-----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, ACmmCvTn9/q4AL39Vo6gV1eKFo10/G2KHvUfZ4pGQdUYIO4VBwX5oO9T3PwhCZe/ Bf1UgvZR+AhJ/CdEeP2J9w== 0000070530-97-000019.txt : 19971125 0000070530-97-000019.hdr.sgml : 19971125 ACCESSION NUMBER: 0000070530-97-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971124 ITEM INFORMATION: FILED AS OF DATE: 19971124 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: SEC FILE NUMBER: 001-06453 FILM NUMBER: 97727318 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTOR 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): November 24, 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 2. Acquisition or Disposition of Assets 3 Item.5. Other Events 3 Item 7. Financial Statements and Exhibits 3-4 Signature 5 Item 2. Acquisition or Disposition of Assets - --------------------------------------------- On November 17, 1997, pursuant to an Agreement and Plan of Merger, dated as of July 28, 1997, by and among National Semiconductor Corporation, a Delaware corporation (Company), Nova Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (Sub) and Cyrix Corporation, a Delaware corporation (Cyrix), the Company acquired all outstanding shares of Cyrix common stock through the merger of Sub with and into Cyrix, which thereby became a wholly owned subsidiary of the Company. Under the terms of the agreement, each share of Cyrix common stock was exchanged for 0.825 of a share of National common stock. A total of 16.4 million shares of National common stock will be issued to current holders of Cyrix common stock. In addition, up to 2.7 million shares of National common stock may be issued in the future upon exercise of Cyrix employee or director stock options or pursuant to Cyrix employee benefit plans and up to 2.6 million shares of National common stock may be issued in the future upon conversion of Cyrix 5.5% convertible subordinated notes due June 1, 2001. The acquisition will be accounted for as a pooling of interests. Prior to the merger, no material relationship existed between Cyrix and the Company or any of its affiliates, any director or officer of the Company or any associate of any such director or officer. Cyrix designs, develops and markets IBM personal computer software- compatible microprocessors for the personal computer industry and is a source of X86 microprocessors of original design for the personal computer marketplace. The Company intends to continue such business as it believes that access to Cyrix's X86 microprocessors and the combination of technologies resulting from the merger will provide a major step in achieving its system-on-a-chip strategy to develop certain highly integrated, application specific semiconductor products. Item 5. Other Events - --------------------- In connection with the merger with Cyrix, the Company will record a one- time charge of $26.0 million related to certain merger and related expenses in its second quarter ending November 23, 1997. These expenses primarily include transaction fees for investment bankers, attorneys, and accountants; financial printing costs; and costs associated with the elimination of duplicate facilities and operations. Item 7. Financial Statements and Exhibits - ------------------------------------------ (a) Pursuant to General Instruction B.3. of Form 8-K, the financial statements of Cyrix have not been reported herein. Those financial statements, which were previously reported in Cyrix's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, Amendment No. 1 to Cyrix's Annual Report on Form 10K/A filed May 16, 1997 and Cyrix's Quarterly Reports on Form 10-Q for the quarters ended March 30, 1997 and June 30, 1997, have been incorporated by reference in the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 16, 1997. (b) Pursuant to General Instruction B.3. of Form 8-K, the pro forma financial information has not been reported herein. The pro forma financial information of the Company and Cyrix was previously reported in the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 16, 1997. (c) Exhibits Designation of Exhibit Description of Exhibit ----------- ---------------------- 99 Contents of News Release dated November 17, 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: November 24, 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: Investor Press Relations - ----- --------- Alan Bernheimer Paula Larson Jim Foltz 408 721-8665 408 286-2611 408 721-5693 alan.bernheimer@nsc.com plarson@hoffman.com invest@nsc.com NATIONAL SEMICONDUCTOR AND CYRIX MERGER APPROVED BY CYRIX SHAREHOLDERS; MERGER COMPLETED Santa Clara, CA, November 17, 1997--National Semiconductor Corporation (NYSE: NSM) today announced that shareholders of Cyrix Corporation have approved the merger agreement between National Semiconductor and Cyrix at a special shareholders meeting held today in Dallas, Texas. The merger was completed following the special meeting. In the transaction, Cyrix became a wholly owned subsidiary of National Semiconductor, and each outstanding share of Cyrix common stock was converted into the right to receive 0.825 shares of National Semiconductor common stock. Instructions as to how Cyrix shareholders are to exchange their certificates for National Semiconductor certificates will be sent to Cyrix shareholders shortly. "The merger gives us all the pieces to integrate towards a PC on a chip," said National CEO Brian Halla, "enabling us to continue driving the cost of full-featured computers deep into the sub-$1,000 price range. Together, we will offer new integrated processors capable of powering a broad range of PCs and information appliances, bringing information to people anytime, anywhere." Kevin McDonough, senior vice president and co-general manager of Cyrix, said, "The completion of this transaction is key to the future growth of Cyrix products in the microprocessor marketplace. Cyrix has a strong product roadmap for both the high-performance MMX-enhanced 6x86MX processor, and the innovative integrated MediaGX processor that has established a leadership position in the sub-$1,000 PC marketplace." Cyrix, a wholly owned subsidiary of National Semiconductor, is a leading supplier of innovative microprocessor-based solutions that set new standards for the personal computer market. Cyrix delivers compelling value and quality to its customers, the manufacturers of personal computer products, by combining industry leading design with world-class manufacturing. For more information, visit Cyrix's website at www.cyrix.com. National Semiconductor Corporation, a Fortune 500 company, produces system-on-a-chip silicon solutions for the information highway, based on its leadership in analog and mixed signal technologies. National is headquartered in Santa Clara, California, and focuses on the communications, personal systems and consumer markets. National has annual sales of approximately $2.5 billion and 13,000 employees worldwide, including 450 at Cyrix. Additional company and product information is available on the World Wide Web at www.national.com. Cyrix is a registered trademark of Cyrix Corporation. 6x86MX and MediaGX are trademarks of Cyrix Corporation. MMX is a trademark of Intel Corporation. -----END PRIVACY-ENHANCED MESSAGE-----