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): December 31, 1997
FAIRCHILD SEMICONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-26897 77-0449095
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
333 Western Avenue, Mail Stop 01-00
South Portland, Maine 04106
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (207) 775-8100
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 31, 1997, Fairchild Semiconductor Corporation (the "Company")
completed the acquisition from Raytheon Company of all of the outstanding
common stock of Raytheon Semiconductor, Inc. ("Raytheon") for $120 million in
cash. Raytheon designs, manufactures and markets high-performance analog and
mixed signal integrated circuits for the personal computer, communications,
broadcast video and industrial markets. For its fiscal year ended December
31, 1996, Raytheon reported net sales of $68.4 million, operating profit of
$8.1 million and total assets of $62.8 million. Immediately prior to closing
of the transaction, Raytheon was renamed Fairchild Semiconductor Corporation
of California (the "Subsidiary"), and upon closing, became a wholly-owned
subsidiary of the Company. The Subsidiary will be operated as the Analog and
Mixed Signal Products Group. The transaction will be accounted for as a
purchase.
The purchase price was financed through a combination of borrowings under
a new $90 million Tranche C term loan within the Company's Senior Term
Facility, of which approximately $45 million was used to finance the
acquisition, and existing cash. No borrowings under the Company's Revolving
Credit Facility were required to finance the acquisition. In conjunction with
the acquisition, the Company also refinanced its Tranche B term loan with the
remaining proceeds from the new Tranche C term loan. The new Tranche C term
loan matures on March 11, 2003, and bears interest based on either the bank's
base rate or the Eurodollar rate at the option of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
It is impracticable to provide the required financial information
at the time of the filing of this report. The required financial
information will be filed by amendment to this Form 8-K not later
than March 16, 1998.
B) PRO FORMA FINANCIAL INFORMATION
It is impracticable to provide the required pro forma financial
information at the time of the filing of this report. The required
pro forma financial information will be filed by amendment to this
Form 8-K not later than March 16, 1998.
C) EXHIBITS
2.1* Acquisition Agreement dated November 25, 1997
2.2* Amendment No. 1 to Acquisition Agreement dated December 29,
1997
2.3 Exhibit 5.14 to Acquisition Agreement
* Pursuant to Item 601(b)(2) of Regulation S-K, all schedules and
exhibits (except Exhibit 5.14) are omitted. Exhibit 2.1 contains a
list identifying the contents of all schedules and exhibits. The
Registrant agrees to furnish supplementally copies of such
schedules and exhibits to the Commission upon request
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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 thereunto duly authorized.
Fairchild Semiconductor Corporation
Date: January 13, 1998 By: /s/ Joseph R. Martin
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Joseph R. Martin
Executive Vice President, Finance
Chief Financial Officer
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