DFAN14A 1 d8k.htm FORM 8-K Form 8-K

 

 

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 12, 2008

ON Semiconductor Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware    000-30419    36-3840979

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

ON Semiconductor Corporation

5005 E. McDowell Road

Phoenix, Arizona

   85008
(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code: 602-244-6600

Not applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

On November 12, 2008, ON Semiconductor Corporation (“ON Semiconductor”) and Microchip Technology Incorporated (“Microchip”) issued a joint press release relating to their previously announced acquisition proposal for Atmel Corporation. The press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibit.

(d) Exhibits

 

Exhibit No.

  

Description

99.1    Microchip and ON Semiconductor Joint Press Release, dated November 12, 2008


SIGNATURES

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.

 

November 12, 2008    

ON SEMICONDUCTOR CORPORATION

                        (Registrant)

    By:   /s/ DONALD A. COLVIN
       

Donald A. Colvin

Executive Vice President and Chief

Financial Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Microchip and ON Semiconductor Joint Press Release, dated November 12, 2008