-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HNXQei+Jt7vHZaNd4hqjpZEYa3sif1b9t0Q6ljWy1g+02OF+sSbOQwivh51OG42v afZMaXrIJrton/2g//CB6Q== 0000950135-01-502757.txt : 20010907 0000950135-01-502757.hdr.sgml : 20010907 ACCESSION NUMBER: 0000950135-01-502757 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010906 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC CENTRAL INDEX KEY: 0001036960 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 043363001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15181 FILM NUMBER: 1732320 BUSINESS ADDRESS: STREET 1: 82 RUNNING HILL RD CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 BUSINESS PHONE: 2077758100 MAIL ADDRESS: STREET 1: 82 RUNNING HILL RD CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 FORMER COMPANY: FORMER CONFORMED NAME: FSC SEMICONDUCTOR CORP DATE OF NAME CHANGE: 19970424 8-K 1 b40488fse8-k.txt FAIRCHILD SEMICONDUCTOR INTERNATIONAL 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): SEPTEMBER 6, 2001 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 001-15181 04-3363001 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 82 RUNNING HILL ROAD SOUTH PORTLAND, MAINE 04106 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (207) 775-8100 2 ITEM 5. OTHER EVENTS On September 6, 2001 we announced the acquisition of Impala Linear Corporation for approximately $6 million in stock and cash. Further information is included in our press release filed as Exhibit 99.1 to this report and incorporated herein by reference. On September 6, 2001, we updated our third quarter 2001 outlook. Further information is included in our press release filed as Exhibit 99.2 to this report and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS c) Exhibits 99.1 Press Release dated September 6, 2001. 99.2 Press Release dated September 6, 2001. 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. Fairchild Semiconductor International, Inc. Date: September 6, 2001 /s/ David A. Henry ------------------------------------ David A. Henry Vice President, Corporate Controller (Principal Accounting Officer and Duly Authorized Officer) EX-99.1 3 b40488fsex99-1.txt PRESS RELEASE DATED SEPTEMBER 6, 2001 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE www.fairchildsemi.com SEPTEMBER 6, 2001 Corporate Communications: Fran Harrison 207-775-8576 fran.harrison@fairchildsemi.com Public Relations Firm: Barbara Ewen CHEN PR 781-466-8282 bewen@chenpr.com NEWS RELEASE Fairchild Semiconductor Acquires Impala Linear Corporation - - Expands Power Management Solutions for Hand-Held Devices - - Strengthens Fairchild's Analog Power Business South Portland, Maine - Fairchild Semiconductor International (NYSE: FCS) today announced the acquisition of Impala Linear Corporation, based in San Jose, California. Impala designs analog power management semiconductors for a wide range of hand-held devices including laptops, MP3 players, cell phones, portable test equipment and PDA's. Impala Linear was acquired for approximately $6 million in stock and cash. Its 2000 revenues were approximately $12 million. This acquisition brings power analog design skills; products that add strength in the consumer, computing, industrial and communications markets; and intellectual property that leverages proprietary CMOS process technology to enhance the performance of very small footprint ICs critical to portable applications. "Fairchild continues to build leadership position in power solutions for multiple markets," said Kirk Pond, Fairchild's president, chairman and CEO. "We're the #1 supplier of broadbased power components in the world, according to data from Gartner and Venture Development Corporation. Impala Linear's power analog products will afford new sales opportunities across the breadth of the electronics industry and augment our considerable strength in providing solutions for wireless applications. "Fairchild's overall power discretes and power analog worldwide market share grew from 6.4% to 8.1% in the most recent quarter. We continue to outperform the industry, largely due to our focus on power applications and our sales penetration into multiple end markets," Pond said. "Providing an enhanced portfolio of electronics for wireless applications represent a sizable opportunity for Fairchild. We'll continue to implement strategies to ensure we are poised to grow market share even further." "We're pleased to become part of Fairchild Semiconductor, a recognized industry powerhouse for analog power solutions," said Manohar Malwah, chairman and chief technology officer of Impala Linear. "Our demonstrated success in hand-held devices, combined with Fairchild's global strength in semiconductors for wireless products, makes this a natural fit." Impala, which was founded in 1995, will be integrated into Fairchild's Analog and Mixed Signal Group. 2 ABOUT FAIRCHILD SEMICONDUCTOR INTERNATIONAL: Fairchild Semiconductor International (NYSE:FCS) is a leading global supplier of high performance products for multiple end markets. With a focus on developing leading edge power and interface solutions to enable the electronics of today and tomorrow, Fairchild's components are used in computing, communications, consumer, industrial, automotive and aerospace applications. Fairchild's 11,000 employees design, manufacture and market power, analog & mixed signal, interface, logic, and optoelectronics products from its headquarters in South Portland, Maine, USA and numerous locations around the world. Please contact us on the web at www.fairchildsemi.com. SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS: This press release includes forward-looking statements that are based on management's assumptions and expectations and that involve risk and uncertainty. Forward-looking statements usually, but do not always, contain forward-looking terminology such as "we believe," "we expect," "we plan," or "we anticipate," or refer to management's expectations about Fairchild's future performance. Many factors could cause actual results to differ materially from those expressed in forward-looking statements. Among these factors are the following: changes in overall economic conditions; changes in demand for our products; changes in inventories at our customers and distributors; technological and product development risks; availability of manufacturing capacity; availability of raw materials; competitors' actions; loss of key customers; order cancellations or reduced bookings; changes in manufacturing yields or output; and significant litigation. These and other risk factors are discussed