As filed with the Securities and Exchange Commission on May 15, 2002
Registration No. 333-69268
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CALIFORNIA MICRO DEVICES CORPORATION
(Exact name of registrant as specified in its charter)
California 94-2672609
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 Topaz Street
Milpitas, California 95035-5430
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(Address of principal (Zip Code)
executive offices)
1995 Stock Option Plan,
Amended as of July 26, 1996, July 18, 1997, August 7, 1998,
August 1, 2000 and August 7, 2001
and
1995 Non-Employee Directors' Stock Option Plan,
Amended as of July 26, 1996, July 18, 1997, August 7, 1998,
August 1, 2000 and August 7, 2001
and
CEO Option Program
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Full title of the plans
Robert V. Dickinson Copy to:
President and Chief Executive Officer Stephen M. Wurzburg, Esq.
California Micro Devices Corporation Pillsbury Winthrop LLP
215 Topaz Street 2550 Hanover Street
Milpitas, CA 95035-5430 Palo Alto, CA 94304
(408) 263-3214 (650) 233-4500
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(Name, address and telephone
number of agent for service)
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EXPLANATORY NOTE
California Micro Devices Corporation (the "Registrant") hereby amends
its registration statement on Form S-8 filed September 12, 2001 (File No.
333-69268) (the "September Registration Statement"). The September Registration
Statement purported to register the following securities (including options and
rights to acquire the following securities):
(a) 500,000 additional shares of the Registrant's Common Stock
issuable under the 1995 Stock Option Plan, Amended as of July
26, 1996, July 18, 1997, August 7, 1998, August 1, 2000 and
August 7, 2001 (the "1995 Stock Option Plan Shares");
(b) 70,000 additional shares of the Registrant's Common Stock
issuable under the 1995 Non-Employee Directors' Stock Option
Plan, Amended as of July 26, 1996, July 18, 1997, August 7,
1998, August 1, 2000 and August 7, 2001 (the "1995 Directors'
Plan Shares"); and
(c) 450,000 shares of the Registrant's Common Stock issuable under
the CEO Option Program (the "CEO Plan Shares").
However, the requisite registration fees were calculated and paid only for the
CEO Plan Shares. Consequently, the 1995 Stock Option Plan Shares and the 1995
Directors' Plan Shares were not registered and will not be sold pursuant to the
September Registration Statement. The CEO Plan Shares remain registered pursuant
to the September Registration Statement.
The Registrant has registered the 1995 Stock Option Plan Shares and the 1995
Directors' Plan Shares under a new Form S-8 registration statement filed May 15,
2002 (File No. ___-______).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Exhibit
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24.1 Powers of Attorney (see page 2)
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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
Post-Effective Amendment No. 1 to the September Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Milpitas, State of California, on the 13th day of May, 2002.
CALIFORNIA MICRO DEVICES CORPORATION
By /s/ ROBERT V. DICKINSON
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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
Kenneth E. Thornbrugh, 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 the September Registration
Statement and to this Post-Effective Amendment No. 1 to the September
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
Post-Effective Amendment No. 1 to the September Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Name Title Date
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/s/ ROBERT V. DICKINSON Director, President and Chief May 13, 2002
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Robert V. Dickinson Executive Officer (Principal
Executive Officer)
/s/ KENNETH E. THORNBRUGH Vice President Finance and May 13, 2002
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Kenneth E. Thornbrugh Administration and Chief Financial
Officer (Principal Financial and
Accounting Officer)
/s/ JEFFREY C. KALB Director May 13, 2002
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Jeffrey C. Kalb
/s/ WADE MEYERCORD Director May 13, 2002
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Wade Meyercord
/s/ J. DANIEL McCRANIE Director May 13, 2002
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J. Daniel McCranie
/s/ JPHN L. SPRAGUE Director May 13, 2002
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John L. Sprague
/s/ DONALD L. WAITE Director May 13, 2002
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Donald L. Waite
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