- Amended Statement of Ownership: Solicitation (SC 14D9/A)
January 13 2010 - 5:17PM
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. 2)
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
¨
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
This Amendment No. 2 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 (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 (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. 2 by reference, except that such information is hereby amended to the extent specifically provided herein.
This Amendment No. 2 is being filed to reflect certain updates as reflected below.
Item 8. Additional Information.
Section (viii) of Item 8 of the Schedule 14D-9 (
Legal
Proceedings Regarding the Offer
) is hereby amended and supplemented by inserting the following paragraph prior to the last sentence thereof:
On January 7, 2010, the plaintiff in the
Madeiros
lawsuit (originally filed in the Court of Chancery in the State of Delaware against the Company and its directors, ON Semiconductor and
Purchaser) filed an amended complaint, asserting allegations similar to those of the
Israni
complaint (originally described in the Amendment No. 1 to Schedule 14D-9 filed with the SEC on January 6, 2010). In addition, the plaintiffs
in both the
Medeiros
lawsuit and the
Israni
lawsuit moved for expedited proceedings, and filed motions for a preliminary injunction. On January 8, 2010, the Court of Chancery ordered the Delaware cases consolidated. Also, on
January 11, 2010, the defendants filed a motion to stay the
Varrenti
lawsuit and on January 12, 2010, the defendants filed a motion to stay the Delaware lawsuits in the event the
Varrenti
lawsuit is not stayed.
2
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.
|
|
|
|
|
CALIFORNIA MICRO DEVICES CORPORATION
|
|
|
Date: January 13, 2010
|
|
/s/ Robert V. Dickinson
|
|
|
Robert V. Dickinson
President and Chief Executive Officer
|
3
California Micro Devices Corp. (MM) (NASDAQ:CAMD)
Historical Stock Chart
From Aug 2024 to Sep 2024
California Micro Devices Corp. (MM) (NASDAQ:CAMD)
Historical Stock Chart
From Sep 2023 to Sep 2024