<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1994
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-2095071
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090, SANTA CLARA, CALIFORNIA 95052-8090
(Address of Principal Executive Offices) (Zip Code)
EMPLOYEES STOCK PURCHASE PLAN
(Full title of the plan)
JOHN M. CLARK III, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090, SANTA CLARA, CALIFORNIA 95052-8090
(408) 721-6529
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, ($0.50 par value)............... 5,000,000 shs. $15.50 $77,500,000 $26,724.14
Preferred Stock Purchase Rights............... (2)
<FN>
(1) Computed on the basis of the average of the high and low sales price of the
Common Stock on September 28, 1994 as reported in the consolidated
reporting system, which is used as the estimated offering price solely for
the purpose of determining the registration fee, in accordance with Rule
457(h).
(2) Each share of Common Stock includes one Preferred Stock Purchase Right
issued under the Rights Agreement, dated as of August 8, 1988, as amended,
between the Registrant and The First National Bank of Boston, as Rights
Agent.
</TABLE>
-------------------
* PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS WHICH
FORMS A PART OF THIS REGISTRATION STATEMENT ALSO RELATES TO 14,950,000 SHARES
UNDER REGISTRANT'S 1977 EMPLOYEES STOCK PURCHASE PLAN THAT WERE PREVIOUSLY
REGISTERED UNDER REGISTRATION STATEMENTS 2-59851, 2-62593, 2-65892, 2-79942,
33-18414, AND 33-48939.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part I
will be delivered to the participants in the Plan as required by Securities Act
Rule 428(b). Such documents are not being filed as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission by the
Company are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
May 29, 1994, including the portions of the Company's 1994 Annual Report and
the Company's Proxy Statement for the 1994 Annual Meeting of Stockholders
incorporated therein by reference;
(b) All other reports filed by the Company pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since May
29, 1994;
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed September 8, 1970, together with
any amendment or report filed with the Commission for the purpose of
updating such description; and
(d) The description of the Preferred Stock Purchase Rights contained in
the Company's Registration Statement on Form 8-A filed August 9, 1988,
together with any amendment or report filed with the Commission for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
In connection with the filing of the Registration Statement, John M. Clark
III, Esq. has rendered an opinion to the Company upon the legality of the Common
Stock being registered hereunder. At the time of rendering such opinion, Mr.
Clark had a substantial interest in the Company, as defined by the rules of the
Securities and Exchange Commission, in that the fair market value of the 3,056
shares of Common Stock owned directly and indirectly by him, together with the
31,000 shares of Common Stock subject to options held by him, exceeded $50,000.
Also, at such time Mr. Clark was connected with the Company in that he was
Senior Vice President, General Counsel and Secretary of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damages for a breach
of fiduciary duty as a director, except (i) for breach of the director's duty of
loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for certain unlawful
dividends and stock repurchases or (iv) for any transaction from which the
director derived an improper personal benefit. Article Thirteenth of the
Company's Second Restated Certificate of Incorporation (the "Certificate")
provides that no director shall be personally liable to the Company or its
stockholders for monetary damages for any breach of his fiduciary duty as a
director, except as provided in Section 102 of the DGCL.
II-1
<PAGE>
Section 145 of the DGCL provides that in the case of any action other than
one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Section 145 of the DGCL provides that in the case of an action by or in the
right of a corporation to procure a judgment in its favor, a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any action or suit by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation in such capacity on behalf of another corporation
or enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth in the
preceding paragraph, except that no indemnification may be made in respect of
any action or claim as to which such person shall have been adjudged to be
liable to the corporation unless a court determines that such person is fairly
and reasonably entitled to indemnification.
Article Thirteenth of the Company's Certificate provides that the Company
shall to the extent permitted by law indemnify any person for all liabilities
incurred by or imposed upon him as a result of any action or threatened action,
suit or proceeding, whether civil, criminal, administrative or investigative, in
which he shall be involved by reason of the fact that he is or was serving as a
director, officer or employee of the Company, or, that, at the request of the
Company, he is or was serving another corporation or enterprise in any capacity.
Article VIII of the Company's By-Laws provides for indemnification of any person
who was or is a party to any threatened, pending or completed action, or to any
derivative proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or was serving at the request of
the corporation in that capacity for another corporation if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct unlawful.
The Company has purchased and maintains at its expense on behalf of
directors and officers insurance, within certain limits, covering liabilities
that may be incurred by them in such capacities.
