UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT toREPORT ~~Section 13 or 15(d) of the~~

~~Securities~~Pursuant ~~Exchange~~to ~~Act~~Section 13 or 15(d) of ~~1934~~the

~~Date~~Securities ofExchange ~~Report:~~Act ~~January 19,~~of ~~2010~~1934

(Date of ~~earliest~~Report: ~~event~~January 21, ~~reported)~~2010

~~California~~(Date ~~Micro Devices~~of ~~Corporation~~earliest event reported)

~~(Exact~~California ~~name~~Micro Devices ofCorporation ~~registrant as specified in its charter)~~

Delaware		0-15449		94-2672609
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

490 N. McCarthy Blvd., No. 100, Milpitas, CA 95035-5112

Delaware

0-15449

94-2672609

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

~~(Address~~490 ofN. ~~principal~~McCarthy ~~executive~~Blvd., No. 100, ~~offices)~~Milpitas, ~~(Zip~~CA ~~Code)~~95035-5112

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices) ~~code:~~ (~~408~~Zip Code) ~~263-3214~~

~~N/A~~Registrant’s telephone number, including area code: (408) 263-3214

~~(Former~~N/A ~~name or former address, if changed since last report.)~~

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant~~changed ~~under~~since ~~any~~last ~~of the following provisions (see General Instruction A~~report.~~2. below~~):

¨Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligations of the ~~Securities~~registrant ~~Act~~under any of the following provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

¨ ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

¨ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

¨ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.14d-~~13e-4~~2(cb))

~~Item~~¨ ~~1.01.~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~13e-4(c) ~~Agreement.~~under the Exchange Act (17 CFR 240-13e-4(c))

OnTable January 20, 2010, California Micro Devices Corporation (the “Company” or “California Micro Devices”) issued a press release announcing that on January 19, 2010 it entered into a memorandum of understanding with plaintiffs’ counsel and the other named defendants to settle the following purported class action lawsuits (the “Lawsuits”) that were filed following the announcement of the pending offer (the “Offer”) made by ON Semiconductor Corporation (“ON Semiconductor”) and its indirect, wholly-owned subsidiary Pac-10 Acquisition Corporation (“Purchaser”), to acquire the Company’s outstanding common stock at $4.70 per share to be followed by a back-end merger: Robert Varrenti v. Robert Dickinson, et al., filed on December 17, 2009 in the Superior Court of California, Santa Clara County; Annamarie Medeiros et al. v. California Micro Devices Corporation, et al., filed on December 21, 2009 in the Court of Chancery in the State of Delaware; and Sanjay Israni, et al. v. California Micro Devices, et al., filed on January 4, 2010 in the Court of Chancery in the State of Delaware. The Lawsuits are described in greater detail in the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 28, 2009, and amended on January 6, 2010 and January 13, 2010 (as amended, the “Schedule 14D-9”). Contents

~~Copies~~TABLE ofOF ~~the memorandum~~CONTENTS ~~of understanding and press release are attached hereto as Exhibit 10.1 and Exhibit 99.1, respectively, and are incorporated herein by reference.~~

Under the terms of the Agreement and Plan of Merger governing the Offer, the settlement is subject to the approval of ON Semiconductor, which may not be unreasonably withheld or delayed. ON Semiconductor has given its approval to the settlement described by the memorandum of understanding.


Item 2.02. Results of Operations and Financial Condition.		2
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.		3
Item 9.01. Financial Statements and Exhibits.		3
Signatures		4

Under the terms of the memorandum of understanding, the Company, the other named defendants (including the Company’s directors) and the plaintiffs have agreed to settle the Lawsuits, subject to court approval. As part of the settlement, the defendants deny all allegations of wrongdoing and deny that the previous disclosures were inadequate but the Company agreed to make available certain additional information to its stockholders in an amendment to the Schedule 14D-9 that the Company is concurrently filing with the SEC. This additional information is also set forth below in Item 82.~~01 of this Form 8-K~~02. ~~The~~Results ~~memorandum~~ of ~~understanding~~Operations further contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including court approval following notice to members of the proposed settlement class. If finally approved by the court, the settlement will resolve all of the claims that were or could have been brought on behalf of the proposed settlement class in the action being settled, including all claims relating to the Offer, the merger, the Merger Agreement, the adequacy of the merger consideration, the negotiations preceding the Merger Agreement, the adequacy and ~~completeness~~ ofFinancial the disclosures made in connection with the Offer and the merger and any actions of the individual defendants in connection with the Offer, the merger or the Merger Agreement, including any alleged breaches of the fiduciary duties of any of the defendants, or the aiding and abetting thereofCondition. If the court does approve of the settlement after a notice period, then all public stockholders who did not elect to opt out of such settlement will be bound thereby. In addition, in connection with the settlement and as provided in the memorandum of understanding, and subject to approval by the court, the Company or its insurer will pay to plaintiffs’ counsel for their fees and expenses an amount not to exceed $495,000. This payment will not affect the amount of consideration to be paid to stockholders of the Company in connection with the Offer and the subsequent merger. Furthermore, any payment is also conditioned on the Offer being consummated so the Company’s stockholders will not indirectly bear such payment.

