~~Table~~UNITED ofSTATES ~~Contents~~

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

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

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

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

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

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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report: ofJanuary 27, ~~1934~~2010

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

~~(Date~~California ofMicro Devices ~~earliest~~Corporation ~~event reported)~~

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

(Exact name of registrant as specified in its charter)

Delaware

0-15449

94-2672609

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

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

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

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

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

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

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

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

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

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

¨ ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

¨ Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240~~.14d~~-213e-4(bc))

¨Item ~~Pre-commencement~~3.01. ~~communications~~Notice ~~pursuant~~of Delisting or Failure to ~~Rule~~Satisfy ~~13e-4(c)~~a ~~under~~Continued ~~the~~Listing ~~Exchange~~Rule ~~Act~~or ~~(17~~Standard; ~~CFR~~Transfer ~~240-13e-4(c))~~of Listing.

~~Table~~Pursuant to the terms of ~~Contents~~the Agreement and Plan of Merger, dated as of December 14, 2009 (the “Merger Agreement”), by and among ON Semiconductor Corporation, a Delaware corporation (“ON Semiconductor”), Pac-10 Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of ON Semiconductor (“Purchaser”), and California Micro Devices Corporation, a Delaware corporation (the “Company”), Purchaser commenced a cash tender offer (the “Offer”) on December 28, 2009, to purchase all of the outstanding shares of the Company’s common stock (the “Shares”) at a price of $4.70 per share, net to the seller in cash, without interest thereon and less any required withholding tax (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 28, 2009, and the related Letter of Transmittal.

~~TABLE~~The OFOffer ~~CONTENTS~~expired at 12:00 midnight, New York City time, on Tuesday, January 26, 2010. On January 27, 2010, ON Semiconductor announced that, based on final information provided by Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), 21,257,315 Shares were validly tendered and not withdrawn immediately prior to the expiration of the Offer (plus another 339,156 Shares tendered to the Depositary pursuant to the Offer’s guaranteed delivery procedures), that Purchaser has accepted such validly tendered Shares for payment in accordance with the terms of the Offer and that Purchaser has paid for, or will promptly pay for, such Shares. Following acceptance for payment of such Shares on January 27, 2010, ON Semiconductor and Purchaser owned approximately 90.5% of the outstanding Shares.

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

On January 27, 2010, pursuant to the terms of the Merger Agreement, ON Semiconductor caused Purchaser to merge with and into the Company (the “Merger”) in accordance with applicable provisions of Delaware law that authorize the completion of the Merger without a vote or meeting of the stockholders of the Company. The Company was the surviving corporation in the Merger and continues to exist as an indirect, wholly-owned subsidiary of ON Semiconductor.

~~Item~~At 2the effective time of the Merger, each remaining publicly held Share (other than Shares held by ON Semiconductor, the Company or their respective subsidiaries, and other than Shares for which appraisal rights are properly demanded and perfected in accordance with Delaware law) was automatically converted into the right to receive an amount per share equal to the Offer Price (the “Merger Consideration”).~~02.~~ ~~Results~~Stockholders of ~~Operations~~the Company immediately prior to the Merger ceased to have any rights as stockholders of the Company other than the right to receive their Merger Consideration and ~~Financial~~other ~~Condition~~than the appraisal rights of those stockholders of the Company who have properly demanded appraisal under the Delaware General Corporation Law.

OnAs ~~January 21,~~a ~~2010,~~result ~~Registrant~~of (the “Merger, the Company” orno ~~we)~~longer ~~announced~~fulfills ~~via~~the numerical ~~news~~listing ~~release~~requirements of the ~~results~~Nasdaq ~~for~~Global ~~our~~Market ~~fiscal~~(“Nasdaq”). Accordingly, on January 27, 2010, ~~third~~at ~~quarter~~the ~~ended~~Company’s ~~December 31~~request, ~~2009~~Nasdaq filed with the U.S. ~~The~~Securities ~~full~~and ~~text~~Exchange ofCommission (the ~~news~~“SEC”) ~~release~~a ~~issued~~Notification of inRemoval ~~connection~~from ~~with~~Listing ~~that announcement~~and/or isRegistration ~~attached~~under asSection 12(b) ~~Exhibit~~of ~~99.1~~the toSecurities ~~this~~Exchange ~~Current~~Act ~~Report~~of 1934, as amended, on Form ~~8-K~~25, thereby effecting the delisting of the Shares from Nasdaq.

