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
May 11, 2004
Date of report (Date of earliest event reported)
ON Semiconductor Corporation
(Exact name of registrant as specified in its charter)
| 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) |
602-244-6600
(Registrant’s telephone number, including area code)
| Item 5. | Other Events and Required FD Disclosure |
Attached to this Current Report as Exhibit 99.1 are the audited consolidated financial statements (and related notes) of Semiconductor Components Industries, LLC, a wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 (including related report of the independent accountants of Semiconductor Components Industries, LLC), and the unaudited interim consolidated financial statements (and related notes) of Semiconductor Components Industries, LLC as of April 2, 2004 and for the three months ended April 2, 2004 and April 4, 2003.
Attached to this Current Report as Exhibit 99.2 are the audited consolidated financial statements (and related notes) of ON Semiconductor Trading, Ltd., an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2002 and 2003, and for the years ended December 31, 2001, 2002 and 2003 as restated for the matter described in Note 2 to those financial statements (including related report of the independent accountants of ON Semiconductor Trading, Ltd.), and the unaudited interim consolidated financial statements (and related notes) of ON Semiconductor Trading, Ltd. as of April 2, 2004 and for the three months ended April 2, 2004 and April 4, 2003.
Attached to this Current Report as Exhibit 99.3 are the audited consolidated financial statements (and related notes) of SCG Malaysia Holdings Sdn. Bhd., an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 (including related report of the independent accountants of SCG Malaysia Holdings Sdn. Bhd.), and the unaudited interim consolidated financial statements (and related notes) of SCG Malaysia Holdings Sdn. Bhd. as of April 2, 2004 and for the three months ended April 2, 2004 and April 4, 2003.
Attached to this Current Report as Exhibit 99.4 are the audited financial statements (and related notes) of SCG Philippines, Incorporated, an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 (including related report of the independent accountants of SCG Philippines, Incorporated), and the unaudited interim financial statements (and related notes) of SCG Philippines, Incorporated as of April 2, 2004 and for the three months ended April 2, 2004 and April 4, 2003.
Attached to this Current Report as Exhibit 99.5 are the audited financial statements (and related notes) of SCG (China) Holding Corporation, a wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 (including related report of the independent accountants of SCG (China) Holding Corporation), and the unaudited interim financial statements (and related notes) of SCG (China) Holding Corporation as of April 2, 2004 and for the three months ended April 2, 2004 and April 4, 2003.
Attached to this Current Report as Exhibit 99.6 are the audited financial statements (and related notes) of ON Semiconductor Japan Technology, Ltd., an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 (including related report of the independent accountants of ON Semiconductor Japan Technology, Ltd.), and the unaudited interim financial statements (and related notes) of ON Semiconductor Japan Technology, Ltd as of April 2, 2004 and for the three months ended April 2, 2004 and April 4, 2003.
Attached to this Current Report as Exhibit 99.7 is a consent of the Independent Accountants of Semiconductor Components Industries, LLC, ON Semiconductor Trading, Ltd., SCG Malaysia Holdings Sdn. Bhd., SCG Philippines, Incorporated, SCG (China) Holding Corporation, and ON Semiconductor Japan Technology, Ltd.
| 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 |
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| Exhibit No. | Description | |
| 99.1 | Audited consolidated financial statements (and related notes) of Semiconductor Components Industries, LLC, a wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2001 and 2002 and for the years ended December 31, 2000, 2001 and 2002 (including related report of the independent accountants of Semiconductor Components Industries, LLC), and unaudited interim consolidated financial statements (and related notes) of Semiconductor Components Industries, LLC as of October 3, 2003 and for the nine months ended October 3, 2003 and September 27, 2002. | |
| 99.2 | Audited consolidated financial statements (and related notes) of ON Semiconductor Trading, Ltd., an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2001 and 2002, for the period from October 27, 2000 through December 31, 2000 and for the years ended December 31, 2001 and 2002 as restated for the matter described in Note 2 to those financial statements (including related report of the independent accountants of ON Semiconductor Trading, Ltd.), and unaudited interim consolidated financial statements (and related notes) of ON Semiconductor Trading, Ltd. as of October 3, 2003 and for the nine months ended October 3, 2003 and September 27, 2002. | |
| 99.3 | Audited consolidated financial statements (and related notes) of SCG Malaysia Holdings Sdn. Bhd., an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2001 and 2002 and for the years ended December 31, 2000, 2001 and 2002 (including related report of the independent accountants of SCG Malaysia Holdings Sdn. Bhd.), and unaudited interim consolidated financial statements (and related notes) of SCG Malaysia Holdings Sdn. Bhd. as of October 3, 2003 and for the nine months ended October 3, 2003 and September 27, 2002. | |
