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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
August 12, 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 | ||
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| (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 | |
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| (Address of principal executive offices) | (Zip Code) |
602-244-6600
(Registrant’s telephone number, including area code)
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| Item 7. Financial Statements, Pro Forma | ||||||||
| Item 9. Regulation FD Disclosures. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1 | ||||||||
| EX-99.2 | ||||||||
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| 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 | |
| 99.1 | ON Semiconductor Corporation’s Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Related to Exchange Act Filings dated August 12, 2002 | |
| 99.2 | ON Semiconductor Corporation’s Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings dated August 12, 2002. |
| Item 9. | Regulation FD Disclosures. |
Attached to this current report as Exhibit 99.1 and Exhibit 99.2 are the principal executive officer and principal financial officer of ON Semiconductor Corporation statements under oath dated August 12, 2002 regarding facts and circumstances related to the company’s Exchange Act Filings. These certifications are made pursuant to the June 27, 2002 order from the Securities and Exchange Commission (“SEC”) requiring the same. We have delivered the certificates to the SEC as prescribed in the order. As a result of this current report, we are electing to disclose the above information and the information attached as Exhibit 99.1 and Exhibit 99.2 pursuant to Regulation FD Rules 100-103.
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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: August 12, 2002 | |||
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By: /S/ G. SONNY CAVE G. Sonny Cave Vice President, Secretary and General Counsel |
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | ON Semiconductor Corporation’s Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Related to Exchange Act Filings dated August 12, 2002. | |
| 99.2 | ON Semiconductor Corporation’s Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings dated August 12, 2002. |
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EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Steven P. Hanson, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of ON Semiconductor Corporation (the "Company"), and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2001 filed with the Commission on March 29, 2002; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. 5
/S/ STEVEN P. HANSON - ----------------------------- Steven P. Hanson President and Chief Executive Officer (Principal Executive Officer) Date: August 12, 2002 Subscribed and sworn to before me this 12th day of August 2002. [Notary Seal] /S/ LINDA M. LEE Notary Public My Commission Expires: September 24, 2004 6
EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, John T. Kurtzweil, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of ON Semiconductor Corporation (the "Company"), and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2001 filed with the Commission on March 29, 2002; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. 7
/S/ JOHN T. KURTZWEIL - ----------------------------- John T. Kurtzweil Senior Vice President and Chief Financial Officer (Principal Financial Officer) Date: August 12, 2002 Subscribed and sworn to before me this 12th day of August 2002. [Notary Seal] /S/ LINDA M. LEE ---------------- Notary Public My Commission Expires: September 24, 2004 8