~~The~~On ~~Company~~January 21, ~~and~~2010, ~~the~~Registrant ~~other defendants maintain that~~ (the ~~lawsuits~~ ~~are~~“Company” ~~completely~~or ~~without~~we) ~~merit.~~announced ~~Nevertheless,~~via innews ~~order~~release ~~to avoid costly litigation and eliminate~~ the ~~risk~~results offor ~~any~~our ~~delay~~fiscal to2010 ~~the~~third ~~closing~~quarter ofended ~~the Offer and subsequent merger~~December 31, ~~and~~2009. ~~because~~The ~~the~~full ~~only~~text ~~effect~~ of the ~~settlement~~news onrelease ~~the~~issued ~~stockholders~~in isconnection towith that ~~provide~~announcement ~~additional~~is ~~disclosure,~~attached ~~the~~as ~~defendants~~Exhibit ~~have~~99.1 ~~agreed~~ to ~~the~~this ~~settlement~~Current ~~contemplated~~Report inon ~~the~~Form ~~memorandum of understanding~~8-K.

~~Item~~Use ~~8.01.~~of ~~Other~~Non-GAAP ~~Events.~~Financial Information

~~The disclosure~~In ~~under~~addition ~~Item~~to 1disclosing financial results calculated in accordance with U.01S. ofgenerally ~~this~~accepted ~~Form~~accounting 8principles (GAAP), the Company’s press release contains non-KGAAP isfinancial ~~incorporated~~measures ~~herein~~that exclude the effects of share-based compensation as required by ~~reference~~Accounting Standards Codification Topic Nos. ~~Following~~718 is“Compensation - Stock Compensation” and 260 “Earnings Per Share” (“ASC 260”). In particular, the ~~additional~~non-GAAP ~~information~~financial measures used by management and disclosed by the Company isexclude ~~making~~the ~~available~~income tostatement ~~its~~effects ~~stockholders~~of inall anforms ~~amendment~~of toshare-based compensation and the ~~Schedule~~effects ~~14D~~of ASC 260 upon the number of diluted shares used in calculating non-9GAAP earnings per share. The non-GAAP financial measures also exclude acquisition-related transaction costs and utilize a tax rate that is based upon the ~~Company~~income istaxes ~~concurrently~~we expect to ~~filing~~actually ~~with~~pay ~~the~~relating ~~SEC~~to this quarter’s activities and results.

1The Company develops an annual budget that includes all components of the income statement, exclusive of share-based compensation. The ~~following~~accounting ~~sets~~expense ~~forth~~impact ~~additional~~of ~~disclosure~~share-based tocompensation beis ~~included~~not ~~under~~discussed or considered when assessing and determining the ~~subheading entitled~~appropriate ~~“Background~~level of ~~the~~budgeted ~~Offer”~~expenses infor ~~Item 4(b)~~cost of ~~the~~sales, research ~~Schedule~~and ~~14-D9~~development (“~~Background~~R&D”), and ~~Reasons~~selling, ~~for~~general ~~the~~and ~~Recommendation~~administrative (“SG&A”): or when determining profitability for purposes of profit sharing and bonuses.

The ~~management~~Company ofuses ~~the~~share-based ~~Company~~compensation ~~primarily~~programs ~~involved~~to inalign ~~the~~employees’ ~~discussions~~actions and ~~negotiations~~behaviors with ~~third parties described in this section were Mr. Robert V. Dickinson, the Company~~stockholders’s ~~President~~interest and ~~Chief~~ ~~Executive~~to ~~Officer;~~be ~~Mr. Kevin J.~~able ~~Berry~~to attract, ~~the~~motivate ~~Company’s Chief Financial Officer;~~ and ~~Mr. Kyle~~retain ~~Baker,~~ the ~~Company’s~~best ~~Vice~~employees ~~President~~in ofa ~~Marketing~~competitive marketplace. ~~With~~Share-based ~~third~~compensation ~~parties~~is ~~who~~only ~~expressed~~one ~~significant~~element ~~interest~~ in ~~exploring discussions~~employee ~~with~~compensation ~~the Company~~ and ~~entered~~is ~~into~~evaluated ~~mutual~~separately ~~confidential~~from ~~disclosure agreements with~~ the ~~Company,~~cost ~~the~~of ~~Company~~other ~~also~~compensation ~~involved,~~programs. ~~as needed~~Specifically, ~~its~~we ~~other~~evaluate our ~~executive~~share-based ~~staff~~compensation ~~members,~~programs ~~including~~from ~~Ms. Zareen Mohta,~~ the ~~Company’s~~perspective ~~Manager~~ of ~~Human Resources; Mr. Manuel Mere,~~ the ~~Company’s~~resulting ~~Vice~~dilution ~~President, Operations~~ and ~~Information~~other ~~Systems; Mr. Juergen Lutz~~metrics, ~~the Company’s Vice President, Engineering;~~ and ~~Mr. Daniel~~not ~~Hauck,~~from the ~~Company’s~~resulting ~~Vice~~expense ~~President,~~to ~~Sales~~be recorded.

