<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996
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 registrant as specified in its charter)
<TABLE>
<S> <C> <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 principle executive offices)
Registrant's telephone number including area code: (408)721-5000
------------------------
NATIONAL SEMICONDUCTOR CORPORATION
RESTRICTED STOCK PLAN AND
RESTRICTED STOCK AGREEMENT WITH BRIAN L. HALLA
(Full title of the plans)
------------------------
JOHN M. CLARK III, Esq.
Senior Vice President, General Counsel and Secretary
NATIONAL SEMICONDUCTOR CORPORATION
2900 Semiconductor Drive, P.O. Box 58090
Santa Clara, CA 95052-8090
(408)721-5000
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF SHARES MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
BE REGISTERED REGISTERED PER SHARE (1) (1) FEE (1)
<S> <C> <C> <C> <C>
Common Stock
$0.50 par value............. 2,200,000 $15.8612 $34,894,375.00 $12,032.54
Preferred Stock
Purchase Rights............. (2)
</TABLE>
(1) Estimated for the purpose of calculating the registration fee (i) pursuant
to Rule 457(h) with respect to 589,000 share of the Registrant's Common
Stock registered hereunder, of which 200,000 shares were issued on May 3,
1996 on which date the average of the high and low prices of the Common
Stock was $16.3125 per share, as reported on the New York Stock Exchange
("NYSE") Composite Transactions, and 389,000 shares were issued on June 7,
1996 on which date the average of the high and low prices of the Common
Stock was $15.3125 per share, as reported on the NYSE Composite
Transactions, and (iii) pursuant to Rule 457(c) with respect to 1,611,000
shares of the Registrant's Common Stock registered hereunder on the basis
of the average of the high and low prices of the Common Stock on August 8,
1996 of $15.9375 per share, as reported on the NYSE Composite Transactions.
(2) Each share of Common Stock include 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
589,000 SHARES
NATIONAL SEMICONDUCTOR CORPORATION
COMMON STOCK
(PAR VALUE $0.50 PER SHARE)
This Prospectus relates to the offer and sale of a maximum of 589,000 shares
of Common Stock, $0.50 par value (the "Common Stock"), of National Semiconductor
Corporation, a Delaware corporation (the "Company"), which may be offered hereby
from time to time by any and all of the selling stockholders named herein (the
"Selling Stockholders") for their own benefit. The Company will receive no part
of the proceeds of sales made hereunder. All expenses of registration incurred
in connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Selling Stockholders will be borne by such
Selling Stockholders. None of the shares offered pursuant to this Prospectus
have been registered prior to the filing of the Registration Statement of which
this Prospectus is a part.
All or a portion of the shares of Common Stock offered hereby may be offered
for sale, from time to time, on the New York Stock Exchange, or otherwise, at
prices and terms then obtainable. All brokers' commissions, concessions or
discounts will be paid by the Selling Stockholders.
The Selling Stockholders and any broker executing selling orders on behalf
of the Selling Stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.
The Common Stock of the Company is listed on the New York Stock Exchange
under the symbol NSM. On August 9, 1996, the last reported sale price of the
Company's Common Stock on the New York Stock Exchange was $15.50.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF COMMON STOCK.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSIONS PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is August 12, 1996.
<PAGE>
AVAILABLE INFORMATION
National Semiconductor Corporation ("National" or the "Company") is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission maintains a Web site that can be reached at
http://ww.sec.gov that contains reports, proxy and information statements and
other information regarding the Company. Such reports, proxy statements and
other information concerning the Company may also be inspected and copied at the
offices of the New York Stock Exchange, Inc., (the "NYSE"), 20 Broad Street, New
York, New York 10005 and the Pacific Stock Exchange, Inc., 301 Pine Street, San
Francisco, California 94104.
This Prospectus constitutes a part of a registration statement on Form S-8
(together with all amendments and exhibits, herein referred to as the
"Registration Statement") filed by the Company under the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus does not contain all of the
information included in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Reference is made to such Registration Statements and to the exhibits relating
thereto for further information with respect to the Company and the securities
offered hereby.
National will furnish without charge to each person to whom this Prospectus
is delivered, on written or oral request of such person, a copy of any or all
documents incorporated by reference in this Prospectus, without exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents). Requests for such copies should be directed to: Investor
Relations, Mail Stop 10-397, National Semiconductor Corporation, 2900
Semiconductor Drive, P.O. Box 58090, Santa Clara, California 95052-8090,
telephone: (408)721-5693.
