S-8 1 ds8.htm FORM S-8 Form S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 2007

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)

 

DELAWARE   94-2672609

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

490 NORTH MCCARTHY BLVD #100

MILPITAS, CALIFORNIA

   95035-5112
(Address of principal executive offices)   (Zip Code)

1995 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED

Full title of the plan

 

ROBERT V. DICKINSON

PRESIDENT AND CHIEF EXECUTIVE OFFICER CALIFORNIA MICRO DEVICES CORPORATION

490 NORTH MCCARTHY BLVD #100

MILPITAS, CALIFORNIA 95035

(408) 263-3214

  

COPY TO:

STEPHEN M. WURZBURG, ESQ

PILLSBURY WINTHROP SHAW PITTMAN LLP

2475 HANOVER STREET

PALO ALTO, CA 94304

(650) 233-4500

(Name, address and telephone number of

agent for service)

  

CALCULATION OF REGISTRATION FEE

 

 

TITLE OF SECURITIES

TO BE REGISTERED(1)

   AMOUNT TO BE
REGISTERED(2)		   PROPOSED
MAXIMUM
OFFERING PRICE
PER SHARE		   PROPOSED
MAXIMUM
AGGREGATE
PRICE		   AMOUNT OF
REGISTRATION
FEE
Common Stock to be issued under the 1995 Employee Stock Purchase Plan, as amended   450,000   $3.96 (3)   $1,782,000   $54.71
 

 

(1) The securities to be registered include options and rights to acquire no par value common stock (“Common Stock”).
(2) 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 Registrant’s outstanding shares of Common Stock.
(3) 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 Registrant’s Common Stock on the NASDAQ National Market on November 7, 2007.

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 Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on 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. INCORPORATION OF DOCUMENTS BY REFERENCE.

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 Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007, filed on June 12, 2007.

(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2007 and September 30, 2007 filed on August 9, 2007 and November 9, 2007, respectively.

(c) The Registrant’s Current Reports on Form 8-K dated April 24, 2007 (which was filed on April 30, 2007); May 17, 2007 (which was filed on May 23, 2007) and June 29, 2007 (which was filed on July 9, 2007).

(d) The description of Registrant’s Common Stock contained in the Registrant’s 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.

 

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

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.

 

ITEM 8. EXHIBITS.

See Index to Exhibits, which list of exhibits is incorporated herein by reference.

 

1

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 9th day of November, 2007.

 

CALIFORNIA MICRO DEVICES CORPORATION
By   /s/    Robert V. Dickinson        
  Robert V. Dickinson
  President and Chief Executive Officer

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.

 

NAME

   

TITLE

  

DATE

/s/    Robert V. Dickinson        

Robert V. Dickinson

    Director, President and Chief Executive Officer
(Principal Executive Officer)		   November 9, 2007

/s/    Kevin J. Berry        

Kevin J. Berry

   

Chief Financial Officer (Principal

Financial and Accounting Officer)

   November 9, 2007

 

Wade F. Meyercord

    Chairman of the Board   November   , 2007

 

Edward C. Ross

    Director   November   , 2007

/s/    David W. Sear        

David W. Sear

    Director   November 9, 2007

/s/    John L. Sprague        

John L. Sprague

    Director   November 9, 2007

/s/    David L. Wittrock        

David L. Wittrock

    Director   November 9, 2007

 

II-2

INDEX TO EXHIBITS

 

Exhibit
Number		   

Exhibit

5.1    Opinion of Pillsbury Winthrop Shaw Pittman LLP
23.1    Consent of Grant Thornton, LLP, Independent Registered Public Accounting Firm
23.2    Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1)
24.1    Powers of Attorney (see page 2)