SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 19, 2003
Date of report (Date of earliest event reported)
ON Semiconductor Corporation
Delaware | 000-30419 | 36-3840979 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
ON Semiconductor Corporation | ||
5005 E. McDowell Road | ||
Phoenix, Arizona | 85008 | |
(Address of principal executive offices) | (Zip Code) |
602-244-6600
(Registrants telephone number, including area code)
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 June 19, 2003 titled ON Semiconductor Updates Guidance for Second Quarter 2003 Results. |
Item 9. | Regulation FD Disclosure (the following discussion is furnished under Item 12. Results of Operations and Financial Condition) |
In accordance with SEC Release No. 33-8216, the following information, required to be furnished under Item 12. Results of Operations and Financial Condition, is furnished under Item 9. Regulation FD Disclosure. | ||
On June 19, 2003, the Company announced via a press release that it was updating its guidance for second quarter 2003 results. A copy of the Companys press release is attached hereto as Exhibit 99. This Form 8-K and the attached exhibit are provided under Item 12 of the Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission. |
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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: June 19, 2003 | ||||
By: | /s/ G. SONNY CAVE | |||
G. Sonny Cave Senior Vice President, Secretary and General Counsel |
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EXHIBIT INDEX
Exhibit Number | Description | |
99 | Press release for ON Semiconductor Corporation dated June 19, 2003 titled ON Semiconductor Updates Guidance for Second Quarter 2003 Results. |
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EXHIBIT 99
[ON logo appears here]
Everett Tackett, APR | Scott Sullinger | |||
Public Relations | Investor Relations | |||
ON Semiconductor | ON Semiconductor | |||
(602) 244-4534 | (602) 244-3437 | |||
everett.tackett@onsemi.com | scott.sullinger@onsemi.com |
ON Semiconductor Updates Guidance for Second Quarter 2003 Results
PHOENIX, Ariz. June 19, 2003 During its May 1, 2003 conference call and in
its first quarter earnings release, ON Semiconductor provided guidance that its
second quarter 2003 revenues would be flat as compared to the first quarter
2003 revenues. The companys revenues for the first quarter of 2003 were
$266.5 million. Based upon end-market weakness in the automotive and wireless
markets, coupled with approximately 3 percent sequential average price declines
in all of its markets, ON Semiconductor now anticipates that revenues for the
second quarter of 2003 will decline by 3 to 5 percent as compared to the first
quarter of 2003. However, as a result of previously announced cost-reduction
actions, the company still projects that gross margins will improve by 100 to
200 basis points sequentially over the first quarter of 2003.
Although disappointed by the top line weakness, I am encouraged that we
have reduced our break-even revenue level through our cost-reduction efforts,
said Keith Jackson, ON Semiconductor president and CEO. This will give us a
better cost profile going forward.
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 todays sophisticated electronic products,
appliances and automobiles. For more information visit ON Semiconductors Web
site at http://www.onsemi.com.
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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.
This news release includes forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements and are often characterized by the use of words such as believes, expects, estimates, projects, may, will, intends, plans, or anticipates, or by discussions of strategy, plans or intentions. In this news release, forward-looking information relates to second quarter 2003 revenues, gross margins, cost reductions and similar matters. All forward-looking statements in this news release are made based on managements current expectations and estimates, which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements. Among these factors are changes in overall economic conditions, the cyclical nature of the semiconductor industry, changes in demand for our products, changes in inventories at our customers and distributors, technological and product development risks, availability of raw materials, competitors actions, loss of key customers, order cancellations or reduced bookings, changes in manufacturing yields, control of costs and expenses, significant litigation, risks associated with acquisitions and dispositions, risks associated with our substantial leverage and restrictive covenants in our debt agreements, our transfer to the NASDAQ SmallCap Market (including impairment of the marketability and liquidity of our common stock, the impairment of our ability to raise capital and other risks associated with trading on the SmallCap), risks associated with our international operations, the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally and risks involving environmental or other governmental regulation. Additional factors that could affect the companys future operating results are described in our Form 10-K for the year ended December 31, 2002 under the caption Trends, Risk and Uncertainties in the MD&A section, and other factors are described from time to time in our SEC filings. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information.
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