UNITED STATES SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15919 / September 30, 1998 Accounting and Auditing Enforcement Release No. 1083 / September 30, 1998 SECURITIES AND EXCHANGE COMMISSION v STEVEN J. HENKE AND CHAN M. DESAIGOUDAR, United States District Court for the Northern District of California, Civil Action No. 98-21004 JF. The Securities and Exchange Commission today announced the filing of a lawsuit against two former top officers of California Micro Devices Corporation for illegal insider trading and financial reporting fraud. The Commission filed its complaint in the Northern District of California on September 30, 1998, against Chan M. Desaigoudar, a resident of Los Gatos, California and the former chairman and chief executive officer of Cal Micro, and against Steven J. Henke, a resident of Danville, California and the company's former treasurer and principal financial officer. The Commission's complaint alleges that throughout Cal Micro's fiscal year ended June 30, 1994, Desaigoudar and Henke artificially inflated the company's publicly reported revenue by, among other things, directing employees to generate shipping invoices indicating that product had been shipped to customers when, in fact, the product had not been shipped or, in most cases, even manufactured. As a result, Cal Micro's financial statements, as incorporated in its quarterly reports on Form 10-Q for at least the third fiscal quarter of 1994 and its annual report on Form 10-K for the fiscal year ended June 30, 1994, were materially false and misleading. The complaint also alleges that Desaigoudar and Henke engaged in illegal insider trading by selling Cal Micro stock in the fourth quarter of fiscal year 1994 while knowing that the company had falsified its books and records, circumvented its internal accounting controls, and artificially inflated its reported revenues. By trading either in their brokerage accounts or in Cal Micro's 401(k) plan, Desaigoudar and Henke illegally avoided losses of approximately $444,175 and $469,020, respectively. Between August 4, 1994 and January 10, 1995, Cal Micro issued a series of press releases describing the fraud and its impact on the company's financial results, which allegedly caused the price of Cal Micro's common shares to drop from approximately $22 to $3.88 per share. The company restated its results for fiscal year 1994 on February 6, 1995, restating product revenue from $38.3 million to $22.4 million. On July 15, 1998, after a five week jury trial in the Northern District of California, Desaigoudar and Henke were convicted of criminal conspiracy, securities fraud, filing false statements with the Commission, and insider trading. In its complaint, the Commission seeks disgorgement of the losses Desaigoudar and Henke avoided by their illegal insider trading, civil penalties for insider trading and financial reporting fraud, and orders from the court barring Desaigoudar and Henke from serving as an officer or director of a public company. The Commission also seeks orders from the court permanently enjoining Desaigoudar and Henke from violations of Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13a-13, 13b2-1 and 13b2-2 thereunder. The Commission has previously filed settled enforcement actions against four former Cal Micro officers, including the Company's former president, its former chief accounting officer, and two former vice-presidents of production. For additional information, see Litigation Release No. 15846 (August 12, 1998), No. 15690 (March 31, 1998), and No. 14776 (January 4, 1996); and Accounting and Auditing Enforcement Release No. 1066 (August, 12, 1998), No. 1022 (March 31, 1998), and No. 750 (January 4, 1996).