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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: MARCH 16, 2001
INTERSIL HOLDING CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 000-29617 59-3590018
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)
7585 Irvine Center Drive, Suite 100, Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(949) 341-7062
(Registrant's telephone number, including area code)
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ITEM 2. DISPOSITION OF ASSETS.
On March 16, 2001, Intersil Corporation (the "Company"), a Delaware
corporation and a wholly-owned subsidiary of Intersil Holding Corporation, a
Delaware corporation ("Intersil"), sold its Discrete Power products group to
Fairchild Semiconductor Corporation, a Delaware corporation ("Fairchild"), for a
purchase price of $338 million in cash and the assumption by Fairchild of
certain liabilities of the products group. A copy of the press release issued by
Intersil announcing the closing of this transaction is filed as an exhibit
hereto, and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Unaudited Pro Forma Consolidated Statement of Operations for the
26 Weeks Ended 12/29/2000
Unaudited Pro Forma Consolidated Statement of Operations for the
46 Weeks Ended 06/30/2000
Unaudited Pro Forma Consolidated Balance Sheet as of December 29,
2000
Note to Unaudited Pro Forma Financial Information
(c) Exhibits
99.1- Press Release issued by Intersil on March 19, 2001.
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SIGNATURE
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.
INTERSIL HOLDING CORPORATION
Date: March __, 2001 By: DANIEL J. HENEGHAN
------------------
Daniel J. Heneghan
Vice President, Chief Financial Officer
and Assistant Secretary
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PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma consolidated financial information
for the Company gives effect to the March 16, 2001 sale of its Discrete Power
products group to Fairchild. The unaudited pro forma consolidated balance sheet
as of December 29, 2000 is presented as if the transaction had occurred as of
that date. The unaudited pro forma consolidated statements of operations for the
26 weeks ended December 29, 2000 and the 46 weeks ended June 30, 2000 are
presented as if the transaction had occurred at the beginning of the earliest
period presented.
The pro forma consolidated financial information should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the period ended
December 29, 2000. The pro forma information may not necessarily be indicative
of what the Company's results of operations or financial position would have
been had the transaction been in effect as of and for the periods presented, nor
is such information necessarily indicative of the Company's results of
operations or financial position for any future period or date.
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INTERSIL HOLDING CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Historical Adjustments Pro Forma
---------- ----------- ---------
26 Weeks Ended 12/29/2000
-----------------------------------------------
REVENUE
Product Sales $ 435,452 $(104,526) $ 330,926
COSTS AND EXPENSES
Cost of product sales 229,664 (68,275) 161,389
Research and development 53,019 (6,107) 46,912
Selling, general and administrative 69,576 (4,307) 65,269
Intangible amortization 16,504 (1,201) 15,303
In-process research and development 25,440 -- 25,440
---------- ---------- ----------
Operating income 41,249 (24,636) 16,613
Interest expense 6,788 (61) 6,727
Interest income (9,395) -- (9,395)
---------- ---------- ----------
Income before income taxes 43,856 (24,575) 19,281
Income taxes (benefit) 30,759 (9,400) 21,359
---------- ---------- ----------
NET INCOME (LOSS) FROM CONTINUING OPERATIONS $ 13,097 $ (15,175) $ (2,078)
========== ========== ==========
BASIC AND DILUTED LOSS PER SHARE: $ (0.02)
==========
BASIC AND DILUTED WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING (IN MILLIONS): 101.0
==========
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INTERSIL HOLDING CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Historical Adjustments Pro Forma
---------- ----------- ---------
46 Weeks Ended 6/30/2000
-------------------------------------------
REVENUE
Product Sales $ 596,849 $(187,959) $ 408,890
COSTS AND EXPENSES
