As filed with the Securities and Exchange Commission on August 4, 2000
Registration Number 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CALIFORNIA MICRO DEVICES CORPORATION
------------------------------------
(Exact name of Registrant as specified in its charter)
California 94-2672609
---------- ----------
State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
215 Topaz Street, Milpitas, California 95035-5430
--------------------------------------------------
(Address, including Zip Code, of Registrant's Principal Executive Offices)
______________________________________________________________________________
1995 STOCK OPTION PLAN - AMENDED AS OF JULY 26, 1996;
JULY 18, 1997, AUGUST 7, 1998, AND AUGUST 1, 2000
and
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN - AMENDED AS OF
JULY 26, 1996; JULY 18, 1997, AUGUST 7, 1998, AND AUGUST 1, 2000
_____________________________________________________________________________
Scott Hover-Smoot
Secretary and General Counsel
California Micro Devices Corporation
215 Topaz Street, Milpitas, California 95035-5430 PHONE (408) 263-3214
-----------------------------------------------------------------------------
(Name, address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copies to:
Richard A. Boehmer, Esquire
O'MELVENY & MYERS LLP
400 South Hope Street
Los Angeles, CA 90071-2899
(213) 430-6643
<PAGE>
------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Title Of Proposed Proposed
Securities Amount Maximum Maximum Amount Of
To Be To Be Offering Price Aggregate Registration
Registered Registered Per Share(4) Offering Price Fee
Common Stock 510,000(1) $23.33 $11,900,000 $3,142
Common Stock 40,000(2) $23.33 $ 933,333 $ 238
(1) Constitutes 510,000 additional shares of Common Stock issuable
under the Company's 1995 Employee Stock Option Plan. 2,645,000
shares of Common Stock issuable under the Company's 1995 Stock
Option Plan were previously registered on a Registration Statement
on Form S-8, filed August 19, 1998, Registration No. 333-61833;
Form S-8, filed January 27, 1998, Registration No. 333 -44959;
Registration Statement on Form S-8, filed August 15, 1996,
Registration No. 33 - 10257 and a Registration Statement on Form
S-8 filed August 17, 1995, Registration No. 33-61907.
(2) Constitutes 40,000 additional shares of Common Stock issuable
under the Company's 1995 Non-Employee Directors' Stock Option
Plan. 280,000 shares of Common Stock issuable under the Company's
1995 Non-Employee Directors' Stock Option Plan were previously
registered on a Registration Statement on Form S-8, filed August
19, 1998, Registration No. 333-61833; Form S-8, filed January 27,
1998, Registration No. 333-44959; Registration Statement on Form
S-8, filed August 15, 1996, Registration No. 33 - 10257 and a
Registration Statement on Form S-8 filed August 17, 1995,
Registration No. 33-61907.
(3) Pursuant to Rule 457(c), based upon the average of the high and
low sales price of a share of the Registrant's Common Stock
reported on the Nasdaq National Market on July 31, 2000.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. INFORMATION INCORPORATED BY REFERENCE.
--------------------------------------
There are hereby incorporated by reference in this Registration Statement the
following documents and information heretofore filed with the Securities and
Exchange Commission:
(a) Annual Report on Form 10-K for the year ended March 31, 2000;
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
March 2, 1987, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing such documents.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Certain legal matters with respect to the shares will be passed upon by Scott
Hover-Smoot, the Company's general counsel. As of the date of this filing, Mr.
Hover-Smoot beneficially owns 49,574 option shares of Registrant's Common
Stock, and directly owns 11,426 shares of Registrant's Common Stock.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
-----------------------------------------
Section 317 of the California Corporations Code allows for the indemnification
of officers, directors, and other corporate agents in terms sufficiently broad
to indemnify such persons under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act. Article V of Registrant's Articles of Incorporation and an amendment to
Registrant's Bylaws effective January 21, 1987 provide for indemnification of
Registrant's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the California Corporations Code.
Item 8. EXHIBITS
--------
Exhibit
Number Description
------- -----------
4.1 1995 Stock Option Plan - Amended As Of July 26, 1996, July
18, 1997, August 7, 1998, and August 1, 2000.
4.2 1995 Non-Employee Directors' Stock Option Plan - Amended
As Of July 26, 1996, July 18, 1997, August 7, 1998, and
August 1, 2000.
5.1 Opinion Of Scott Hover-Smoot As To Legality Of Securities
Being Registered.
23.1 Consent Of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Scott Hover-Smoot (included in Exhibit 5.1).
24.1 Powers Of Attorney.
3
<PAGE>
Item 9. UNDERTAKINGS
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (The "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(i) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
this offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or paid
by a director, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
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 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 Milpitas, California, on August 1, 2000.
CALIFORNIA MICRO DEVICES CORPORATION
By: /s/ Scott Hover-Smoot
---------------------
Scott Hover-Smoot
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
below and on August 1, 2000.
/s/ Jeffrey C. Kalb /s/ John E. Trewin
-------------------------------------- ------------------------------------
Jeffrey C. Kalb, (Director, President, John E. Trewin (Vice President,
Chief Executive Officer and Chief Financial Officer and
Principal Executive Officer Principal Financial and Accounting
Officer)
*/s/ Wade Meyercord */s/ Stuart Schube
------------------------------ ------------------------------
Wade Meyercord (Director) Stuart Schube (Director)
*/s/ Angel Jordan */s/ John Sprague
------------------------------ ------------------------------
Angel Jordan (Director) John Sprague (Director)
*/s/ Donald Waite
------------------------------ ------------------------------
J. Daniel McCranie (Director) Donald Waite (Director)
*By: Scott Hover-Smoot
-----------------
Scott Hover-Smoot
Attorney-in-fact
5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
-------- -----------
4.1 1995 Stock Option Plan - Amended As Of July 26, 1996, July 18,
1997, August 7, 1998, and August 1, 2000.
4.2 1995 Non-Employee Directors' Stock Option Plan - Amended As Of
July 26, 1996, July 18, 1997, August 7, 1998, and August 1,
2000.
5.1 Opinion And Consent Of Scott Hover-Smoot As To Legality Of
Securities Being Registered.
23.1 Consent Of Ernst & Young LLP, Independent Auditors.
24.1 Powers Of Attorney.
6
<PAGE>
EXHIBIT 4.1
1995 Stock Option Plan - Amended As Of
July 26, 1996, July 18, 1997, August 7, 1998, And August 1, 2000
CALIFORNIA MICRO DEVICES CORPORATION
1995 STOCK OPTION PLAN
----------------------
AMENDED AS OF JULY 26, 1996, JULY 18, 1997, AUGUST 7, 1998, AND AUGUST 1, 2000
------------------------------------------------------------------------------
1. PURPOSE.
--------
The purpose of the CALIFORNIA MICRO DEVICES CORPORATION 1995 Stock Option
Plan (the "Plan") is to advance the interests of the Corporation and its
shareholders by providing a means by which the Corporation and its Subsidiaries
shall be able to attract and retain qualified employees and consultants.
2. DEFINITIONS.
------------
(a) "Affiliate" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations that includes the Corporation
if each of such corporations, other than the last corporation in the chain,
owns at least 50% of the total voting power of one of the other corporations.
(b) "Affiliated Group" shall mean an affiliated group of
corporations, as defined in Code Section 1504, which includes the Corporation.
(c) "Board" shall mean the Board of Directors of the Corporation.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Committee" shall mean the committee appointed by the Board, in
accordance with Section 3(a) hereof, to administer the Plan.
(f) "Common Stock" shall mean the voting common stock of the
Corporation.