~~Use~~The foregoing summary description of ~~Non-GAAP~~the ~~Financial~~Merger ~~Information~~Agreement does not purport to be complete and is entirely qualified by reference to the terms of the Merger Agreement, a copy of which was included as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on December 15, 2009, and which is incorporated herein by reference.

InItem ~~addition to disclosing financial results calculated in accordance with U~~5.S01. ~~generally~~Changes ~~accepted~~in ~~accounting~~Control ~~principles (GAAP), the Company’s press release contains non-GAAP financial measures that exclude the effects~~ of ~~share-based compensation as required by Accounting Standards Codification Topic Nos~~Registrant. 718 “Compensation - Stock Compensation” and 260 “Earnings Per Share” (“ASC 260”). In particular, the non-GAAP financial measures used by management and disclosed by the Company exclude the income statement effects of all forms of share-based compensation and the effects of ASC 260 upon the number of diluted shares used in calculating non-GAAP earnings per share. The non-GAAP financial measures also exclude acquisition-related transaction costs and utilize a tax rate that is based upon the income taxes we expect to actually pay relating to this quarter’s activities and results.

The ~~Company~~disclosure ~~develops~~under ~~an annual budget that includes all components of the income statement, exclusive of share-based compensation~~Item 3.01 ~~The accounting expense impact of share-based compensation~~ is ~~not~~incorporated ~~discussed~~herein orby considered when assessing and determining the appropriate level of budgeted expenses for cost of sales, research and development (“R&D”), and selling, general and administrative (“SG&A”) or when determining profitability for purposes of profit sharing and bonusesreference.

~~The~~As ~~Company~~a ~~uses~~result ~~share-based~~of ~~compensation~~the ~~programs to align employees’ actions and behaviors with stockholders’ interest and to be able to attract~~Merger, ~~motivate and retain the best employees in~~ a ~~competitive~~change ~~marketplace. Share-based compensation is only one element in employee compensation and is evaluated separately from the cost~~ of ~~other compensation programs. Specifically, we evaluate~~ ~~our~~control ~~share-based compensation programs from the perspective~~ of the ~~resulting~~Company ~~dilution~~occurred and ~~other~~the ~~metrics,~~Company ~~and~~has ~~not~~become ~~from~~an ~~the~~indirect, ~~resulting~~wholly ~~expense~~owned tosubsidiary beof ~~recorded~~ON Semiconductor.

~~The~~Item Company did not contemplate that there was going to be an acquisition and hence that the Company would be incurring acquisition-related transaction costs, when it was developing its fiscal 2010 budget or announcing its guidance for the fiscal 2010 third quarter5.02. ~~Thus,~~Departure ~~acquisition-related~~of ~~transaction~~Directors ~~costs were not factored into such budget~~ or ~~guidance~~Principal ~~and~~Officers; weElection ~~have~~of ~~excluded~~Directors; ~~such~~Appointment ~~costs when we considered our profitability for purposes~~ of ~~profit sharing~~Principal ~~and bonuses~~Officers.

~~When~~The wedisclosure ~~develop~~under our annual budget, for taxes we consider only the taxes we expect to pay rather than taxes determined in accordance with GAAP which may fluctuate substantially over the next several years as we assess whether and when to make further releases of or accruals to the valuation allowance against our deferred tax assetItem 3.01 ~~When~~is weincorporated ~~consider~~herein ~~our~~by ~~profitability for purposes of profit sharing and bonuses, we do not consider taxes~~reference.

