 to April 2001, he was Vice President and General Manager of the Optical Storage Division of Cirrus Logic, Inc., a semiconductor manufacturer, where, starting in 1992, he served in several other senior executive roles including President of its Japanese subsidiary. Previously, he held senior management positions at Western Digital Corporation, a semiconductor and disk drive manufacturer, from 1988 to 1992, following its acquisition of Verticom, Inc., where he served as President and Chief Executive Officer, from 1987 to 1988. Mr. Dickinson also served as a Director of Transmeta Corporation, a publicly-traded semiconductor company, from May 2005 though its acquisition by Novafora in January, 2009. Mr. Dickinson earned an A.B. in Physics from the University of California in Berkeley, California and an M.S. in Physics from the University of Washington in Seattle, Washington.  He also was a Sloan Fellow at the Stanford University Graduate School of Business in Stanford, California. Jon Castor Robert Dickinson

38 © 2009 CALIFORNIA MICRO DEVICES CORPORATION KNOW YOUR DIRECTORS •                                  has been Chairman of the Board since 1994 and a Director since December 1992. Mr. Meyercord has been President of and a consultant for Meyercord & Associates, Inc., a consulting firm primarily to publicly-traded companies about their management and director compensation, since 1987. From 1999 to 2002, he was Senior Vice President, Finance and Administration, and Chief Financial Officer of Rioport, Inc., an applications service provider for digital music distribution. Previously he was Senior Vice President of Diamond Multimedia Systems, Inc., a multimedia and connectivity products company, from 1997 to 1999, and Chief Executive Officer of Read-Rite Corp., an electronic data storage products company, from 1984 to 1987. Mr. Meyercord is a Director and member of the Audit, Compensation, and Nominating and Corporate Governance Committees of Microchip Technology, Incorporated, a publicly-traded $900 million semiconductor manufacturer, and a Director, Chairman of the Compensation Committee and member of the Nominating and Corporate Governance Committee of Endwave Corporation, a publicly-traded supplier of RF subsystems for broadband wireless devices. Mr. Meyercord earned a B.S. in Mechanical Engineering from Purdue University in West Lafayette, Indiana and a M.S. in Engineering Administration from Syracuse University in Syracuse, New York. •                         has been a Director since June 2002. He is currently retired, having previously served as President (2000 through December 2004) and President Emeritus (January 2005 through December 2005) of TSMC North America, the multi-billion dollar US subsidiary of Taiwan Semiconductor Manufacturing Company Ltd., a Taiwanese semiconductor manufacturer. Previously, he was Senior Vice President of Synopsys, Inc., an electronic design automation supplier, from 1998 to 2000, and President of Technology and Manufacturing at Cirrus Logic, Inc., a semiconductor manufacturer, from 1995 to 1998. Dr. Ross has been a Director of publicly-traded semiconductor companies Volterra Semiconductor, Inc., since May, 2004, and Atmel Corporation since April 2008. Dr. Ross earned a B.S.E.E. from Drexel Institute of Technology (now Drexel University) in Philadelphia, Pennsylvania and a M.S.E.E., M.A., and Ph.D. in Solid State Electronics from Princeton University in Princeton, New Jersey. Wade Meyercord Dr. Ed Ross CALIFORNIA MICRO DEVICES HAS A HIGHLY EXPERIENCED, INDEPENDENT &  QUALIFIED BOARD

39 © 2009 CALIFORNIA MICRO DEVICES CORPORATION CALIFORNIA MICRO DEVICES HAS A HIGHLY EXPERIENCED, INDEPENDENT & QUALIFIED BOARD KNOW YOUR DIRECTORS •                               has been a Director since December 2003. He currently is an independent consultant. Previously he was Chief Executive Officer of Forte Design Systems, an EDA software provider, from January 2006 through December 2006, and previously was the Chief Executive Officer of NeoAxiom, Inc., a semiconductor manufacturer, from February 2004 through December 2005. Prior to joining NeoAxiom, Dr. Sear was an independent consultant from April 2003 to February 2004. Dr. Sear also served as Chief Executive Officer of Optics Networks from January 2002 to March 2003. Previously, he served as President and Chief Executive Officer of Vaishali Semiconductor (1999 to 2002), President and Chief Operating Officer of Quality Semiconductor (1997 to 1999), President and Chief Executive Officer of Integrated Circuit Systems (1994 to 1997), President and Chief Operating Officer of Catalyst Semiconductor (1991 to 1994), as well as senior management positions with Fujitsu Microelectronics (1987 to 1991) and ICI Array Technology (1984 to 1987). Dr. Sear earned a B.Sc. in Electronic Engineering and a Ph.D. in Solid State Physics and Quantum Mechanics from the University of London in London, England.  •                                    has been a Director since July 1996 and previously from January 1994 until July 1995. He is a consultant and was President of John L. Sprague Associates, a consulting company, from 1988 through 2002. He was President and Chief Executive Officer of Sprague Electric Company, a manufacturer of electronics components, from 1981 to 1987, and served in various technical and operations positions with that company from 1959 to 1981. During the mid 1980s, when Dr. Sprague was President & CEO, Sprague Electric Company employed more than 10,000 persons worldwide and had revenues in excess of $500 million. Dr. Sprague is a Director of MRA Labs, a private research and development and electronic materials company and was a director of SIPEX Corporation, a publicly-traded semiconductor company from 1993 until May 2004. Dr. Sprague earned an A.B. in chemistry from Princeton University in Princeton, New Jersey, and a Ph.D. in chemistry from Stanford University in Stanford, California.  •                              has been a Director since June 2003. Mr. Wittrock has been in private practice as a tax and financial consultant to high technology and healthcare companies since October 2002. Previously, he was Vice President, Finance and Business Affairs for Rioport, Inc., an applications service provider for digital music distribution, from 2000 through September 2002, and was a tax partner at KPMG, LLP from 1988 to 1999 where he served as the partner in charge of the tax practice professional standards for the firm’s Northern California offices. Mr Wittrock is the past President of the Silicon Valley Chapter of Financial Executives International. Mr. Wittrock earned a B.S. in Business Administration, Accounting from Creighton University in Omaha, Nebraska and a J.D. from Drake University in Des Moines, Iowa.  Dr. David Sear Dr. John Sprague David Wittrock

40 © 2009 CALIFORNIA MICRO DEVICES CORPORATION ADDITIONAL INFORMATION In connection with its 2009 annual meeting of stockholders, California Micro Devices Corporation has established a website, http://annualmeeting.cmd.com, where stockholders may obtain information related to our annual meeting, including our proxy statement and annual report, and may vote.