(g) "Consultant" shall mean any person who, or any employee of any
firm which, is engaged by the Company or any Affiliate to render consulting
services.
(h) "Corporation" shall mean CALIFORNIA MICRO DEVICES CORPORATION, a
California corporation.
(i) "Effective Date" shall mean February 10, 1995.
(j) "Employee" shall mean any individual who is employed, within the
meaning of Section 3401 of the Code and the regulations thereunder, by the
Corporation or by any Affiliate. For purposes of the Plan and only for
purposes of the Plan, and in regard to Nonstatutory Stock Options but not for
Incentive Stock Options, a Consultant of the Corporation or any Affiliate shall
be deemed to be an Employee, and service as a Consultant with the Corporation
or any Affiliate shall be deemed to be employment, but no Incentive Stock
Option shall be granted to a Consultant who is not an employee of the
Corporation or any Affiliate within the meaning of Section 3401 of the Code and
the regulations thereunder. In the case of a Consultant, the provisions
governing when a termination of employment has occurred for purposes of the
Plan shall be set forth in the written stock option agreement between the
Optionee and the corporation, or, if not so set forth, the Committee shall have
the discretion to determine when a termination of "employment" has occurred for
purposes of the Plan.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
7
<PAGE>
(l) "Exercise Price" shall mean the price per Share at which an
Option may be exercised, as determined by the Committee and as specified in the
Optionee's stock option agreement.
(m) "Fair Market Value" shall mean the value of one Share of Common
Stock, determined as follows: (i) if the Shares are traded on an exchange or on
the NASDAQ National Market System, the reported "closing price" on the date of
valuation or if no trading occurred on such date, the next preceding day on
which trading occurred; (ii) if the Shares are traded over-the-counter on the
NASDAQ System (other than on the NASDAQ National Market System), the mean
between the bid and the ask prices on said System at the close of business on
the date of valuation or if no trading occurred on such date, the next
preceding day on which trading occurred; and (iii) if neither (i) nor (ii)
applies, the fair market value as determined by the Committee in good faith.
Such determination shall be conclusive and binding on all persons.
(n) "Incentive Stock Option" shall mean an Option of the type
described in Section 422(b) of the Code.
(o) "Nonstatutory Stock Option" shall mean an Option of the type not
described in Section 422(b) or 423(b) of the Code.
(p) "Option" shall mean an option to purchase Common Stock granted
pursuant to the Plan.
(q) "Optionee" shall mean any person who holds an Option pursuant to
the Plan.
(r) "Outside Director" shall mean a non-employee member of the Board
who (1) is not a current employee of any member of the Affiliated Group; (2)
does not receive compensation for prior services (other than benefits under a
tax-qualified retirement plan) from any member of the Affiliated Group during a
taxable year in which he or she serves on the Committee; (3) has never been an
officer of any member of the Affiliated Group; and (4) does not receive
remuneration from any member of the Affiliated Group, either directly or
indirectly, in any capacity other than as a director.
(s) "Plan" shall mean this stock option plan as it may be amended
from time to time.
(t) "Purchase Price" shall mean at any particular time the Exercise
Price times the number of Shares for which an Option is being exercised.
(u) "Share" shall mean one share of authorized Common Stock.
3. ADMINISTRATION.
--------------
(a) The Committee.
--------------
The Plan shall be administered by a Committee of Outside Directors which
shall consist of not less than two members, who during the one year prior to
service as an administrator of the Plan, shall not have been granted or awarded
equity securities pursuant to the Plan or any other plan of the Corporation or
any of its Affiliates except as permitted under Rule 16b-3 under the Exchange
Act. The Board may from time to time designate individuals as ineligible to
participate in the Plan for a specified period in order to become eligible to
be a member of the Committee.
(b) Powers of the Committee.
------------------------
Subject to the provisions of the Plan, the Committee shall have the
authority, in its discretion and on behalf of the Corporation:
(i) to grant Options;
(ii) to determine the Exercise Price per Share of Options to be
granted;
(iii) to determine the Employees to whom, and the time or times
at which, Options shall be granted and the number of Shares
for which an Option will be exercisable;
(iv) to interpret the Plan;
8
<PAGE>
(v) to prescribe, amend, and rescind rules and regulations
relating to the Plan; to determine the terms and provisions
of each Option granted and, with the consent of the holder
thereof, modify or amend each Option;
(vi) to accelerate or defer, with the consent of the Optionee,
the exercise date of any Option; (vii) to authorize any
person to execute on behalf of the Corporation any
instrument required to effectuate the grant of an Option
previously granted by the Committee;
(viii) with the consent of the Optionee, to reprice, cancel and
regrant, or otherwise adjust the Exercise Price of an
Option previously granted by the Committee; and
(ix) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(c) Board's Determination of Fair Market Value.
-------------------------------------------
The Board shall have the authority to determine, upon review of
relevant information, the Fair Market Value of the Common Stock, subject to the
provisions of the Plan and irrespective of whether the Board has appointed a
Committee to administer the Plan. The Board may delegate this authority to the
Committee.
(d) Committee's Interpretation of the Plan.
---------------------------------------
The interpretation and construction by the Committee of any
provision of the Plan or of any Option granted hereunder shall be final and
binding on all parties claiming an interest in an Option granted under the
Plan.
No member of the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any Option.
4. PARTICIPATION.
-------------
(a) Eligibility.
------------
The Optionees shall be such persons as the Committee may select
from among the Employees, provided that Consultants are not eligible to receive
Incentive Stock Options. Notwithstanding anything to the contrary set forth
herein, members of the Board are not eligible for grants of Options.
(b) Ten Percent Shareholders.
------------------------
Any Employee who owns Stock possessing more than 10% of the total
combined voting power of all classes of outstanding stock of the Corporation or
any Affiliate shall not be eligible to receive an Option unless:
(i) the Exercise Price of the Shares subject to such Option
when granted is at least 110% of the Fair Market Value of
such Shares, and
(ii) such Option by its terms is not exercisable after the
expiration of five years from the date of grant.
(c) Stock Ownership.
----------------
For purposes of Paragraph 4(b), in determining stock ownership,
an Employee shall be considered as owning the stock owned, directly or
indirectly, by or for his or her brothers and sisters, spouse, ancestors, and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate, or trust shall be considered as being owned
proportionately by or for its shareholders, partners, or beneficiaries,
respectively. Stock with respect to which such Employee or any other person
holds an option shall be disregarded.
(d) Outstanding Stock.
------------------
For purposes of Section 4(b), the term "outstanding stock" shall
include all stock actually issued and outstanding immediately after the grant
of the Option to the Optionee but shall not include any share for which an
Option is exercisable by any person.
9
<PAGE>
5. STOCK.
------
(a) Shares Subject to This Plan.
----------------------------
The aggregate number of Shares which may be issued upon exercise
of Options under the Plan shall not exceed Three million One Hundred Fifty Five
Thousand (3,155,000), subject to adjustment pursuant to Section 9 hereof.
(b) Options Not to Exceed Shares Available.
---------------------------------------
The number of Shares for which an Option is exercisable at any
time shall not exceed the number of Shares remaining available for issuance
under the Plan. If any Option expires or is terminated, the number of Shares
for which such Option was exercisable may be made exercisable pursuant to other
Options under the Plan. The limitations established by this Section 5(b) shall
be subject to adjustment in the manner provided in Section 9 hereof upon the
occurrence of an event specified therein.
(c) Limitation on Grants.
No person shall be granted in any one fiscal year options for more
than 500,000 Shares.
6. TERMS AND CONDITIONS OF OPTIONS.
--------------------------------
(a) Stock Option Agreements.