ITEM 8. TABLE OF EXHIBITS
<TABLE>
<S> <C>
4-A Copy of Registrant's Restated Certificate of Incorporation (1)
4-B Copy of Registrant's By-Laws (1)
5 Opinion re legality
10 National Semiconductor Corporation Employees Stock Purchase Plan
23-A Consent of KPMG Peat Marwick
23-B Consent of John M. Clark III (Included in Exhibit 5)
24 Power of Attorney
<FN>
- ------------------------
(1) Filed as an Exhibit to the Company's Registration Statement on Form S-3
(File No. 33-52775) and incorporated herein by reference.
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
II-2
<PAGE>
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes, that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, California, on the 30th day of September, 1994.
NATIONAL SEMICONDUCTOR CORPORATION
By /s/ GILBERT F. AMELIO
------------------------------------
Gilbert F. Amelio,
President, Chief Executive Officer
and Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 30TH DAY OF SEPTEMBER, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------------- -----------------------------------------------------
<C> <S>
/s/ PETER J. SPRAGUE* Chairman of the Board
------------------------------------------
(Peter J. Sprague)
/s/ GILBERT F. AMELIO President, Chief Executive Officer and
------------------------------------------ Director (Principal Executive Officer)
(Gilbert F. Amelio)
/s/ DONALD MACLEOD* Senior Vice President, Finance and Chief
------------------------------------------ Financial Officer (Principal Financial Officer)
(Donald Macleod)
/s/ ROBERT B. MAHONEY* Vice President and Controller
------------------------------------------ (Principal Accounting Officer)
(Robert B. Mahoney)
/s/ GARY P. ARNOLD* Director
------------------------------------------
(Gary P. Arnold)
/s/ ROBERT BESHAR* Director
------------------------------------------
(Robert Beshar)
Director
------------------------------------------
(Modesto A. Maidique)
/s/ J. TRACY O'ROURKE* Director
------------------------------------------
(J. Tracy O'Rourke)
/s/ CHARLES E. SPORCK* Director
------------------------------------------
(Charles E. Sporck)
/s/ DONALD E. WEEDEN* Director
------------------------------------------
(Donald E. Weeden)
*By /s/ GILBERT F. AMELIO
-------------------------------------
Gilbert F. Amelio
Attorney-in-fact
</TABLE>
II-4
<PAGE>
NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- --------- ---------------------------------------------------------------------------------------------- -------------
<S> <C> <C>
4-A Copy of Registrant's Restated Certificate of Incorporation (1)
4-B Copy of Registrant's By-Laws (1)
5 Opinion re legality
10 National Semiconductor Corporation Employees Stock Purchase Plan
23-A Consent of KPMG Peat Marwick
23-B Consent of John M. Clark III (Included in Exhibit 5)
24 Power of Attorney
<FN>
- ------------------------
(1) Filed as an Exhibit to the Company's Registration Statement on Form S-3
(File No. 33-52775) and incorporated herein by reference.
</TABLE>
<PAGE>
EXHIBIT 5
September 30, 1994
Board of Directors
National Semiconductor Corporation
2900 Semiconductor Drive
Santa Clara, California 95051
Gentlemen:
At your request, I have examined the registration statement on Form S-8 (the
"Registration Statement") which you are filing with the United States Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended, for
registration of an additional 5,000,000 shares of Common Stock, par value $0.50
per share (the "Shares") of National Semiconductor Corporation (the "Company")
pursuant to the Company's Employees Stock Purchase Plan, as amended and restated
(the "Plan"), formerly known as the Company's 1977 Employees Stock Purchase
Plan.
In connection with this opinion, I have examined the Plan, the Company's
Certificate of Incorporation and By-Laws, as amended, and such other documents
and records as deemed necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that the Shares, when sold and
issued in accordance with the Plan, the Registration Statement and related final
prospectus, and applicable state laws, will be legally issued, fully paid and
nonassessable.
I consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ JOHN M. CLARK III
JOHN M. CLARK III
Senior Vice President,
General Counsel &
Secretary
<PAGE>
EXHIBIT 10
NATIONAL SEMICONDUCTOR CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED THROUGH APRIL 22, 1994)
1. TITLE OF PLAN
The title of this plan is the National Semiconductor Corporation Employees
Stock Purchase Plan, hereinafter referred to as "Plan," and formerly known as
the National Semiconductor Corporation 1977 Employees Stock Purchase Plan.
