-----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, QscaAdC3TrvRbeGCgYTtFs6Y/z9IuEl1XlE7Vux8UWA8bjALTKZRZuX5QsZKPDWU 6QywwZts1SvU8WfR5ZMnPw== 0000950152-99-005101.txt : 19990604 0000950152-99-005101.hdr.sgml : 19990604 ACCESSION NUMBER: 0000950152-99-005101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990602 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS CORP /DE/ CENTRAL INDEX KEY: 0000202058 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 340276860 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03863 FILM NUMBER: 99639712 BUSINESS ADDRESS: STREET 1: 1025 W NASA BLVD CITY: MELBOURNE STATE: FL ZIP: 32919 BUSINESS PHONE: 4077279125 MAIL ADDRESS: STREET 1: 1025 W NASA BLVD CITY: MELBOURNE STATE: FL ZIP: 32919 FORMER COMPANY: FORMER CONFORMED NAME: HARRIS SEYBOLD CO DATE OF NAME CHANGE: 19600201 8-K 1 HARRIS CORPORATION 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): June 2, 1999 HARRIS CORPORATION ---------------------------------------------------------------- (Exact name of registrant as specified in its charter)
Delaware 1-3863 34-0276860 - -------------------------------- ------------------------------ ------------------------------ (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.)
1025 West NASA Blvd., Melbourne, FL 32919 - ---------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (407) 727-9100 No Change --------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 Items 1-4. Not Applicable. Item 5. Other Events. ------------- On June 2, 1999, Harris Corporation ("Harris" or the "Company") announced that it is selling all of its semiconductor business. Harris had previously announced its intention to sell the power portion of its semiconductor business. Harris has reached an agreement to sell substantially all of its semiconductor operation to a subsidiary of Sterling Holding Company L.L.C., a Citicorp Venture Capital, Ltd. investment portfolio company. Other investors will include certain individuals, and affiliates of Credit Suisse First Boston Corporation. Harris will retain a 10% ownership position in the business. Under the terms of the transaction, Harris will receive about $700 million in cash, notes, retained receivables, and contingency payments, in addition to the equity in the business. The transaction does not include Harris' suppression business or photomask operations, which will be sold separately. The Company plans to use the proceeds from the divestiture to reduce the indebtedness at Harris and for other general corporate purposes. The transaction, which is expected to be completed in the next two months, is subject to financing, and regulatory and certain other approvals. A copy of the press release is filed herewith as Exhibit 99 and is incorporated herein by reference. Upon the close of the sale of the Company's semiconductor business, the Company expects to file a separate Form 8-K in which it will report the details of the completed transaction. Item 6. Not Applicable. Item 7. Financial Statements and Exhibits. ---------------------------------- (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits. The following document is filed as an Exhibit to this Report: 99. Press Release, dated June 2, 1999, announcing that Harris has entered into an agreement to sell substantially all of its semiconductor business. Items 8-9. Not Applicable. 3 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 hereunto duly authorized. HARRIS CORPORATION By: /s/ Bryan R. Roub ----------------------------------- Name: Bryan R. Roub Title: Senior Vice President & Chief Financial Officer Date: June 3, 1999 4 EXHIBIT INDEX Exhibit No. Under Reg. S-K, Item 601 Description - --------------------------- ----------------------------------------- 99. Press Release, dated June 2, 1999, announcing that Harris has entered into an agreement to sell substantially all of its semiconductor business. EX-99 2 EXHIBIT 99 1 EXHIBIT 99 HARRIS CORPORATION TO SELL ALL OF ITS SEMICONDUCTOR BUSINESS ------------------------------------------------------------ MELBOURNE, FL/NEW YORK, NY, June 2, 1999 - Harris Corporation, which is repositioning itself to focus exclusively on the worldwide communications equipment market, today announced it is selling all of its semiconductor business. The company previously announced its intention to sell the power portion of its semiconductor business. "Selling the whole semiconductor business and allowing it to operate as one company gives it both the size and flexibility it needs to address this dynamic industry. This will provide the best growth opportunity for the business and for its employees," said Phillip W. Farmer, chairman and CEO of Harris. Harris has reached an agreement to sell its semiconductor business to a subsidiary of Sterling Holding Company LLC, a Citicorp Venture Capital, Ltd. investment portfolio company. Other investors will include certain individuals, and affiliates of Credit Suisse First Boston Corporation. Harris will retain a 10 percent ownership position in the business. Under the terms of the transaction, Harris will receive about $700 million in cash, notes, retained receivables, and contingency payments, in addition to the equity in the