Options shall be evidenced by written stock option agreements
between the Optionee and the Corporation in such form as the Committee shall
from time to time determine. No Option or purported Option shall be a valid
and binding obligation of the Corporation unless so evidenced in writing.
(b) Number of Shares.
-----------------
Each stock option agreement shall state the number of Shares for
which the Option is exercisable and shall provide for the adjustment thereof in
accordance with Section 9 hereof.
(c) Vesting.
--------
An Optionee may not exercise his or her Option for any Shares until
the Option, in regard to such Shares, has vested. Each stock option agreement
shall include a vesting schedule which shall show when the Option becomes
exercisable. The vesting schedule shall not impose upon the Corporation or any
Affiliate any obligation to retain the Optionee in its employ or under contract
for any period or otherwise change the employment-at-will status of an Optionee
who is an employee of the Corporation or any Affiliate.
(d) Lapse of Options.
-----------------
Each stock option agreement shall state the time or times when
the Option covered thereby lapses and becomes unexercisable in part or in full.
An Option shall lapse on the earliest of the following events (unless otherwise
determined by the Committee and reflected in an option agreement):
(i) The tenth anniversary of the date of granting the Option;
(ii) The first anniversary of the Optionee's death;
(iii) The first anniversary of the date the Optionee ceases to
be an Employee due to total and permanent disability,
within the meaning of Section 22(e)(3) of the Code;
(iv) On the date provided in Section 6(h)(i), unless with
respect to a Nonstatutory Stock Option, the Committee
otherwise extends such period before the applicable
expiration date;
(v) On the date provided in Section 9 for a transaction
described in such Section;
(vi) The date the Optionee files or has filed against him or
her a petition in bankruptcy; or
(vii) The expiration date specified in an Optionee's stock
option agreement.
10
<PAGE>
(e) Exercise Price.
---------------
Each stock option agreement shall state the Exercise Price for
the Shares for which the Option is exercisable. Subject to Section 4(b), the
Exercise Price of an Incentive Stock Option and a Nonstatutory Stock Option
shall, when granted, be not less than 100% and 85% of the Fair
Market Value of the Shares for which the Option is exercisable, respectively,
and not less than the par value of the Shares.
(f) Medium and Time of Payment.
---------------------------
The Purchase Price shall be payable in full in cash upon the
exercise of an Option but the Committee may allow the Optionee to pay the
Purchase Price:
(i) by surrendering Shares in good form for transfer, owned
by the Optionee and having a Fair Market Value on the
date of exercise equal to the Purchase Price;
(ii) by delivery of a full recourse promissory note ("Note")
made by the Optionee in the amount of the Purchase Price,
bearing interest, compounded semiannually, at a rate
not less than the rate determined under Section 7872
of the Code to insure that no "foregone interest", as
defined in such section, will accrue, together with the
delivery of a duly executed standard form security
agreement securing the Note by a pledge of the Shares
purchased; or
(iii) in any combination of such consideration or such other
consideration and method of payment for the issuance of
Shares to the extent permitted under applicable law
Code as long as the sum of the cash so paid, the Fair
Market Value of the Shares so surrendered, and the
amount of any Note equals the Purchase Price.
The Committee or a stock option agreement may prescribe
requirements with respect to the exercise of Options, including the submission
by the Optionee of such forms and documents as the Committee may require and,
the delivery by the Optionee of cash sufficient to satisfy applicable
withholding requirements. The Committee may vary the exercise requirements and
procedures from time to time to facilitate, for example, the broker-assisted
exercise of Options.
(g) Nontransferability of Options.
------------------------------
During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee or the Optionee's conservator or legal
representative and shall not be assignable or transferable except pursuant to a
qualified domestic relations order as defined by the Code. In the event of the
Optionee's death, the Option shall not be transferable by the Optionee other
than by will or the laws of descent and distribution.
(h) Termination of Employment Other than by Death or Disability.
------------------------------------------------------------
(i) If an Optionee ceases to be an Employee for any reason
other than his or her death or disability, the Optionee
shall have the right, subject to the provisions of this
Section 6, to exercise any Option held by the Optionee
at any time within ninety (90) days after his or her
termination of employment, but not beyond the otherwise
applicable term of the Option and only to the extent
that on such date of termination of employment the
Optionee's right to exercise such Option had vested.
(ii) For purposes of this Section 6(h), the employment
relationship shall be treated as continuing intact
while the Optionee is an active employee of the
Corporation or any Affiliate, or is on military
leave, sick leave, or other bona fide leave of
absence to be determined in the sole discretion of
the Committee. The preceding sentence notwithstanding,
in the case of an Incentive Stock Option, employment
shall be deemed to terminate on the date the Optionee
ceases active employment with the Corporation or any
Affiliate, unless the Optionee's reemployment rights are
guaranteed by statute or contract.
(i) Death of Optionee.
------------------
If an Optionee dies while an Employee, or after ceasing to be an
Employee but during the period while he or she could have exercised an Option
under Section 6(h), any Option granted to the Optionee may be exercised, to the
extent it had vested at the time of death and subject to the Plan, at any time
within 12 months after the Optionee's death, by the executors or administrators
of his or her estate or by any person or persons who acquire the Option by will
or the laws of descent and distribution, but not beyond the otherwise
applicable term of the Option.
11
<PAGE>
(j) Disability of Optionee.
-----------------------
If an Optionee ceases to be an Employee due to becoming totally
and permanently disabled within the meaning of Section 22(e)(3) of the Code,
any Option granted to the Optionee may be exercised to the extent it had
vested at the time of cessation and, subject to the Plan, at any time within
12 months after the Optionee's termination of employment, but not beyond the
otherwise applicable term of the Option.
(k) Rights as a Shareholder.
------------------------
An Optionee, or a transferee of an Optionee, shall have no rights
as a shareholder of the Corporation with respect to any Shares for which his or
her Option is exercisable until the date of the issuance of a stock certificate
for such Shares. No adjustment shall be made for dividends, ordinary or
extraordinary or whether in currency, securities, or other property,
distributions, or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 9 hereof.
(l) Modification, Extension, and Renewal of Options.
------------------------------------------------
Within the limitations of the Plan, the Committee may modify,
extend or renew outstanding Options or accept the cancellation of outstanding
Options for the granting of new Options in substitution therefor.
Notwithstanding the preceding sentence, no modification of an Option shall,
without the consent of the Optionee, alter or impair any rights or obligations
under any Option previously granted.
(m) Other Provisions.
-----------------
The stock option agreements authorized under the Plan may contain
such other provisions which are not inconsistent with the terms of the Plan,
including, without limitation, restrictions upon the exercise of the Option, as
the Committee shall deem advisable.
7. $100,000 PER YEAR LIMITATION ON VESTING OF ISOs.
------------------------------------------------
To the extent that the Fair Market Value of Shares (determined for each
Share as of the date of grant of the Option covering such Share) subject to
Options granted under this Plan (or any other plan of the Corporation or any
Affiliate) which are designated as Incentive Stock Options and which become
exercisable by an Optionee for the first time during a single calendar year
exceeds $100,000, the Option(s) (or portion thereof) covering such Shares shall
be recharacterized (to the extent of such excess over $100,000) as a
Nonstatutory Stock Option. In determining which Option(s) shall be treated as
Nonstatutory Stock Options under the preceding sentence, the Options shall be
taken into account in the order granted, with the result that a later granted
Option shall be recharacterized as a Nonstatutory Stock Option prior to such
recharacterization of a previously granted Option.
8. TERM OF PLAN.
------------
Options may be granted pursuant to the Plan until ten years following
the Effective Date, and all Options which are outstanding on such date shall
remain in effect until they are exercised or expire by their terms. The Plan
shall expire for all purposes on the date 20 years following the Effective
Date.