in the company's quarterly and annual reports filed with the SEC and available at www.sec.gov. EX-99.2 4 b40488fsex99-2.txt PRESS RELEASE 1 EXHIBIT 99.2 FOR IMMEDIATE RELEASE SEPTEMBER 6, 2001 www.fairchildsemi.com Investor Relations: Pete Groth 207-775-8660 investor@spf.fairchildsemi.com Corporate Communications: Fran Harrison 207-775-8576 fran.harrison@fairchildsemi.com Public Relations Firm: Barbara Ewen CHEN PR 781-466-8282 bewen@chenpr.com NEWS RELEASE FAIRCHILD SEMICONDUCTOR UPDATES THIRD QUARTER 2001 OUTLOOK INCREASING BACKLOG, HIGH TURNS ORDERS, AND CONTINUED NEW PRODUCT DEVELOPMENT CONTRIBUTE TO IMPROVED OUTLOOK SOUTH PORTLAND, MAINE -- Fairchild Semiconductor International, Inc. (NYSE: FCS) today stated it is experiencing improving order rates and raised its guidance for third quarter 2001 revenues. "Our bookings for the first two months of the third quarter are tracking ahead of our bookings run rate during the second quarter. And our turns bookings, which are orders that are shippable within the current quarter, have been fairly strong through July and August," said Kirk Pond, president, chairman and CEO. "High turns orders for us typically indicate our customers have fairly low inventories, and require shipment within a short period of time to meet their production schedules. In fact, an increasing number of our customers are expediting us, which means they are requesting very short delivery schedules. "To date, over 40% of our bookings in the third quarter are for shipment within the quarter," continued Pond. "Previously, we guided third quarter revenues to be down 15-20% sequentially. Due to stronger orders in July and August, and assuming this order strength continues through September, we now expect revenues to be down around 15%, at the high end of the range of our previous guidance. 2 "We have seen other signs that our revenue decline will hit bottom this quarter. Our book-to-bill ratio for the third quarter is hovering near 1:1, up from the 0.7:1 levels we've had for the past two quarters. Our 26-week backlog, which had been declining since November of 2000, stabilized in late July, and has climbed slightly during the quarter. And our 13-week backlog, a measure of demand for the next three months, turned up in early July and has climbed ever since." In end market segments, Fairchild has seen strength in personal computers, most notably tied to Pentium 4 motherboards. Orders from disk drive, display, and wireless handset manufacturers also have increased. The digital consumer segment, which includes handheld digital appliances, set top boxes, DVD players, and video game consoles, has remained fairly steady, as has the automotive segment. Wireline communications, networking, and Internet infrastructure segments remain weak, as do orders from the merchant power supply makers and instrumentation suppliers who sell to these segments. "Our strategy of broadening our end market exposure with key acquisitions while strengthening our competitive position through new product investment is enabling us to stabilize our revenues even though some of our major end market segments have still not recovered," stated Pond. "As we have stated in our past three conference calls, a high turns environment typically is accompanied by significant price pressure," said Joe Martin, executive vice president and chief financial officer. "Our customers have limited visibility and remain very reluctant to place long term backlog, preferring instead to order only to meet their short term needs. As we stated in our conference call, we continue to expect another 5-10% drop in our blended prices this quarter. This is pressuring our gross margins, which we now expect to be at the low end of the 20% to 22% range guidance we provided previously for the third quarter. As demand continues to strengthen over the next few months, we expect prices will begin to stabilize. "The pricing pressure is greatest in our mature products," Martin continued. "We are pleased that much of the increase in bookings is for our newer products, which typically have higher margins. We are maintaining a high level of R&D spending, we continue to introduce a steady stream of new products focused on power applications, and we remain very active with our customers designing our products into their systems. We fully expect to continue to gain market share and to improve our competitive position regardless of where we are in our business cycle." Fairchild expects to report its third quarter financial results on October 23, 2001. ABOUT FAIRCHILD SEMICONDUCTOR INTERNATIONAL: Fairchild Semiconductor International (NYSE:FCS) is a leading global supplier of high performance products for multiple end markets. With a focus on developing leading edge power and interface solutions to enable the electronics of today and tomorrow, Fairchild's components are used in computing, communications, consumer, industrial, automotive and aerospace applications. Fairchild's 11,000 employees design, manufacture and market power, analog & mixed signal, interface, logic, and optoelectronics products from its headquarters in South Portland, Maine, USA and numerous locations around the world. Please contact us on the web at www.fairchildsemi.com. 3 SPECIAL NOTE ON FORWARD LOOKING STATEMENTS: This press release includes forward-looking statements that are based on management's assumptions and expectations and that involve risk and uncertainty. Forward-looking statements usually, but do not always, contain forward-looking terminology such as "we believe," "we expect," "we plan," or "we anticipate," or refer to management's expectations about Fairchild's future performance. Many factors could cause actual results to differ materially from those expressed in forward-looking statements. Among these factors are the following: changes in overall economic conditions; changes in demand for our products; changes in inventories at our customers and distributors; technological and product development risks; availability of manufacturing capacity; availability of raw materials; competitors' actions; loss of key customers; order cancellations or reduced bookings; changes in manufacturing yields or output; and significant litigation. These and other risk factors are listed in the company's quarterly and annual reports filed with the SEC (see the Outlook and Business Risks subsection of Management's Discussion and Analysis of Financial Condition and Results of Operations in the quarterly report on Form 10-Q for the quarter ended July 1, 2001). -----END PRIVACY-ENHANCED MESSAGE-----