UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


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FORM 10-Q/A


(Amendment No. 1)


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(Mark One)


xQUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2014


or


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from                     to                     .


Commission File Number 1-34020


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MICREL, INCORPORATED


(Exact name of Registrant as specified in its charter)


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California94-2526744(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)


2180 Fortune Drive, San Jose, CA95131(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code: (408) 944-0800


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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x No o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and” “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated fileroAccelerated filerxNon-accelerated fileroSmaller reporting companyo


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)    Yes o No x


As of June 30, 2014 there were 56,533,444 shares of common stock, no par value, outstanding.





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Explanatory Note





This Amendment No.1 to Form 10-Q (this “Amendment Filing”) amends the Quarterly Report on Form 10-Q of Micrel, Incorporated (“Micrel”) for the fiscal quarter ended June 30, 2014, which was originally filed on July 28, 2014 (the “Original Filing”).  Micrel is filing this Amendment Filing solely for the purpose of filing as an Exhibit the Micrel, Incorporated 2012 Equity Incentive Award Plan Non-Employee Director Equity Compensation Policy that was adopted on May 22, 2014.





This Amendment Filing does not reflect events that may have occurred subsequent to the date of the Original Filing and does not modify or update any part of or information set forth in the Original Filing other than the addition of Exhibit 10.1.








PART II. OTHER INFORMATION





ITEM 6. EXHIBITS





Exhibit No.Description10.1Micrel, Incorporated 2012 Equity Incentive Award Plan Non-Employee Director Equity Compensation Policy adopted May 22, 201431**Certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.1Certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232*   **Certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002101.INS**XBRL Instance Document101.SCH**XBRL Taxonomy Extension Schema Document101.CAL**XBRL Taxonomy Extension Calculation Linkbase Document101.DEF**XBRL Taxonomy Extension Definition Linkbase Document101.LAB**XBRL Taxonomy Extension Label Linkbase Document101.PRE**XBRL Taxonomy Extension Presentation Linkbase Document


*This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Exchange Act.**Previously filed.








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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


MICREL, INCORPORATED(Registrant)Date:August 14, 2014By/s/ Robert E. DeBarrRobert E. DeBarrChief Financial Officer and Vice President of Finance and Human Resources(Authorized Officer andPrincipal Financial Officer)