AsThe ~~previously disclosed, the~~ Company ~~evaluated~~did ~~approximately~~not 15contemplate ~~potential~~that ~~acquisitions~~there ~~and~~was ~~investments~~going ~~between~~to ~~late~~be ~~2008~~an acquisition and ~~August~~ ~~2009,~~hence ~~with~~that the Company’s ~~management~~would ~~ultimately~~be ~~determining,~~incurring ~~after~~acquisition-related ~~consultation~~transaction ~~in some instances with the California Micro Devices Board~~costs, ~~that~~when ~~none~~it ofwas ~~them~~developing ~~were~~its infiscal ~~the~~2010 ~~best interests of the Company~~ budget or announcing its ~~stockholders~~guidance tofor ~~pursue. The reasons~~ the ~~Company’s~~fiscal ~~management~~2010 ~~determined~~third ~~that~~quarter. ~~the~~Thus, ~~potential~~acquisition-related ~~acquisitions~~transaction ~~and~~costs ~~investments~~ were not infactored ~~the~~into ~~best~~such ~~interests~~budget ~~of the Company~~ or ~~its~~guidance ~~stockholders~~and ~~were~~we ~~that~~have ~~most~~excluded ofsuch ~~these~~costs ~~companies~~when ~~were~~we ~~still~~considered ~~early~~our ~~stage~~profitability ~~and~~for ~~therefore~~purposes ~~would~~of ~~require~~profit ~~substantial~~sharing ~~investment to become cash flow positive~~ and ~~had substantial technical risk or market risk~~bonuses.

AsWhen ~~previously disclosed,~~we ondevelop ~~March 12,~~our ~~2009~~annual budget, ~~the~~for ~~California~~taxes ~~Micro~~we ~~Devices~~consider ~~Board~~only ~~determined~~the ~~that,~~taxes inwe ~~light~~expect ofto ~~the~~pay ~~depressed~~rather ~~stock~~than ~~market~~taxes ~~and~~determined ~~other~~in accordance ~~factors,~~with itGAAP ~~was~~which ~~not~~may influctuate ~~the~~substantially ~~best~~over ~~interests~~the ofnext ~~the~~several ~~Company’s~~years ~~stockholders~~as towe ~~actively~~assess ~~pursue~~whether ~~negotiations~~and ~~at that~~when ~~time~~to ~~regarding~~make afurther ~~sale~~releases of or accruals to the ~~Company.~~valuation ~~The~~allowance ~~other~~against ~~factors~~our ~~considered~~deferred bytax ~~the~~asset. ~~California~~When ~~Micro~~we ~~Devices~~consider ~~Board~~our onprofitability for ~~March 12~~purposes of profit sharing and bonuses, ~~2009~~we ~~included~~do ~~its~~not ~~views~~consider ~~that:~~taxes.

•Management has determined that inclusion of these non-GAAP financial measures provides investors a meaningful presentation of the ~~stock~~Company’s ~~market~~operating ~~was~~results ~~not~~in ~~functioning~~addition ~~efficiently~~to the GAAP disclosure. As management uses these non-GAAP measures internally for ~~small~~strategic decision making, forecasting future results and evaluating the Company’s current performance, management believes these measures assist investors’ understanding of how management views the Company’s operating results. These measures enhance overall understanding of the Company’s current financial performance and better enable comparability to prior results. Management believes cost of sales excluding share-~~cap~~based compensation, ~~thinly~~and ~~traded~~operating ~~stocks~~expenses such as ~~the~~SG&A ~~Company;~~and R&D excluding

~~• the Company’s stock price had been trading for the last five months at or below $~~2~~.00~~ ~~per share, which were historically low levels that effectively meant the Company had zero enterprise value;~~

•Table asof a result the Company was undervalued in the market and a buyer would most likely base a price on premium to market rather than what the California Micro Devices Board believed was the Company’s true value;Contents

• share-based ~~the~~compensation ~~Company’s~~are ~~business~~useful ~~had~~information ~~contracted~~for ~~during~~investors ~~the~~because ~~economic~~comparative ~~slowdown~~differences ~~and~~in ~~revenue~~the ~~was~~corresponding ~~just~~GAAP ~~beginning~~measures tofor ~~recover~~different ~~and~~periods ~~was~~may ~~expected~~reflect tofactors ~~improve,~~such ~~which~~as ~~meant~~a ~~that~~different stock aprice ~~sale~~when ofequity ~~the~~awards ~~Company~~were atmade ~~that~~and ~~time~~different ~~would~~equity ~~have~~award ~~been~~practices atrather orthan ~~near~~changes in the ~~bottom~~operation of the ~~Company’s~~business. ~~historic revenue and expected future revenue; and~~