9. RECAPITALIZATION, TAKEOVERS, AND LIQUIDATIONS.
----------------------------------------------
(a) Reorganizations.
----------------
The number of Shares covered by the Plan, as provided in Section
5 hereof, and the number of Shares for which each Option is exercisable shall
be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from the payment of a Common Stock dividend, a
stock split, a reverse stock split or any other event which results in an
increase or decrease in the number of issued Shares effected without
receipt of consideration by the Corporation, and the Exercise Price
shall be proportionately increased in the event the number of Shares
subject to such Option are decreased and shall be proportionately decreased
in the event the number of Shares subject to such Option are increased.
For the purposes of this paragraph, conversion of any
convertible securities of the Corporation shall not be deemed to have been
"effected without receipt of consideration." Adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the
Corporation of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an Option.
12
<PAGE>
(b) Liquidation.
------------
In the event of the dissolution or liquidation of the
Corporation, each Option shall terminate immediately prior to the
consummation of such action. The Committee shall notify the Optionee
not less than fifteen (15) days prior to the proposed consummation of a
pending dissolution or liquidation, and the Option shall be exercisable
as to all Shares which are vested prior to expiration until immediately
prior to the consummation of such action.
(c) Merger.
-------
In the event of a merger or acquisition involving an acquisition
of the Corporation or an acquisition by the Corporation of another company, the
result of which is that the outstanding voting securities of the Corporation do
not represent, or are not converted into, a majority of the outstanding voting
securities of the surviving corporation, except as otherwise provided in any
particular Option agreement, the vesting of all unvested Options shall be
accelerated and all options shall be immediately exercisable. Without limiting
the generality of the foregoing, in the event of (i) a proposed merger of the
Corporation with or into another corporation, as a result of which the
Corporation is not the surviving corporation and (ii) the Option is not assumed
or an equivalent option substituted by the successor corporation or a parent or
subsidiary of the successor corporation, then in such case each Option shall
terminate immediately prior to the consummation of such transaction. The
Committee shall notify the Optionee not less than fifteen (15) days prior to
the proposed consummation of such transaction, and the Option shall be
exercisable as to all Shares which are subject to the Option until immediately
prior to the consummation of such transaction.
(d) Determination by Committee.
---------------------------
All adjustments described in this Section 9 shall be made by the
Committee, whose determination shall be conclusive and binding on all persons.
(e) Limitation on Rights of Optionee.
---------------------------------
Except as expressly provided in this Section 9, no Optionee shall
have any rights by reason of any payment of any stock dividend, stock split or
reverse stock split or any other increase or decrease in the number of shares
of stock of any class, or by reason of any reorganization, consolidation,
dissolution, liquidation, merger, exchange, split-up or reverse split-up, or
spin-off of assets or stock of another corporation. Any issuance by the
Corporation of Shares, Options or securities convertible into Shares or Options
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or Exercise Price of the Shares for which an Option is
exercisable. Notwithstanding the foregoing, if the Corporation shall enter
into a transaction affecting the Corporation's capital stock or distributions to
the holders of its capital stock for which a revision in the terms of each
Option is not required pursuant to this Section 9, the Committee shall have the
right, but not the obligation, to revise the terms of each Option in a manner
the Committee, in its sole discretion, deems fair and reasonable given the
transaction involved. If necessary or appropriate in connection with such
transaction, the Committee may declare that any Option shall terminate as of a
date fixed by the Committee and give each Optionee the right to exercise his
Option in whole or in part, including exercise as to Shares to which the Option
would not otherwise be exercisable.
(f) No Restriction on Rights of Corporation.
----------------------------------------
The grant of an Option shall not affect or restrict in any way
the right or power of the Corporation to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge
or consolidate, or to dissolve, liquidate, sell, or transfer all or any part of
its business or assets.
10 SECURITIES LAW REQUIREMENTS.
----------------------------
The Corporation shall not be under any obligation to issue any Shares
upon the exercise of any Option unless and until the Corporation has determined
that: (i) it and the Optionee have taken all actions required to register the
Shares under the Securities Act of 1933, or to perfect an exemption from the
registration requirements thereof; (ii) any applicable listing requirement of
any stock exchange on which the Common Stock is listed has been satisfied; and
(iii) all other applicable provisions of state and Federal law have been
satisfied.
11. EXERCISE OF UNVESTED OPTIONS.
-----------------------------
The Committee may grant any Optionee the right to exercise any Option
prior to the complete vesting of such Option. Without limiting the generality
of the foregoing, the Committee may provide that if an Option is exercised
prior to having completely vested, the Shares issued upon such exercise shall
remain subject to
13
<PAGE>
vesting at the same rate as under the Option so exercised and
shall be subject to a right, but not an obligation, of repurchase by the
Corporation with respect to all unvested Shares if the Optionee ceases to be an
Employee for any reason. For the purposes of facilitating the enforcement of
any such right of repurchase, at the request of the Committee, the Optionee
shall enter into the Joint Escrow Instructions with the Corporation and deliver
every certificate for his or her unvested Shares with a stock power executed in
blank by the Optionee and by the Optionee's spouse, if required for transfer.
12. AMENDMENT OF THE PLAN.
----------------------
The Board or the Committee may, from time to time, terminate, suspend o
or discontinue the Plan, in whole or in part, or revise or amend it in any
respect whatsoever including, but not limited to, the adoption of any
amendment(s) deemed necessary or advisable to qualify the Options under
rules and regulations promulgated by the Securities and Exchange Commission
with respect to Employees who are subject to the provisions of Section 16
of the Securities Exchange Act of 1934, as amended, or to correct any
defect or supply any omission or reconcile any inconsistency in the Plan
or in any Option granted thereunder, without approval of the shareholders
of the Corporation, but without the approval of the Corporation's
shareholders, no such revision or amendment shall:
(a) Increase the number of Shares subject to the Plan, other than any
increase pursuant to Section 9;
(b) Materially modify the requirements as to eligibility for
participation in the Plan;
(c) Materially increase the benefits accruing to Optionees under the
Plan;
(d) Extend the term of the Plan; or
(e) Amend this Section to defeat its purpose.
No amendment, termination or modification of the Plan shall affect any
Option theretofore granted in any material adverse way without the consent of
the Optionee.
13. APPLICATION OF FUNDS.
---------------------
The proceeds received by the Corporation from the sale of Common Stock
pursuant to the exercise of an Option shall be used for general corporate
purposes.
14. APPROVAL OF SHAREHOLDERS.
-------------------------
The Plan shall be subject to approval by the affirmative vote of the
holders of a majority of all classes of the outstanding shares present and
entitled to vote at the first meeting of shareholders of the Corporation
following the adoption of the Plan or by written consent, and in no event later
than one (1) year following the Effective Date. Prior to such approval,
Options may be granted but shall not be exercisable. Any amendment described
in Section 12 (i) to (iv) shall also be subject to approval by the
Corporation's Shareholders.
15 WITHHOLDING OF TAXES.
---------------------
In the event the Corporation or a Affiliate determines that it is
required to withhold Federal, state, or local taxes in connection with the
exercise of an Option or the disposition of Shares issued pursuant to the
exercise of an Option, the Optionee or any person succeeding to the rights of
the Optionee, as a condition to such exercise or disposition, may be required
to make arrangements satisfactory to the Corporation or the Affiliate to
enable it to satisfy such withholding requirements.
