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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No.1 to
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended May 28, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the transition period
from to .
Commission File Number: 1-6453
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2095071
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(State of incorporation) (I.R.S. Employer Identification Number)
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
SANTA CLARA, CALIFORNIA 95052-8090
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(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 721-5000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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Depositary shares, each representing New York Stock Exchange
1/10th share of $32.50 Convertible
Preferred Shares, par value $0.50 per share
Common stock, par value New York Stock Exchange
$0.50 per share Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
$32.50 Convertible Preferred Shares ($0.50 par value) with a liquidation
preference of $500 per share.
(Title of class)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NATIONAL SEMICONDUCTOR CORPORATION
Date: July 28, 1995 By: /S/ GILBERT F. AMELIO
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Gilbert F. Amelio
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities stated and on the 27th day of July
1995.
Signature Title
/S/ GILBERT F. AMELIO Chairman of the Board, President
Gilbert F. Amelio and Chief Executive Officer
(Principal Executive Officer)
/S/ DONALD MACLEOD* Executive Vice President, Finance
Donald Macleod and Chief Financial Officer
(Principal Financial Officer)
/S/ ROBERT B. MAHONEY* Vice President and Controller
Robert B. Mahoney (Principal Accounting Officer)
/S/ GARY P. ARNOLD* Director
Gary P. Arnold
/S/ ROBERT BESHAR* Director
Robert Beshar
/S/ MODESTO A. MAIDIQUE* Director
Modesto A. Maidique
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
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INDEX TO EXHIBITS
Item 14(a) (3)
The following documents are filed as part of this report:
1. Financial Statements: reference is made to the Financial
Statements described under Part IV, Item 14(a) (1).
2. Other Exhibits:
Designation Description of Exhibit
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3.1 Second Restated Certificate of Incorporation of the
Company, as amended (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form S-3 Registration No. 33-52775,
which became effective March 22, 1994); Certificate of Powers,
Designations, Preferences and Rights designating the $32.50 Convertible
Preferred Stock (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form S-3 Registration No. 33-52775,
which became effective March 22, 1994). Certificate of Amendment of
Certificate of Incorporation dated September 30, 1994.
3.2 By-Laws of the Company
4.1 Form of Common Stock Certificate (incorporated by
reference from the Exhibits to the Company's Registration Statement on
Form S-3 Registration No. 33-48935, which became effective October 5,
1992).
4.2 Rights Agreement (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form 8-A filed
August 10, 1988).
4.3 Deposit Agreement and Form of Depositary Receipt
(incorporated by reference from the Exhibits to the Company's
Registration Statement on Form S-3 Registration No. 33-52775, which
became effective March 22, 1994).
10.1 Management Contract or Compensatory Plan or Arrangement:
License Agreement with Wave Systems Corporation (incorporated by
reference from the Exhibits to the Company's 10-Q filed March 18,1994).
10.2 Management Contract or Compensatory Plan or Arrangement:
Key Employee Incentive Plan (incorporated by reference from the Exhibits
to the Company's 10-K filed July 28, 1994). 1995 Key Employee Incentive
Plan Agreement (incorporated by reference from the Exhibits to the
Company's 10-K filed July 28, 1994). 1995 Key Employee Incentive Plan
Agreement as amended through January 12, 1995 (incorporated by reference
from the Exhibits to the Company's 10-Q filed March 17, 1995.)
10.3 Management Contract or Compensatory Plan or Arrangement:
Executive Officer Incentive Plan (incorporated by reference from the
Exhibits to the Company's definitive Proxy Statement for the Annual
Meeting of Stockholders held September 30, 1994 filed on August 10,
1994). 1995 Executive Officer Incentive Plan Agreement (incorporated by
reference from the Exhibits to the Company's 10-K filed July 28, 1994).
1996 Executive Officer Incentive Plan Agreement.
10.4 Management Contract or Compensatory Plan or Arrangement:
Stock Option Plan, as amended through January 9, 1995 (incorporated by
reference from the Exhibits to the Company's 10-Q filed March 17, 1995).
