-----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, SIoMiOJF1Sha8qWd7zQQhV+HRvyNkLX7Wk+MWn375Vs3j4uesqbJhS6YvQCOVxUB RBgmaa3CQ7Y45Y+ACCDrlg== 0000070530-96-000012.txt : 19960621 0000070530-96-000012.hdr.sgml : 19960621 ACCESSION NUMBER: 0000070530-96-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960620 ITEM INFORMATION: Other events FILED AS OF DATE: 19960620 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000070530 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952095071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-02848 FILM NUMBER: 96583594 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTORS DR STREET 2: PO BOX 58090 CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 BUSINESS PHONE: 4087216782 MAIL ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 8-K 1 UNITED STATES 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 20, 1996 NATIONAL SEMICONDUCTOR CORPORATION ---------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-6453 95-2095071 -------- ------ ---------- (State of incorporation) (Commission (I.R.S. Employer File Number) Identification No.) 2900 Semiconductor Drive, P.O. Box 58090 Santa Clara, California 95052-8090 ----------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (408) 721-5000 1 NATIONAL SEMICONDUCTOR CORPORATION INDEX Page No. ------- Item 5. Other Events 3 Item 7. Financial Statements and Exhibits 3 Signature 4 2 Item 5 Other Events - ------------------- The information which is set forth in the Registrant's News Release dated June 20, 1996 is incorporated herein by reference. In the aforementioned News Release, the Company stated that it expects to incur a one-time charge in its fiscal quarter ending August 25, 1996 ranging between $280 million to $320 million as a result of the reorganization discussed in the News Release. The expected charge is based on estimates. The actual charge recorded for the current quarter may be higher or lower than the estimated range. The intent of placing the Company's family logic, memory and discrete businesses into a separate operating unit called Fairchild Semiconductor is to segregate the operations of these businesses from the remaining business groups of the Company. The new structure will permit the Company to pursue strategies that maximize the value of all of its major business groups. For the Fairchild Semiconductor businesses, the Company will pursue value optimization strategies which may include: reducing cost structures, exiting certain manufacturing lines, partnering with other companies, or selling all, or part, of the businesses. It is expected that any or all of the above strategies would result in disposition of assets and reductions of current staffing levels in the memory and family logic operations. In addition, the Company expects to reduce the cost structure of its remaining business groups and central support organizations, which would be achieved primarily through a reduction in its worldwide work force. Item 7. Financial Statements and Exhibits - ----------------------------------------- (c). Exhibits -------- Designation of Exhibit Description of Exhibit -------------- ---------------------- 99 Contents of News Release dated June 20, 1996. 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 thereunto duly authorized. NATIONAL SEMICONDUCTOR CORPORATION Date: June 20, 1996 /s/ Richard D. Crowley ------------------------------- Richard D. Crowley, Jr. Vice President and Controller Signing on behalf of the registrant and as principal accounting officer Exhibit 99 NEWS RELEASE NATIONAL SEMICONDUCTOR ANNOUNCES For more information: P.R.: Alan Bernheimer or Alan Markow 408 721-8665 408 721-8103 alan.bernheimer@nsc.com alan.markow@nsc.com Financial: Jim Foltz 408 721-5693 invest@nsc.com NATIONAL SEMICONDUCTOR SPINS OUT UNITS TO NEW FAIRCHILD SUBSIDIARY June 20, 1996, SANTA CLARA, Calif. - National Semiconductor Corporation (NSM-NYSE) today announced that it has formed a new subsidiary organization consisting of its family logic, memory and discrete businesses, to be called Fairchild Semiconductor. It also named Kirk Pond, a National executive vice president, as president and chief executive officer of Fairchild. "This new structure will unlock the value inherent in all the product lines of both companies by allowing each to be managed for optimum success," said Brian Halla, National's chairman, president and chief executive officer. "National Semiconductor's strategy," Halla added, "is to focus on applications and products for moving and shaping information. The core of the strategy is excellence in designing, manufacturing and marketing analog and mixed signal products. Because of this, we feel it makes sense to separate out our family logic, memory and discrete businesses into this new subsidiary. In doing so, we will allow each entity to pursue a total business strategy tailored to its unique needs." At the same time, National announced it will engage investment bankers to facilitate the identification of financing for the new Fairchild entity. In the most recent quarter, these product lines represented approximately 25% of total sales and were profitable as a group. National expects to take a pre-tax, one-time charge in the first quarter of fiscal 1997 in the range of $280 million to $320 million for the logic and memory businesses. This amount would be equivalent to an after-tax charge to earnings per share in the range of $1.58 to $1.79. Kirk Pond, Fairchild's new CEO, said, "Fairchild intends to be a world leader in family logic, building on our large, loyal customer base for logic, as well as memory and discrete products. We chose to revive the Fairchild name, in fact, because of its strong heritage in logic. In creating this new structure, our primary consideration will be to maintain excellent support of our customers. To that end, we will be careful to ensure a smooth transition of sales and service channels from National to Fairchild. In the short term, we will be using National's worldwide sales and service channels while we formulate a transition plan, in concert with National and our customers." 5 National sites that will become part of Fairchild Semiconductor include the 4", 5" and 6" wafer fabrication plant in South Portland, Maine; the wafer fabrication plant in West Jordan, Utah; and the test and assembly plants in Cebu, the Philippines, and Penang, Malaysia. 6 -----END PRIVACY-ENHANCED MESSAGE-----