<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1995
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 Number)
</TABLE>
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090, SANTA CLARA, CALIFORNIA 95052-8090
(Address of Principal Executive Offices) (Zip
Code)
STOCK OPTION GRANTED TO PETER J. SPRAGUE
(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
(Name and address of agent for service) (Zip
Code)
Telephone number, including area code, of agent for service (408) 721-6529
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, ($0.50 par value).... 300,000 shs. $27.875 $8,362,500 $2,883.62
<FN>
(1) Computed on the basis of the price at which the option may be exercised, in
accordance with Rule 457(h).
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 Mr. Sprague 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 STATEMENTS
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 28, 1995, including the portions of the Company's 1995 Annual Report and
the Company's Proxy Statement for the 1995 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
28, 1995;
(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 2,884
shares of Common Stock owned directly and indirectly by him, together with the
21,750 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 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) Copy of
Certificate of Amendment of Certificate of Incorporation dated September 30,
1994 (2)
4-B Copy of Registrant's By-Laws (2)
5 Opinion re legality
10 Non Qualified Stock Option Agreement with Peter J. Sprague
23-A Consent of KPMG Peat Marwick LLP
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.
(2) Filed as an Exhibit to the Company's Form 10-K for the fiscal year ended
May 28, 1995.
</TABLE>
II-2
<PAGE>
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) 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 the
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, California, on the 28th day of July, 1995.
NATIONAL SEMICONDUCTOR CORPORATION
By /s/ GILBERT F. AMELIO
--------------------------------------
Gilbert F. Amelio
Chairman of the Board, President
and Chief Executive Officer
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 28TH DAY OF JULY, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------------- ------------------------------------------------------
<C> <S>
/s/ GILBERT F. AMELIO Chairman of the Board, President and Chief Executive
---------------------------------------- Officer (Principal Executive Officer)
(Gilbert F. Amelio)
/s/ DONALD MACLEOD* Executive 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)
/s/ MODESTO A. MAIDIQUE* Director
----------------------------------------
(Modesto A. Maidique)
/s/ EDWARD R. MCCRACKEN* Director
----------------------------------------
(Edward R. McCracken)
/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 PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBER
- --------- ---------------------------------------------------------------------------------------------- -----------
<S> <C> <C>
4-A Copy of Registrant's Restated Certificate of Incorporation (1) Copy of Certificate of
Amendment of Certificate of Incorporation dated September 30, 1994 (2)
4-B Copy of Registrant's By-Laws (2)
5 Opinion re legality
10 Non Qualified Stock Option Agreement with Peter J. Sprague
23-A Consent of KPMG Peat Marwick LLP
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.
(2) Filed as an Exhibit to the Company's Form 10-K for the fiscal year ended
May 28, 1995.
</TABLE>
<PAGE>
[National Semiconductor Corporation LETTERHEAD]
EXHIBIT 5
July 28, 1995
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 300,000 shares of Common Stock, par value $0.50
per share (the "Shares") of National Semiconductor Corporation (the "Company")
pursuant to the Non-Qualified Stock Option Agreement dated May 18, 1995 entered
into between the Company and Peter J. Sprague (the "Stock Option Agreement").
In connection with this opinion, I have examined the Stock Option
Agreement, 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 Stock Option Agreement, 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
NON-QUALIFIED STOCK OPTION AGREEMENT
Option Agreement dated May 18, 1995 between National Semiconductor
Corporation, a Delaware corporation (the "Company") and Peter J. Sprague, a
consultant of the Company or of any of its subsidiaries (the ("Optionee").
By action taken by the Board of Directors of the Company, the Company has
granted a non-qualified stock option to the Optionee to purchase shares of its
Common Stock, par value $.50 per share ("Common Stock"). The Company and the
Optionee desire to enter this Agreement to evidence such option. The option is
granted pursuant to an Agreement between the Optionee and the Company dated May
17, 1995.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties hereto agree as follows:
A. The Company hereby evidences its grant to the Optionee of the right
and option (the "Option") to purchase all or any part of the aggregate of
300,000 full shares of Common Stock at a purchase price of $27.875 per share on
the terms and conditions herein set forth.
B. The term of the Option shall be for a period of TEN YEARS AND ONE DAY
from the date hereof, or for such shorter period as prescribed herein. The
Option shall be exercisable in installments as follows: none within the first
year; during the second year to the extent of 25% of the total number of shares
to which the Option relates; during the third year to the extent of 50% of said
total (including that portion exercised in the preceding year); during the
fourth year to the extent of 75% of said total (including that portion exercised
in the preceding years); and during the remaining term of the Option to the
extent of 100% of said total.
C This Option is subject to all the ADDITIONAL TERMS AND CONDITIONS
attached hereto and by reference incorporated herein.
IN WITNESS WHEREOF, the Optionee has hereunto set his hand and the Company
has caused this Option Agreement to be duly executed by an officer thereunto
duly authorized.
NATIONAL SEMICONDUCTOR CORPORATION
/S/ PETER J. SPRAGUE By: /S/ JOHN M. CLARK III
- ------------------------------ -----------------------------
Optionee Vice President
<PAGE>
ADDITIONAL TERMS AND CONDITIONS
1. If Optionee shall die without having exercised the Option, the Option
shall become fully exercisable notwithstanding the installment exercise
provisions of Paragraph B. The person or persons to whom the Optionee's rights
under the Option shall pass by will or by the laws of descent or distribution
may exercise the Option within a period of five (5) years following Optionee's
death.
