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): APRIL 13, 1999
FAIRCHILD SEMICONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 333-26897 75-0449095
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
333 WESTERN AVENUE
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 April 13, 1999, Fairchild Semiconductor Corporation (the "Company")
completed the acquisition of the Power Device Business of Samsung Electronics
Co., Ltd. for an adjusted purchase price of approximately $407 million, subject
to certain post-closing adjustments. The purchase price was paid in the form of
a promissory note, which has been repaid in cash. The Power Device Business
designs, manufactures and markets power discrete semiconductors and standard
analog integrated circuits serving the personal computer, industrial,
telecommunications and consumer electronics markets. The transaction will be
accounted for as a purchase. The acquisition, which was effected by a wholly
owned South Korean subsidiary of the Company, includes substantially all of the
worldwide business and assets of the Power Device Business, including a
high-volume wafer fabrication plant in Bucheon, South Korea with approximately
1,200 design, development and manufacturing employees, and agreements for
assembly and test as well as other manufacturing, sales and marketing and
transitional services.
In connection with the acquisition, the Company refinanced all of its
existing Senior Credit Facilities aggregating approximately $201 million with a
portion of the proceeds of a new Senior Credit Facility with a syndicate of
banks led by Credit Suisse First Boston that provided for aggregate borrowings
at the closing of the acquisition of $310 million. The purchase price for the
acquisition was funded through a combination of the remaining proceeds from the
new credit facility, proceeds from the issuance of $300 million of new Senior
Subordinated Notes and a $50 million capital contribution from the Company's
parent, FSC Semiconductor Corporation.
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 as soon as
practicable but not later than 60 days after April 28, 1999.
(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 as soon as practicable but not later than 60 days after
April 28, 1999.
(C) EXHIBITS
2.1* Business Transfer Agreement dated December 20, 1998
2.2* Closing Agreement dated April 13, 1999
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* Pursuant to Item 601(b)(2) of Regulation S-K, the schedules
and exhibits to these exhibits are omitted. Exhibit 2.1
contains a list of omitted schedules and exhibits. The
Registrant agrees to furnish supplementary 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: April 27, 1999 By: /s/ Joseph R. Martin
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Joseph R. Martin
Executive Vice President, Finance
Chief Financial Officer
(Principal Financial and Accounting
Officer and Duly Authorized Officer
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