-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DHV8b6+ky12DblUUCquAxbGxSqxOVzNCjvUlexPqvJcQcDFcVxXir/5unH3bXrbo C7Y/PewnOtlb4MXYx7FFQg== 0000906344-04-000071.txt : 20040212 0000906344-04-000071.hdr.sgml : 20040212 20040212153031 ACCESSION NUMBER: 0000906344-04-000071 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA MICRO DEVICES CORP CENTRAL INDEX KEY: 0000800460 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 942672609 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42210 FILM NUMBER: 04591275 BUSINESS ADDRESS: STREET 1: 430 N. MCCARTHY BLVD STREET 2: SUITE 100 CITY: MILPITAS STATE: CA ZIP: 90535 BUSINESS PHONE: 4082633214 MAIL ADDRESS: STREET 1: 430 N. MCCARTHY BLVD STREET 2: SUITE 100 CITY: MILPITAS STATE: CA ZIP: 90535 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBUS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001042113 IRS NUMBER: 943262667 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MONTGOMERY STREET STREET 2: SUITE 3300 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G/A 1 cmdc13g.txt AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) CALIFORNIA MICRO DEVICES CORPORATION ------------------------------------ (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 130439 10 2 ----------- (CUSIP Number) December 31, 2003 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 130439 10 2 SCHEDULE 13G Page 2 of 12 1 Name of Reporting Person COLUMBUS CAPITAL MANAGEMENT, LLC IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power *92,500 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power *92,500 9 Aggregate Amount Beneficially Owned by Each Reporting Person *92,500 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 0.5% 12 Type of Reporting Person IA *Warrants to acquire shares of Common Stock that are immediately exercisable or exercisable within 60 days. CUSIP No. 130439 10 2 SCHEDULE 13G Page 3 of 12 1 Name of Reporting Person Matthew D. Ockner IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States NUMBER OF 5 Sole Voting Power 0 SHARES BENEFICIALLY 6 Shared Voting Power *92,500 OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power *92,500 9 Aggregate Amount Beneficially Owned by Each Reporting Person *92,500 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 0.5% 12 Type of Reporting Person IN/HC *Warrants to acquire shares of Common Stock that are immediately exercisable or exercisable within 60 days. CUSIP No. 130439 10 2 SCHEDULE 13G Page 4 of 12 1 Name of Reporting Person COLUMBUS CAPITAL PARTNERS, L.P. IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California NUMBER OF 5 Sole Voting Power *75,000 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power *75,000 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person *75,000 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 0.4% 12 Type of Reporting Person PN *Warrants to acquire shares of Common Stock that are immediately exercisable or exercisable within 60 days. CUSIP No. 130439 10 2 SCHEDULE 13G Page 5 of 12 1 Name of Reporting Person COLUMBUS CAPITAL OFFSHORE FUND, LTD. IRS Identification No. of Above Person 2 Check the Appropriate Box if a member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Cayman Islands NUMBER OF 5 Sole Voting Power *17,500 SHARES BENEFICIALLY 6 Shared Voting Power 0 OWNED BY EACH REPORTING 7 Sole Dispositive Power *17,500 PERSON WITH 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person *17,500 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 0.1% 12 Type of Reporting Person OO *Warrants to acquire shares of Common Stock that are immediately exercisable or exercisable within 60 days. CUSIP No. 130439 10 2 SCHEDULE 13G Page 6 of 12 Item 1(a). Name of Issuer: -------------- California Micro Devices Corporation Item 1(b). Address of Issuer's Principal Executive Offices: ----------------------------------------------- 430 N. McCarthy Blvd., #100 Milpitas, California 95035 Item 2(a). Names of Persons Filing: ----------------------- Columbus Capital Management, LLC ("CCM") Matthew D. Ockner ("Matthew D. Ockner") Columbus Capital Partners, L.P. ("CCP") Columbus Capital Offshore Fund, Ltd. ("Columbus Offshore") Item 2(b). Address of Principal Business Office or, if none, Residence: ----------------------------------------------------------- The business address of each reporting person is One Montgomery Street, Suite 3300, San Francisco, California 94104. Item 2(c). Citizenship: ----------- Reference is made to Item 4 of each of the cover pages of this Schedule 13G, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities: ---------------------------- Common Stock Item 2(e). CUSIP Number: ------------ 130439 10 2 Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). CUSIP No. 130439 10 2 SCHEDULE 13G Page 7 of 12 (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [x] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F); (g) [x] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with section 240.13d- 1(b)(1)(ii)(J). If this statement is filed pursuant to Section 240.13d-1(c), check this box. [x] Item 4. Ownership. --------- Reference is hereby made to Items 5-9 and 11 of each of the cover pages to this Schedule 13G, which Items are incorporated by reference herein. CCM as general partner of CCP and investment manager of Columbus Offshore, and Matthew D. Ockner as managing member of CCM, may be deemed to beneficially own the shares owned by CCP and Columbus Offshore in that they may be deemed to have the power to direct the voting or disposition of the shares. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that either CCM or Mr. Ockner is, for any purpose, the beneficial owner of any such securities to which this Schedule relates, and CCM and Mr. Ockner disclaim beneficial ownership as to the warrants to acquire the 92,500 shares and the underlying shares, except to the extent of their respective pecuniary interests therein. CCM is an Investment Adviser. Matthew D. Ockner and CCM are the only reporting persons that are a parent holding company or control person. CUSIP No. 130439 10 2 SCHEDULE 13G Page 8 of 12 Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, directors, executive officers, members and/or shareholders of the foregoing entities might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. Item 5. Ownership of Five Percent or Less of a Class. -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x]. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. -------------------------------------------------------- Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. --------------------------------------------------------- See Exhibit B. Item 8. Identification and Classification of Members of the Group. --------------------------------------------------------- Not applicable. Item 9. Notice of Dissolution of Group. ------------------------------ Not applicable. Item 10. Certifications. -------------- By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 130439 10 2 SCHEDULE 13G Page 9 of 12 Signature --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 11, 2004 COLUMBUS CAPITAL MANAGEMENT, LLC By: /s/ Matthew D. Ockner ---------------------------------- Matthew D. Ockner, Managing Member By signing below, each of the undersigned certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 11, 2004 COLUMBUS CAPITAL PARTNERS, L.P. By: Columbus Capital Management, LLC, its General Partner By: /s/ Matthew D. Ockner ---------------------------------- Matthew D. Ockner, Managing Member COLUMBUS CAPITAL OFFSHORE FUND, LTD. By: Columbus Capital Management, LLC, its Investment Manager By: /s/ Matthew D. Ockner ---------------------------------- Matthew D. Ockner, Managing Member MATTHEW D. OCKNER /s/ Matthew D. Ockner --------------------- Matthew D. Ockner CUSIP No. 130439 10 2 SCHEDULE 13G Page 10 of 12 EXHIBIT INDEX ------------- Exhibit A Joint Filing Undertaking Page 11 Exhibit B Response to Item 7 Page 12 CUSIP No. 130439 10 2 SCHEDULE 13G Page 11 of 12 EXHIBIT A --------- JOINT FILING UNDERTAKING The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties. Dated: February 11, 2004 COLUMBUS CAPITAL MANAGEMENT, LLC By: /s/ Matthew D. Ockner ---------------------------------- Matthew D. Ockner, Managing Member COLUMBUS CAPITAL PARTNERS, L.P. By: Columbus Capital Management, LLC, its General Partner By: /s/ Matthew D. Ockner ---------------------------------- Matthew D. Ockner, Managing Member COLUMBUS CAPITAL OFFSHORE FUND, LTD. By: Columbus Capital Management, LLC, its Investment Manager By: /s/ Matthew D. Ockner ---------------------------------- Matthew D. Ockner, Managing Member MATTHEW D. OCKNER /s/ Matthew D. Ockner --------------------- Matthew D. Ockner CUSIP No. 130439 10 2 SCHEDULE 13G Page 12 of 12 EXHIBIT B --------- This Exhibit B is provided in response to Item 7 of this Schedule 13G with respect to Matthew D. Ockner. Matthew D. Ockner, as managing member of Columbus Capital Management, LLC, a California limited liability company ("CCM"), is a control person of CCM. CCM is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). -----END PRIVACY-ENHANCED MESSAGE-----