8-K

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: December 11, 2009

(Date of earliest event reported)

California Micro Devices Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-15449	94-2672609
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

490 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

Item 1.01	Entry into a Material Definitive Agreement.
Item 3.03	Material Modification to Rights of Security Holders.
Item 8.01	Other Events.
Item 9.01	Financial Statements and Exhibits.
Signatures

Item 1.01 Entry into a Material Definitive Agreement.

The information included in Item 3.03 below and the Amendment to Rights Agreement filed as Exhibit 4.1 hereto are incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

On December 11, 2009, the Company entered into an Amendment to Rights Agreement (the “Amendment”) to amend that certain Rights Agreement dated as of September 24, 2001, with Mellon Investor Services LLC as “Rights Agent” (the “Rights Agreement”). The purpose and effect of the Amendment was to terminate the Rights Agreement and eliminate the so-called “stockholders rights plan” as authorized by the Company’s board of directors on August 8, 2009. Pursuant to the Amendment, the Series A Participating Preferred Stock Purchase “Rights” which accompanied the Company’s common stock expired of the close of business on December 11, 2009, and the Rights Agreement terminated on such date.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 8.01. Other Events.

The Company’s board of directors (the “Board”) approved changes to outside director compensation, completing a process that had begun with the election of Mr. Castor but which had been deferred during the proxy contest. Following discussions in October, the newly comprised Compensation Committee in November had engaged an outside consultant to advise regarding appropriate director compensation. The result of the Board and Compensation Committee review, which considered the consultant’s advice, had been to recommend that the Company adopt the meeting fees approved by the Board and described in the Company’s Form 8-K dated November 25, 2009. The two remaining items to address from that study were equity and annual retainers.

No changes were made to the policy with respect to the options component of equity awards, and as a result no new options have been issued to directors at this time. Determining that restricted stock units should be part of the equity for directors, on December 12, 2009, Registrant made awards of restricted share units under the 2004 Omnibus Equity Incentive Compensation Plan (the “Plan”), which upon vesting settle at no charge into Registrant’s common stock. The four new directors (Messrs. Castor, Fichthorn, Gullard, and Potashner) were each granted 5,000 units which vest ratably over three years in annual increments. The two continuing directors (Messrs. Ross and Wittrock) were each granted 2,500 units which vest upon the first to occur of one year or the next annual stockholders meeting. Analogous to options granted under the Plan to directors upon their election or re-election, the restricted stock units also vest upon a change in control.

As to retainers, the Board approved increases in annual retainers as listed below, to be effective on April 1, 2010, the start of the Company’s fiscal 2011.

Position	Annual Retainer through 3/31/10		Annual Retainer starting 4/1/2010
Board Member	$	25,000	$	30,000
Chairman of the Board Supplement	$	40,000	$	40,000
Audit Committee Member	$	7,500	$	10,000
Audit Chairman	$	15,000	$	20,000
Compensation Committee Member	$	3,000	$	7,500
Compensation Chairman	$	6,000	$	15,000
Nominating & Corporate Governance (N&CG) Member	$	2,000	$	5,000
N&CG Chairman	$	5,000	$	10,000

In light of the potential for the service of directors to cease involuntarily prior to the one-year anniversary of their September 23, 2009, election, the Board considered whether the retainer balance that would be correspondingly accelerated and paid when such service ceases should increase. The Board determined that the increased rates should only apply to directors who were in service as of April 1, 2010.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
4.1	Amendment to Rights Agreement, dated as of December 11, 2009, by and between California Micro Devices Corporation and Mellon Investor Services LLC, as Rights Agent.

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 14^th day of December, 2009.

CALIFORNIA MICRO DEVICES CORPORATION
(Registrant)
By:	/s/    ROBERT V. DICKINSON
	Robert V. Dickinson
	President and Chief Executive Officer

Exhibit Index

Exhibit	Description
4.1	Amendment to Rights Agreement, dated as of December 11, 2009, by and between California Micro Devices Corporation and Mellon Investor Services LLC, as Rights Agent.

EX-4.1

Exhibit 4.1

AMENDMENT TO RIGHTS AGREEMENT

THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of December 11, 2009, by and between CALIFORNIA MICRO DEVICES CORPORATION, a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, in its capacity as Rights Agent (the “Rights Agent”), is made with reference to the following facts:

A. The Company and the Rights Agent entered into that certain Rights Agreement dated as of September 24, 2001 (the “Agreement”) in order to implement a shareholder rights plan as more fully described therein. Terms with initial letters capitalized that are not otherwise defined herein shall have their respective meanings as set forth in the Agreement.

B. There is not as of the date hereof any Acquiring Person and no Distribution Date has occurred under the Agreement.

C. The Company now desires to terminate the Agreement effective December 11, 2009.

D. All acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights Agent.

NOW, THEREFORE, pursuant to Section 27 of the Agreement, the Company and the Rights Agent hereby amend, effective upon the date hereof, the Agreement as follows:

1. Amendment of Section 7(a). The definition of “Final Expiration Date” set forth in Section 7(a) of the Agreement is amended and restated to mean “the Close of Business on December 11, 2009.”

2. Amendment to add Section 35. The Agreement is amended to add a new Section 35, which shall read in its entirety as follows:

“35. Termination. Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall terminate and the Rights shall expire and be of no further force and effect as of the Close of Business on December 11, 2009.”

3. Agreement as Amended. The term “Agreement” as used in the Agreement shall be deemed to refer to the Agreement as amended hereby. Except as set forth herein, the Agreement shall remain in full force and effect and otherwise shall be unaffected hereby.

4. Counterparts. This Amendment may be executed in any number of counterparts, each which shall be deemed an original, and all of this together shall constitute one instrument, and may be executed via facsimile or other electronic means.

5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in

accordance with the laws of such state applicable to contracts to be made and to be performed entirely within such state; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.

6. Severability. If any term, provision or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions or restriction of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

7. Descriptive Headings. Descriptive headings appear herein for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

[Remainder of the page is blank.]

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IN WITNESS WHEREOF, this Amendment is executed as of the date first written above.

CALIFORNIA MICRO DEVICES CORPORATION
By:	/s/ Robert V. Dickinson
Name:	Robert V. Dickinson
Title:	President and CEO
MELLON INVESTOR SERVICES LLC,
as Rights Agent
By:	/s/ Asa Drew
Name:	Asa Drew
Title:	Vice President
By:	/s/ Maria G. Cooper
Name:	Maria G. Cooper
Title:	Vice President

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