<PAGE> 1
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
April 3, 2000
------------------------------------------------
Date of report (Date of earliest event reported)
SCG Holding Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 333-90359 36-3840979
- ---------------------------- ------------ ---------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
</TABLE>
SCG Holding Corporation
5005 E. McDowell Road
Phoenix, Arizona 85008
- ---------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
602-244-6600
--------------------------------------------------
(Registrant's telephone number, including area code)
1
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSET.
On April 3, 2000 the registrant's wholly owned subsidiary Semiconductor
Components Industries, LLC ("SCI") acquired all of the outstanding
shares of capital stock of Cherry Semiconductor Corporation ("Cherry
Semiconductor") pursuant to a Stock Purchase Agreement dated March 8,
2000 among the registrant, SCI and The Cherry Corporation
("Agreement"). The purchase price of approximately $250 million in cash
was financed with cash on hand and borrowings of $220 million under
SCI's senior secured bank facilities with a group of institutional
lenders led by The Chase Manhattan Bank. It is expected that Cherry
Semiconductor's historical business, the design and manufacture of
analog and mixed signal integrated circuits for the power management
and automotive markets, will be continued as part of the registrant's
worldwide operations.
The Agreement, our press release dated March 9, 2000 announcing the
signing of the Agreement, and our press release dated April 4, 2000
announcing the closing of the acquisition pursuant to the Agreement are
attached as exhibits to this report and are incorporated herein by
reference. The foregoing summaries of the acquisition, the Agreement
and the two press releases do not purport to be complete and are
qualified in their entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit Number Description
2. Stock Purchase Agreement dated March 8, 2000 by and
among The Cherry Corporation, Semiconductor
Components Industries, LLC and SCG Holding
Corporation (incorporated by reference from Exhibit
10.3 to Registration Statement No.333-30670 filed
with the Commission on April 7, 2000)
99.1. Press Release dated March 9, 2000
99.2. Press Release dated April 4, 2000
2
<PAGE> 3
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 thereunto duly authorized.
SCG HOLDING CORPORATION
-----------------------
(Registrant)
Date: April 8, 2000
By: /S/ STEVE HANSON
-----------------------------------------
Steve Hanson
Chief Executive Officer and President
3
<PAGE> 4
EXHIBIT INDEX
Exhibit Number Description
2. Stock Purchase Agreement dated March 8, 2000 by and
among The Cherry Corporation, Semiconductor
Components Industries, LLC and SCG Holding
Corporation (incorporated by reference from Exhibit
10.3 to Registration Statement No. 333-30670 filed
with the Commission on April 7, 2000)
99.1. Press Release dated March 9, 2000
99.2. Press Release dated April 4, 2000
4
<PAGE> 1
EXHIBIT 99.1
FOR MORE INFORMATION:
<TABLE>
<S> <C>
Dario Sacomani
Sr. Vice-President & Linda Capcara
Chief Financial Officer Group Manager
ON Semiconductor Brodeur Worldwide
602-244-7362 602-282-5427
[email protected] [email protected]
</TABLE>
ON SEMICONDUCTOR(TM) TO ACQUIRE
CHERRY SEMICONDUCTOR
PHOENIX, AZ, MARCH 9, 2000 - ON Semiconductor(TM) (the trade name of SCG Holding
Corporation) and The Cherry Corporation (NASDAQ: CHER) today announced that they
have signed a definitive agreement for the acquisition by ON Semiconductor of
Cherry Semiconductor Corporation, a subsidiary of The Cherry Corporation. The
purchase price is $250 million in cash, subject to adjustment in certain
circumstances. The transaction is expected to close in the second quarter of
2000, subject to regulatory approvals.
Cherry Semiconductor has a strong heritage and expertise in the development of
analog integrated circuit (IC) solutions for the power management and automotive
markets. Cherry Semiconductor's portfolio of analog ICs will complement those
produced by ON Semiconductor. Cherry Semiconductor's headquarters are in Rhode
Island and it has operations around the world, including a design center in
Irvine, California.
"This acquisition is an important part of our strategic plans to become a leader
in power management analog," said Steve Hanson, Chief Executive Officer and
President of ON Semiconductor. "Combining our engineering expertise and product
portfolio will provide our customers increased design-in support, improved
supply capability and innovative power management solutions. The management
teams of both companies are enthusiastic about the combination and the focus it
will bring to meeting our customers' needs."
