- Amended Statement of Ownership: Solicitation (SC 14D9/A)
January 22 2010 - 5:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 4)
California Micro Devices Corporation
(Name of Subject Company)
California Micro Devices Corporation
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of
Class of Securities)
130439 10 2
(CUSIP Number of Class of Securities)
Robert V.
Dickinson
President and Chief Executive Officer
California Micro Devices Corporation
490 N.
McCarthy Boulevard, #100
Milpitas, CA 95035
(408) 263-3214
(Name, Address, and Telephone Number
of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With Copies to:
Stephen M. Wurzburg, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover Street
Palo Alto, CA 94304
(650) 233-4500
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 4 amends and supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the SEC) on December 28, 2009, as amended on January 6, 2010, January 13, 2010 and January 20, 2010 (as previously filed with the
SEC, collectively, the Schedule 14D-9) by California Micro Devices Corporation, a Delaware corporation (California Micro Devices or the Company), relating to the offer (the Offer) by Pac-10 Acquisition
Corporation, a Delaware corporation (Purchaser) and an indirect, wholly-owned subsidiary of ON Semiconductor Corporation, a Delaware corporation (ON Semiconductor), as set forth in a Tender Offer Statement filed by ON
Semiconductor and Purchaser on Schedule TO, dated December 28, 2009, as amended by the Amendment No. 1 filed with the SEC on January 6, 2010, the Amendment No. 2 filed with the SEC on January 13, 2010 and the Amendment
No. 3 filed with the SEC on January 20, 2010 (as previously filed with the SEC, the Schedule TO), to purchase all outstanding shares of common stock, par value $0.001 per share (the Shares), of California Micro
Devices, at a purchase price of $4.70 per Share, net to the holder thereof in cash, without interest, but subject to any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
December 28, 2009, and in the related Letter of Transmittal, copies of which are filed with the Schedule 14D-9 as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Any capitalized terms used and not otherwise defined herein shall have the
meaning ascribed to such terms in the Schedule 14D-9.
All information in the Schedule 14D-9 is incorporated into this
Amendment No. 4 by reference, except that such information is hereby amended to the extent specifically provided herein.
This Amendment No. 4 is being filed to add as an exhibit to the Schedule 14D-9 a communication entitled Frequently Asked Questions for use by Employees of California Micro Devices Corporation that was sent to the
Companys employees on January 22, 2010.
Item 9 of
the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit thereto:
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Exhibit
Number
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Description
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(a)(5)(i)
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Frequently Asked Questions for use by Employees of California Micro Devices Corporation, dated January 22, 2010.
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SIGNATURE
After due 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.
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CALIFORNIA MICRO DEVICES CORPORATION
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Date: January 22, 2010
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/s/ Robert V. Dickinson
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Robert V. Dickinson
President and Chief Executive Officer
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