THE COMPANY
National designs, develops, manufactures and markets a broad line of analog,
mixed-signal and other integrated circuits for applications in a wide variety of
markets, including the personal computing, wireless communications, flat panel
and CRT display, power management, local and wide area networks, automotive,
consumer, mass storage and military aerospace markets. The Company's product
lines include standard, application specific and full custom parts. The Company
markets its products throughout the world through a direct sales force and a
network of distributors.
National's principle executive offices are located at 2900 Semiconductor
Drive, P.O. Box 58090, Santa Clara, California 95050-8090 and its telephone
number is (408)721-5000.
2
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing the Common Stock offered by this Prospectus.
FLUCTUATIONS IN FINANCIAL RESULTS
The Company's financial results are affected by the business cycles and
seasonal trends of the semiconductor and related industries. Shifts in product
mix toward, or away from, higher margin products can also have a significant
impact on the Company's operating results. As a result of these, and other
factors, the Company's financial results can fluctuate significantly from period
to period. As an example, the Company has generated net profits in the last four
fiscal years, but it experienced substantial losses in fiscal years 1989 through
1992, and experienced a substantial decline in profit in the last half of fiscal
year 1996 as compared to the first half of fiscal year 1996.
THE SEMICONDUCTOR INDUSTRY; COMPETITION AND RISKS
The semiconductor industry is characterized by rapid technological change
and frequent introduction of new technology leading to more complex and powerful
products. The result is a cyclical environment with short product life-cycles,
price erosion and high sensitivity to the overall business cycle. In addition,
substantial capital and research and development investment is required for
products and processes. The Company may experience periodic fluctuations in its
operating results because of industry-wide conditions.
National competes with a number of major companies in the high-volume
segment of the industry. These include several companies whose semiconductor
business is only part of their overall operations, such as Motorola, Inc., Texas
Instruments Incorporated, and Philips Electronics, NV. National also competes
with a large number of small companies that target particular niche markets such
as Linear Technology Corporation, Analog Devices, Inc., SGS-Thompson
Microelectronics SA, Analog Devices, Inc. and Cirrus Logic, Inc. Competition is
based on design and quality of the products, product performance, price and
service, with the relative importance of such factors varying among products and
markets.
INTERNATIONAL OPERATIONS
National conducts a substantial portion of its operations outside the United
States and its business is subject to risks associated with many factors beyond
its control, such as fluctuations in foreign currency rates, instability of
foreign economies and government, and changes in U.S. and foreign laws and
policies affecting trade and investment. Although the Company has not
experienced any materially adverse effects with respect to its foreign
operations arising from such factors, the Company has been impacted in the past
by one or more of these factors and could be impacted in the future by such
factors. In addition, although the Company seeks to hedge its exposure to
currency exchange rate fluctuations, the Company's competitive position relative
to non-U.S. suppliers can be affected by the exchange rate of the U.S. dollar
against other currencies, particularly the Japanese yen.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.
3
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder, the
nature of his position, office or other material relationship with the Company
within the past three years, the number of shares of Common Stock owned by each
Selling Stockholder prior to the offering, the number of shares and (if one
percent or more) the percentage of the class to be owned by such Selling
Stockholder after the offering.
<TABLE>
<CAPTION>
SHARES OWNED AFTER
SHARES OWNED* OFFERING
PRIOR TO SHARES ------------------------
NAME OFFERING OFFERED NUMBER PERCENT
- ------------------------------------------------------------------ -------------- --------- --------- -------------
<S> <C> <C> <C> <C>
Brian L. Halla ................................................... 200,000 200,000 0 **
Chairman, President and CEO (May 1996 to present)
Michael Atkin .................................................... 21,845 20,000 1,845 **
Development Director
Alan J. Baker .................................................... 15,019 15,000 19 **
Group Product Leader
Albert Bergemont ................................................. 22,663 20,000 2,663 **
Director Product Development
Kevin E. Brehmer ................................................. 20,637 20,000 637 **
Development Leader
Craig M. Davis ................................................... 13,867 12,000 1,876 **
Technical Leader, Member Technical Staff
James R. Kuo ..................................................... 10,955 8,000 2,955 **
Senior Engineering Manager
Hung-Wah A. Lau .................................................. 12,494 12,000 494 **
Member Technical Staff
Laurence D. Lewicki .............................................. 22,275 20,000 2,275 **
Development Leader
Gabriel M-Y Li ................................................... 9,147 8,000 1,147 **
Member Technical Staff
Dennis M. Monticelli ............................................. 54,816 40,000 14,816 **
Vice President
Ronald Pasqualini ................................................ 24,004 15,000 9,004 **
Design Manager
Gary Polhemus .................................................... 12,166 12,000 166 **
Member Technical Staff
Richard R. Rasmussen ............................................. 6,759 6,000 759 **
Member Technical Staff
Thomas P. Redfern ................................................ 30,731 30,000 731 **
Director
Don R. Sauer ..................................................... 18,305 18,000 305 **
Member Technical Staff
John M. Steininger ............................................... 25,563 25,000 563 **
Director, Product Development
</TABLE>
- ------------------------
* As of June 23, 1996. Includes shares held in trust for benefit of the Selling
Stockholder.
