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 24, 1997
NATIONAL SEMICONDUCTOR CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-6453 95-2095071
-------- ------ ----------
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
2900 Semiconductor Drive, P.O. Box 58090
Santa Clara, California 95052-8090
-----------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 721-5000
NATIONAL SEMICONDUCTOR CORPORATION
INDEX
Page No.
--------
Item 2. Acquisition or Disposition of Assets 3
Item.5. Other Events 3
Item 7. Financial Statements and Exhibits 3-4
Signature 5
Item 2. Acquisition or Disposition of Assets
- ---------------------------------------------
On November 17, 1997, pursuant to an Agreement and Plan of Merger, dated
as of July 28, 1997, by and among National Semiconductor Corporation, a
Delaware corporation (Company), Nova Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of the Company (Sub) and
Cyrix Corporation, a Delaware corporation (Cyrix), the Company
acquired all outstanding shares of Cyrix common stock through the merger
of Sub with and into Cyrix, which thereby became a wholly owned
subsidiary of the Company. Under the terms of the agreement, each share
of Cyrix common stock was exchanged for 0.825 of a share of National
common stock. A total of 16.4 million shares of National common stock
will be issued to current holders of Cyrix common stock. In addition,
up to 2.7 million shares of National common stock may be issued in the
future upon exercise of Cyrix employee or director stock options or
pursuant to Cyrix employee benefit plans and up to 2.6 million shares of
National common stock may be issued in the future upon conversion of
Cyrix 5.5% convertible subordinated notes due June 1, 2001. The
acquisition will be accounted for as a pooling of interests. Prior to
the merger, no material relationship existed between Cyrix and the
Company or any of its affiliates, any director or officer of the Company
or any associate of any such director or officer.
Cyrix designs, develops and markets IBM personal computer software-
compatible microprocessors for the personal computer industry and is a
source of X86 microprocessors of original design for the personal
computer marketplace. The Company intends to continue such business as
it believes that access to Cyrix's X86 microprocessors and the
combination of technologies resulting from the merger will provide a
major step in achieving its system-on-a-chip strategy to develop certain
highly integrated, application specific semiconductor products.
Item 5. Other Events
- ---------------------
In connection with the merger with Cyrix, the Company will record a one-
time charge of $26.0 million related to certain merger and related
expenses in its second quarter ending November 23, 1997. These expenses
primarily include transaction fees for investment bankers, attorneys,
and accountants; financial printing costs; and costs associated with the
elimination of duplicate facilities and operations.
Item 7. Financial Statements and Exhibits
- ------------------------------------------
(a) Pursuant to General Instruction B.3. of Form 8-K, the financial
statements of Cyrix have not been reported herein. Those financial
statements, which were previously reported in Cyrix's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996, Amendment
No. 1 to Cyrix's Annual Report on Form 10K/A filed May 16, 1997 and
Cyrix's Quarterly Reports on Form 10-Q for the quarters ended March
30, 1997 and June 30, 1997, have been incorporated by reference in
the Company's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on October 16, 1997.
(b) Pursuant to General Instruction B.3. of Form 8-K, the pro forma
financial information has not been reported herein. The pro forma
financial information of the Company and Cyrix was previously
reported in the Company's Registration Statement on Form S-4 filed
with the Securities and Exchange Commission on October 16, 1997.
(c) Exhibits
Designation
of Exhibit Description of Exhibit
----------- ----------------------
99 Contents of News Release dated November 17, 1997
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.
NATIONAL SEMICONDUCTOR CORPORATION
Date: November 24, 1997
/s/ Richard D. Crowley, Jr.
----------------------------------
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:
Investor
Press Relations
- ----- ---------
Alan Bernheimer Paula Larson Jim Foltz
408 721-8665 408 286-2611 408 721-5693
[email protected] [email protected] [email protected]
NATIONAL SEMICONDUCTOR AND CYRIX MERGER
APPROVED BY CYRIX SHAREHOLDERS; MERGER COMPLETED
Santa Clara, CA, November 17, 1997--National Semiconductor Corporation
(NYSE: NSM) today announced that shareholders of Cyrix Corporation have
approved the merger agreement between National Semiconductor and Cyrix
at a special shareholders meeting held today in Dallas, Texas. The
merger was completed following the special meeting.
In the transaction, Cyrix became a wholly owned subsidiary of
National Semiconductor, and each outstanding share of Cyrix common stock
was converted into the right to receive 0.825 shares of National
Semiconductor common stock. Instructions as to how Cyrix shareholders
are to exchange their certificates for National Semiconductor
certificates will be sent to Cyrix shareholders shortly.
"The merger gives us all the pieces to integrate towards a PC on a
chip," said National CEO Brian Halla, "enabling us to continue driving
the cost of full-featured computers deep into the sub-$1,000 price
range. Together, we will offer new integrated processors capable of
powering a broad range of PCs and information appliances, bringing
information to people anytime, anywhere."
Kevin McDonough, senior vice president and co-general manager of
Cyrix, said, "The completion of this transaction is key to the future
growth of Cyrix products in the microprocessor marketplace. Cyrix has a
strong product roadmap for both the high-performance MMX-enhanced
6x86MX processor, and the innovative integrated MediaGX processor that
has established a leadership position in the sub-$1,000 PC marketplace."
Cyrix, a wholly owned subsidiary of National Semiconductor, is a leading
supplier of innovative microprocessor-based solutions that set new
standards for the personal computer market. Cyrix delivers compelling
value and quality to its customers, the manufacturers of personal
computer products, by combining industry leading design with world-class
manufacturing. For more information, visit Cyrix's website at
www.cyrix.com.
National Semiconductor Corporation, a Fortune 500 company, produces
system-on-a-chip silicon solutions for the information highway, based on
its leadership in analog and mixed signal technologies. National is
headquartered in Santa Clara, California, and focuses on the
communications, personal systems and consumer markets. National has
annual sales of approximately $2.5 billion and 13,000 employees
worldwide, including 450 at Cyrix. Additional company and product
information is available on the World Wide Web at www.national.com.
Cyrix is a registered trademark of Cyrix Corporation. 6x86MX and
MediaGX are trademarks of Cyrix Corporation. MMX is a trademark of
Intel Corporation.
