SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 30, 2002
Date of report (Date of earliest event reported)
ON Semiconductor Corporation
Delaware | 000-30419 | 36-3840979 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
ON Semiconductor Corporation 5005 E. McDowell Road Phoenix, Arizona | 85008 | |||
(Address of principal executive offices) | (Zip Code) |
602-244-6321
(Registrant’s telephone number, including area code)
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Item 5. | Other Events |
In connection with the concurrent filing with the SEC of an exchange offer registration statement on Form S-4 for the registration of $300 million aggregate principal amount of 12% Senior Secured Notes due 2008, issued by ON Semiconductor Corporation (“ON Semiconductor”) and Semiconductor Components Industries, LLC (“SCI, LLC”), we provide the following:
(a) | ON Semiconductor is filing a revised 2001 ON Semiconductor Corporation and Subsidiaries Consolidated Financial Statements and Notes to Consolidated Financial Statements to include the supplemental disclosures required by Statement of Financial Accounting Standards (“SFAS”) No. 142 “Goodwill and Other Intangible Assets” paragraph 61. The supplemental disclosures consists of transitional proforma information and can be found in Note 3 of the Notes to Consolidated Financial Statements under the caption “Recent Accounting Pronouncements” regarding SFAS No.142 at Exhibit 99.1 herein. ON Semiconductor previously included its 2001 Consolidated Financial Statements and Notes to Consolidated Financial Statements in its 2001 Annual Report on Form 10-K for the fiscal year ended December 31, 2001. The revised 2001 ON Semiconductor Corporation and Subsidiaries Consolidated Financial Statements and Notes to Consolidated Financial Statements are attached to this Current Report on Form 8-K as Exhibit 99.1. | ||
(b) | ON Semiconductor is filing historical audited financial statements of each SCI, LLC (a wholly-owned subsidiary of ON Semiconductor), ON Semiconductor Trading Ltd. (an indirect wholly-owned subsidiary of ON Semiconductor) (“ON Trading”), and SCG Malaysia Holdings Sdn. Bhd. (an indirect wholly-owned subsidiary of ON Semiconductor) (“Malaysia Holdings”), pursuant to Rule 3-16 of Regulation S-X, which requires separate company financial statements for affiliates whose securities collateralize registered securities if certain significance tests are met. The stock or other equity interests of SCI, LLC, ON Trading and Malaysia Holdings collateralize the above-mentioned notes to be issued by ON Semiconductor and SCI, LLC. The historical audited financial statements of SCI, LLC, ON Trading and Malaysia Holdings, and related Report of Independent Accountants are attached to this Current Report on Form 8-K as Exhibits 99.2, 99.3 and 99.4, respectively. |
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 No. | Description | |
23 | Consent of PricewaterhouseCoopers LLP, independent accountants | |
99.1 | Amended and restated 2001 ON Semiconductor Corporation and subsidiaries consolidated financial statements and notes to consolidated financial statements for the fiscal year ending December 31, 2001 | |
99.2 | Semiconductor Components Industries, LLC consolidated financial statements for the fiscal year ended as of December 31, 2000 and 2001 and for the period from August 4, 1999 through December 31, 1999 and the years ended December 31, 2000 and 2001 | |
99.3 | ON Semiconductor Trading Ltd. consolidated financial statements for the fiscal year ended as of December 31, 2000 and 2001 and for the period from October 27, 2000 (inception) through December 31, 2000 and for the year ended December 31, 2001 | |
99.4 | SCG Malaysia Holdings Sdn. Bhd. consolidated financial statements for the fiscal year ended as of December 31, 2000 and 2001 and for the period from August 4, 1999 through December 31, 1999 and the years ended December 31, 2000 and 2001 |
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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.
ON SEMICONDUCTOR CORPORATION | ||||
(Registrant) | ||||
Date: September 30, 2002 | ||||
By: | /S/ STEVE HANSON Steve Hanson President and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. | Description | |
23 | Consent of PricewaterhouseCoopers LLP, independent accountants | |
99.1 | Amended and restated 2001 ON Semiconductor Corporation and subsidiaries consolidated financial statements and notes to consolidated financial statements for the fiscal year ending December 31, 2001 | |
99.2 | Semiconductor Components Industries, LLC consolidated financial statements for the fiscal year ended as of December 31, 2000 and 2001 and for the period from August 4, 1999 through December 31, 1999 and the years ended December 31, 2000 and 2001 | |
99.3 | ON Semiconductor Trading Ltd. consolidated financial statements for the fiscal year ended as of December 31, 2000 and 2001 and for the period from October 27, 2000 (inception) through December 31, 2000 and for the year ended December 31, 2001 | |
99.4 | SCG Malaysia Holdings Sdn. Bhd. consolidated financial statements for the fiscal year ended as of December 31, 2000 and 2001 and for the period from August 4, 1999 through December 31, 1999 and the years ended December 31, 2000 and 2001 |
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