2. PURPOSE
The Plan is intended to encourage ownership of Common Stock of the
Corporation by all Eligible Employees and to provide incentives for them to
exert maximum efforts for the success of the Corporation. By extending to
Eligible Employees the opportunity to acquire proprietary interests in the
Corporation and to participate in its success, the Plan may be expected to
benefit the Corporation and its shareholders by making it possible for the
Corporation to attract and retain qualified employees. The Plan is intended to
qualify as an employee stock purchase plan under Section 423 of the Internal
Revenue Code of 1986 (the "Code").
3. DEFINITIONS
As used in this Plan:
(a) "Base Compensation" means the basic or regular salary, plus all
sales commissions, overtime, lead premiums and shift differential income
received from the Corporation and/or Subsidiaries.
(b) "Board" means the Board of Directors of the Corporation.
(c) "Committee" means the Committee of the Board described under Section
5(a).
(d) "Common Stock" means the $.50 par value common stock of the
Corporation.
(e) "Corporation" means National Semiconductor Corporation.
(f) "Eligible Employee" means any employee eligible to participate in
the Plan under the terms of Section 6.
(g) "Plan Administrator" means the General Counsel of the Corporation or
such other person as may be designated by the General Counsel.
(h) "Participation Period" means a period during which contributions may
be made toward the purchase of Common Stock under the Plan, as determined
pursuant to Section 6.
(i) "Subsidiary" means any corporation in which the Corporation
controls, directly or indirectly, fifty percent (50%) or more of the
combined voting power of all classes of stock and which has been designated
by the Committee as a corporation whose employees may participate in this
Plan.
4. STOCK SUBJECT TO THE PLAN
The total number of shares of Common Stock which may be issued under the
Plan is 19,950,000, which may be unissued shares, reacquired shares, or shares
bought on the market.
5. ADMINISTRATION
(a) The Plan shall be administered by the Committee which shall be appointed
by a majority of the whole Board. The Committee shall be constituted to permit
the Plan to comply with Rule 16b-3 promulgated under the Securities Exchange Act
of 1934 and any successor rule and shall initially consist of not less than
three members of the Board, all of whom are ineligible for benefits under the
Plan and none of whom has been so eligible for at least one year prior to
serving on such Committee.
10.1
<PAGE>
(b) The Committee shall have the plenary power, subject to and within the
limits of the express provisions of the Plan:
(i) to construe and interpret the Plan and to establish, amend, and
revoke rules and regulations for its administration. The Committee, in the
exercise of this power, shall generally determine all questions of policy
and expediency that may arise, may correct any defect, or supply any
omission or reconcile any inconsistency in the Plan or in any instrument
associated with the Plan in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective;
(ii) to the extent not provided in this Plan, to establish the terms
under which Common Stock may be purchased.
6. ELIGIBILITY AND PARTICIPATION
The persons eligible to participate in the Plan (Eligible Employees) shall
consist of all persons employed by the Corporation and/or a Subsidiary on the
day that enrollment forms are due prior to commencement of a Participation
Period. Directors of the Corporation who are not full-time or part-time
employees of the Corporation and/or a Subsidiary are not eligible to participate
in the Plan.
There will be four (4) quarterly Participation Periods each calendar year,
and they will coincide with the four quarters of the calendar year ending
December 31. In order to participate in the Plan for a particular Participation
Period, an Eligible Employee must complete the required enrollment forms and
file such forms with the Plan Administrator no later than the due date
prescribed by the Plan Administrator. The enrollment forms will include a
payroll deduction authorization directing the Corporation to make payroll
deductions from the participant's Base Compensation, designated in whole
percentages, at a rate not to exceed ten percent (10%) of such earnings per pay
period, for purposes of acquiring Common Stock under the Plan. The deduction
will continue in effect from Participation Period to Participation Period,
unless the participant ceases participation in the Plan or elects a different
rate by filing the appropriate form with the Plan Administrator on the due date
designated by the Plan Administrator prior to the first day of the Participation
Period for which the new rate is to become effective. Payroll deductions,
however, will automatically cease upon termination of the participant's right to
purchase Common Stock under this Plan.
At the close of each Participation Period, each participant in the Plan will
receive a report indicating the amount of the participant's contributions to the
Plan during such Participation Period, the amount of the contributions applied
to the purchase of Common Stock for such Participation Period, the purchase
price per share in effect for such Participation Period and the amount of the
contributions (if any) carried over to the next Participation Period. Each
participant will also receive an annual statement after the end of each calendar
year which consolidates such information for the four (4) Participation Periods
occurring within that year.