2. Nothing contained in Paragraph 1 hereof is intended to extend the
stated term of the Option, and in no event may the Option be exercised after the
term of the Option stated in Paragraph B hereof has expired.
3. The Option is exercisable, during the lifetime of the Optionee, only
by the Optionee. The Option shall not be sold, pledged, assigned or transferred
in any manner otherwise than by will or the laws of descent and distribution,
and shall not be subject to attachment or similar process. Any attempted sale,
pledge, assignment, transfer or other disposition of the Option contrary to the
provisions hereof and the levy of any attachment or similar process upon the
Option shall be null and void and without effect.
4. In the event there is any change in the shares of the Company through
the declaration of stock dividends or a stock split-up, or through any
recapitalization resulting in share split-up, or combinations or exchanges of
shares, or otherwise, the number of shares subject to the Option and the
purchase price of such shares shall be appropriately adjusted by the Board of
Directors of the Company. No fractional shares shall be issued upon any
exercise of the Option.
5. Subject to the terms and conditions of this Agreement, the Option may
be exercised by giving written notice to the Company at its office in Santa
Clara, California, attention of the Secretary, or at such other office that the
Company may designate. Such notice shall (i) state the election to exercise the
Option and the number of full shares in respect of which it is being exercised,
and (ii) be signed by the person or persons so exercising the Option and, in the
event the Option is being exercised (pursuant to Paragraph 1 hereof) by any
person or persons other than the Optionee, be accompanied by appropriate proof
of the right of such person or persons to exercise the Option. Such notice
shall be accompanied by payment of the full purchase price of such shares,
whereupon the Company shall issue and deliver, or cause to be issued and
delivered a certificate or certificates representing such shares as soon as
practicable after such notice is received. The purchase price for such shares
must be paid in full in cash, or paid in full, with the consent of the Board of
Directors of the Company, in Common Stock of the Company valued at the opening
price of the Common Stock on the New York Stock Exchange on the date of exercise
or a combination of cash and Common Stock. With the consent of the Board of
Directors of the Company, the payment of all or part of the applicable
withholding taxes due upon exercise of an option, up to the highest marginal
rates then in effect, may be made by the withholding of shares otherwise
issuable upon exercise of the option. Option shares withheld in payment of such
taxes shall be
2
<PAGE>
valued at the opening price of the Company's Common Stock on the New York Stock
Exchange on the date of exercise. The certificate or certificates for the
shares as to which the Option shall have been so exercised shall be registered
in the name of the person or persons so exercising the Option and shall be
delivered as aforesaid to or upon the written order of the person or persons
exercising the Option. The date of the exercise of the Option will be the date
on which the aforesaid written notice, properly executed and accompanied as
aforesaid is received by the Secretary of the Company. All shares that shall be
purchased upon the exercise of the Option as provided herein shall be fully paid
and nonassessable. Until the certificate or certificates have been issued as
aforesaid, the person or persons exercising the Option shall possess no rights
of a record holder with respect to any of such shares.
6. The Company will seek to obtain from each regulatory commission or
agency having jurisdiction such authority as may be required to issue and sell
the shares of stock subject to the Option. Inability of the Company to obtain
from any such regulatory commission or agency authority which counsel for the
Company deems necessary for the lawful issuance and sale of its stock to satisfy
the Option shall relieve the Company from any liability for failure to issue and
sell stock to satisfy the Option pending the time when such authority is
obtained or is obtainable.
7. This Option Agreement shall be governed by the laws of the State of
California.
3
<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 7, 1995,
incorporated herein by reference. Our report covering the
Company's May 28, 1995 consolidated financial statements
refers to a change in accounting for certain costs in
inventory.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
San Jose, California
July 27, 1995
<PAGE>
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.
SIGNATURE DATE
--------- ----
/S/ GILBERT F. AMELIO July 20, 1995
- -----------------------------------
Gilbert F. Amelio
/S/ GARY P. ARNOLD July 20, 1995
- -----------------------------------
Gary P. Arnold
/S/ ROBERT BESHAR July 20, 1995
- -----------------------------------
Robert Beshar
/S/ MODESTO A. MAIDIQUE July 20, 1995
- -----------------------------------
Modesto A. Maidique
/S/ EDWARD R. MCCRACKEN July 27, 1995
- -----------------------------------
Edward R. McCracken
/S/ J. TRACY O'ROURKE July 20, 1995
- -----------------------------------
J. Tracy O'Rourke
/S/ CHARLES E. SPORCK July 20, 1995
- -----------------------------------
Charles E. Sporck
/S/ DONALD E. WEEDEN July 20, 1995
- -----------------------------------
Donald E. Weeden
4
<PAGE>
Exhibit 24.0
(page 2)
/S/ DONALD MACLEOD July 17 , 1995
- -----------------------------------
Donald Macleod
/S/ ROBERT B. MAHONEY July 17 , 1995
- -----------------------------------
Robert B. Mahoney
5