16. RIGHTS AS AN EMPLOYEE.
----------------------
Neither the Plan nor any Option granted pursuant thereto shall be
construed to give any person the right to remain in the employ of the
Corporation or any Affiliate, or to affect the right of the Corporation or any
Affiliate to terminate such individual's employment at any time with or without
cause. The grant of an Option shall not entitle the Optionee to, or disqualify
the Optionee from, participation in the grant of any other Option under
14
<PAGE>
the Plan
or participation in any other benefit plan maintained by the Corporation or any
Affiliate.
17. DISAVOWAL OF REPRESENTATIONS, UNDERTAKINGS OR CREATION OF IMPLIED
-----------------------------------------------------------------
RIGHTS.
-------
In adopting and maintaining this Plan and granting options hereunder,
neither the Corporation nor any Affiliate makes any representations or
undertakings with respect to the initial qualification or treatment of Options
under federal or state tax or securities laws. The Corporation and each
Affiliate expressly disavows the creation of any rights in Employees,
Optionees, or beneficiaries of any obligations on the part of the
Corporation, any Affiliate or the Committee, except as expressly provided
herein.
18. INSPECTION OF RECORDS.
----------------------
Copies of the Plan, records reflecting each Optionee's Option, and any
other documents and records which an Optionee is entitled by law to inspect
shall be open to inspection by the Optionee and his or her duly authorized
representative at the office of the Committee at any reasonable business hour.
19 INFORMATION TO OPTIONEES.
-------------------------
Each Optionee shall be provided with such information regarding the
Corporation as the Committee from time to time deems necessary or appropriate;
provided however, that each Optionee shall at all times be provided with such
information as is required to be provided from time to time pursuant to
applicable regulatory requirements, including, but not limited to, any
applicable requirements of the Securities and Exchange Commission, the
California Department of Corporations and other state securities agencies.
15
<PAGE>
EXHIBIT 4.2
1995 Non-Employee Directors' Stock Option Plan
Amended As Of July 26, 1996, July 18, 1997, August 7, 1998, and August 1, 2000
CALIFORNIA MICRO DEVICES CORPORATION
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
----------------------------------------------
AMENDED AS OF JULY 26, 1996, JULY 18, 1997, AUGUST 7, 1998, AND AUGUST 1, 2000
------------------------------------------------------------------------------
1. PURPOSE.
--------
The purpose of the CALIFORNIA MICRO DEVICES CORPORATION Non-Employee
Directors' Stock Option Plan (the "Plan") is to secure for the Corporation and
its shareholders the benefits of the incentive inherent in increased common
stock ownership by the members of the Board of Directors (the "Board") of the
Corporation who are not employees of the Corporation or any of its
subsidiaries.
2. DEFINITIONS.
------------
(a) "Board" shall mean the board of directors of the Corporation.
-----
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
----
(c) "Committee" shall mean the committee appointed by the Board to
---------
administer the Plan, or if no such committee is appointed, by the Board.
(d) "Common Stock" shall mean the voting common stock, of the
Corporation.
------------
(e) "Corporation" shall mean CALIFORNIA MICRO DEVICES CORPORATION, a
-----------
California corporation.
(f) "Director" shall mean a member of the Board.
--------
(g) "Effective Date" shall mean February 10, 1995.
--------------
(h) "Exercise Price" shall mean the price per Share at which an
Option may
--------------
be exercised, as determined by the Committee and as specified in the Optionee's
stock option agreement.
(i) "Fair Market Value" shall mean for any day the average of the
-----------------
closing bid and asked prices of the Stock in the over-the-counter market, as
reported through the National Association of Securities Dealers ("NASD")
Automated Quotation System or, if the Stock is listed or admitted to trading on
the Nasdaq National Market System or any national securities exchange or if the
last reported sale price of such Stock is generally available, the last
reported sale price on such system or exchange. The Fair Market Value for
any day for which there is no such bid and asked or last reported sales price
shall be the Fair Market Value of the next preceding day for which there is
such a price.
(j) "Non-Employee Director" shall mean a Director who is not an
---------------------
employee of the Corporation or any of its subsidiaries.
(k) "Option" shall mean an option to purchase Common Stock granted
------
pursuant to the Plan.
(l) "Optionee" shall mean any person who holds an Option pursuant to
---------
the Plan.
(m) "Plan" shall mean the CALIFORNIA MICRO DEVICES CORPORATION 1995
----
Non-Employee Directors' Stock Option Plan, as it may be amended from time to
time.
16
<PAGE>
(n) "Purchase Price" shall mean at any particular time the Exercise
---------------
Price times the number of Shares for which an Option is being exercised.
(o) "Share" shall mean one share of authorized Common Stock.
-----
3. ADMINISTRATION.
---------------
(a) The Committee.
--------------
The Plan shall be administered by a Committee which shall consist
of not less than three members of the Board.
(b) Powers of the Committee.
------------------------
Subject to the provisions of the Plan, the Committee shall have
the authority, in its discretion and on behalf of the Corporation shall,
subject to the provisions of the Plan, grant Options and shall have the power
to construe the Plan, to determine all questions arising thereunder and to
adopt and amend such rules and regulations for the administration of the
Plan as it may deem desirable. Any decision of the Committee in the
administration of the Plan, as described herein, shall be final and
conclusive. No member of the Committee shall be liable for anything done
or omitted to be done by such member or by any other member of the
Committee in connection with the Plan, except for such member's own
willful misconduct or as expressly provided by statute.
4. PARTICIPATION.
--------------
Each Non-Employee Director shall be eligible to receive Options in
accordance with the Plan. The adoption of this Plan shall not be deemed to
give any director any right to be granted an option to purchase Common Stock of
the Corporation, except to the extent and upon such terms and conditions are
provided herein.
5. STOCK.
------
(a) Shares Subject to This Plan.
----------------------------
The aggregate number of Shares which may be issued upon exercise
of Options under the Plan shall not exceed Three Hundred and Twenty Thousand
(320,000) subject to adjustment pursuant to Section 8 hereof.
(b) Options Not to Exceed Shares Available.
---------------------------------------
The number of Shares for which an Option is exercisable at any
time shall not exceed the number of Shares remaining available for issuance
under the Plan. If any Option expires or is terminated, the number of Shares
for which such Option was exercisable may be made exercisable pursuant to other
Options under the Plan. The limitations established by this Section 5 shall be
subject to adjustment in the manner provided in Section 8 hereof upon the
occurrence of an event specified therein.
6. TERMS AND CONDITIONS OF OPTIONS.
--------------------------------
(a) Stock Option Agreements.
------------------------
Options shall be evidenced by written stock option agreements
between the Optionee and the Corporation in such form as the Committee shall
from time to time determine. No Option or purported Option shall be a valid
and binding obligation of the Corporation unless so evidenced in writing.
(b) Number of Shares.
-----------------
Each stock option agreement shall state the number of Shares for
which the Option is exercisable in accordance with the following and shall
provide for the adjustment thereof in accordance with Section 8 hereof.
(i) Upon adoption of this Plan by the Board, and subject to
the approval of the Plan by the Shareholders of the
Corporation in accordance with Section 14 hereof, each Non-
Employee Director then in office shall, without further
action required, be granted an Option for the purchase of
Ten Thousand (10,000) Shares. Each other
17
<PAGE>
person appointed or elected to serve as a Non-Employee
director during the term of this Plan shall be granted an
option for Fifteen Thousand (15,000) Shares upon his or
her appointment or election.
(ii) Subject to the approval of the Plan by the Shareholders of
the Corporation in accordance with Section 14 hereof, each
year, as of the date of the Annual Meeting of Shareholders
of the Corporation, each Non-Employee Director who has
been elected or re-elected or who is continuing as a
member of the Board as of the adjournment of the Annual
Meeting (other than any Non-Employee Director eligible
for a grant pursuant to paragraph (b)(i)) shall
automatically receive an Option for Ten Thousand
(10,000) shares of Common Stock.