7. TERMS AND CONDITIONS
An Eligible Employee who participates in this Plan for a particular
Participation Period will have the right to acquire Common Stock upon the terms
and conditions summarized below and must enter into an agreement with the
Corporation setting forth such terms and conditions and such other provisions,
not inconsistent with the Plan, as the Committee may deem advisable.
(a) PURCHASE PRICE. The purchase price per share will be the LESSER of (i)
eighty-five percent (85%) of the fair market value of the Common Stock on the
date the Participation Period commences or (ii) eighty-five percent (85%) of the
fair market value of the Common Stock on the date the purchase right is
exercised.
The fair market value of a share of Common Stock on any relevant date shall
be the opening price of the Common Stock on the New York Stock Exchange on the
date in question (or if there shall be no trading on such date, then on the
first previous date on which there is trading).
(b) NUMBER OF SHARES. The number of shares purchasable per participant per
Participation Period will be the number of whole shares obtained by dividing the
amount collected from the participant through
10.2
<PAGE>
payroll deductions during that Participation Period by the purchase price in
effect for such period. Other than the limitations contained in Section 7(k),
the Plan does not state a maximum or minimum number of shares that may be
purchased by any Eligible Employee.
(c) PAYROLL DEDUCTIONS. The amounts collected from a participant through
payroll deductions will be credited to the participant's individual account
maintained on the Corporation's books, but no separate account will actually be
established to hold such amounts. Interest will not be paid on the outstanding
balance credited to the book account. The amounts collected from each
participant may be commingled with the general assets of the Corporation and may
be used for any corporate purpose.
(d) TERMINATION OF PURCHASE RIGHTS. A participant may, through
notification to the Plan Administrator by the due date specified by the Plan
Administrator prior to the close of the Participation Period, terminate his or
her outstanding purchase right and receive a refund of the amounts deducted from
his or her earnings under the terminated right. The participant will not be
eligible to rejoin the Participation Period following the termination of the
purchase right and will have to re-enroll in the Plan should such individual
wish to resume participation in a subsequent Participation Period.
(e) TERMINATION OF EMPLOYMENT. If a participant ceases to be an employee
for any reason during a Participation Period, his or her outstanding purchase
right will immediately terminate and all sums previously collected from the
participant under the terminated right will be refunded.
(f) EXERCISE. Each outstanding purchase right will be exercised
automatically on the last day of the Participation Period. The exercise of the
purchase right is to be effected by applying the amount credited to each
participant's account on the exercise date to the purchase of whole shares of
Common Stock at the purchase price in effect for the Participation Period. Any
amount remaining in the participant's account after such application will be
held for the purchase of Common Stock in the next Participation Period.
(g) PRORATION OF PURCHASE RIGHT. Should the total number of shares of
Common Stock for which the outstanding purchase rights are to be exercised on
any particular date exceed the number of shares then available for issuance
under the Plan, the available shares will be allocated pro-rata on a uniform and
non-discriminatory basis, and any amounts credited to the accounts of
participants will, to the extent not applied to the purchase of Common Stock, be
promptly refunded.
(h) RIGHTS AS STOCKHOLDER. A participant will have no rights as a
stockholder with respect to shares subject to any purchase right held by such
individual under the Plan until that right is exercised. No adjustments will be
made for any dividends or distributions for which the record date is prior to
such exercise date.
(i) RECEIPT OF STOCK. As soon as practicable after the end of the
Participation Period, the participant will be entitled to receive either a stock
certificate for the number of purchased shares or confirmation from a captive
broker utilized by the Corporation that the participant's account at the captive
broker has been credited with the number of purchased shares.
(j) ASSIGNABILITY. No purchase right granted to a participant will be
assignable or transferable and will be exercisable only by the participant.
(k) LIMITATIONS. Payroll deductions for purchase rights during a calendar
year shall cease when such deductions for a participant exceed $25,000 (or such
other maximum as may be prescribed from time to time by the Code) in accordance
with the provisions of Section 423(b) (8) of the Code. No participant shall be
granted a right to purchase Common Stock under this plan:
(i) if such participant, immediately after his or her election to
purchase the Common Stock, would own stock possessing more than five percent
of the total combined voting power or value of all classes of stock of the
Corporation, computed in accordance with Section 423(b)(3) of the Code;
10.3
<PAGE>
(ii) if under the terms of the Plan the rights of the participant to
purchase stock under this and all other qualified employee stock purchase
plans of the Corporation would accrue at a rate that exceeds $25,000 of fair
market value of the Common Stock (determined at the time such right is
granted) for each calendar year for which such right is outstanding at any
time.
