| SCHEDULE 13G | ||||||||
| SIGNATURE | ||||||||
| Exhibit A - Joint Filing Agreement | ||||||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)
| INTERSIL
CORPORATION (Name of Issuer) |
| Class A Common
Stock, par value $.01 per share (Title of Class of Securities) |
| 46069 S 10
9 (CUSIP Number) |
| December 31,
2001 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [_] | Rule 13d-1(b) | |
| [_] | Rule 13d-1(c) | |
| [X] | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 8 pages
CUSIP NO. 46069 S 10 9
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
|||
|
Harris Corporation, a Delaware corporation I.R.S. Identification Number 34-0276860 |
||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] Not Applicable (b) [_] |
|||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Corporation organized under the laws of the State of Delaware. | ||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER - 0 - |
||||
| 6 | SHARED VOTING POWER | |||||
| 2,073,390 | ||||||
| 7 | SOLE DISPOSITIVE POWER | |||||
| - 0 - | ||||||
| 8 | SHARED DISPOSITIVE POWER | |||||
| 2,073,390 | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 2,073,390 Shares | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] (See Instructions) | |||
| Not Applicable | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
| 2.3% | ||||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |||
| CO | ||||
Page 3 of 8 pages
CUSIP NO. 46069 S 10 9
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
|||
|
Manatee Investment Corporation, a Delaware corporation I.R.S. Identification Number 34-1089488 |
||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] Not Applicable (b) [_] |
|||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Corporation organized under the laws of the State of Delaware. | ||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER - 0 - |
||||
| 6 | SHARED VOTING POWER | |||||
| 2,073,390 | ||||||
| 7 | SOLE DISPOSITIVE POWER | |||||
| - 0 - | ||||||
| 8 | SHARED DISPOSITIVE POWER | |||||
| 2,073,390 | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 2,073,390 Shares | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] (See Instructions) | |||
| Not Applicable | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
| 2.3% | ||||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |||
| CO | ||||
Page 4 of 8 pages
CUSIP NO. 46069 S 10 9
| Item 1(a) | NAME OF ISSUER: | |
| INTERSIL CORPORATION | ||
| Item 1(b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: | |
| 7585 Irvine Center Drive, Suite 100, Irvine, California 92618 | ||
| Item 2(a) | NAME OF PERSON FILING: | |
| This statement is being filed by Harris Corporation. Manatee Investment Corporation is a wholly-owned subsidiary of Harris Corporation and the record owner of the shares of Common Stock of Intersil Corporation. | ||
| Item 2(b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: | |
| 1025 West NASA Boulevard, Melbourne, Florida 32919 | ||
| Item 2(c) | CITIZENSHIP: | |
| Corporation organized under the laws of the State of Delaware | ||
| Item 2(d) | TITLE OF CLASS OF SECURITIES: | |
| Class A Common Stock, par value $.01 per share. | ||
| Item 2(e) | CUSIP NUMBER: | |
| 46069 S 10 9 | ||
| Item 3. | NOT APPLICABLE | |
| Item 4. | OWNERSHIP: |
| (a) | Amount beneficially owned: | |||
| 2,073,390 Shares | ||||
| (b) | Percent of class: | |||
| 2.3% | ||||
| (c) | Number of shares as to which the Reporting Persons have: |
| (i) | Sole power to vote or to direct the vote — 2,073,390 | |||||
| (ii) | Shared power to vote or direct the vote — 0 | |||||
| (iii) | Sole power to dispose or to direct the disposition of — 2,073,390 | |||||
| (iv) | Shared power to dispose or to direct the disposition of — 0 |
Page 5 of 8 pages
CUSIP NO. 46069 S 10 9
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [X]. | ||
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | |
| NOT APPLICABLE | ||
| Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
|
| NOT APPLICABLE | ||
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: | |
| NOT APPLICABLE | ||
| Item 9. | NOTICE OF DISSOLUTION OF GROUP: | |
| NOT APPLICABLE | ||
| Item 10. | CERTIFICATION: | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
Page 6 of 8 pages
CUSIP NO. 46069 S 10 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, Harris Corporation certifies that the information set forth in this statement is true, complete and correct.
| February 6, 2002 | ||
| HARRIS CORPORATION | ||
| By: /s/ Bryan R. Roub | ||
| Name: Bryan R. Roub Title: Senior Vice President and Chief Financial Officer |
||
| MANATEE INVESTMENT CORPORATION | ||
| By: /s/ Bryan R. Roub | ||
| Name: Bryan R. Roub Title: President |
Page 7 of 8 pages
CUSIP NO. 46069 S 10 9
EXHIBIT INDEX
| Exhibit
|
||
| Exhibit A: | Agreement of Joint Filing |