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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): APRIL 10, 2000
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
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(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.)
82 RUNNING HILL ROAD
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 April 10, 2000 Fairchild Semiconductor International, Inc. ("Fairchild")
announced an agreement to acquire QT Optoelectronics, Inc. for approximately
$100 million. The transaction will be mainly comprised of Fairchild stock.
Further information is included in Fairchild's press release incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c) Exhibits
99.1 Press Release dated April 10, 2000
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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.
Fairchild Semiconductor International, Inc.
Date: April 13, 2000 By: /s/ David A. Henry
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David A. Henry
Vice President, Corporate Controller
(Principal Accounting Officer and
Duly Authorized Officer)
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Exhibit 99.1
FOR IMMEDIATE RELEASE Corporate Communications:
April 10, 2000 Fran Harrison
207-775-8576
[email protected]
Investor Relations:
Pete Groth
207-775-8660
[email protected]
Public Relations Firm:
Chris Carleton
CHEN PR
781-466-8282
[email protected]
NEWS RELEASE
FAIRCHILD SEMICONDUCTOR ANNOUNCES AGREEMENT TO PURCHASE
QT OPTOELECTRONICS
Acquisition of the World's Largest Independent Optoelectronic Supplier
Expands Fairchild's Product Portfolio
South Portland, ME - Fairchild Semiconductor International (NYSE: FCS) today
announced it has signed an agreement to acquire QT Optoelectronics, Inc. (QTO)
for approximately $100 million. The transaction will be mainly comprised of
Fairchild stock.
Fairchild enters the $5.8 billion optoelectronic market with the purchase,
expanding its multi-market product portfolio. QTO designs, manufactures and
markets LED lamps and displays, infrared components, custom optoelectronics, and
optocouplers.
"The addition of QT Optoelectronics enables Fairchild to now participate in all
the key multi-market segments, which WSTS projects to grow in aggregate to $60
billion by 2002," says Kirk Pond, president, chairman and CEO of Fairchild.
"Adding this product line is critical to our high performance building block
strategy and offers tremendous growth potential, providing new customers and
expanding our offerings to existing customers. QTO will strengthen our
communications and computer markets, while opening up new automotive and
consumer customers. This purchase demonstrates our commitment to grow through
acquisition, as well as new product development."
QTO is the world's largest independent company solely focused on
optoelectronics. The company supplies customers such as Rockwell, Nortel,
Lucent, Celestica, Philips, Motorola, Honeywell and IBM, as well as the world's
largest component distributors such as Arrow, Avnet and Future Electronics.
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QTO projects 2000 revenues to be nearly $90 million, based on expected first
quarter 2000 revenues and order rates. "This purchase is a great deal for
Fairchild, and for our shareholders," says Joe Martin, executive vice president
and chief financial officer of Fairchild. "QTO is in a strong position to grow
25% this year over 1999, with its profit before tax running at about 15%. We
expect this purchase will be accretive to our earnings per share from day one.
QTO offers significant profitable growth potential for Fairchild."
QTO is based in Sunnyvale, California with an established worldwide sales
organization and major manufacturing locations in Wuxi, China; Kuala Lumpur,
Malaysia; and Singapore.
"In becoming part of Fairchild Semiconductor, QTO will now have access to and
benefit from a number of Fairchild's strengths, including its design and process
technology, manufacturing and packaging capability and financial resources,"
says Steve Sherman, president and CEO of QTO. "The additional financial
resources will enable QTO to accelerate its growth through acquisitions. We also
believe that adding QTO's product portfolio to Fairchild's will enhance our
ability to serve our shared customers and allow us to develop new business.
Fairchild will provide QTO the additional muscle it needs to quickly expand our
business. All of us at QTO are excited about becoming part of the Fairchild
family, leveraging their organization and becoming part of a company with such a
strong track record."
Fairchild Semiconductor International (www.fairchildsemi.com) is a global
company solely focused on designing, manufacturing and marketing high
performance semiconductors for multiple end market uses. Fairchild's
multi-market components are used in computer, telecommunications, automotive,
consumer and industrial applications. Supplying logic, interface, analog, mixed
signal, non-volatile memory and power products, Fairchild is filling the gap in
the global supply of building block semiconductors. The company is headquartered
in South Portland, Maine, USA, with 8,400 employees worldwide. Additional
manufacturing facilities are located in Utah, South Korea, Malaysia and the
Philippines, with regional sales offices throughout the world.
Special Note on Forward Looking Statements:
This news release includes "forward-looking statements" within the meaning of
section 21E of the Securities Exchange Act of 1934. Forward looking statements
often, though not always, include words or phrases such as "believe," "expect,"
"estimate," "intends," and "appears." Forward looking statements that express
our beliefs, plans, objectives, or future events or performance may involve
estimates, assumptions, risks, and uncertainties. In addition to factors
discussed above, many other factors could cause actual results to differ
materially from those expressed in the forward looking statements. Among these
factors are the following: changes in overall economic conditions; changes in
demand for our products; changes in inventories at our customers and
distributors; technological and product development risks; availability of
manufacturing capacity; availability of raw materials; competitors' actions;
loss of key customers; order cancellations or reduced bookings; changes in
manufacturing yields or output; significant litigation and the impact on our
business due to internal systems or systems of suppliers and other third parties
adversely affected by year 2000 problems. Other risk factors are listed in the
company's Form 10-K for the year ended 26 December 1999 (see the Risk Factors
section of the Business description and the Outlook and Business Risk
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section of Management's Discussion and Analysis of Financial Condition and
Results of Operations).
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