(l) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Plan or in any
purchase right under the Plan shall confer on any participating employee any
right to continue in the employ of the Corporation or any of its Subsidiaries or
to interfere in any way with the right of the Corporation or any of its
Subsidiaries to terminate his or her employment at any time.
(m) LIMITS FOR EXECUTIVE OFFICERS. Commencing on the date that the
Securities and Exchange Commission determines as the final effective date for
registrants to implement conforming amendments to require compliance with new
rules issued under Section 16(b) of the Securities Exchange Act of 1934, as
amended, ("Exchange Act") relating to employee benefit plans, each participant
subject to Section 16 of the Exchange Act ("Executive Officer") who ceases
participation in the Plan may not renew participation in the Plan until the next
quarterly enrollment period that is at least six (6) months from the date of the
Executive Officer's decision to cease participation. Executive officers must
satisfy such other limitations as the Committee, in its sole discretion, deems
necessary to comply with the rules of the Exchange Act.
8. ADJUSTMENT IN NUMBER OF SHARES AND IN PURCHASE PRICE
In the event there is any change in the shares of the Corporation through
the declaration of stock dividends or a stock split-up, or through
recapitalization resulting in share split-ups, or combinations or exchanges of
shares, or otherwise, appropriate adjustments in the number of shares available
for purchase, as well as the shares subject to purchase right and purchase price
thereof, shall be made, provided that no fractional shares shall be subject to
purchase and each purchase right shall be adjusted down to the nearest full
share.
9. AMENDMENT OF THE PLAN
The Board at any time, and from time to time, may amend the Plan, subject to
the limitations, however, that except as provided in Section 8 (relating to
adjustments upon changes in stock), no amendment shall be made, except upon
approval of the shareholders of the Corporation, which will:
(a) Increase the number of shares issuable under the Plan,
(b) Alter the purchase price formula so as to reduce the purchase price,
(c) Otherwise materially increase the benefits accruing to participants
under the Plan, or
(d) Materially modify the requirements for eligibility to participate in
the Plan.
The rights and obligations with respect to purchase rights at any time
outstanding under the Plan may not be altered or impaired by any amendment of
the Plan.
10. TERMINATION OR SUSPENSION OF PLAN
The Board may at any time suspend or terminate the Plan, but no such action
may adversely affect the participant's rights and obligations with respect to
purchase rights at the time outstanding under the Plan. No Participation Period
may commence while the Plan is suspended or after it is terminated.
10.4
<PAGE>
EXHIBIT 23-A
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
National Semiconductor Corporation:
We consent to the use of our reports dated June 10, 1994, incorporated
herein by reference. Our report covering the Company's May 29, 1994 consolidated
financial statements refers to a change in accounting for certain costs in
inventory.
/s/ KPMG PEAT MARWICK LLP
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KPMG Peat Marwick LLP
San Jose, California
September 28, 1994
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons hereby
constitutes and appoints Gilbert F. Amelio, Donald Macleod, and John M. Clark
III, and each of them singly, his true and lawful attorney-in-fact and in his
name, place, and stead, and in any and all of his offices and capacities with
National Semiconductor Corporation, to sign the Registration Statement with
which this Power of Attorney is filed, and any and all amendments to said
Registration Statement, and generally to do and perform all things and acts
necessary or advisable in connection therewith, and each of the undersigned
hereby ratifies and confirms all that each of said attorneys-in-fact may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto executed this Power
of Attorney as of the date set forth opposite his signature.
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<CAPTION>
SIGNATURE DATE
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<S> <C>
/s/ GILBERT F. AMELIO September 24, 1994
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Gilbert F. Amelio
/s/ PETER J. SPRAGUE September 29, 1994
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Peter J. Sprague
/s/ GARY P. ARNOLD September 29, 1994
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Gary P. Arnold
/s/ ROBERT BESHAR September 29, 1994
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Robert Beshar
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Modesto A. Maidique
/s/ J. TRACY O'ROURKE September 29, 1994
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J. Tracy O'Rourke
/s/ CHARLES E. SPORCK September 3, 1994
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Charles E. Sporck
/s/ DONALD E. WEEDEN September 29, 1994
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Donald E. Weeden
/s/ DONALD MACLEOD September 15, 1994
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Donald Macleod
/s/ ROBERT B. MAHONEY September 9, 1994
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Robert B. Mahoney
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