U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/A

Amendment No. 2

For the fiscal year ended: March 31, 2002

OR

For the transition period from                      to                     

Commission File Number: 0-15449

CALIFORNIA MICRO DEVICES CORPORATION

(Exact name of registrant as specified in its charter)

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.

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:

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.

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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.

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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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