(c) Vesting.
--------
An Optionee may not exercise his or her Option for any Shares
until the Non-Employee Director has served one year as a member of the Board
since the date the option was granted. An Optionee may exercise the Option as
to one fourth of the Shares at the end of the 4th full calendar quarter
following the date the Option was granted and as to an additional 1/16th of the
Shares at the end of each of the full calendar quarter commencing with the 5th
full calendar quarter following the date the Option was granted. The right to
exercise the Option shall be cumulative. An Optionee may buy all, or from time
to time any part, of the maximum number of shares which are exercisable under
the an Option, but in no case may Optionee exercise the Option with regard to a
fraction of a share, or for any share for which the Stock Option is not
exercisable.
(d) Lapse of Options.
-----------------
Each stock option agreement shall state the time or times when
the Option covered thereby lapses and becomes unexercisable in part or in
full. An Option shall lapse on the earliest of the following events (unless
otherwise determined by the Committee and reflected in an option agreement):
(i) The tenth anniversary of the date of granting the Option;
(ii) The first anniversary of the Optionee's death;
(iii) The first anniversary of the date the Optionee ceases to
be a Director due to total and permanent disability,
within the meaning of Section 22(e)(3) of the Code;
(iv) Ninety (90) days after the Optionee ceases to be a
Director for any reason other than his or her death or
total and permanent disability;
(v) The date the Optionee files or has filed against him or
her a petition in bankruptcy; or
(vi) The expiration date specified in an Optionee's stock
option agreement.
(e) Exercise Price.
---------------
Each stock option agreement shall state the Exercise Price for
the Shares for which the Option is exercisable. The Exercise Price of all
Options shall be the Fair Market Value of the Shares for which the Option is
exercisable, and not less than the par value of the Shares.
(f) Medium and Time of Payment.
---------------------------
The Purchase Price shall be payable in full in cash upon the
exercise of an Option but the Committee may allow the Optionee to pay the
Purchase Price:
(i) by surrendering Shares in good form for transfer, owned by
the Optionee and having a Fair Market Value on the date of
exercise equal to the Purchase Price;
(ii) by delivery of a full recourse promissory note ("Note")
made by the Optionee in the amount of the Purchase Price,
bearing interest, compounded semiannually, at a rate not
less than the rate determined under Section 7872 of the
Code to insure that no "unstated interest", as defined in
such section will accrue, together with the delivery
of a duly executed standard form security agreement
securing the Note by a pledge of the Shares purchased; or
(iii) in any combination of such consideration or such other
consideration and method of payment for the issuance of
Shares to the extent permitted under
18
<PAGE>
applicable law as long as the sum of the cash so paid, the
Fair Market Value of the Shares so surrendered, and the
amount of any Note equals the Purchase Price.
The Committee or a stock option agreement may prescribe requirements
with respect to the exercise of Options, including the submission by the
Optionee of such forms and documents as the Committee may require and the
delivery by the Optionee of cash sufficient to satisfy applicable withholding
requirements. The Committee may vary the exercise requirements and procedures
from time to time to facilitate, for example, the broker-assisted exercise of
Options.
(g) Nontransferability of Options.
------------------------------
During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee or the Optionee's conservator or legal
representative and shall not be assignable or transferable except pursuant to a
qualified domestic relations order as defined by the Code. In the event of the
Optionee's death, the Option shall not be transferable by the Optionee other
than by will or the laws of descent and distribution.
(h) Termination of Directorship Other than by Death or Disability.
--------------------------------------------------------------
If an Optionee ceases to be a Director for any reason other than
his or her death or disability, the Optionee shall have the right, subject to
the provisions of this Section 6, to exercise any Option held by the Optionee
at any time within ninety (90) days after his or her termination as a Director,
but not beyond the otherwise applicable term of the Option and only to the
extent that on such date of termination as a Director the Optionee's right to
exercise such Option had vested.
(i) Death of Optionee.
------------------
If an Optionee dies while a Director, or after ceasing to be a
Director but during the period while he or she could have exercised an Option
under Section 6(h) hereof, any Option granted to the Optionee may be exercised,
to the extent it had vested at the time of death and subject to the Plan,
at any time within twelve (12) months after the Optionee's death, by the
executors or administrators of his or her estate or by any person or persons
who acquire the Option by will or the laws of descent and distribution, but
not beyond the otherwise applicable term of the Option.
(j) Disability of Optionee.
-----------------------
If an Optionee ceases to be a Director due to becoming totally and
permanently disabled within the meaning of Section 22(e)(3) of the Code, any
Option granted to the Optionee may be exercised to the extent it had vested at
the time of cessation and, subject to the Plan, at any time within twelve (12)
months after the termination of Optionee's position as a Director, but not
beyond the otherwise applicable term of the Option.
(k) Rights as a Shareholder.
------------------------
An Optionee, or a transferee of an Optionee, shall have no rights
as a shareholder of the Corporation with respect to any Shares for which his or
her Option is exercisable until the date of the issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends,
ordinary or extraordinary or whether in currency, securities, or other
property, distributions, or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Section 8
hereof.
(l) Other Provisions.
-----------------
The stock option agreements authorized under the Plan may contain
such other provisions which are not inconsistent with the terms of the Plan,
including, without limitation, restrictions upon the exercise of the Option, as
the Committee shall deem advisable.
7. TERM OF PLAN.
-------------
Options may be granted pursuant to the Plan until ten (10) years
following
the Effective Date, and all Options which are outstanding on such date shall
remain in effect until they are exercised or expire by their terms. The Plan
shall expire for all purposes on the date twenty (20) years following the
Effective Date.
8. REORGANIZATIONS.
----------------
(a) Reorganizations.
----------------
The number of Shares covered by the Plan, as provided in Section 5
hereof, and the number of Shares for which each Option is exercisable shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from the payment of a Common Stock dividend, a stock split, a
reverse stock split or any other event which results in an increase or decrease
in the number of issued Shares effected without
19
<PAGE>
receipt of consideration by the Corporation, and the Exercise Price shall be
proportionately increased in the event the number of Shares subject to such
Option are decreased and shall be proportionately decreased in the event the
number of Shares subject to such Option are increased. Adjustments shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the
Corporation of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an Option.
(b) Liquidation.
------------
In the event of the dissolution or liquidation of the Corporation,
each Option shall terminate immediately prior to the consummation of such
action. The Committee shall notify the Optionee not less than fifteen (15)
days prior to the proposed consummation of a pending dissolution or
liquidation, and the Option shall be exercisable as to all Shares which are
vested prior to expiration until immediately prior to the consummation of
such action.
(c) Merger.
-------
In the event of a merger or acquisition involving an acquisition
of the Corporation or an acquisition by the Corporation of another company, the
result of which is that the outstanding voting securities of the Corporation do
not represent, or are not converted into, a majority of the outstanding voting
securities of the surviving corporation, except as otherwise provided in any
particular Option agreement, the vesting of all unvested Options shall be
accelerated and all options shall be immediately exercisable. Without limiting
the generality of the foregoing, in the event of (i) a proposed merger of the
Corporation with or into another corporation, as a result of which the
Corporation is not the surviving corporation and (ii) the Option is not assumed
or an equivalent option substituted by the successor corporation or a parent or
subsidiary of the successor corporation, then in such case each Option shall
terminate immediately prior to the consummation of such transaction. The
Committee shall notify the Optionee not less than fifteen (15) days prior
to the proposed consummation of such transaction, and the Option shall be
exercisable as to all Shares subject to such Option until immediately prior to
the consummation of such transaction.