•The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in its press release. The non-GAAP financial measures disclosed by the Company ~~had~~should ~~encouraging~~not ~~customer~~be ~~prospects~~considered a substitute for, or ~~revenue~~superior ~~recovery~~to, financial measures calculated in accordance with GAAP, and ~~cost~~the ~~saving~~financial ~~plans~~results ~~that~~calculated ~~were~~in ~~expected~~accordance towith ~~enable~~GAAP itand reconciliations to ~~return~~those tofinancial ~~positive~~statements ~~cash~~should ~~flow~~be ~~and~~carefully ~~achieve~~evaluated. The non-GAAP ~~profitability~~financial measures used by the Company may be calculated differently from, ~~both~~and oftherefore ~~which~~may ~~were~~not ~~expected~~be comparable to, ~~increase~~similarly ~~the~~titled ~~Company’s~~measures ~~value~~used asby ~~they~~other ~~became known~~companies.

AsThe ~~previously~~information ~~disclosed,~~contained onin ~~June 3,~~this ~~2009,~~Current ~~the~~Report ~~California~~on ~~Micro~~Form ~~Devices~~8-K ~~Board~~shall ~~instructed the~~not ~~Company’s~~be ~~management~~deemed to“filed” ~~further evaluate potential strategic alternatives and to defer hiring an investment banker~~ for purposes of ~~running~~Section 18 anof ~~auction~~the ~~process~~Securities ~~while~~Exchange ~~continuing~~Act toof ~~pursue~~1934 ~~informal~~(the ~~discussions~~“Exchange ~~with~~Act”) ~~Company~~or Aotherwise ~~and~~subject ~~ON Semiconductor.~~to ~~The California Micro Devices Board instructed~~ the ~~Company’s~~liabilities of ~~management to defer hiring an investment banker at~~ that ~~time primarily because~~section, ~~for~~nor ~~the~~shall ~~reasons~~it ~~described~~be indeemed ~~the~~incorporated ~~bullet~~by ~~points~~reference ~~above, the Company would be~~ in aany ~~better position~~filing tounder ~~evaluate~~the aSecurities ~~potential~~Act ~~sale~~of as1933 ~~well~~or as the ~~appropriateness~~Exchange ofAct, anexcept ~~auction~~as ~~process~~expressly ~~run~~set forth by anspecific ~~investment~~reference ~~bank~~in ~~after~~such ~~additional and expected improved quarterly financial results were available~~filing.

AsItem ~~previously~~5.02 ~~disclosed,~~Departure ~~beginning~~of ~~February~~Directors ~~2009~~or ~~and~~Certain ~~over~~Officers; ~~the~~Election ~~next few months, the Company’s management held meetings and participated in conversations with representatives~~ of ~~Company~~Directors; A.Appointment ~~The type~~ of ~~transaction~~Certain ~~that~~Officers; ~~the~~Compensatory ~~Company~~Arrangements ~~discussed with Company A was a stock-for-stock merger where the Company would be the surviving corporation and the Company’s current shareholders would own a minority position. No indication~~ of ~~interest~~Certain ~~was submitted to the Company by Company A~~Officers.

AsOn ~~previously disclosed, on June~~January 3021, ~~2009~~2010, ~~Company~~Registrant’s Aboard ~~informed~~of directors considered bonuses for the ~~Company’s~~fiscal ~~management~~2010 ~~that~~third itquarter, ~~would~~some ~~not~~of which ~~continue~~were ~~discussions~~paid ~~regarding~~to athe ~~potential~~named ~~strategic~~executive officers. The board of directors determined to exclude acquisition-related transaction ~~with~~costs in the ~~Company.~~calculation ~~The~~of ~~reasons~~the ~~discussions~~different ~~ceased~~bonus ~~with~~criteria, ~~Company~~including Athe ~~were~~non-GAAP ~~concerns~~profitability ~~expressed~~constraint. byThe aggregate ~~Company~~amount Aof bonuses paid to ~~the~~all ~~Company~~employees ~~about~~was ~~possible~~approximately ~~adverse~~$145,000; ~~tax~~otherwise, ~~consequences~~had ~~and~~such ~~the~~costs ~~future~~been ~~profitability~~factored in, no bonus would have been paid. This exclusion was pursuant to the authority of the ~~Company’s~~board ~~protection~~of ~~business.~~directors Inin ~~addition~~its sole discretion to “determine whether unusual events or transactions, including acquisitions, asset sales or write-offs, will be included in the ~~Company’s~~bonus ~~management~~payout ~~expressed~~calculation.” ~~concerns~~The amounts paid to ~~Company~~the Anamed ~~that,~~executive ifofficers ~~such~~were a$18,606 ~~transaction~~to ~~was~~Robert V. Dickinson, ~~completed~~President ~~with~~and ~~Company~~CEO; A$7,831 ~~Company~~to ~~A’s~~Kevin ~~recent~~J. ~~stock~~Berry, ~~price~~Chief ~~appreciation~~Financial ~~would~~Officer; ~~mean~~$7,831 ~~that~~to ~~the~~Vice ~~Company’s~~Presidents ~~shareholders~~Kyle ~~would~~Baker ~~not~~and ~~receive~~Juergen anLutz; ~~appropriate~~and ~~level~~$7,568 ofto ~~ownership~~Vice inPresidents ~~Company~~Manuel AMere and Daniel Hauck.