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10.5 Management Contract or Compensatory Plan or Arrangement:
Benefit Restoration Plan (incorporated by reference from the Exhibits to
the Company's 10-Q filed December 14, 1994).
10.6 Management Contract or Compensatory Plan or Arrangement:
Promissory Note and Agreement with Peter J. Sprague (incorporated by
reference from the Exhibits to the Company's Form 10-K filed August 22,
1991). Amendment Letter dated November 30, 1993 (incorporated by
reference from the Exhibits to the Company's 10-K filed July 28, 1994).
Agreement with Peter J. Sprague dated May 17, 1995. Non Qualified Stock
Option Agreement with Peter J. Sprague dated May 18, 1995.
10.7 Management Contract or Compensatory Plan or Arrangement:
Airplane Use Letter Agreement with Gilbert F. Amelio doing business as
Aero Ventures (incorporated by reference from the Exhibits to the
Company's Form 10-K filed August 22, 1991). 1992 Extension of Airplane
Use Letter Agreement with Gilbert F. Amelio doing business as Aero
Ventures (incorporated by reference from the Exhibits to the Company's
10-K filed August 24, 1992). 1993 Extension of Airplane Use Letter
Agreement with Gilbert F. Amelio doing business as Aero Ventures
(incorporated by reference from the Exhibits to the Company's 10-K filed
August 9, 1993). Airplane Use Agreement with Gilbert F. Amelio doing
business as Aero Ventures (incorporated by reference from the Exhibits
to the Company's 10-Q filed March 18, 1994). Amendment No. 1 to
Airplane Use Agreement with Gilbert F. Amelio doing business as Aero
Ventures (incorporated by reference from the Exhibits to the Company's
10-Q filed December 14, 1994).
10.8 Management Contract or Compensatory Plan or Arrangement:
Loan Agreement with Gilbert F. Amelio (incorporated by reference from
the Exhibits to the Company's 10-K filed August 24, 1992).
10.9 Management Contract or Compensatory Plan or Arrangement:
Director Stock Plan (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form S-8 Registration No. 33-54931
which became effective August 5, 1994).
10.10 Management Contract or Compensatory Plan or Arrangement:
Performance Award Plan (incorporated by reference from the Exhibits to
the Company's Registration Statement on form S-8 Registration No. 33-
55699 which became effective September 30, 1994).
10.11 Management Contract or Compensatory Plan or Arrangement:
Consulting Agreement with Harry H. Wetzel (incorporated by reference
from the Exhibits to the Company's 10-K filed July 28, 1994).
10.12 Management Contract or Compensatory Plan or Arrangement:
Preferred Life Insurance Program (incorporated by reference from the
Exhibits to the Company's 10-K filed July 28, 1994).
10.13 Management Contract or Compensatory Plan or Arrangement:
Retired Officers and Directors Health Plan.
11.0 Computation of Earnings (Loss) per share assuming full
dilution.
13.0 Portions of the Annual Report to Shareholders for the
fiscal year ended May 28, 1995 (to be deemed filed only to the extent
required by the instructions to Exhibits for reports on Form 10-K).
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21.0 List of Subsidiaries.
23.0 Consent of Independent Auditors (included in Part IV).
24.0 Power of Attorney.
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Exhibit 24.0
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 (the "Company"), to sign the Annual Report on Form 10-K for
the Company's 1995 fiscal year, and any and all amendments to said
Annual Report on Form 10-K, 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
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Gilbert F. Amelio
/S/ GARY P. ARNOLD July 20, 1995
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Gary P. Arnold
/S/ ROBERT BESHAR July 20, 1995
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Robert Beshar
/S/ MODESTO A. MAIDIQUE July 20, 1995
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Modesto A. Maidique
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Edward R. McCracken
/S/ J. TRACY O'ROURKE July 20, 1995
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J. Tracy O'Rourke
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Exhibit 24
(page 2)
/S/ CHARLES E. SPORCK July 20, 1995
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Charles E. Sporck
/S/ DONALD E. WEEDEN July 20, 1995
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Donald E. Weeden
/S/ DONALD MACLEOD July 17, 1995
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Donald Macleod
/S/ ROBERT B. MAHONEY July 17, 1995
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Robert B. Mahoney
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