** Amount represents less than 1%
4
<PAGE>
<TABLE>
<CAPTION>
SELLING STOCKHOLDERS
(CONTINUED)
SHARES OWNED AFTER
SHARES OWNED* OFFERING
PRIOR TO SHARES ------------------------
NAME OFFERING OFFERED NUMBER PERCENT
- ------------------------------------------------------------------ -------------- --------- --------- -------------
<S> <C> <C> <C> <C>
Christopher J. Tubis ............................................. 25,169 25,000 169 **
Product Line Business Director
Patrick A. Tucci ................................................. 21,093 20,000 1,093 **
Member Technical Staff
James B. Wieser .................................................. 21,590 20,000 1,590 **
Chief Technologist, Member Technical Staff
Hee Wong ......................................................... 34,765 25,000 9,765 **
Senior Design Engineer
Sidi Yomtov ...................................................... 18,000 18,000 0 **
Design Center Director
</TABLE>
- ------------------------
* As of June 23, 1996. Includes shares held in trust for benefit of the Selling
Stockholder.
** Amount represents less than 1%
PLAN OF DISTRIBUTION
The Selling Stockholders may sell shares of Common Stock in any of the
following ways: (i) through dealers; (ii) through agents; or (iii) directly to
one or more purchasers. The distribution of the shares of Common Stock may be
effected from time to time in one or more transactions (which may involve
crosses or block transactions) (A) on the New York Stock Exchange (or on such
other national stock exchanges on which the shares of Common Stock may be traded
from time to time) in transactions which may include special offerings, exchange
distributions and/or secondary distributions pursuant to and in accordance with
the rules of such exchanges, (B) in the over-the-counter market, or (C) in
transactions other than such exchanges or in the over-the-counter market, or a
combination of such transactions. Any such transaction may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The Selling Stockholders
may effect such transactions by selling shares of Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or
commissions from purchasers of shares of Common Stock for whom they may act as
agent. The Selling Stockholders and any broker-dealers or agents that
participate in the distribution of shares of Common Stock by them might be
deemed to be underwriters, and any discounts, commissions or concessions
received by such broker-dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
Section 13 of the Exchange Act are incorporated in and made a part of this
Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended May
26, 1996, including the portions of the Company's 1996 Annual Report to
Shareholders and the Company's Proxy Statement for the 1996 Annual
Meeting of Stockholders incorporated therein by reference;
(b) All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the Exchange Act since the end of the Company's fiscal year
ended May 26, 1996;
5
<PAGE>
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed September 8, 1970; 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.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that 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 Prospectus.
EXPERTS
The consolidated financial statements and the related schedule of the
Company as of May 26, 1996 and May 28, 1995 and for each of the years in the
three-year period ended May 26, 1996, have been incorporated by reference herein
and in the registration statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, also incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The report covering the Company's May 26, 1996 consolidated
financial statements refers to a change in accounting for certain costs in
inventory in 1994 and a change in the method of accounting for depreciation in
1996.
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 breach of
fiduciary duty as 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 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 National 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.
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 attorney's 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 any action 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
6
<PAGE>
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 National's Certificate provides that National 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 National, or that, at the request of National,
he is or was serving another corporation or enterprise in any capacity. Article
VIII of National'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.
National 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.
7
<PAGE>
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- -------------------------------------------
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING HEREIN CONTAINED AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
The Company.................................... 2
Risk Factors................................... 3
Use of Proceeds................................ 3
Selling Stockholders........................... 4
Plan of Distribution........................... 5
Incorporation of Certain Documents by
Reference..................................... 5
Experts........................................ 6
Indemnification of Directors and Officers...... 6
</TABLE>
589,000 SHARES
NATIONAL
SEMICONDUCTOR
CORPORATION
COMMON STOCK
($0.50 PAR VALUE)
---------------------
PROSPECTUS
---------------------
AUGUST 12, 1996
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<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 26, 1996, including the portions of the Company's 1996 Annual Report and
the Company's Proxy Statement for the 1996 Annual Meeting of Stockholders
incorporated therein by reference;
(b) All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the Securities and Exchange Act of 1934 since May 26, 1996;
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed September 8, 1970; 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.
