-----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, Wfs++/JAbVGpG+Mdbr56KcdyBSu/SEXqsHyUAicGtqmb6/1JfbmJbBjrBqzUoka9 jKKqpeGe9z9lwwUiexD9XQ== 0001193125-06-133392.txt : 20060621 0001193125-06-133392.hdr.sgml : 20060621 20060621165410 ACCESSION NUMBER: 0001193125-06-133392 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060609 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060621 DATE AS OF CHANGE: 20060621 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15449 FILM NUMBER: 06917816 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 8-K 1 d8k.htm FORM 8-K Form 8-K
Table of Contents

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: June 9, 2006

(Date of earliest event reported)

 

California Micro Devices Corporation

(Exact name of registrant as specified in its charter)

 

 

California   0-15449   94-2672609

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

430 N. McCarthy Blvd., No. 100, Milpitas, CA 95035-5112

(Address of principal executive offices) (Zip Code)

Registrant’s 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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

Table of Contents

TABLE OF CONTENTS

Item 1.01 Entry into a Material Agreement

Signatures

Item 1.01 Entry Into a Material Agreement.

On May 11, 2006, the Compensation Committee of Registrant’s Board of Directors recommended to the independent directors, and the independent directors approved, the structure for a key employee bonus plan for fiscal 2007, with the final details to be worked by the Compensation Committee. The resulting fiscal 2007 bonus plan was approved by the Compensation Committee on June 9, 2006, and has a target bonus of 60% of base salary for Robert V. Dickinson, President and CEO, and a target bonus of 40% of base salary for each of Messrs. Kyle Baker, Vice President, Marketing; Juergen Lutz, Vice President, Engineering; and Manuel Mere, Vice President, Operations and Information Systems. The target bonus of such four officers aggregates approximately $475,000 and the target bonus of all sixty-two participants aggregates approximately $1,275,000. (David Casey, Vice President, Sales, does not participate as he has a commission plan; Gerome Tseng, Vice President, Business Development, does not participate as along with other former employees of Arques Technology he will receive a bonus based upon the performance of its products; and Kevin Berry, CFO, does not participate because he is serving on an interim basis.) The key employee bonus plan for fiscal 2007 provides that the bonuses are to be a function of revenue growth versus fiscal 2006 and of gross margin percentage. The amount of the bonuses can range from 0% to 200% of target depending upon Company performance relative to these two factors, but there is a cap for the total bonus payout of 20% of pro forma profit before tax excluding bonus expense.

Table of Contents

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 15th day of June, 2006.

 

CALIFORNIA MICRO DEVICES CORPORATION
(Registrant)
By:  

/s/ ROBERT V. DICKINSON

  Robert V. Dickinson
  President and Chief Executive Officer
 -----END PRIVACY-ENHANCED MESSAGE-----