AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2009
REGISTRATION NO.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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 NORTH MCCARTHY BLVD #100
MILPITAS, CALIFORNIA
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95035-5112
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(Address of principal executive offices)
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(Zip Code)
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1995 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
Full title of the plan
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ROBERT V. DICKINSON
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COPY TO:
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PRESIDENT AND CHIEF EXECUTIVE OFFICER
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STEPHEN M. WURZBURG, ESQ.
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CALIFORNIA MICRO DEVICES CORPORATION
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PILLSBURY WINTHROP SHAW PITTMAN LLP
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490 NORTH MCCARTHY BLVD #100
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2475 HANOVER STREET
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MILPITAS, CALIFORNIA 95035
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PALO ALTO, CA 94304
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(408) 263-3214
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(650) 233-4500
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(Name, address and telephone number of
agent for service)
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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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Accelerated filer
x
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Non-accelerated filer
¨
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Smaller reporting company
¨
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES
TO BE REGISTERED(1)
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AMOUNT TO
BE
REGISTERED(2)
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PROPOSED
MAXIMUM OFFERING
PRICE PER SHARE
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PROPOSED
MAXIMUM
AGGREGATE
PRICE
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AMOUNT OF
REGISTRATION
FEE
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Common Stock to be issued under the 1995 Employee Stock Purchase Plan, as amended
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200,000
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$2.765 (3)
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$553,000
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$30.86
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(1)
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The securities to be registered include options and rights to acquire $.001 par value common stock (Common Stock).
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers any additional securities that may be
offered or issued in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without the receipt of consideration, which results in an increase in the number of the Registrants outstanding
shares of Common Stock.
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(3)
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Estimated pursuant to Rule 457(h) under the Securities Act solely for the purposes of calculating the registration fee, based upon the average of the high and low sales prices of
the Registrants Common Stock on the NASDAQ National Market on May 7, 2009.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
UPON FILING IN ACCORDANCE WITH RULE 462 UNDER THE SECURITIES ACT.
INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit
plan is effective.
The Registrants Registration Statements on Form S-8 filed with the Securities and Exchange Commission on
November 9, 2007 (File No. 333-147302); September 2, 2003 (File No. 333-108443); December 24, 2002 (333-102199); November 12, 1999 (File No. 33-90919); August 19, 1998 (File
No. 61833); January 27, 1998 (File No. 333-44959); and August 17, 1995 (File No. 033-61907) are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE.
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The
following documents filed by the Registrant with the Securities and Exchange Commission (the Commission) are hereby incorporated by reference in this Registration Statement:
(a) The Registrants Annual Report on Form 10-K for the fiscal year ended March 31, 2008, filed on June 11, 2008.
(b) The Registrants Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2008; September 30, 2008; and
December 31, 2008, filed on August 7, 2008; November 10, 2008; and February 9, 2009, respectively.
(c) The
Registrants Current Reports on Form 8-K dated May 13, 2008 (which was filed on May 19, 2008); dated August 1, 2008 (which was filed on August 4, 2008) (but only as to item 8.01; items 7.01 and 9.01 are
not
hereby
incorporated by reference); and dated August 21, 2008 (which was filed on August 27, 2008).
(d) The description of
Registrants Common Stock contained in the Registrants Registration Statement on Form 8-A filed on March 2, 1987, including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Registrant is not, however, incorporating, in each case, any documents or information that Registrant is deemed to furnish and not file in accordance with Commission rules unless and to the extent
that Registrant specifically states that such document or information is to be considered filed under the Exchange Act or specifically incorporates it by reference into this Registration Statement.
ITEM 5.
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INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Stephen M.
Wurzburg, a partner at Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, owns 25,000 shares of Common Stock of the Registrant.
See Index to Exhibits, which list of
exhibits is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of
California, on the 8
th
day of May, 2009.
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CALIFORNIA MICRO DEVICES
CORPORATION
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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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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby make, constitute and appoint Robert V. Dickinson and Kevin J.
Berry, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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NAME
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TITLE
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DATE
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/s/ Robert V.
Dickinson
Robert V. Dickinson
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Director, President and Chief Executive Officer
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May 8, 2009
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/s/ Kevin J. Berry
Kevin J. Berry
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Chief Financial Officer (Principal Financial and Accounting Officer)
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May 8, 2009
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/s/ Wade F.
Meyercord
Wade F. Meyercord
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Chairman of the Board
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May 8, 2009
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/s/ Edward C. Ross
Edward C. Ross
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Director
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May 8, 2009
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/s/ David W. Sear
David W. Sear
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Director
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May 8, 2009
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/s/ John L. Sprague
John L. Sprague
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Director
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May 8, 2009
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/s/ David L.
Wittrock
David L. Wittrock
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Director
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May 8, 2009
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INDEX TO EXHIBITS
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Exhibit
Number
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Exhibit
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1)
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24.1
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Powers of Attorney (Reference is made to the signature page of this Registration Statement)
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