| 99.4 | Audited financial statements (and related notes) of SCG Philippines, Incorporated, an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2001 and 2002 and for the years ended December 31, 2000, 2001 and 2002 (including related report of the independent accountants of SCG Philippines, Incorporated), and unaudited interim financial statements (and related notes) of SCG Philippines, Incorporated as of October 3, 2003 and for the nine months ended October 3, 2003 and September 27, 2002. | |
| 99.5 | Attached to this Current Report as Exhibit 99.5 are the audited financial statements (and related notes) of SCG (China) Holding Corporation, a wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 (including related report of the independent accountants of SCG (China) Holding Corporation), and the unaudited interim financial statements (and related notes) of SCG (China) Holding Corporation as of April 2, 2004 and for the three months ended April 2, 2004 and April 4, 2003. | |
| 99.6 | Attached to this Current Report as Exhibit 99.6 are the audited financial statements (and related notes) of ON Semiconductor Japan Technology, Ltd., an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 (including related report of the independent accountants of ON Semiconductor Japan Technology, Ltd.), and the unaudited interim financial statements (and related notes) of ON Semiconductor Japan Technology, Ltd as of April 2, 2004 and for the three months ended April 2, 2004 and April 4, 2003. | |
| 99.7 | Consent of Independent Accountants. | |
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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.
Date: May 11, 2004 | ON SEMICONDUCTOR CORPORATION (Registrant) | |||||
| By: | /s/ DONALD COLVIN | |||||
Donald Colvin Chief Financial Officer | ||||||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Audited consolidated financial statements (and related notes) of Semiconductor Components Industries, LLC, a wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2001 and 2002 and for the years ended December 31, 2000, 2001 and 2002 (including related report of the independent accountants of Semiconductor Components Industries, LLC), and unaudited interim consolidated financial statements (and related notes) of Semiconductor Components Industries, LLC as of October 3, 2003 and for the nine months ended October 3, 2003 and September 27, 2002. | |
| 99.2 | Audited consolidated financial statements (and related notes) of ON Semiconductor Trading, Ltd., an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2001 and 2002, for the period from October 27, 2000 through December 31, 2000 and for the years ended December 31, 2001 and 2002 as restated for the matter described in Note 2 to those financial statements (including related report of the independent accountants of ON Semiconductor Trading, Ltd.), and unaudited interim consolidated financial statements (and related notes) of ON Semiconductor Trading, Ltd. as of October 3, 2003 and for the nine months ended October 3, 2003 and September 27, 2002. | |
| 99.3 | Audited consolidated financial statements (and related notes) of SCG Malaysia Holdings Sdn. Bhd., an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2001 and 2002 and for the years ended December 31, 2000, 2001 and 2002 (including related report of the independent accountants of SCG Malaysia Holdings Sdn. Bhd.), and unaudited interim consolidated financial statements (and related notes) of SCG Malaysia Holdings Sdn. Bhd. as of October 3, 2003 and for the nine months ended October 3, 2003 and September 27, 2002. | |
| 99.4 | Audited financial statements (and related notes) of SCG Philippines, Incorporated, an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2001 and 2002 and for the years ended December 31, 2000, 2001 and 2002 (including related report of the independent accountants of SCG Philippines, Incorporated), and unaudited interim financial statements (and related notes) of SCG Philippines, Incorporated as of October 3, 2003 and for the nine months ended October 3, 2003 and September 27, 2002. | |
| 99.5 | Attached to this Current Report as Exhibit 99.5 are the audited financial statements (and related notes) of SCG (China) Holding Corporation, a wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 (including related report of the independent accountants of SCG (China) Holding Corporation), and the unaudited interim financial statements (and related notes) of SCG (China) Holding Corporation as of April 2, 2004 and for the three months ended April 2, 2004 and April 4, 2003 | |
| 99.6 | Attached to this Current Report as Exhibit 99.6 are the audited financial statements (and related notes) of ON Semiconductor Japan Technology, Ltd., an indirect wholly-owned subsidiary of ON Semiconductor Corporation, as of December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 (including related report of the independent accountants of ON Semiconductor Japan Technology, Ltd.), and the unaudited interim financial statements (and related notes) of ON Semiconductor Japan Technology, Ltd as of April 2, 2004 and for the three months ended April 2, 2004 and April 4, 2003. | |
| 99.7 | Consent of Independent Accountants. | |
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