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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 26, 1997
FSC SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-26897 04-3363001
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
333 Western Avenue, Mail Stop 01-00
South Portland, Maine 04106
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (207) 775-8100
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Item 5. Other Events
On November 26, 1997, Fairchild Semiconductor Corporation, a wholly-owned
subsidiary of FSC Semiconductor Corporation, announced it has signed an
agreement to purchase Raytheon Electronics Semiconductor, a division of Raytheon
Corporation. Further information is included in the Registrant's press release
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
c) Exhibits
99 Press Release dated November 26, 1997
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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.
FSC Semiconductor Corporation
Date: November 26, 1997 By: /s/ Joseph R. Martin
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Joseph R. Martin
Executive Vice President, Finance
Chief Financial Officer
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Exhibit 99
FOR IMMEDIATE RELEASE Fairchild Contact: Fran Harrison
November 26, 1997 Corporate Communications
Fairchild Semiconductor
(207) 775-8576
email: [email protected]
BBL Contact: Frank Mainero
Executive Director
BBL Advertising
(978) 263-2255
email: [email protected]
Press Release
FAIRCHILD SEMICONDUCTOR ANNOUNCES
AGREEMENT TO PURCHASE RAYTHEON
ELECTRONICS SEMICONDUCTOR
The acquisition will provide Fairchild entry into the analog and mixed
signal technologies businesses
South Portland, ME - Fairchild Semiconductor Corporation today announced it has
signed an agreement to acquire Raytheon Electronics Semiconductor, a division of
the Raytheon Company, for approximately $120 million in cash.
The purchase will provide Fairchild entry into the analog and mixed signal
technologies markets to complement Fairchild's product portfolio of high
performance multi-market semiconductors in logic, non-volatile memory, and
discrete power and signal technologies.
"The purchase of Raytheon Semiconductor gives Fairchild the nucleus upon which
to build a strong analog and mixed signal technologies business," says Kirk
Pond, president and CEO of Fairchild. "This addition provides a key piece in
Fairchild's strategy to be the premier multi-market supplier of high performance
semiconductor products to the world. As with our other businesses, we will
aggressively invest in research and development efforts.
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FAIRCHILD SEMICONDUCTOR ANNOUNCES AGREEMENT
TO PURCHASE RAYTHEON ELECTRONICS SEMICONDUCTOR
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"Many of our customers have requested that we add analog products to our
portfolio. I am pleased that we can take this first step only eight months
after becoming an independent company, " he adds. "Our 50,000 customers
worldwide have embraced the concept of a semiconductor company focused solely
on high performance standard semiconductor products.
"The acquisition of Raytheon Semiconductor is a clear affirmation of our
strategy to grow through consolidation and acquisition," Pond says. "This
purchase clearly establishes Fairchild's role as the consolidator of
multi-market semiconductor businesses."
The transaction is expected to be completed by December 31, 1997, subject to
governmental approval.
Raytheon Semiconductor designs, manufactures and markets high performance
analog and mixed signal integrated circuits for the personal computer,
communications, broadcast video and industrial markets. Raytheon
Semiconductor enjoys a strong, growing position in selected segments of the
rapidly expanding PC, digital video, and set-top box markets. It is one of
the top three suppliers of critical DC-to-DC converters for PCs and is the
leading provider of video processing ICs for the growing broadcast video
market. It is also the largest supplier of ground-fault interrupters (GFI)
in the North American market. The company employs approximately 420 in
Mountain View and San Diego, California.
Fairchild Semiconductor Corporation is the leading supplier of high
performance standard logic, non-volatile memory and discrete power and signal
technologies semiconductors for the personal systems, telecommunications,
consumer, industrial and automotive markets. Fairchild maintains its
worldwide headquarters in South Portland, Maine, with additional design and
manufacturing facilities in West Jordan, Utah and Santa Clara, California and
assembly/test facilities in Penang, Malaysia and Cebu, Philippines.
Fairchild Semiconductor employs approximately 6,500 worldwide.
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