1 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 February 28, 2001 Date of report (Date of earliest event reported) ON Semiconductor Corporation (Exact name of registrant as specified in its charter) Delaware 000-30419 36-3840979 ---------------------------- ----------- ---------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) ON Semiconductor Corporation 5005 E. McDowell Road Phoenix, Arizona 85008 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) 602-244-6600 (Registrant's telephone number, including area code) 1
2 ITEM 5. OTHER EVENTS. Attached to this Current Report as Exhibit 99 is a copy of a press release for ON Semiconductor Corporation dated February 28, 2001 titled "ON Semiconductor Announces Management Change." ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits Exhibit Number Description - -------------- ----------- 99 Press release for ON Semiconductor Corporation dated February 28, 2001 titled "ON Semiconductor Announces Management Change." 2
3 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 thereunto duly authorized. ON SEMICONDUCTOR CORPORATION ---------------------------- (Registrant) Date: March 1, 2001 By: /S/ DARIO SACOMANI -------------------------------- Dario Sacomani Chief Financial Officer and Senior Vice President 3
4 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99 Press release for ON Semiconductor Corporation dated February 28, 2001 titled "ON Semiconductor Announces Management Change." 4
1 EXHIBIT 99 [ON SEMICONDUCTOR LOGO] Everett Tackett Dan Martin Director Public Relations Director Investor Relations ON Semiconductor ON Semiconductor (602) 244-4534 (602) 244-4905 everett.tackett@onsemi.com dan.martin@onsemi.com ON SEMICONDUCTOR ANNOUNCES MANAGEMENT CHANGE PHOENIX, ARIZ. - FEB. 28, 2001 - ON Semiconductor (Nasdaq: ONNN) today announced that Jim Thorburn, senior vice president and Chief Operating Officer, has accepted an operations role with Texas Pacific Group beginning March 12. Thorburn spent the last 19 months with ON Semiconductor, helping it transform to an independent, public company. In a letter to employees, Steve Hanson, CEO and president of ON Semiconductor, said, "During the past 19 months, we have launched a great company and established a solid foundation for our future. Jim has been a key architect and leader in our success. He has helped bring the discipline that we will build on going forward. We wish Jim the greatest success in his new role." Hanson will assume responsibility for Thorburn's organization and implementation of ON Semiconductor's continuing strategy to be a world leader in broadband and power management. Prior to joining ON Semiconductor, Thorburn was Chief Financial Officer for ZiLOG. Before that he was vice president of operations finance at National Semiconductor. At National, he also managed the financial needs for the company's Communications and Computing Group, Analog Division, as well as its European Operations. -more-
2 ON Semiconductor Announces Management Change 2 - 2 - 2 - 2 ABOUT ON SEMICONDUCTOR ON Semiconductor (Nasdaq: ONNN) is a global supplier of high-performance broadband and power management integrated circuits and standard semiconductors used in numerous advanced devices ranging from high-speed fiber optic networking equipment to the precise power management functions in today's advanced portable electronics. For more information visit ON Semiconductor's Web site at http://www.onsemi.com. # # # ON Semiconductor and the ON Semiconductor logo are trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders.