California Micro Devices Corp - Current report filing (8-K)
February 26 2008 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 22, 2008
(Date of earliest event reported)
California Micro Devices Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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0-15449
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94-2672609
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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490 N. McCarthy Blvd., No. 100, Milpitas, CA 95035-5112
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (408) 263-3214
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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TABLE OF CONTENTS
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Between February 22 and 25, 2008, the Company entered into amendments to its Supplemental Employment Terms Agreement with the following executive
officersRobert V. Dickinson, President and CEO; Kyle Baker, Vice President, Marketing: Juergen Lutz, Vice President, Engineering; and Manuel Mere, Vice President, Operations and Information Systems. These amendments extend the time period from
three months to twelve months that an officer who resigned for good reason or was terminated without cause following a change of control would have to exercise his Company stock options. In additional several relatively minor changes were made to
the Executive Severance Program incorporated by reference into the Supplement Employment Terms Agreement. These changes include, without limitation, slight modifications to the definitions of good reason and cause, converting the non-solicitation
covenant into a non-hire covenant, reducing the amount of required transition assistance, narrowing the scope of the non-compete to more closely match the Companys business, permitting an officer who elected expedited dispute resolution to opt
for litigation in lieu of arbitration following a change of control, complying with requirements of Internal Revenue Code 409A, and making the plan unable to be subsequently amended absent approval of the executive. In addition, Kevin Berry, CFO,
entered into a Supplemental Employment Terms Agreement for the first time in place of the somewhat similar rights he had been granted under his offer letter as did Dan Hauck, the Companys new Vice President of Sales. For a description of the
Supplemental Employment Terms Agreement, reference is made to the Companys Form 8-K dated November 17, 2006, filed with the SEC on November 22, 2006, except that Mr. Berry would receive nine instead of six months of severance
pay. For a copy of the prior version of the Supplemental Employment Terms Agreement and Executive Severance Plan, reference is made to the Companys Form 10-Q for the fiscal quarter ended December 31, 2006, which was filed on
January 30, 2007.
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SIGNATURES
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 25
th
day of February, 2008.
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CALIFORNIA MICRO DEVICES CORPORATION
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(Registrant)
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By:
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/s/ ROBERT V. DICKINSON
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Robert V. Dickinson
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President and Chief Executive Officer
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