(d) Determination by Committee.
---------------------------
All adjustments described in this Section 8 shall be made by the
Committee, whose determination shall be conclusive and binding on all persons.
(e) Limitation on Rights of Optionee.
---------------------------------
Except as expressly provided in this Section 8, no Optionee shall
have any rights by reason of any payment of any stock dividend, stock split or
reverse stock split or any other increase or decrease in the number of shares
of stock of any class, or by reason of any reorganization, consolidation,
dissolution, liquidation, merger, exchange, split-up or reverse split-up, or
spin-off of assets or stock of another corporation. Any issuance by the
Corporation of Shares, Options or securities convertible into Shares or Options
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or Exercise Price of the Shares for which an Option
is exercisable.
(f) No Restriction on Rights of Corporation.
----------------------------------------
The grant of an Option shall not affect in any way the right or
power of the Corporation to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge
or consolidate, or to dissolve, liquidate, sell, or transfer all or any part of
its business or assets.
20
<PAGE>
9. SECURITIES LAW REQUIREMENTS.
----------------------------
(a) Legality of Issuance.
---------------------
No Share shall be issued upon the exercise of any Option unless
and until the Corporation has determined that:
(i) The Corporation and the Optionee have taken all actions
required to exempt the issuance of the Shares from the
registration requirements under the Securities Act of 1933,
as amended (the "Act"), or the Corporation and the Optionee
shall determine that the registration requirements of the
Act do not apply to such exercise;
(ii) Any applicable listing requirement of any stock exchange on
which the Common Stock is listed has been satisfied; and
(iii) Any other applicable provision of state or Federal law has
been satisfied.
(b) Restrictions on Transfer; Representations of Optionee; Legends.
---------------------------------------------------------------
Regardless of whether the offering and sale of Shares has been
registered under the Act or has been registered or qualified under the
securities laws of any state, the Corporation may impose restrictions upon the
sale, pledge, or other transfer of such Shares, including the placement of
appropriate legends on stock certificates, if, in the judgment of the
Corporation and its counsel, such restrictions are necessary or desirable in
order to achieve compliance with the provisions of the Act, the securities laws
of any state, or any other law. If the sale of Shares is not registered under
the Act and the Corporation shall determine that the registration requirements
of the Act apply to such sale, but an exemption is available which requires an
investment representation or other representation, the Optionee shall be
required, as a condition to purchasing Shares by exercise of his or her Option,
to represent that such Shares are being acquired for investment, and not with a
view to the sale or distribution thereof, except in compliance with the Act,
and to make such other representations as are deemed necessary or appropriate
by the Corporation and its counsel. Stock certificates evidencing Shares
acquired pursuant to an unregistered transaction to which the Act applies
shall bear such restrictive legends as are required or deemed advisable
under the Plan or the provisions of any applicable law. Any determination
by the Corporation and its counsel in connection with any of the matters
set forth in this section shall be conclusive and binding on all persons.
(c) Registration or Qualification of Securities.
--------------------------------------------
The Corporation may, but shall not be obligated to, register or
qualify the sale of Shares under the Act or any other applicable law.
(d) Exchange of Certificates.
-------------------------
If, in the opinion of the Corporation and its counsel, any legend
placed on a stock certificate representing Shares sold hereunder is no longer
required, the Optionee or the holder of such certificate shall be entitled to
exchange such certificate for a certificate representing the same number of
Shares but lacking such legend.
10. AMENDMENT OF THE PLAN.
----------------------
The Plan may be amended at any time and from time to time by the Board as
the Board shall deem advisable including, but not limited to amendments
necessary to qualify for any exemption or to comply with applicable law or
regulations, provided, however, that except as provided in Section 8, the Board
may not, without further approval by the shareholders of the Corporation,
materially increase the number of shares of Common Stock as to which Options
may be granted under the Plan, materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements as to
eligibility for Participants in the Plan. No amendment of the Plan shall
materially and adversely affect any right of any Optionee with respect
to any Option theretofore granted without such Optionee's written consent. The
Plan may not be amended more frequently than once every six months with respect
to the number of shares subject to Options granted to members of the Board of
Directors, the timing of such Option grants and the determination of the
exercise price of such Options other than to comport with changes in the Code,
the Employee Retirement Security Act, or the rules thereunder. Notwithstanding
anything to the contrary contained herein, this Plan shall not be amended
except in accordance with the provisions of Rule 16b-3(c) under the
Securities Exchange Act of 1934, as amended, or any successor rule thereto.
21
<PAGE>
11. APPLICATION OF FUNDS.
---------------------
The proceeds received by the Corporation from the sale of Common Stock
pursuant to the exercise of an Option shall be used for general corporate
purposes.
12. APPROVAL OF SHAREHOLDERS.
-------------------------
The Plan shall be subject to approval by the affirmative vote of the
holders of a majority of all classes of the outstanding shares present and
entitled to vote at the first meeting of shareholders of the Corporation
following the adoption of the Plan, and in no event later than one (1) year
following the Effective Date. Prior to such approval, Options may be granted
but shall not be exercisable.
13. WITHHOLDING OF TAXES.
---------------------
In the event the Corporation or a Subsidiary determines that it is
required to withhold Federal, state, or local taxes in connection with the
exercise of an Option or the disposition of Shares issued pursuant to the
exercise of an Option, the Optionee or any person succeeding to the rights of
the Optionee, as a condition to such exercise or disposition, may be required
to make arrangements satisfactory to the Corporation or the Subsidiary to
enable it to satisfy such withholding requirements.
14. RIGHTS AS A DIRECTOR.
---------------------
Neither the Plan nor any Option granted pursuant thereto shall be
construed to give any person the right to remain as a Director of the
Corporation or any Subsidiary.
22
<PAGE>
EXHIBIT 5.1
Opinion Of Scott Hover-Smoot As To Legality Of Securities Being Registered
--------------------------------------------------------------------------
August 2, 2000
California Micro Devices Corporation
215 Topaz Street
Milpitas, California 95035-5430
Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by
California Micro Devices Corporation (the "Company") with the Securities and
Exchange Commission on or about August 3, 2000 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
550,000 shares (the "Shares") of the Company's Common Stock reserved for
issuance under the 1995 Stock Option Plan, and the 1995 Non-Employee Directors'
Stock Option Plan, (collectively, the "Plans"). As your legal counsel, I have
examined the proceedings taken and am familiar with the proceedings proposed to
be taken by the Company in connection with the sale and issuance of the Shares.
It is my opinion that the Shares, when issued and sold in the manner
referred to in the Plans will be legally and validly issued, fully paid and
nonassessable.
I consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of my name wherever appearing in said
Registration Statement and amendments thereto.
