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): January 28, 1997
NATIONAL SEMICONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-6453 95-2095071
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(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
2900 Semiconductor Drive, P.O. Box 58090
Santa Clara, California 95052-8090
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(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 721-5000
NATIONAL SEMICONDUCTOR CORPORATION
INDEX
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Page No.
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Item 5. Other Events 3
Item 7. Financial Statements and Exhibits 3
Signature 4
Item 5 Other Events
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The information which is set forth in the Registrant's News Release
dated January 27, 1997 is incorporated herein by reference.
Upon the close of the sale of the Fairchild Semiconductor business, the
Company expects to file a separate Form 8-K in which it will report the
details of the completed transaction.
Item 7. Financial Statements and Exhibits
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(c). Exhibits
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Designation
of Exhibit Description of Exhibit
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99 Contents of News Release dated January 27, 1997.
SIGNATURE
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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: January 28, 1997
/s/ Richard D. Crowley, Jr.
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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:
P.R.: Alan Bernheimer or Bill Callahan
(408) 721-8665 (408) 721-2871
[email protected] [email protected]
Financial: Jim Foltz
(408) 721-5693
[email protected]
NATIONAL SEMICONDUCTOR SIGNS AGREEMENT
FOR SALE OF FAIRCHILD SEMICONDUCTOR BUSINESS
Santa Clara, CA, January 27, 1997 - National Semiconductor Corporation
(NYSE:NSM) today announced it has signed an agreement to sell its
Fairchild Semiconductor business, which consists of a broad portfolio of
logic, discrete and non-volatile memory semiconductor devices aimed at
high-volume markets.
The agreement calls for Fairchild Semiconductor's management and
Sterling, LLC, a Citicorp Venture Capital, Ltd. investment portfolio
company, to lead a $550-million recapitalization of Fairchild
Semiconductor. National Semiconductor Corporation will retain a minority
equity interest in Fairchild Semiconductor. The transaction provides for
continuing commercial cooperation between Fairchild and National for a
substantial transition period. The closing is expected to occur by the
end of National Semiconductor's 1997 fiscal year, which ends May 25,
1997. At that time National expects to record a gain on the sale after
determining final divestiture costs and transition liabilities.
Brian L. Halla, president and CEO of National Semiconductor, said,
"This sale enables each company to concentrate on its core competencies
to maximize their businesses, which operate with very different
strategies and success models.
"National can now focus more closely on delivering highly
integrated systems solutions based on our analog and mixed signal
expertise addressing solutions for the information superhighway,
communications, consumer and personal systems marketplace."
Kirk P. Pond, president and CEO of Fairchild Semiconductor, said,
"This transition to independent status unlocks the inherent value in
Fairchild. As a leading supplier of multimarket products, we are
committed to providing and delivering the best portfolio of logic,
discrete power and signal, and non-volatile memory technologies in the
industry. We can now also move forward and separately grow the Fairchild
business."
After the sale is completed National will have 12,300 employees
and Fairchild will have 6,400. National will continue to operate wafer
fabrication facilities at Santa Clara, California; Arlington, Texas; and
Greenock, Scotland; as well as the new 8-inch, 0.35-micron wafer fab at
South Portland, Maine. National will also operate test and assembly
sites in Singapore and Melaka, Malaysia.
Fairchild Semiconductor will be headquartered in South Portland,
Maine, with its memory and discrete product groups located in Santa
Clara, California. Fairchild will operate 4-, 5- and 6-inch wafer fabs
in South Portland and a 6-inch fab in West Jordan, Utah. Fairchild also
will operate test and assembly facilities in Penang, Malaysia and Cebu,
the Philippines. National and Fairchild have entered into foundry and
assembly agreements under which both companies will supply products to
each other in order to support their joint customer base. In fiscal
1996, which ended May 26, 1996, the consolidated revenues of National
and Fairchild were $2.6 billion, with approximately $2.0 billion from
National's continuing businesses and $0.6 billion from the Fairchild
product lines.
Additional company and product information is available on the
World Wide Web at www.national.com.
