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
June 22, 2006
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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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On June 23, 2006, ON Semiconductor announced, via a news release, that its largest shareholder, TPG Advisors II Inc., entered into a Rule 10b5-1 trading plan on June 22, 2006. A copy of this news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 8.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to liability of that section. In addition, this information shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in the filing.
| Item 9.01. | Financial Statements and Exhibits. |
| | (a) | Financial Statements of Businesses Acquired |
Not applicable.
| | (b) | Pro Forma Financial Information |
Not applicable.
The following exhibit is furnished as part of this Current Report on Form 8-K:
| | |
| Exhibit No. | | Description |
| |
| 99.1 | | News release for ON Semiconductor Corporation dated June 23, 2006 titled “ON Semiconductor Shareholder Adopts 10b5-1 Trading Plan.” |
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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: June 23, 2006 | | | | By: | | /s/ George H. Cave |
| | | | | | Name: | | George H. Cave |
| | | | | | Title: | | Senior Vice President, General Counsel,
Chief Compliance & Ethics Officer and Secretary |
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EXHIBIT INDEX
| | |
| Exhibit No. | | Description |
| |
| 99.1 | | News release for ON Semiconductor Corporation dated June 23, 2006 titled “ON Semiconductor Shareholder Adopts 10b5-1 Trading Plan.” |
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