-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DXhNnJXxLxEKKA6Utfev90S9Pypq6qLMXoleLp7zKBbnY6ymmz201kf30Vu0b0BE QDSRBIokuwcxdHq02gp5jg== 0001181431-10-005457.txt : 20100129 0001181431-10-005457.hdr.sgml : 20100129 20100129203441 ACCESSION NUMBER: 0001181431-10-005457 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100127 FILED AS OF DATE: 20100129 DATE AS OF CHANGE: 20100129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERE MANUEL H CENTRAL INDEX KEY: 0001288139 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15449 FILM NUMBER: 10561526 MAIL ADDRESS: STREET 1: 6041 W WALBROOK DR CITY: SAN JOSE STATE: CA ZIP: 95129 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA MICRO DEVICES CORP CENTRAL INDEX KEY: 0000800460 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 942672609 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 490 N. MCCARTHY BLVD STREET 2: SUITE 100 CITY: MILPITAS STATE: CA ZIP: 90535 BUSINESS PHONE: 4082633214 MAIL ADDRESS: STREET 1: 490 N. MCCARTHY BLVD STREET 2: SUITE 100 CITY: MILPITAS STATE: CA ZIP: 90535 4 1 rrd263963.xml FORM 4 X0303 4 2010-01-27 1 0000800460 CALIFORNIA MICRO DEVICES CORP CAMD 0001288139 MERE MANUEL H 490 NORTH MCCARTHY BLVD., # 100 MILPITAS CA 95035 0 1 0 0 VP Operations & Info. Technolo Common Stock 2010-01-27 4 D 0 25000 4.70 D 0 D Stock Option (Right to Buy) 6.70 2010-01-27 4 D 0 16000 D 2011-08-20 Common Stock 16000 0 D Stock Option (Right to Buy) 4.37 2010-01-27 4 D 0 37500 D 2016-08-23 Common Stock 37500 0 D Stock Option (Right to Buy) 12.50 2010-01-27 4 D 0 12500 D 2010-11-02 Common Stock 12500 0 D Stock Option (Right to Buy) 12.50 2010-01-27 4 D 0 12500 D 2010-11-02 Common Stock 12500 0 D Stock Option (Right to Buy) 6.70 2010-01-27 4 D 0 7500 D 2011-08-20 Common Stock 7500 0 D Stock Option (Right to Buy) 5.06 2010-01-27 4 D 0 6650 D 2012-08-06 Common Stock 6650 0 D Stock Option (Right to Buy) 5.95 2010-01-27 4 D 0 40000 D 2014-08-12 Common Stock 40000 0 D Stock Option (Right to Buy) 6.64 2010-01-27 4 D 0 37500 D 2015-08-25 Common Stock 37500 0 D Stock Option (Right to Buy) 6.64 2010-01-27 4 D 0 27500 D 2015-08-25 Common Stock 27500 0 D Stock Option (Right to Buy) 4.37 2010-01-27 4 D 0 12500 D 2016-08-23 Common Stock 12500 0 D Stock Option (Right to Buy) 3.70 2010-01-27 4 D 0 37500 D 2017-08-24 Common Stock 37500 0 D Stock Option (Right to Buy) 3.70 2010-01-27 4 D 0 12500 D 2017-08-24 Common Stock 12500 0 D Stock Option (Right to Buy) 3.12 2010-01-27 4 D 0 50000 D 2018-08-21 Common Stock 50000 0 D Represents shares of restricted common stock of California Micro Devices Corporation ("CAMD"), which provided for vesting ratably over 16 fiscal quarters from January 1, 2010 to March 31, 2010, subject to continued employment and company performance, that was disposed of pursuant to the Agreement and Plan of Merger, dated as of December 14, 2009 (the "Merger Agreement"), by and among ON Semiconductor Corporation ("ON"), Pac-10 Acquisition Corporation, an indirect, wholly-owned subsidiary of ON, and CAMD, in exchange for restricted cash in the amount of $117,500, or $4.70 per share. The restricted cash will vest 25% on November 25, 2010 and 6.25% on each calendar quarter thereafter. This option which vested 25% on August 20, 2002 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on August 23, 2007 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on November 20, 2001 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on November 20, 2001 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on August 20, 2002 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on August 6, 2003 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on August 12, 2005 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on August 25, 2006 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on August 25, 2006 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on August 23, 2007 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on August 24, 2008 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on August 24, 2008 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). This option which vested 25% on August 21, 2009 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). /s/ Stephen M. Wurzburg, Attorney-in-Fact 2010-01-29 -----END PRIVACY-ENHANCED MESSAGE-----