As filed with the Securities and Exchange Commission on January 27, 2010
Registration No. 333-69268
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
California Micro Devices Corporation
(Exact Name of
Registrant as Specified in its Charter)
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Delaware
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94-2672609
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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490 N. McCarthy Blvd., #100
Milpitas, CA 95035-5112
(408) 263-3214
(Address, including Zip Code, Telephone Number, including
Area Code, of Registrants Principal Executive Offices)
1995 Stock Option
Plan amended as of July 26, 1996; July 18, 1997, August 7, 1998, August 1, 2000 and August 7, 2001
and
1995 Non-Employee Directors Stock Option Plan amended
as of July 26, 1996; July 18, 1997, August 7, 1998,
August 1, 2000 and August 7,
2001
and
CEO Option Program
(Full Title of the Plans)
George H. Cave, Esq.
Secretary
California Micro Devices Corporation
5005 East McDowell Road
Phoenix, AZ 85008
(602) 244-6600
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copy to:
David Lewis, Esq.
DLA Piper LLP (US)
2525 East Camelback Road, Suite 1000
Phoenix, Arizona 85016-4232
(480) 606 5126
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 2 (this Post-Effective Amendment), filed by California Micro Devices Corporation, a
Delaware corporation (the Company), removes from registration all shares of the Companys Common Stock, par value $0.001 per share (the Common Stock), registered under the Registration Statement on Form S-8 (File
No. 333-69268) initially filed by the Company on September 12, 2001 (the Registration Statement) with the Securities and Exchange Commission, as amended by Post-Effective Amendment No. 1 filed on May 15, 2002,
pertaining to the registration of 1,020,000 shares of Common Stock relating to the Companys 1995 Stock Option Plan amended as of July 26, 1996; July 18, 1997, August 7, 1998, August 1, 2000 and
August 7, 2001, 1995 Non-Employee Directors Stock Option Plan amended as of July 26, 1996; July 18, 1997, August 7, 1998, August 1, 2000 and August 7, 2001 and CEO Option Program.
On December 14, 2009, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with ON
Semiconductor Corporation, a Delaware Corporation (ON), and Pac-10 Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of ON (Purchaser), providing for, among other things, the merger of
Purchaser with and into the Company, (the Merger) with the Company continuing as the surviving corporation as an indirect, wholly-owned subsidiary of ON. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions
thereof, the Purchaser commenced a tender offer (the Offer) to purchase all of the outstanding shares of Common Stock (the Shares) at a purchase price of $4.70 per Share (the Offer Price). The Offer commenced on
December 28, 2009 and expired on January 26, 2010.
On January 27, 2010, the Merger became effective as a
result of the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. As a result of the Merger, each Share outstanding immediately prior to the Merger (other than Shares held in the treasury of or
reserved for issuance by the Company and Shares owned by ON or the Purchaser, or direct or indirect wholly-owned subsidiaries of ON or the Company, all of which were cancelled and extinguished, and any Shares held by stockholders who validly
exercise appraisal rights under Delaware law) was automatically converted into the right to receive the Offer Price without interest thereon and less any applicable withholding or stock transfer taxes.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements,
including the Registration Statement. Effective upon filing hereof, the Company hereby removes from registration all shares of Common Stock registered under the Registration Statement that remain unsold as of the date of this Post-Effective
Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Milpitas, State of California, on this 27th day of January, 2010.
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CALIFORNIA MICRO DEVICES CORPORATION
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By:
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S
/ R
OBERT
V.
D
ICKINSON
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Name:
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Robert V. Dickinson
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons on January 27, 2010 in the capacities indicated.
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Name
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Title
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Date
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S
/ R
OBERT
V.
D
ICKINSON
Robert V. Dickinson
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Chief Executive Officer (Principal Executive Officer)
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January 27, 2010
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S
/ K
EVIN
J.
B
ERRY
Kevin J. Berry
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Chief Financial Officer (Principal Financial and Accounting Officer)
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January 27, 2010
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S
/ K
EITH
D.
J
ACKSON
Keith D. Jackson
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Director and President
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January 27, 2010
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S
/ D
ONALD
A.
C
OLVIN
Donald A. Colvin
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Director and Treasurer
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January 27, 2010
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