UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

California Micro Devices Corporation

(Name of Subject Company (Issuer))

Pac-10 Acquisition Corporation

(Offeror)

an indirect, wholly-owned subsidiary of

ON Semiconductor Corporation

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

 

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

130439102

(CUSIP Number of Class of Securities)

George H. Cave, Esq.

ON Semiconductor Corporation

5005 E. McDowell Road

Phoenix, Arizona 85008

Phone (602) 244-6600

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

 

 

Copies to:

David P. Lewis

DLA Piper LLP (US)

2525 East Camelback Road, Suite 1000

Phoenix, Arizona 85016

(480) 606-5100

 

 

CALCULATION OF FILING FEE

 

 

Transaction Valuation*   Amount of Filing Fee*

Not applicable*

  Not applicable*

 

 

 

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

 

¨ Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

Amount Previously Paid:  None    Filing Party:  N/A
Form or Registration No.:  N/A    Date Filed:  N/A

 

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  x Third-party tender offer subject to Rule 14d-1.

 

  ¨ Issuer tender offer subject to Rule 13e-4.

 

  ¨ Going-private transaction subject to Rule 13e-3.

 

  ¨ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.   ¨

 

 

 

SCHEDULE TO

This filing on Schedule TO relates to a planned tender offer by Pac-10 Acquisition Corporation (the “Purchaser”), a Delaware corporation and an indirect, wholly-owned subsidiary of ON Semiconductor Corporation, a Delaware corporation (“ON”), to purchase all outstanding shares of Common Stock, par value $0.001 per share, of California Micro Devices Corporation, a Delaware corporation (“CMD”), to be commenced pursuant to an Agreement and Plan of Merger, dated as of December 14, 2009, by and among ON, the Purchaser and CMD.

The tender offer described in this document has not yet commenced, and this document is neither an offer to purchase nor a solicitation of an offer to sell securities of CMD. At the time the tender offer is commenced, ON and the Purchaser will file a tender offer statement with the U.S. Securities and Exchange Commission (the “SEC”), and will mail an offer to purchase, letter of transmittal and related tender offer documents to CMD’s stockholders. The tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement that will be filed by CMD with the SEC will contain important information, including the various terms of, and conditions to, the tender offer that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to CMD’s stockholders at no expense to them. In addition, these documents will be available at no charge on the SEC’s web site at www.sec.gov.

 

Item 12. Exhibits.

 

Exhibit

  

Exhibit Name

99.1    PowerPoint presentation made to CMD employees on December 14, 2009.
99.2    A set of “Frequently Asked Questions” made available to CMD employees on December 14, 2009.
99.3    Message to ON Semiconductor employees delivered on December 14, 2009.
99.4    Message to ON Semiconductor management delivered on December 14, 2009.
99.5    Message to ON Semiconductor customers delivered on December 14, 2009.
99.6    Message to ON Semiconductor suppliers delivered on December 14, 2009.
99.7    Media and customer talking points distributed on December 14, 2009.
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