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 April 17, 2002 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
ITEM 5. OTHER EVENTS. Attached to this Current Report as Exhibit 99 is a copy of a press release for ON Semiconductor Corporation dated April 17, 2002 titled "ON Semiconductor Corporation Announces Rule 144A Private Offering of Senior Secured Notes." 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 April 17, 2002 titled "ON Semiconductor Announces Rule 144A Private Offering of Senior Secured Notes." 2
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: April 17, 2002 By: /S/ G. SONNY CAVE ------------------------------------ G. Sonny Cave Vice President, Secretary and General Counsel 3
EXHIBIT INDEX Exhibit Number Description 99 Press release for ON Semiconductor Corporation dated April 17, 2002 titled "ON Semiconductor Corporation Announces Rule 144A Private Offering of Senior Secured Notes." 4
EXHIBIT 99 [ON logo appears here] Everett Tackett, APR Rudy Garcia Director Public Relations Director Investor Relations ON Semiconductor ON Semiconductor (602) 244-4534 (602) 244-3437 everett.tackett@onsemi.com rudy.garcia@onsemi.com ON SEMICONDUCTOR CORPORATION ANNOUNCES RULE 144A PRIVATE OFFERING OF SENIOR SECURED NOTES PHOENIX, ARIZ. - APRIL 17, 2002 - ON Semiconductor Corporation (NASDAQ: ONNN) today announced that it and its wholly-owned subsidiary, Semiconductor Components Industries, LLC, intend to issue approximately $300 million principal amount of senior secured notes due 2008 in a Rule 144A private offering. ON Semiconductor plans to use the net proceeds from the offering to prepay a portion of Semiconductor Components' term loans under its senior bank facilities. ON Semiconductor and Semiconductor Components have obtained an amendment to their senior bank facilities to permit the issuance of the senior secured notes. The sale of the senior secured notes is expected to close prior to May 10, 2002. The senior secured notes will be offered to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933 and to non-U.S. persons in reliance on Regulation S under the Securities Act of 1933. At the time of the offering, the senior secured notes will not be registered under the Securities Act of 1933. Therefore, the senior secured notes may not be offered or sold absent registration under the Securities Act of 1933 or an exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. This news release does not and will not constitute an offer to sell or the solicitation of an offer to buy the senior secured notes, nor shall there be any sale of the senior secured notes in any state in which any such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. This news release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933. 5
ABOUT ON SEMICONDUCTOR ON Semiconductor (Nasdaq: ONNN) offers an extensive portfolio of power and data management semiconductors and standard semiconductor components that address the design needs of today's sophisticated electronic products, appliances and automobiles. For more information visit ON Semiconductor's Web site at http://www.onsemi.com. # # # ON Semiconductor and the ON Semiconductor logo are registered 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. Although the company references its Web site in this news release, such information on the Web site is not to be incorporated herein. 6