UNITED STATES
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): September 20, 2005
FREESCALE SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-32241 20-0443182
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
6501 William Cannon Drive West, Austin, Texas 78735
(Address of principal executive offices, including zip code)
(512) 895-2000
(Registrant's telephone number, including area code)
NA
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On September 23, 2005, Freescale Semiconductor, Inc. ("Freescale") entered
into a First Amendment (the "Rights Amendment") to the Rights Agreement (the
"Rights Plan") between Freescale and Mellon Investor Services, LLC dated as of
July 7, 2004. The Rights Amendment was authorized and approved by Freescale's
Board of Directors on September 20, 2005.
Prior to adoption of the Rights Amendment, the rights under the Rights Plan
became exercisable on the earlier of (a) ten days after the public announcement
that a person or group has become an "acquiring person" by obtaining beneficial
ownership of (i) 15% or more of Freescale's outstanding Class A Common Stock
(the "Class A Trigger"); (ii) 15% or more of Freescale's outstanding Class B
Common Stock (the "Class B Trigger"); or (iii) any combination of Freescale's
outstanding Class A Common Stock and Class B Common Stock representing 15% or
more of the votes of all shares entitled to vote in the election of directors
(the "Combined Trigger"); or (b) ten business days (or a later date determined
by Freescale's Board of Directors before any person or group becomes an
acquiring person) after a person or group begins a tender or exchange offer
that, if completed, would result in that person or group becoming an acquiring
person. Because Motorola, Inc. ("Motorola") held a substantial ownership
position in Freescale at the time the Rights Plan was adopted, the Rights Plan
contained provisions excluding Motorola and its affiliates from the terms of the
Rights Plan.
The Rights Amendment changes two provisions of the Rights Plan. First, the
Rights Amendment eliminates the Class A Trigger. As a result, the rights under
the Rights Plan will only become exercisable when a person or group becomes an
acquiring person under the Class B Trigger or the Combined Trigger. Second, the
Rights Amendment eliminates the provisions excluding Motorola and its affiliates
from the terms of the Rights Plan. As a result, Motorola and its affiliates can
now be deemed an acquiring person under the Rights Plan if they activate the
Class B Trigger or the Combined Trigger.
The foregoing description of the Rights Amendment is qualified in its
entirety by reference to the full text of the Rights Amendment, which is
attached hereto as Exhibit 4.1 and incorporated herein by reference.
Mellon Investor Services, LLC also serves as Freescale's transfer agent and
registrar for its Class A and Class B Common Stock.
Item 8.01. Other Events.
On September 20, 2005, Freescale's Board of Directors authorized Freescale
to repurchase up to $500 million of its outstanding shares of Common Stock.
Freescale may repurchase shares from time to time in the open market or via
privately negotiated transactions subject to market conditions, applicable legal
requirements and other factors. The Board's action does not obligate Freescale
to acquire any particular amount of common stock and may be suspended at any
time at Freescale's discretion.
On September 26, 2005, Freescale issued a press release announcing the
Board's decision to authorize the repurchase of shares described above. A copy
of the press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
4.1 First Amendment to Rights Agreement, dated as of September 23,
2005, by and between Freescale Semiconductor, Inc. and Mellon
Investor Services LLC.
99.1 Press release of Freescale Semiconductor, Inc., dated September
26, 2005.
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 hereunto duly authorized.
FREESCALE SEMICONDUCTOR, INC.
By: /s/ John D. Torres
-------------------------------------
Name: John D. Torres
Title: Senior Vice President, General
Counsel and Secretary
Date: September 26, 2005
Exhibit Index
Exhibit Number Description
------------------ ----------------------------------------------------------
4.1 First Amendment to Rights Agreement, dated as of
September 23, 2005, by and between Freescale
Semiconductor, Inc. and Mellon Investor Services LLC.
99.1 Press release of Freescale Semiconductor, Inc., dated
September 26, 2005.