Very truly yours,
/s/ Scott Hover-Smoot
---------------------
Scott Hover-Smoot
Secretary and General Counsel
23
EXHIBIT 23.1
Consent of Ernst & Young LLP, INDEPENDENT AUDITORS
--------------------------------------------------
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to (a) the 1995 Employee Stock Option Plan - Amended As
Of July 26, 1996, July 18, 1997, August 7, 1998, and August 1, 2000, and (b)
the 1995 Non-Employee Directors' Stock Option Plan - Amended As Of July 26,
1996, July 18, 1997, August 7, 1998, and August 1, 2000, of California Micro
Devices Corporation of our report dated April 26, 2000, with respect to the
financial statements and schedule of California Micro Devices Corporation
included in its Annual Report (Form 10-K) for the year ended March 31,
2000, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
August 2, 2000
24
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Wade Meyercord does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott
Hover-Smoot, and each of them, acting together or alone, his true and lawful
attorneys-in-fact and agents with full power of substitution, in his name,
place and stead to execute on his behalf, in his capacity as a Director of
California Micro Devices Corporation (the "Company"), a registration statement
on Form S-8 or other appropriate form and any and all amendments thereto
(including post-effective amendments), registering up to 550,000 shares of the
Common Stock of the Company, to be filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the
"1933 Act") and any and all other instruments which said attorneys-in-fact and
agents deem necessary or advisable to enable the Company to comply with the
1933 Act and the rules, regulations and requirements of the SEC in respect
thereof, giving and granting to said attorneys-in-fact and agents, and each of
them, acting together or alone, full power and authority to do and perform each
and every act and thing whatsoever necessary to appropriate to be done in and
about the premises as fully to all intents as he might or would do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that his said attorneys-in-fact
or substitutes may or shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on August 31, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ Wade Meyercord
------------------
Wade Meyercord
Dated: August 1, 2000
25
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Angel G. Jordan does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott
Hover-Smoot, and each of them, acting together or alone, his true and lawful
attorneys-in-fact and agents with full power of substitution, in his name,
place and stead to execute on his behalf, in his capacity as a Director of
California Micro Devices Corporation (the "Company"), a registration statement
on Form S-8 or other appropriate form and any and all amendments thereto
(including post-effective amendments), registering up to 550,000 shares of the
Common Stock of the Company, to be filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the
"1933 Act") and any and all other instruments which said attorneys-in-fact and
agents deem necessary or advisable to enable the Company to comply with the
1933 Act and the rules, regulations and requirements of the SEC in respect
thereof, giving and granting to said attorneys-in-fact and agents, and each of
them, acting together or alone, full power and authority to do and perform each
and every act and thing whatsoever necessary to appropriate to be done in and
about the premises as fully to all intents as he might or would do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that his said attorneys-in-fact
or substitutes may or shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on August 31, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the
date indicated below.
/s/ Angel G. Jordan
------------------
Angel G. Jordan
Dated: August 1, 2000
26
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Donald Waite does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott
Hover-Smoot, and each of them, acting together or alone, his true and lawful
attorneys-in-fact and agents with full power of substitution, in his name,
place and stead to execute on his behalf, in his capacity as a Director of
California Micro Devices Corporation (the "Company"), a registration statement
on Form S-8 or other appropriate form and any and all amendments thereto
(including post-effective amendments), registering up to 550,000 shares of the
Common Stock of the Company, to be filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the
"1933 Act") and any and all other instruments which said attorneys-in-fact and
agents deem necessary or advisable to enable the Company to comply with the
1933 Act and the rules, regulations and requirements of the SEC in respect
thereof, giving and granting to said attorneys-in-fact and agents, and each of
them, acting together or alone, full power and authority to do and perform each
and every act and thing whatsoever necessary to appropriate to be done in and
about the premises as fully to all intents as he might or would do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that his said attorneys-in-fact
or substitutes may or shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on August 31, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ Donald Waite
------------------
Donald Waite
Dated: August 1, 2000
27
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Stuart Schube does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott
Hover-Smoot, and each of them, acting together or alone, his true and lawful
attorneys-in-fact and agents with full power of substitution, in his name,
place and stead to execute on his behalf, in his capacity as a Director of
California Micro Devices Corporation (the "Company"), a registration statement
on Form S-8 or other appropriate form and any and all amendments thereto
(including post-effective amendments), registering up to 550,000 shares of the
Common Stock of the Company, to be filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the
"1933 Act") and any and all other instruments which said attorneys-in-fact and
agents deem necessary or advisable to enable the Company to comply with the
1933 Act and the rules, regulations and requirements of the SEC in respect
thereof, giving and granting to said attorneys-in-fact and agents, and each of
them, acting together or alone, full power and authority to do and perform each
and every act and thing whatsoever necessary to appropriate to be done in and
about the premises as fully to all intents as he might or would do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that his said attorneys-in-fact
or substitutes may or shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on August 31, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ Stuart Schube
------------------
Stuart Schube
Dated: August 1, 2000
28
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John Sprague does
hereby make, constitute and appoint Jeffrey C. Kalb, John E. Trewin and Scott
Hover-Smoot, and each of them, acting together or alone, his true and lawful
attorneys-in-fact and agents with full power of substitution, in his name,
place and stead to execute on his behalf, in his capacity as a Director of
California Micro Devices Corporation (the "Company"), a registration statement
on Form S-8 or other appropriate form and any and all amendments thereto
(including post-effective amendments), registering up to 550,000 shares of the
Common Stock of the Company, to be filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the
"1933 Act") and any and all other instruments which said attorneys-in-fact and
agents deem necessary or advisable to enable the Company to comply with the
1933 Act and the rules, regulations and requirements of the SEC in respect
thereof, giving and granting to said attorneys-in-fact and agents, and each of
them, acting together or alone, full power and authority to do and perform each
and every act and thing whatsoever necessary to appropriate to be done in and
about the premises as fully to all intents as he might or would do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that his said attorneys-in-fact
or substitutes may or shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on August 31, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ John Sprague
------------------
John Sprague
Dated: August 1, 2000
29
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John E. Trewin does
hereby make, constitute and appoint Jeffrey C. Kalb, and Scott Hover-Smoot,
and each of them, acting together or alone, his true and lawful attorneys-
in-fact and agents with full power of substitution, in his name, place and
stead to execute on his behalf, in his capacity as a Director of California
Micro Devices Corporation (the "Company"), a registration statement on Form
S-8 or other appropriate form and any and all amendments thereto (including
post-effective amendments), registering up to 550,000 shares of the Common
Stock of the Company, to be filed with the Securities and Exchange Commission
(the "SEC") pursuant to the Securities Act of 1933, as amended (the "1933
Act") and any and all other instruments which said attorneys-in-fact and
agents deem necessary or advisable to enable the Company to comply with the
1933 Act and the rules, regulations and requirements of the SEC in respect
thereof, giving and granting to said attorneys-in-fact and agents, and each
of them, acting together or alone, full power and authority to do and perform
each and every act and thing whatsoever necessary to appropriate to be done
in and about the premises as fully to all intents as he might or would do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that his said attorneys-in-
fact or substitutes may or shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY expires on August 31, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ John E. Trewin
------------------
John E. Trewin
Dated: August 1, 2000
30
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Jeffrey C. Kalb does
hereby make, constitute and appoint John E. Tewin, and Scott Hover-Smoot, and
each of them, acting together or alone, his true and lawful attorneys-in-fact
and agents with full power of substitution, in his name, place and stead to
execute on his behalf, in his capacity as a Director of California Micro
Devices Corporation (the "Company"), a registration statement on Form S-8
or other appropriate form and any and all amendments thereto (including
post-effective amendments), registering up to 550,000 shares of the Common
Stock of the Company, to be filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933, as
amended (the "1933 Act") and any and all other instruments which said
attorneys-in-fact and agents deem necessary or advisable to enable the
Company to comply with the 1933 Act and the rules, regulations and
requirements of the SEC in respect thereof, giving and granting to said
attorneys-in-fact and agents, and each of them, acting together or
alone, full power and authority to do and perform each and every act and thing
whatsoever necessary to appropriate to be done in and about the premises as
fully to all intents as he might or would do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying and
confirming all that his said attorneys-in-fact or substitutes may or shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY expires on August 31, 2000.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/ Jeffrey C. Kalb
------------------
Jeffrey C. Kalb
Dated: August 1, 2000
31