~~Management~~Pursuant ~~has~~to ~~determined~~the ~~that~~terms ~~inclusion~~ of ~~these~~the ~~non-GAAP~~Merger ~~financial measures~~Agreement, ~~provides~~all ~~investors~~members ~~a meaningful presentation~~ of the Company’s ~~operating~~board ~~results~~of indirectors ~~addition~~resigned immediately prior to the effective ~~GAAP~~time ~~disclosure.~~of Asthe ~~management~~Merger. ~~uses~~The ~~these~~new ~~non-GAAP~~directors ~~measures~~of ~~internally~~the ~~for~~Company ~~strategic~~are ~~decision~~Messrs. ~~making,~~Keith ~~forecasting~~D. ~~future~~Jackson ~~results~~ and ~~evaluating~~ ~~the~~Donald ~~Company’s~~Colvin ~~current~~who ~~performance,~~are ~~management~~among ~~believes~~the ~~these~~executive ~~measures assist~~officers ~~investors’ understanding~~ of ~~how~~ON ~~management~~Semiconductor. ~~views the Company’s operating results~~Mr. Jackson ~~These~~is ~~measures~~also ~~enhance~~a ~~overall~~member ~~understanding~~ of the ~~Company’s~~ ~~current~~board ~~financial~~of ~~performance~~directors ~~and~~of ~~better~~ON ~~enable~~Semiconductor. It ~~comparability~~is tonot ~~prior~~anticipated ~~results.~~that ~~Management~~the ~~believes~~Company’s ~~cost~~board of ~~sales~~directors ~~excluding~~will ~~share-based~~have ~~compensation,~~any ~~and~~committees. ~~operating expenses such as SG&A and R&D excluding~~

2Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Table~~The ofdisclosure ~~Contents~~under Item 3.01 is incorporated herein by reference.

~~share-based~~Pursuant ~~compensation~~to ~~are~~the ~~useful~~Merger ~~information~~Agreement, ~~for~~at ~~investors~~the ~~because~~effective ~~comparative~~time ~~differences~~of in the ~~corresponding~~Merger, ~~GAAP~~the ~~measures~~certificate ~~for~~of ~~different~~incorporation ~~periods~~of ~~may~~the ~~reflect~~Company ~~factors~~and ~~such~~the asbylaws aof ~~different~~the ~~stock~~Company ~~price~~were ~~when~~amended ~~equity~~and ~~awards~~restated ~~were~~in ~~made~~their ~~and~~entirety. ~~different~~Copies ~~equity~~of ~~award~~the ~~practices~~amended ~~rather~~and ~~than~~restated ~~changes~~certificate inof incorporation and the ~~operation~~amended and restated bylaws of the ~~business~~Company are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

~~The Company~~Item ~~has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in its press release~~9. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated01. ~~The~~Financial ~~non-GAAP~~Statements ~~financial measures used by the Company may be calculated differently from,~~ and ~~therefore may not be comparable to, similarly titled measures used by other companies~~Exhibits.

~~The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~ (~~the “Exchange Act”~~d) orExhibits otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

~~Item~~Exhibit 53.021 ~~Departure~~– ofAmended ~~Directors~~and orRestated ~~Certain~~Certificate ~~Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~Exhibit of3.2 ~~Certain~~– ~~Officers;~~Amended ~~Compensatory~~and ~~Arrangements~~Restated ~~of Certain Officers.~~Bylaws

OnSIGNATURES January 21, 2010, Registrant’s board of directors considered bonuses for the fiscal 2010 third quarter, some of which were paid to the named executive officers. The board of directors determined to exclude acquisition-related transaction costs in the calculation of the different bonus criteria, including the non-GAAP profitability constraint. The aggregate amount of bonuses paid to all employees was approximately $145,000; otherwise, had such costs been factored in, no bonus would have been paid. This exclusion was pursuant to the authority of the board of directors in its sole discretion to “determine whether unusual events or transactions, including acquisitions, asset sales or write-offs, will be included in the bonus payout calculation.” The amounts paid to the named executive officers were $18,606 to Robert V. Dickinson, President and CEO; $7,831 to Kevin J. Berry, Chief Financial Officer; $7,831 to Vice Presidents Kyle Baker and Juergen Lutz; and $7,568 to Vice Presidents Manuel Mere and Daniel Hauck.

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements of the Securities and ~~Exhibits~~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 1st day of February, 2010.

CALIFORNIA MICRO DEVICES CORPORATION (dRegistrant) ~~Exhibits~~By: /s/ ROBERT V. DICKINSON Robert V. Dickinson Chief Executive Officer

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


Exhibit		Description

3.1		Exhibit 3.1 – Amended and Restated Certificate of Incorporation

3.2		Exhibit 3.2 – Amended and Restated Bylaws

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 27th 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
99.1		Registrant’s News Release dated January 21, 2010, is furnished pursuant to Item 2.02 of Form 8-K.

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