Cost of product sales 352,513 (122,314) 230,199
Research and development 69,456 (9,345) 60,111
Selling, general and administrative 97,227 (7,672) 89,555
Intangible amortization 10,686 (2,057) 8,629
In-process research and development 20,239 (7,258) 12,981
Other 1,178 -- 1,178
--------- --------- ---------
Operating income 45,550 (39,313) 6,237
Loss on sale of Malaysian operation 24,825 -- 24,825
Interest expense 41,924 (114) 41,810
Interest income (3,720) -- (3,720)
--------- --------- ---------
Loss before income taxes (17,479) (39,199) (56,678)
Income taxes (benefit) (289) (14,994) (15,283)
--------- --------- ---------
NET LOSS FROM CONTINUING OPERATIONS $ (17,190) $ (24,205) $ (41,395)
========== ========== ==========
BASIC AND DILUTED LOSS PER SHARE: $ (0.54)
=========
BASIC AND DILUTED WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING (IN MILLIONS): 76.7
=========
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INTERSIL HOLDING CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
Historical Adjustments Pro Forma
---------- ----------- ---------
December 29, 2000
-------------------------------------------------
ASSETS
Current Assets
Cash and cash equivalents $ 352,597 $ 338,000 $ 690,597
Trade receivables, less allowances for collection loss 123,979 -- 123,979
Inventories 126,198 (42,120) 84,078
Prepaid expenses 10,569 (304) 10,265
Deferred income taxes 27,756 -- 27,756
----------- ----------- -----------
Total Current Assets 641,099 295,576 936,675
Other Assets
Property, plant and equipment, less allowances for 235,559 (102,306) 133,253
depreciation
Intangibles, less accumulated amortization 307,183 (15,234) 291,949
Other 45,927 -- 45,927
----------- ----------- -----------
Total Other Assets 588,669 (117,540) 471,129
----------- ----------- -----------
Total Assets $ 1,229,768 $ 178,036 $ 1,407,804
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Trade payables $ 43,209 $ -- $ 43,209
Retirement plan accruals 5,507 -- 5,507
Accrued compensation 28,203 (2,187) 26,016
Accrued interest and sundry taxes 6,684 -- 6,684
Other accrued items 26,039 -- 26,039
Distributor reserves 8,002 (1,773) 6,229
Unearned service income 6 -- 6
Long-term debt--current portion 484 (410) 74
----------- ----------- -----------
Total Current Liabilities 118,134 (4,370) 113,764
Other Liabilities
Deferred income taxes 35,632 -- 35,632
Long-term debt 64,966 (3,597) 61,369
Shareholders' Equity
Preferred Stock, $1,000 par value, 100,000 shares
authorized, no shares issued or outstanding -- -- --
Class A Common Stock, $.01 par value, voting; 300,000,000
shares authorized, 68,099,740 shares issued and outstanding
at December 29, 2000 680 -- 680
Class B Common Stock, $.01 par value, non-voting;
300,000,000 shares authorized, 37,206,996 shares issued and
outstanding at December 29, 2000 372 -- 372
Additional paid-in capital 1,051,213 -- 1,051,213
Retained earnings (deficit) (35,699) 186,003 150,304
Unearned compensation (3,857) -- (3,857)
Accumulated other comprehensive (loss) income (1,673) -- (1,673)
----------- ----------- -----------
Total Shareholders' Equity 1,011,036 186,003 1,197,039
----------- ----------- -----------
Total Liabilities and Shareholders' Equity $ 1,229,768 $ 178,036 $ 1,407,804
=========== =========== ===========
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NOTE TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
The pro forma adjustments reflect the disposition of the Company's
Discrete Power products group for a total cash consideration of $338.0 million.
The pro forma adjustments to the consolidated balance sheet as of December 29,
2000 includes the effect of the receipt of cash and the reduction of the
relative assets and liabilities acquired by the purchaser. Included in the
retained earnings adjustment is the resulting estimated gain to be recognized on
the disposition, net of applicable income taxes, as if the transaction occurred
on August 14, 1999. The estimated gain to be recognized on the transaction has
been excluded from the pro forma consolidated statements of operations.
Historically, the Company has allocated certain expenses for corporate
functions from central cost centers. The pro forma adjustments reflect the
removal of these allocated expenses from the Discrete Power products group and
the add back to the Company.
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release issued by Intersil on March 19, 2001.