AsItem previously disclosed, on July 6, 2009, the California Micro Devices Board held a meeting to discuss ON Semiconductor’s revised expression of interest, the status of other open discussions and the other strategies available to the Company9.01. AtFinancial ~~this~~Statements ~~meeting, the California Micro Devices Board was apprised of the status of discussions with Company A, which had ceased since the last California Micro Devices Board update,~~ and ~~the strategies discussed including remaining a stand-alone company, acquiring another company or business, or pursuing a quasi-merger of equals~~Exhibits.

As previously disclosed, on July 6, 2009, the California Micro Devices Board advised the Company’s management to respond to ON Semiconductor that the Company would be willing to enter into active negotiations at a purchase price of $5.50 per share without a market check that a more formal process would entail. As of July 6, 2009, the Company was beginning to experience some modest recovery in revenue and improvement in cash flows. However, the California Micro Devices Board continued to believe that the Company was undervalued and that additional financial results were necessary to demonstrate the Company’s prospects for growth and improved valuation. Nevertheless, the California Micro Devices Board believed that a purchase price of $5.50 per share represented a price that would well exceed the Company’s expected stock market valuation and therefore would justify active negotiations with a single party without the need to wait for future financial results or to conduct a formal auction process. The California Micro Devices Board also considered information provided by third parties, including Needham & Company (~~which had informally provided financial analysis to the Company~~d). ~~Following~~Exhibits ~~discussion of the factors described above, the California Micro Devices Board concluded that $4.60 was too low whereas $5.50 would warrant pursuing discussions for the reasons stated.~~

AsExhibit ~~previously disclosed~~99.1, ~~between June 2009 and September 2009, the Company~~Registrant’s ~~management identified~~News ~~and~~Release ~~contacted~~dated seven additional companies about whether they would be interested in pursuing a strategic transaction with the Company. The seven companies were identified by both the Company’s management and members of the CaliforniaJanuary 21, Micro Devices Board based on their extensive industry knowledge. The Company’s management and members of the California Micro Devices Board believed and determined that these companies would most likely be interested in acquiring the Company because they would see value in the Company’s technology and customer relationships and would derive greater profitability from the Company’s business than the Company could on a standalone basis through consolidation and because of their greater scale. The Company’s management and the California Micro Devices Board determined2010, ~~based~~is onfurnished ~~industry~~pursuant ~~knowledge, that other candidates were significantly less likely due~~ to ~~the absence or materially lesser magnitude of these synergies~~Item 2. ~~The~~02 ~~Company had already spoken to four companies, beside ON Semiconductor, one~~ of ~~whom~~Form was Company A. The Company’s management and the California Micro Devices Board concluded that only buyers who could realize synergies similar to those described above would be willing to pay a substantial premium above the Company’s current stock price, and therefore determined and believed that it would not be productive or otherwise worthwhile to contact purely “financial” or “non8-~~strategic” buyers such as private equity funds~~K.

As3 previously disclosed, on May 22, 2009, representatives of one of the Company’s largest stockholders, at the request of the stockholder, made a presentation to the California Micro Devices Board in which it recommended that the California Micro Devices Board attempt to maximize long-term stockholder value by exploring a sale of the Company to a strategic acquirer, indicating its belief that, based on an internal analysis, the Company could be sold at a price range of $4.00 to $5.00 per share. The stockholder who made this presentation was RiverSource Investments, LLC, through its investment advisor Seligman Investment.

