-----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, EIZNsPkh2theKPGB3YMit3OKfcoNFoBRsC3Y7Eh0ErZPBp4HgmgbKxT+a348/2Ug XAMlhkAiO+6Ql8vSDKsKiw== 0001047469-98-044952.txt : 19981228 0001047469-98-044952.hdr.sgml : 19981228 ACCESSION NUMBER: 0001047469-98-044952 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981221 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRCHILD SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0001038272 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770449095 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-26897 FILM NUMBER: 98774572 BUSINESS ADDRESS: STREET 1: 333 WESTERN AVENUE STREET 2: MAIL STOP 01 00 CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 BUSINESS PHONE: 2077758100 MAIL ADDRESS: STREET 1: 333 WESTERN AVENUE STREET 2: MAIL STOP 01 00 CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 8-K 1 FORM 8-K 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): December 21, 1998 FAIRCHILD SEMICONDUCTOR CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 333-26897 77-0449095 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 333 Western Avenue South Portland, Maine 04106 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (207) 775-8100 Item 5. Other Events On December 21, 1998, Fairchild Semiconductor Corporation announced it has signed an agreement to purchase the Power Device Division of Samsung Electronics Co., Ltd. Further information is included in the Registrant's press release incorporated herein by reference. Item 7. Financial Statements and Exhibits c) Exhibits 99.1 Press Release dated December 21, 1998 -2- 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 Corporation Date: December 22, 1998 By: /s/ Joseph R. Martin --------------------------------------- Joseph R. Martin Executive Vice President, Finance Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer) -3- EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 ************************* FOR IMMEDIATE RELEASE Contact: Fran Harrison December 21, 1998 Fairchild Communications (207) 775-8576 email: fran.harrison@fairchildsemi.com FAIRCHILD SEMICONDUCTOR ANNOUNCES AGREEMENT TO PURCHASE SAMSUNG ELECTRONICS' POWER DEVICE DIVISION The acquisition will solidify Fairchild's role as a leading global multi-market semiconductor supplier South Portland, Maine, USA - Fairchild Semiconductor today announced it has signed an agreement to acquire the Power Device Division of Samsung Electronics Co., Ltd., for approximately $455 million. The purchase includes all the worldwide business and assets of the Power Device Division, comprising high volume wafer fabs in Bucheon, South Korea, design and development personnel in Bucheon, and secured services for high volume assembly and test operations for the Power Device Division, and worldwide sales and marketing personnel. The purchase, part of Samsung's restructuring efforts, will allow Samsung Electronics' semi-conductor unit to focus on its core competency in memory and system LSI. The Power Device business includes a broad portfolio of standard linear products, power switch devices, IGBT, high voltage DMOS, and high voltage bipolar products, small signal transistors, motor control ICs and power MOSFETs. "With the addition of Samsung's Power Device business to Fairchild's already extensive portfolio of analog and low power MOSFETs and small signal devices, we now offer one of the broadest discrete and power IC portfolios in the industry," says Kirk Pond, chairman, president and CEO of Fairchild. "This acquisition makes us one of the global leaders in the discrete market and significantly adds to our broad line of industry standard analog products. "I am especially excited by the many products this acquisition will allow us to bring to the consumer appliance manufacturing markets, for use in monitors, TVs, VCRs, DVDs, and audio systems, and to the industrial manufacturing markets such as motor control and lighting," says Pond. "I am pleased that through this acquisition, the Samsung Group will also become one of Fairchild's largest customers. We look forward to continuing the Samsung tradition of superior customer service to all the Power Device Division's valued customers. -more- -4- FAIRCHILD SEMICONDUCTOR ANNOUNCES AGREEMENT TO PURCHASE SAMSUNG ELECTRONICS' POWER DEVICE DIVISION Page 2 "The purchase of Samsung's Power Device Division will strengthen Fairchild Semiconductor's position as the only global company focused solely on the design, manufacture and marketing of high performance multi-market semiconductors. It affirms Fairchild's role as the consolidator of multi-market semiconductor companies," says Pond. "We will continue our two-pronged growth strategy: to grow externally through acquisition and internally through new product development. Fairchild looks forward to further expanding the Samsung product lines through aggressive investment in research and development." Samsung Electronics Co., Ltd., (http://www.samsungelectronics.com) a US $17 billion (1998) flagship company of Korean-based Samsung Group, is a world leader in electronics, with operations in more than 50 countries and 75,000 employees worldwide. Fairchild Semiconductor (www.fairchildsemi.com) is the only global semiconductor company solely focused on the design, manufacture and marketing of high performance, multi-market components. Supplying standard logic, analog, mixed signal, non-volatile memory and discrete power and signal technologies, Fairchild's building block products are used in the telecommunications, consumer, industrial, personal computer, digital video and automotive markets. The company is headquartered in South Portland, Maine, USA and has 6,300 employees worldwide. Additional manufacturing facilities are located in California, Utah, Malaysia and the Philippines, with regional sales offices throughout the world. # # # -5- -----END PRIVACY-ENHANCED MESSAGE-----