About ON Semiconductor
ON Semiconductor is one of the world's largest suppliers of analog, standard
logic, and discrete semiconductors for data and power management, with shipments
of approximately 19 billion units and net product revenue of over US$1.6 billion
(pro forma) in 1999. ON Semiconductor's products include integrated circuits for
high-bandwidth data applications, analog ICs for power management and
low-voltage power transistors. In addition to using micropackaging technology
across all product families, ON Semiconductor offers the largest selection of
discrete semiconductors in a variety of surface mount and standard packages.
These semiconductors turn on and connect digital electronic products to our
world. ON Semiconductor(TM) is the trade name of SCG Holding Corporation.
5
<PAGE> 2
http://onsemi.com
Some statements contained in this press release may be forward looking
statements, subject to risks and uncertainties that could cause ON
Semiconductor's actual results and financial position to differ materially from
those statements. These risks and uncertainties include, but are not limited to,
the cyclical nature of the semiconductor industry, fluctuations in our quarterly
operating results, new product development and technological change, competition
in our industry, the process of or conditions imposed in connection with
obtaining regulatory approvals of the acquisition of Cherry Semiconductor by ON
Semiconductor, and the ability of the combined companies to integrate the
transaction and realize the synergies expected as a result of the acquisition.
Investors should also consult the Company's publicly available Securities and
Exchange Commission filings for additional information about these and other
risks and uncertainties. The Company assumes no obligation to update forward
looking statements to reflect actual results or changed assumptions or other
factors.
# # #
6
<PAGE> 1
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
<TABLE>
<S> <C>
Dan Martin Linda Capcara
Director Investor Relations Group Manager
ON Semiconductor Brodeur Worldwide
602-244-4905 602-954-0044
[email protected] [email protected]
</TABLE>
ON SEMICONDUCTOR(TM) COMPLETES THE ACQUISITION OF
CHERRY SEMICONDUCTOR
Phoenix, AZ, April 4, 2000 - ON Semiconductor(TM) today announced that it has
successfully completed the acquisition of the Cherry Corporation's (NASDAQ:
CHER) semiconductor subsidiary for $250 million. The Cherry Semiconductor unit
will be integrated with ON Semiconductor.
"We welcome the employees of Cherry Semiconductor to the ON Semiconductor team,"
said Steve Hanson, Chief Executive Officer and President of ON Semiconductor.
"Together we can provide an even higher level of support to wireless, automotive
and computer customers with our combined engineering expertise and power
management product portfolio."
The purchase includes all of the worldwide business and assets of Cherry
Semiconductor. The Cherry Semiconductor plant in Greenwich, Rhode Island will
operate as an essential part of the growth strategy in power management of ON
Semiconductor's analog business. Activity has been initiated to integrate Cherry
Semiconductor personnel into ON Semiconductor including sales, applications and
design engineers in the US, Europe and Asia.
Cherry Semiconductor's portfolio consists of analog integrated circuit (IC)
solutions for the power management and automotive markets. The addition of
Cherry Semiconductor's sales of approximately $130 million with ON
Semiconductor's reported pro forma net product revenues of $1.62 billion combine
to equal approximately $1.75 billion in sales in 1999. The Cherry Semiconductor
acquisition was financed by ON Semiconductor with cash on hand, proceeds from
our existing revolving credit facility, and an additional tranche under the
company's senior secured bank facilities.
About ON Semiconductor
ON Semiconductor is one of the world's largest suppliers of analog, standard
logic, and discrete semiconductors for data and power management, with shipments
of approximately 19 billion units and net product revenue of over US$1.6 billion
(pro forma) in 1999. ON Semiconductor's products include integrated circuits for
high-bandwidth data applications, analog ICs for power
7
<PAGE> 2
management and low-voltage power transistors. In addition to using
micropackaging technology across all product families, ON Semiconductor offers
the largest selection of discrete semiconductors in a variety of surface mount
and standard packages. These semiconductors turn on and connect digital
electronic products to our world. ON Semiconductor(TM) is the trade name of SCG
Holding Corporation's affiliate, Semiconductor Components Industries, LLC.
http://onsemi.com
Some statements contained in this press release may be forward looking
statements, subject to risks and uncertainties that could cause ON
Semiconductor's actual results and financial position to differ materially from
those statements. These risks and uncertainties include, but are not limited to,
the cyclical nature of the semiconductor industry, fluctuations in our quarterly
operating results, new product development and technological change, competition
in our industry, and the ability of the combined companies to integrate the
transaction and realize the synergies expected as a result of the acquisition.
Investors should also consult the Company's publicly available Securities and
Exchange Commission filings for additional information about these and other
risks and uncertainties. The Company assumes no obligation to update forward
looking statements to reflect actual results or changed assumptions or other
factors.
###
8
