As filed with the Securities and Exchange Commission on May 15, 2002
Registration No. 333-88250
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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)
VP Sales Option Program
and
VP Finance & Administration and CFO Option Program
and
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
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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
- --------------------------------------- ---------------------------------
(Name, address and telephone
number of agent for service)
CALCULATION OF REGISTRATION FEE
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Amount To Proposed Proposed Amount of
Title of Securities Be Maximum Offering Maximum Aggregate Registration
To Be Registered(1) Registered(2) Price Per Share Offering Price Fee
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Common Stock: To be issued under the VP Sales 100,000 $4.30(5) $430,000 $39.56
Option Program
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Common Stock: To be issued under the VP
Finance & Administration and CFO Option Program 100,000 $5.02(5) $502,000 $46.18
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Common Stock: To be issued under the 1995
Stock Option Plan, Amended as of July 26,
1996, July 18, 1997, August 7, 1998, August 1,
2000, and 2001 500,000(3) $5.20(6) $2,600,000 $239.20
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Common Stock: To be issued 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 70,000(4) $5.20(6) $364,000 $33.49
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Total Registration Fee N/A N/A N/A $358.43(7)
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(1) The securities to be registered include options and rights to acquire
Common Stock.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
("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) Constitutes 500,000 additional shares of Common Stock issuable under the
1995 Stock Option Plan. 3,155,000 shares of Common Stock issuable under the
1995 Stock Option Plan were previously registered on the following
Registration Statements: Form S-8, filed August 4, 2000, Registration No.
333-43138; Form S-8, filed August 19, 1998, Registration No. 333-61833;
Form S-8, filed January 27, 1998, Registration No. 333-44959; Form S-8,
filed August 15, 1996, Registration No. 033-10257; and Form S-8 filed
August 17, 1995, Registration No. 033-61907.
(4) Constitutes 70,000 additional shares of Common Stock issuable under the
1995 Non-Employee Directors' Stock Option Plan. 320,000 shares of Common
Stock issuable under the 1995 Non-Employee Directors' Stock Option Plan
were previously registered on the following Registration Statements: Form
S-8, filed August 4, 2000, Registration No. 333-43138; Form S-8, filed
August 19, 1998, Registration No. 333-61833; Form S-8, filed January 27,
1998, Registration No. 333-44959; Form S-8, filed August 15, 1996,
Registration No. 033-10257; and Form S-8 filed August 17, 1995,
Registration No. 033-61907.
(5) Calculated pursuant to Rule 457(h) under the Securities Act, based upon the
price at which the options may be exercised.
(6) 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 May 10, 2002.
(7) Pursuant to Rule 457, the filing fee with respect to these shares was
calculated previously and paid in connection with the Registrant's initial
filing on May 15, 2002.
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This Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act.
Explanatory Note
This Post-Effective Amendment No. 1 To Form S-8 Registration Statement
is being filed pursuant to General Instruction C to Form S-8 for the purpose of
filing the Reoffer Prospectus attached as Exhibit 99.1 with the Commission. The
Reoffer Prospectus pertains to reoffers and resales which may be made by the
selling stockholder on a continuous or delayed basis in the future of shares
which were or will be acquired by the selling stockholder pursuant to the
exercise of options granted under the 1995 Stock Option Plan which is the
subject matter of the S-8 Registration Statement being amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See Index to Exhibits, which list of exhibits is incorporated herein by
reference.
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 14th 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
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement* has been signed below by the following persons in the
capacities, or their attorney-in-fact, and on the dates indicated.
Name Title Date
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/s/ Robert V. Dickinson Director, President and Chief May 14, 2002
- ------------------------------------------- Executive Officer (Principal
Robert V. Dickinson Executive Officer)
/s/ Kenneth E. Thornbrugh Vice President Finance & May 14, 2002
- ------------------------------------------- Administration and Chief Financial
Kenneth E. Thornbrugh Officer (Principal Financial and
Accounting Officer)
/s/ Jeffrey C. Kalb Director May 14, 2002
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Jeffrey C. Kalb
/s/ Wade Meyercord Director May 14, 2002
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Wade Meyercord
/s/ J. Daniel McCranie Director May 14, 2002
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J. Daniel McCranie
/s/ John L. Sprague Director May 14, 2002
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John L. Sprague
/s/ Donald L. Waite Director May 14, 2002
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Donald L. Waite
* Post-Effective Amendment No. 1
INDEX TO EXHIBITS
Exhibit Number Exhibit
23.1 Consent of Ernst & Young LLP, Independent Auditors
99.1 Reoffer Prospectus