AsTable previously disclosed, on November 27, 2009, the California Micro Devices Board held a meeting and evaluated and discussed the non-binding proposals from Company C and ON Semiconductor, the alternatives of retaining an investment banker to perform an auction process, entering into exclusive negotiations with ON Semiconductor and remaining as a stand-alone company by executing a strategy of growth either organically or through acquisition. At this meeting, the California Micro Devices Board discussed and evaluated the likelihood that the Company could grow itself, by obtaining more revenue from existing customers or more customers and by developing new products internally or that it could grow by acquiring technologies or products developed by other companies or by acquiring other companies rapidly enough to be viable on a long term basis. Contents

2.SIGNATURES The following sets forth additional disclosure to be included under the subheading entitled “Opinion of California Micro Devices’ Financial Advisor” in Item 4(b) of the Schedule 14-D9 (“Background and Reasons for the Recommendation”):

~~The~~Pursuant ~~California~~to ~~Micro~~the ~~Devices~~requirements ~~Board~~of ~~considered~~the ~~seven~~Securities ~~financial~~and ~~advisors~~Exchange inAct ~~its~~of ~~selection~~1934, ~~process. Needham & Company was retained by~~ the ~~California~~Registrant ~~Micro~~has ~~Devices~~duly ~~Board~~caused tothis ~~act~~Report ~~as its financial advisor based~~ on ~~Needham &~~Form ~~Company’s~~8-K ~~experience~~to ~~as a financial advisor in mergers and acquisitions as well as Needham &~~be ~~Company’s~~signed ~~familiarity~~on ~~with~~its ~~the~~behalf ~~Company~~by ~~and~~ the ~~semiconductor~~undersigned, ~~industry~~thereunto ~~generally.~~duly ~~The~~authorized ~~cash~~on ~~fee~~the ~~paid~~27th today ~~Needham & Company in connection with its rendering~~ of ~~its fairness opinion was $250~~January,~~000~~ 2010.

~~Needham &~~CALIFORNIA ~~Company’s~~MICRO ~~presentation~~DEVICES toCORPORATION ~~the~~(Registrant) ~~California~~By: ~~Micro~~/s/ ~~Devices~~ROBERT ~~Board~~V. ~~did~~DICKINSON ~~not~~Robert ~~include~~V. aDickinson ~~discounted~~President ~~cash~~and ~~flow~~Chief ~~analysis~~Executive ~~because Needham & Company did not have reliable projections for a sufficiently long time period to perform a discounted cash flow analysis that would be useful in valuing California Micro Devices.~~ Officer

As4 previously disclosed with respect to the selected company analysis performed by Needham & Company, Needham & Company evaluated the ratios of enterprise value as a multiple of projected calendar year 2010 EBITDA of the Company relative to the range of comparable ratios for the selected companies. In evaluating these ratios, Needham & Company was aware that the Company’s management projected sequential quarterly growth in EBITDA during calendar year 2010, as set forth in the section “Projected Financial Information” beginning on page 32 of the Schedule 14D-9 (which information is included below as well). In addition, the multiples derived by Needham & Company in the selected companies analysis were based on observed prices in the trading markets and did not include a control premium.

WithTable respectof to the selected company analysis performed by Needham & Company, the following table sets forth information concerning the following additional multiples for the selected companies and the Company at the Offer Price: Contents

•Exhibit ~~enterprise~~Index ~~value as a multiple of latest twelve months EBITDA;~~

• enterprise value as a multiple of projected calendar year 2009 EBITDA;


Exhibit		Description

99.1		Registrant’s News Release dated January 21, 2010, is furnished pursuant to Item 2.02 of Form 8-K.

•5 ~~enterprise value as a multiple of projected calendar year 2010 EBITDA;~~

• price per share to the latest twelve month earnings per share;

• price per share to the estimated calendar year 2009 earnings per share; and

• price per share to book value.

	Low	High	Mean	Median	CaliforniaMicroDevices@ $4.70OfferPrice
Enterprise value as a multiple of latest twelve months EBITDA	7.1x	23.8x	13.7x	12.0x	NM
Enterprise value as a multiple of projected calendar year 2009 EBITDA	8.0x	12.5x	10.9x	11.6x	NM
Enterprise value as a multiple of projected calendar year 2010 EBITDA	5.4x	15.9x	8.9x	7.4x	15.4x
Price per share to the latest twelve month earnings per share	16.9x	73.6x	45.2x	45.2x	NM
Price per share to the estimated calendar year 2009 earnings per share	19.0x	66.4x	48.7x	60.6x	NM
Price per share to book value	1.1x	3.9x	2.0x	1.7x	2.4x

With respect to the selected transactions analysis performed by Needham & Company, the following table sets forth information concerning the transaction and enterprise value for each of the transactions analyzed:

Transaction	AnnouncedTransaction Value($ in millions)		Enterprise Value($ in millions)
ON Semiconductor/PulseCore(1)	$	17.0	$	17.0
ON Semiconductor/Catalyst(2)	$	115.0	$	85.4
Diodes/Zetex(3)	$	176.0	$	151.1
ON Semiconductor/AMIS Holdings(4)	$	915.0	$	1,074.4
ON Semiconductor/Analog Devices(1)	$	185.0	$	185.0
Exar/Sipex(5)	$	174.5	$	212.4
Cirrus Logic/Apex(1)	$	42.0	$	42.0
ON Semiconductor/California Micro Devices Corporation	$	111.5	$	67.3

(1) Enterprise value deemed equal to transaction value since no balance sheet information was available.

