-----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, LXYT0stspmzYggrFpgF1L9JxfsI0/nhqq6GdwCwo+jebZI0e3GWqoctBqVLGDHRj qJjAStMUrvE+PlwlC9ERjw== 0000070530-97-000011.txt : 19970602 0000070530-97-000011.hdr.sgml : 19970602 ACCESSION NUMBER: 0000070530-97-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970529 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970530 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: 001-06453 FILM NUMBER: 97616884 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTORS DR STREET 2: PO BOX 58090 CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 BUSINESS PHONE: 4087215000 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): May 29, 1997 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 NATIONAL SEMICONDUCTOR CORPORATION INDEX Page No. -------- Item 5. Other Events 3 Item 7. Financial Statements and Exhibits 3 Signature 4 Item 5. Other Events - -------------------- The information which is set forth in the Registrant's News Release dated May 29, 1997 is incorporated herein by reference. Item 7. Financial Statements and Exhibits - ----------------------------------------- (c). Exhibits -------- Designation of Exhibit Description of Exhibit -------------- ---------------------- 99 Contents of News Release dated May 29, 1997. 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: May 30, 1997 /s/ Richard D. Crowley, Jr. ----------------------------------- Richard D. Crowley, Jr. Vice President and Controller Signing on behalf of the registrant and as principal accounting officer Exhibit 99 NEWS RELEASE For more information: --------------------- Bill Callahan Financial: Jim Foltz (408) 721-2871 (408) 721-5693 bill.callahan@nsc.com invest@nsc.com NATIONAL ANNOUNCES REVISED EARNINGS FOR SECOND AND THIRD FISCAL QUARTERS Santa Clara, CA, May 29, 1997 - National Semiconductor Corporation (NYSE:NSM) today announced that it has revised its net income for the second and third quarters of fiscal year 1997 in response to a Securities and Exchange Commission review of the company's spin-off of its Fairchild businesses. The effect of the revision is to increase previously reported gross margins and net income for the second and third quarters. Full year earnings through the fourth quarter will not be affected. As previously announced, National took a $206 million restructuring reserve in the first quarter of fiscal 1997 which represented the estimated impairment of Fairchild "Long-Lived Assets" as defined by FAS 121. National completed the sale of the Fairchild businesses and assets on March 11, 1997, after announcement of the company's third quarter results on March 6. In response to the SEC review, National will now recognize $192 million in recovery of Fairchild restructuring reserves in the third quarter and $9 million in the fourth quarter of fiscal 1997 instead of $201 million in the fourth quarter as previously announced. In addition, because National took a conservative approach by continuing to depreciate the Fairchild assets while they were being held for sale, the company will now reverse that depreciation expense, resulting in a $17 million increase in gross margin and pre-tax earnings in both the second and third quarters, and a $3 million increase in the fourth quarter. An additional $10 million credit for other Fairchild reserve recoveries will be recorded in the third quarter. The company will also recognize a $40 million gain on the sale of Fairchild in the fourth quarter of fiscal 1997. After the recognition of the revisions related to the sale of Fairchild, National's fully diluted earnings per share were 30 cents versus a previously reported 21 cents in the second quarter, and $1.39 versus a previously reported 30 cents in the third quarter. Earnings per share, excluding the reversal of the restructuring reserve, were 43 cents in the third quarter of fiscal 1997. # # # NATIONAL SEMICONDUCTOR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Revised) (in millions, except per share amounts) Second Quarter Third Quarter -------------- ---------------------------- Three Months Three Months Nine Months Ended Ended Ended ------------ ------------ ----------- Nov. 24, 1996 Feb. 23, 1997 Feb. 23, 1997 As Reported: Gross Margin $230.8 $255.3 $658.3 Gross Margin % 34.9% 37.5% 34.5% Restructuring 0 0 $256.3 Net Income (loss) $29.5 $42.8 ($135.3) Earnings (loss) per share $ .21 $ .30 ($.97) As Revised: Gross Margin $248.1 $282.4 $702.7 Gross Margin % 37.5% 41.5% 36.8% Restructuring 0 $(192.0) $64.3 Net Income $42.5 $ 207.1 $42.0 Earnings per share $ .30 $ 1.39 $ .30 -----END PRIVACY-ENHANCED MESSAGE-----