business. The transaction does not include Harris' suppression business or photomask operations, which will be sold separately. The company plans to use the proceeds from the divestiture to reduce indebtedness at Harris and for other general corporate purposes. The transaction, which is expected to be completed in the next two months, is subject to financing, and regulatory and certain other approvals. Sales of the semiconductor business being sold were $530 million during the latest 12 months. The business manufactures discrete semiconductors and integrated circuits primarily for the power, space, defense, and communications markets. It employs more than 6,200 people and includes the world's only 8-inch wafer power fabrication facility, in Mountaintop, Pa., other fabrication and assembly operations in Florida and Ohio; along with a major test-and-assembly facility in Kuala Lumpur, Malaysia. The business has a rich intellectual property heritage from Harris, GE Solid State and RCA. -more- 2 -2- The semiconductor business will be operated as an independent company led by Gregory L. Williams, current president of Harris Semiconductor Sector. The buyer intends to offer positions to all Harris semiconductor employees related to the business. Divesting the semiconductor business is part of Harris' overall repositioning effort to operate as one company, providing communications infrastructure for voice, data and video. As part of the repositioning, Harris is in the process of eliminating the company's sector organization level and streamlining its remaining overhead structure. In a separate action announced earlier, the company expects to complete the spin-off of its Lanier Worldwide office products business within the next few months. Upon completion of these actions, Harris will be a more integrated organization operating through five divisions, with about 11,000 employees and sales and service facilities in nearly 90 countries. As a company focused on communications, Harris will provide equipment, systems and support services -- concentrating on the wireless, broadcast, government systems and network support markets. In the wireless market, Harris supplies a wide range of digital microwave radios, wireless local loop telephony systems, and secure radios. In the broadcast arena, Harris provides advanced digital and analog transmission systems, and mobile studio systems for television and radio stations. In the government communications market, Harris' airborne, spaceborne, and ground-based communications and information systems are used extensively by the U.S. government. In the network support market, Harris provides a family of line test systems, craft tool and test sets, network management systems, and network and PBX switches and enhanced services platforms. Harris plans to add to its current line of systems and services in such areas as IP-based broadband wireless access systems, point-to-point microwave products, video compression products, expanded network management and testing applications, commercial space communications systems and other natural product line extensions. -more- 3 -3- This press release contains forward-looking statements made in reliance upon the Safe Harbor Provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect management's current assumptions and estimates of future performance and economic conditions. The company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements. Statements about the expected date of completion for the transaction and the impact of the transaction on Harris are forward looking and involve risks and uncertainties. In addition, the company's consolidated results and the forward-looking statements could be affected by, among other things, general economic conditions in the markets in which the company operates; economic developments that have a particularly adverse effect on one or more of the markets served by the company; the ability to execute management's repositioning as a pure communications equipment company (including management's plan to modify its internal structure and divest non-core businesses); stability of key markets for communications products, particularly Asia and Brazil; fluctuation in foreign currency exchange rates and the effectiveness of the company's currency hedging program; worldwide demand and product pricing for integrated semiconductor circuits; reductions in the U.S. and worldwide defense and space budgets; effect of continuing consolidation in the U.S. defense industry on the company's direct and indirect business with the U.S. government; the company's ability to receive contract awards; continued development and market acceptance of new products, especially digital television broadcast products; continued success of the company's patent licensing programs; the ability of Harris, its customers, and suppliers to become Year 2000 compliant; and the successful resolution of patent infringement and other general litigation. Harris disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. # # # MEDIA INQUIRIES: Jim Burke at 407-727-9126 jburke@harris.com. INVESTOR RELATIONS INQUIRIES: Pamela Padgett at 407-727-9383. -----END PRIVACY-ENHANCED MESSAGE-----