(2) All-stock consideration, transaction value based on the closing stock price of ON Semiconductor on July 16, 2008.

(3) Balance sheet financial information based on Euro/Dollar exchange rate of 1.57425 on April 4, 2008.

(4) All-stock consideration, transaction value based on the closing stock price of ON Semiconductor on December 12, 2007.

(5) All-stock consideration, transaction value based on the closing stock price of Exar on May 7, 2007.

With respect to the premiums paid analysis performed by Needham & Company, the following table sets forth information concerning the transaction value and premiums paid for each transaction:

				AnnouncedTransactionValue($ in millions)		Premium Paid (1)
AnnouncementDate	CompletionDate	Target	Acquiror		Price PerShare ($)	1 Day(Last Close)		7 Day		30 Day		60 Day		90 Day
12/07/09	Pending	ZiLOG, Inc.	IXYS Corp.	62.4	3.59	21	%	19	%	30	%	37	%	41	%
10/05/09	11/27/09	OpenTV Corp.	Kudelski SA	144.9	1.55	17	%	11	%	21	%	5	%	23	%
04/27/09	06/29/09	Tundra Semiconductor Corp.	Integrated Device Technology, Inc.	99.9	5.17	14	%	15	%	45	%	138	%	78	%
05/11/09	06/23/09	Catapult Communications Corp.	Ixia	104.5	9.25	9	%	24	%	35	%	47	%	31	%
12/23/08	03/12/09	Scopus Video Networks Ltd.	Harmonic, Inc.	78.3	5.62	46	%	54	%	52	%	27	%	22	%
09/04/08	10/31/08	Captaris, Inc.	Open Text Corp.	127.1	4.80	28	%	27	%	42	%	22	%	16	%
09/15/08	10/30/08	Napster, Inc.	Best Buy Co., Inc.	125.0	2.65	95	%	102	%	69	%	143	%	77	%
06/17/08	10/07/08	Motive, Inc.	Alcatel-Lucent SA	67.8	2.23	53	%	24	%	49	%	54	%	44	%
06/06/08	09/04/08	Tumbleweed Communications Corp.	Sopra Groupe SA	138.2	2.70	53	%	46	%	99	%	88	%	131	%
05/01/08	06/18/08	NetManage, Inc.	Micro Focus International PLC	69.7	7.20	73	%	74	%	71	%	51	%	38	%
03/10/08	05/23/08	WJ Communications, Inc.	TriQuint Semiconductor, Inc.	68.7	1.00	18	%	18	%	67	%	33	%	35	%
12/27/07	03/06/08	Document Sciences Corp.	EMC Corp.	59.3	14.75	79	%	76	%	72	%	44	%	60	%
05/03/07	08/20/07	EasyLink Services Corp.	Internet Commerce Corp.	63.8	5.80	12	%	14	%	14	%	16	%	19	%
04/23/07	07/20/07	Terayon Communications Systems, Inc.	Motorola, Inc.	139.7	1.80	4	%	9	%	18	%	-20	%	-4	%
05/14/07	07/12/07	Stratos International, Inc.	Emerson Electric Co.	118.0	8.00	3	%	-1	%	7	%	11	%	8	%
01/08/07	05/25/07	Therma-Wave, Inc.	KLA Instruments Corp.	75.0	1.65	32	%	38	%	10	%	22	%	22	%
		California Micro Devices(2)	ON Semiconductor	111.5	4.70	54	%	57	%	62	%	53	%	48	%

(1) Premiums paid based on calendar days.

(2) Implied transaction premium based on closing prices as of 12/11/2009.

For purposes of the selected company, selected transactions and premiums paid analyses performed by Needham & Company, there was no identical company, transaction or business that was identical to either California Micro Devices or the Transaction. Accordingly, the evaluation of the results of these analyses was not entirely a matter of mathematical comparison, but rather involved complex considerations and judgments concerning differences in the financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the selected companies or selected transactions or the Company or Transaction to which they were being compared.

3. The following sets forth additional disclosure to be included under the subheading entitled “Projected Financial Information” in Item 8 of the Schedule 14-D9 (“Additional Information”):

The Company’s senior management does not as a matter of course make public projections as to future performance or earnings beyond the current fiscal quarter and is especially wary of making projections for extended periods due to the significant unpredictability of the underlying assumptions and estimates. However, the Company provided certain financial forecasts prepared by senior management to ON Semiconductor, Purchaser, and the California Micro Devices Board in connection with their consideration of the Offer and the Merger and to Needham & Company in connection with its analysis described under “Opinion of California Micro Devices’ Financial Advisor.” We are including below additional projections, which were provided to ON Semiconductor, Purchaser, the California Micro Devices Board and in certain cases to Needham & Company, to provide our stockholders access to this information. The inclusion of this information should not be regarded as an indication that ON Semiconductor, Purchaser, the California Micro Devices Board, Needham & Company or any other recipient of this information considered, or now considers, it to be a reliable prediction of future results or to be material as to the decision by stockholders to accept the Offer and tender their Shares.

The projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions, including the continuation of the general economic recovery throughout most of the world during 2010, as well as matters specific to the Company’s business, including the success of the products of the Company’s customers in which the Company’s devices are incorporated, its access to sufficient wafer, assembly and test capacity, and its ability to achieve projected product costs and maintain spending at projected levels. Many of these matters are beyond the Company’s control and the continuing turmoil in general economic conditions and the uncertain level of future consumer spending, particularly in the United States and Chinese markets for mobile phones and the world-wide market for digital consumer electronic products such as set top boxes and digital TVs, create significant uncertainty around the projections. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected.

Since the projections cover multiple fiscal quarters, and since the Company does not typically receive long-term commitments or long-term forecasts from its customers, such information by its nature becomes less reliable with each successive quarter. The financial projections were prepared solely for internal use, and for the use of ON Semiconductor, the California Micro Devices Board and their respective advisors in connection with the potential transaction and not with a view toward public disclosure or toward complying with generally accepted accounting principles, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The projections included herein were prepared by the Company’s management. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared.

The Company has made publicly available its actual results of operations for the quarter ended September 30, 2009, and its updated revenue and profit estimates for the quarter ended December 31, 2009. You should review the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and the Company’s Current Reports on Form 8-K dated October 29, 2009 and January 11, 2010, to obtain this information. See “Additional Information.” Readers of this solicitation/recommendation statement are strongly cautioned not to place undue reliance on the projections set forth below. No one has made or makes any representation to any stockholder regarding the information included in these projections.

The inclusion of projections herein should not be regarded as an indication that such projections will be an accurate prediction of future events, and they should not be relied on as such. Except as required by applicable securities laws, the Company undertakes no obligation to update, or otherwise revise the material projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

Projected Net Operating Loss: On December 7, 2009, the Company’s management provided ON Semiconductor financial information that estimated a projected net operating loss carryforward of approximately $59 million as of March 31, 2010.

Projected Depreciation: On December 7, 2009, the Company’s management provided ON Semiconductor and Needham & Company the following projected financial information regarding estimated depreciation, which information assumed that no fixed asset purchases would occur during the periods indicated:

(Estimated)	Calendar Year 2010
	For threemonths endedMarch 31,2010		For threemonths endedJune 30,2010		For threemonths endedSeptember 30,2010		For threemonths endedDecember 31,2010		For twelvemonths endedDecember 31,2010
	($ in millions)
Depreciation	$	0.2	$	0.2	$	0.2	$	0.2	$	0.8

Projected Capital Expenditures and Change in Working Capital: The Company’s management provided ON Semiconductor and Needham & Company the following projected financial information regarding estimated capital expenditures and changes in working capital:

(Estimated)	Calendar Year 2009					Calendar Year 2010
	ForthreemonthsendedDecember 31,2009		FortwelvemonthsendedDecember 31,2009			Forthreemonthsended March 31,2010			ForthreemonthsendedJune 30,2010		ForthreemonthsendedSeptember 30,2010		ForthreemonthsendedDecember 31,2010		FortwelvemonthsendedDecember 31,2010
	($ in millions)
Capital expenditures	$	0.05	$	0.17		$	0.27		$	0.05	$	0.10	$	0.10	$	0.52
Change in working capital	$	0.3	$	(3.4	)	$	(0.1	)	$	0.3	$	1.0	$	1.0	$	2.2

* * *

Important Additional Information About the Transaction

This Report is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of California Micro Devices common stock are being made pursuant to an offer to purchase and related materials that Pac-10 Acquisition Corporation, an indirect, wholly-owned subsidiary of ON Semiconductor, has filed with the SEC and mailed to California Micro Devices’ stockholders. Pac-10 Acquisition Corporation has filed a tender offer statement on Schedule TO with the SEC with respect to the offer, and California Micro Devices has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the Offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials are available at no charge from the SEC through its website at www.sec.gov.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 – Memorandum of Understanding dated January 19, 2010.

Exhibit 99.1 – Press release dated January 20, 2010.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 20th day of January, 2010.

CALIFORNIA MICRO DEVICES CORPORATION (Registrant) By: /s/ ROBERT V. DICKINSON Robert V. Dickinson President and Chief Executive Officer

Exhibit Index

Exhibit		Description
10.1		Exhibit 10.1 – Memorandum of Understanding dated January 19, 2010.
99.1		Exhibit 99.1 – Press release dated January 20, 2010.

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