As filed with the Securities and Exchange Commission on January 27, 2010
Registration No. 33-76986
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
California Micro Devices Corporation
(Exact Name of
Registrant as Specified in its Charter)
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Delaware
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94-2672609
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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490 N. McCarthy Blvd., #100
Milpitas, CA 95035-5112
(408) 263-3214
(Address, including Zip Code, Telephone Number, including
Area Code, of Registrants Principal Executive Offices)
George H. Cave, Esq.
Secretary
California Micro Devices Corporation
5005 East McDowell Road
Phoenix, AZ 85008
(602) 244-6600
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copy to:
David Lewis, Esq.
DLA Piper LLP (US)
2525 East Camelback Road, Suite 1000
Phoenix, Arizona 85016-4232
(480) 606-5126
Approximate date of commencement of proposed sale to the public:
No longer applicable because the shares are being removed from
registration.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering
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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering.
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Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer (do not check if a smaller reporting company)
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Smaller reporting company
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 (this Post-Effective Amendment), filed by California Micro Devices Corporation, a
Delaware corporation (the Company), removes from registration all shares of the Companys Common Stock, par value $0.001 per share (the Common Stock), registered under the Registration Statement on Form S-3 (File
No. 33-76986) initially filed by the Company on March 28, 1994 (the Registration Statement) with the Securities and Exchange Commission, pertaining to the registration of 170,000 shares of Common Stock.
On December 14, 2009, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with ON Semiconductor
Corporation, a Delaware Corporation (ON), and Pac-10 Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of ON (Purchaser), providing for, among other things, the merger of Purchaser with
and into the Company, (the Merger) with the Company continuing as the surviving corporation as an indirect, wholly-owned subsidiary of ON. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, the
Purchaser commenced a tender offer (the Offer) to purchase all of the outstanding shares of Common Stock (the Shares) at a purchase price of $4.70 per Share (the Offer Price). The Offer commenced on
December 28, 2009 and expired on January 26, 2010.
On January 27, 2010, the Merger became effective as a
result of the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. As a result of the Merger, each Share outstanding immediately prior to the Merger (other than Shares held in the treasury of or
reserved for issuance by the Company and Shares owned by ON or the Purchaser, or direct or indirect wholly-owned subsidiaries of ON or the Company, all of which were cancelled and extinguished, and any Shares held by stockholders who validly
exercise appraisal rights under Delaware law) was automatically converted into the right to receive the Offer Price without interest thereon and less any applicable withholding or stock transfer taxes.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements,
including the Registration Statement. Effective upon filing hereof, the Company hereby removes from registration all shares of Common Stock registered under the Registration Statement that remain unsold as of the date of this Post-Effective
Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Milpitas, State of California, on this 27th day of January, 2010.
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CALIFORNIA MICRO DEVICES
CORPORATION
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By:
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/s/ Robert V. Dickinson
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Name:
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Robert V. Dickinson
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Title:
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Chief Executive Officer
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Pursuant to
the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons on January 27, 2010 in the capacities indicated.
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Name
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Title
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Date
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/s/ Robert V.
Dickinson
Robert V. Dickinson
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Chief Executive Officer (Principal Executive Officer)
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January 27, 2010
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/s/ Kevin J. Berry
Kevin J. Berry
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Chief Financial Officer (Principal Financial and Accounting Officer)
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January 27, 2010
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/s/ Keith D.
Jackson
Keith D. Jackson
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Director and President
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January 27, 2010
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/s/ Donald A.
Colvin
Donald A. Colvin
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Director and Treasurer
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January 27, 2010
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