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): May 17, 2005
NATIONAL SEMICONDUCTOR CORPORATION
(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 Number)
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
SANTA CLARA, CALIFORNIA 95052-8090
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(Address of Principal Executive Offices)
(408) 721-5000
(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 (see General Instruction A.2. below):
[ ] Written communication 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-2b)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
NATIONAL SEMICONDUCTOR CORPORATION
Table of Contents
Page
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Section 8 - Other Events
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Item 8.01 Other Events 3
Section 9 - Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits 3
Signature 4
Exhibits:
99.1 News release dated May 17, 2005
NATIONAL SEMICONDUCTOR CORPORATION
Item 8.01 OTHER EVENTS
On May 17, 2005, National Semiconductor Corporation announced that it has
signed a definitive agreement to sell its cordless business unit to HgCapital, a
private investment group based in London, U.K. A copy of the news release is
attached as Exhibit 99.1.
The information contained in Exhibit 99.1 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c ) Exhibits
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Exhibit No. Description of Exhibit
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99.1 News release dated May 17, 2005 issued by National Semiconductor
Corporation*
*This exhibit is intended to be furnished and shall not be deemed "filed" for
purposes of the Securities Exchange Act of 1934, as amended.
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 hereunto duly authorized.
NATIONAL SEMICONDUCTOR CORPORATION
Dated: May 17, 2005 //S// Robert E. DeBarr
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Robert E. DeBarr
Controller
Signing on behalf of the registrant and
as principal accounting officer
National Sells Cordless Business Exhibit 99.1
News Media: Financial:
Jeff Weir Jennifer Stratiff
National Semiconductor National Semiconductor
(408) 721-5199 or (408) 242-4827 (408) 721-5007
jeff.weir@nsc.com invest.group@nsc.com
National Semiconductor to Sell Cordless Business Unit to HgCapital, a Private
Investment Group Based in London
SANTA CLARA, CALIF., May 17, 2005 - National Semiconductor Corporation
(NYSE:NSM) today announced that it has signed a definitive agreement to sell the
company's cordless business unit to HgCapital, a private equity investor based
in London, UK. The sale of this unit is consistent with National's ongoing focus
on core analog businesses.
According to terms of the agreement, HgCapital will acquire intellectual
property, assets and approximately 70 engineers, all of whom are based at
National's cordless business unit in 's-Hertogenbosch and its design center in
Hengelo, The Netherlands.
National's design team in 's-Hertogenbosch creates system products targeted
primarily for the Digital Cordless Telephony (DCT) market. These products
include baseband and radio transceivers for cordless telephones and basestations
as well as cordless voice modules. The cordless business unit currently
represents approximately 5 percent of National's quarterly revenues.
"This transaction is in line with our ongoing efforts to focus investments on
National's higher-margin products in the standard linear analog market," said
Brian L. Halla, National's chairman, president and CEO. "This sale will allow
the cordless team to pursue their own business objectives and opportunities as
an independent company."
The sale is expected to close during the first quarter of fiscal 2006, which
begins May 30, 2005. National will continue to provide manufacturing, sales and
infrastructure support during a transition period in order to maintain a
continuous supply for customers.
"We are very optimistic about this new company because we have some of the most
talented engineers in Europe and a strong international customer base," said
Alex Shivananda at HgCapital. "We will work with National to ensure a smooth
transition for National's customers in the cordless market."
National's fourth quarter fiscal 2005 financial press release and conference
call are scheduled for June 9, 2005. At that time the company will discuss
financial results and forward outlook, including the impact from the sale of
this business.
Special Note
This release contains forward-looking statements dependent on a number of risks
and uncertainties pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These factors include, but are not
restricted to, new orders received and shipped during the quarter, the degree of
factory utilization, the sale of inventories at existing prices, and the ramp up
of recently introduced products. Other risk factors are included in the
company's 10-K for the year ended May 30, 2004 (see Outlook and Risk Factors
sections of Management's Discussion and Analysis of Financial Conditions and
Results of Operations) and the 10-Q for the quarter ended February 27, 2005.
About National Semiconductor
National Semiconductor, the industry's premier analog company, creates high
performance analog devices and subsystems. National's leading-edge products
include power management circuits, display drivers, audio and operational
amplifiers, communication interface products and data conversion solutions.
National's key markets include wireless handsets, displays and laptops. The
company's analog products are also optimized for numerous applications in a
variety of electronics markets, including medical, automotive, industrial, and
test and measurement. Headquartered in Santa Clara, California, National
reported sales of $1.98 billion for fiscal 2004, which ended May 30, 2004.
Additional company and product information is available at www.national.com.
About HgCapital
HgCapital is a sector-focused investor in the European private equity market,
primarily targeting the UK, Ireland, Germany and the Benelux region. It focuses
on companies with enterprise values up to 400 million euros.
HgCapital invests in six sectors: consumer, healthcare, industrials, leisure,
media and technology. HgCapital also invests in renewable energy projects. Each
sector is served by a dedicated team of investors. The firm applies its sector
research and experience, together with ample human and financial capital, to
access and grow businesses on behalf of its clients.
HgCapital is the leading mid-market technology buy-out investor in the UK and
one of the top two in Europe. Its other technology investments include the MBOs
of Iris Software and Xyratex, which completed an IPO on NASDAQ, nine months
after HgCapital's investment, and the public to private buy-out of Rolfe &
Nolan, which trebled profits, its most successful trading period in its 30-year
history, twelve months after its acquisition by HgCapital.
HgCapital services over 200 institutional clients and manages HgCapital Trust
plc, an investment trust listed on the London Stock Exchange that participates
in all of HgCapital's investments. HgCapital has funds under management of 1.3
billion euros.
For further information, visit www.hgcapital.net.
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HgCapital is the trading name of Hg Investment Managers Limited and Hg Pooled
Management Limited. Registered office: Third Floor, Minerva House, 3-5 Montague
Close, London SE1 9BB. Authorised and regulated by the Financial Services
Authority.
For further information, contact:
HgCapital
Alex Shivananda +44 (0)20 7089 7951
alex.shivananda@hgcapital.net
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Holborn
John Bick +44 (0)20 7929 5599
john.bick@holbornpr.com
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