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): June 20, 1996
NATIONAL SEMICONDUCTOR CORPORATION
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(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 No.)
2900 Semiconductor Drive, P.O. Box 58090
Santa Clara, California 95052-8090
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(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 721-5000
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NATIONAL SEMICONDUCTOR CORPORATION
INDEX
Page No.
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Item 5. Other Events 3
Item 7. Financial Statements and Exhibits 3
Signature 4
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Item 5 Other Events
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The information which is set forth in the Registrant's News Release
dated June 20, 1996 is incorporated herein by reference.
In the aforementioned News Release, the Company stated that it expects
to incur a one-time charge in its fiscal quarter ending August 25, 1996
ranging between $280 million to $320 million as a result of the
reorganization discussed in the News Release. The expected charge is
based on estimates. The actual charge recorded for the current quarter
may be higher or lower than the estimated range.
The intent of placing the Company's family logic, memory and discrete
businesses into a separate operating unit called Fairchild Semiconductor
is to segregate the operations of these businesses from the remaining
business groups of the Company. The new structure will permit the
Company to pursue strategies that maximize the value of all of its major
business groups.
For the Fairchild Semiconductor businesses, the Company will pursue
value optimization strategies which may include: reducing cost
structures, exiting certain manufacturing lines, partnering with other
companies, or selling all, or part, of the businesses. It is expected
that any or all of the above strategies would result in disposition of
assets and reductions of current staffing levels in the memory and
family logic operations.
In addition, the Company expects to reduce the cost structure of its
remaining business groups and central support organizations, which would
be achieved primarily through a reduction in its worldwide work force.
Item 7. Financial Statements and Exhibits
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(c). Exhibits
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Designation of
Exhibit Description of Exhibit
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99 Contents of News Release dated June 20, 1996.
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SIGNATURE
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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: June 20, 1996
/s/ Richard D. Crowley
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Richard D. Crowley, Jr.
Vice President and Controller
Signing on behalf of the registrant
and as principal accounting officer
<PAGE 4>
Exhibit 99 NEWS RELEASE
NATIONAL SEMICONDUCTOR ANNOUNCES
For more information:
P.R.: Alan Bernheimer or Alan Markow
408 721-8665 408 721-8103
alan.bernheimer@nsc.com alan.markow@nsc.com
Financial: Jim Foltz
408 721-5693
invest@nsc.com
NATIONAL SEMICONDUCTOR SPINS OUT UNITS TO NEW FAIRCHILD SUBSIDIARY
June 20, 1996, SANTA CLARA, Calif. - National Semiconductor Corporation
(NSM-NYSE) today announced that it has formed a new subsidiary organization
consisting of its family logic, memory and discrete businesses, to be called
Fairchild Semiconductor. It also named Kirk Pond, a National executive vice
president, as president and chief executive officer of Fairchild.
"This new structure will unlock the value inherent in all the product
lines of both companies by allowing each to be managed for optimum success,"
said Brian Halla, National's chairman, president and chief executive officer.
"National Semiconductor's strategy," Halla added, "is to focus on
applications and products for moving and shaping information. The core of the
strategy is excellence in designing, manufacturing and marketing analog and
mixed signal products. Because of this, we feel it makes sense to separate out
our family logic, memory and discrete businesses into this new subsidiary. In
doing so, we will allow each entity to pursue a total business strategy
tailored to its unique needs."
At the same time, National announced it will engage investment bankers to
facilitate the identification of financing for the new Fairchild entity. In
the most recent quarter, these product lines represented approximately 25% of
total sales and were profitable as a group. National expects to take a
pre-tax, one-time charge in the first quarter of fiscal 1997 in the range of
$280 million to $320 million for the logic and memory businesses. This amount
would be equivalent to an after-tax charge to earnings per share in the range
of $1.58 to $1.79.
Kirk Pond, Fairchild's new CEO, said, "Fairchild intends to be a world
leader in family logic, building on our large, loyal customer base for logic,
as well as memory and discrete products. We chose to revive the Fairchild
name, in fact, because of its strong heritage in logic. In creating this new
structure, our primary consideration will be to maintain excellent support of
our customers. To that end, we will be careful to ensure a smooth transition
of sales and service channels from National to Fairchild. In the short term,
we will be using National's worldwide sales and service channels while we
formulate a transition plan, in concert with National and our customers."
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National sites that will become part of Fairchild Semiconductor include
the 4", 5" and 6" wafer fabrication plant in South Portland, Maine; the wafer
fabrication plant in West Jordan, Utah; and the test and assembly plants in
Cebu, the Philippines, and Penang, Malaysia.
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