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: April 24, 2007
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Signatures
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 6, 2007, the Compensation Committee of Registrant’s Board of Directors recommended to the independent directors, and the independent directors approved on April 24, 2007, the structure for a key employee bonus plan for fiscal 2008. The resulting fiscal 2008 bonus plan 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. Kevin Berry, CFO; Kyle Baker, Vice President, Marketing; Juergen Lutz, Vice President, Engineering; David Casey, Vice President, Sales; and Manuel Mere, Vice President, Operations and Information Systems. The target bonus of such six officers aggregates approximately $643,000 and the target bonus of all seventy participants aggregates approximately $1,587,000. (David Casey, Vice President, Sales, also receives a sales commission targeted at 22% of his base salary on Company revenues.) The key employee bonus plan for fiscal 2008 provides that the bonuses are to be a function of 35% for revenue growth versus fiscal 2007 for base products (excluding certain legacy and mature products); 35% for gross margin for base products (excluding certain legacy and mature products); and 30% for revenue of certain new non-base products. The amount of the bonuses can range from 0% to 200% of target depending upon Company performance relative to these three factors, but there is a cap for the total bonus payout of 20% of pro forma profit (determined on a non-GAAP basis) before tax excluding bonus expense.
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 30th day of April, 2007.
| | |
| CALIFORNIA MICRO DEVICES CORPORATION |
| (Registrant) |
| |
| By: | | /s/ ROBERT V. DICKINSON |
| | Robert V. Dickinson |
| | President and Chief Executive Officer |
