CAMD » Topics » Item 8.01 Other Events.

This excerpt taken from the CAMD 8-K filed Dec 15, 2009.

Item 8.01 Other Events.

On December 14, 2009, the Registrant and ON issued a joint press release announcing that they had entered into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this report.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

  

Description

  2.1    Agreement and Plan of Merger among Registrant, On Semiconductor Corporation, and its indirect wholly-owned subsidiary Pac-10 Acquisition Corporation dated as of December 14, 2009. Certain schedules referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S–K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.
99.1    Joint Press Release of Registrant and On Semiconductor Corporation dated December 14, 2009.
99.2    Form of Tender Offer and Voting Agreement by and among each of Registrant’s officers and directors and Registrant, On Semiconductor Corporation, and its indirect wholly-owned subsidiary Pac-10 Acquisition Corporation dated as of December 14, 2009.
99.3    Form of Tender Offer and Voting Agreement by and among Registrant’s stockholder Dialectic Capital Management affiliated funds and Registrant, On Semiconductor Corporation, and its indirect wholly-owned subsidiary Pac-10 Acquisition Corporation dated as of December 14, 2009.


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 14th day of December, 2009.

 

CALIFORNIA MICRO DEVICES CORPORATION
(Registrant)
By:  

/s/     ROBERT V. DICKINSON        

  Robert V. Dickinson
  President and Chief Executive Officer


Table of Contents

Exhibit Index

 

Exhibit

  

Description

  2.1    Agreement and Plan of Merger among Registrant, On Semiconductor Corporation, and its indirect wholly-owned subsidiary Pac-10 Acquisition Corporation dated as of December 14, 2009. Certain schedules referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S–K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.
99.1    Joint News Release of Registrant and On Semiconductor Corporation dated December 14, 2009.
99.2    Form of Tender Offer and Voting Agreement by and among each of Registrant’s officers and directors and Registrant, On Semiconductor Corporation, and its indirect wholly-owned subsidiary Pac-10 Acquisition Corporation dated as of December 14, 2009.
99.3    Form of Tender Offer and Voting Agreement by and among Registrant’s stockholder Dialectic Capital Management affiliated funds and Registrant, On Semiconductor Corporation, and its indirect wholly-owned subsidiary Pac-10 Acquisition Corporation dated as of December 14, 2009.
This excerpt taken from the CAMD 8-K filed Jun 19, 2009.

Item 8.01 Other Events.

Registrant has noticed an error in the description of director compensation in the opening sentence of the third paragraph of item 8.01 of the Form 8-K dated August 21, 2008, which was filed on August 27, 2008. The $40,000 retainer of the Chairman of the Board, like the annual retainers other outside board members receive for serving as a member or chairman of committees of the board, is in addition to (rather than in place of) the $25,000 annual retainer which all outside members of Registrant’s board of directors receive.

EXCERPTS ON THIS PAGE:

8-K
Dec 15, 2009
8-K
Jun 19, 2009
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