All documents filed by the Company pursuant to Section 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 of 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 documents which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statements. 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
10,020 shares of Common Stock owned directly and indirectly by him, together
with the 93,000 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 National 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 attorney's 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 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 National's Certificate provides that National 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 National, or that, at the request of National,
he is or was serving another corporation or enterprise in any capacity. Article
VIII of National'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.
National 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 7. EXEMPTION FROM REGISTRATION CLAIMED
The shares of Common Stock to be resold by the Selling Stockholders named in
the Prospectus prepared in accordance with Part I of Form S-3 were issued by the
Registrant to the Selling Stockholders pursuant to an exemption from
registration under the Securities Act by virtue of Section 4(2) thereof. The
shares were issued to the Selling Stockholders as restricted stock subject to
vesting limitations in two different increments. The shares issued to Mr. Halla
were issued to Mr. Halla under the Restricted Stock Agreement between Mr. Halla
and the Company, a written plan in connection with Mr. Halla's service as
President and Chief Executive Officer of the Company. Mr. Halla had access, by
virtue of his position with the Company, to sufficient information to make an
informed investment decision. The shares issued to the other Selling
Stockholders were issued pursuant to the Company's Restricted Stock Plan, a
written plan in connection with service as employees of the Company by these
Selling Stockholders. These Selling Stockholders were provided sufficient
information to make an informed investment decision.
II-2
<PAGE>
ITEM 8. TABLE OF EXHIBITS
<TABLE>
<S> <C>
4.1 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 Amendment of Certificate of Incorporation dated September 30,
1994.
4.2 By-Laws of the Company
4.3 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).
4.4 Rights Agreement (incorporated by reference from the Exhibits to the Company's
Registration Statement on Form 8-A filed August 10, 1988). First Amendment to the
Rights Agreement dated as of October 31, 1995 (incorporated by reference from the
Exhibits to the Company's Amendment No. 1 to the Registration Statement on Form 8-A
filed December 11, 1995).
4.5 Indenture dated as of September 15, 1995 (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form S-3 Registration No.
33-63649, which became effective November 6, 1995).
4.6 Registration Rights Agreement dated as of September 21, 1995 (incorporated by
reference from the Exhibits to the Company's Registration Statement on From S-3
Registration No. 33-63649, which became effective November 6, 1995).
4.7 Form of Note (incorporated by reference from the Exhibits to the Company's
Registration Statement on Form S-3 Registration No. 33-63649, which became
effective November 6, 1995).
5.1 Opinion re Legality
10.1 Restricted Stock Agreement with Brian L. Halla
10.2 Restricted Stock Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (Included in Exhibit 5.1)
24.1 Power of Attorney
</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) 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.
II-3
<PAGE>
(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, unenforeceable. 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-4
<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 12th day of August, 1996.
NATIONAL SEMICONDUCTOR CORPORATION
By: /s/ BRIAN L. HALLA*
-----------------------------------
Brian L. Halla
CHAIRMAN OF THE BOARD, 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 12TH DAY OF AUGUST, 1996.
<TABLE>
<C> <S>
/s/ BRIAN L. HALLA* Chairman of the Board, President and Chief
- ------------------------------------------- Executive Officer (Principal Executive
(Brian L. Halla) Officer)
/s/ DONALD MACLEOD* Executive Vice President, Finance and Chief
- ------------------------------------------- Financial Officer (Principal Financial
(Donald MacLeod) Officer)
/s/ RICHARD D. CROWLEY, JR.*
- ------------------------------------------- Vice President and Controller (Principal
(Richard D. Crowley, Jr.) Accounting Officer)
/s/ GARY P. ARNOLD*
- ------------------------------------------- Director
Gary P. Arnold)
/s/ ROBERT BESHAR*
- ------------------------------------------- Director
(Robert Beshar)
/s/ MODESTO A. MAIDIQUE*
- ------------------------------------------- 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/ JOHN M. CLARK III
--------------------------------------
John M. Clark III
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- --------- ---------------------------------------------------------------------------------------------- -------------
<S> <C> <C>
4.1 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 Amendment of Certificate
of Incorporation dated September 30, 1994.
4.2 By-Laws of the Company
4.3 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).
4.4 Rights Agreement (incorporated by reference from the Exhibits to the Company's Registration
Statement on From 8-A filed August 10, 1988). First Amendment to the Rights Agreement dated
as of October 31, 1995 (incorporated by reference from the Exhibits to the Company's
Amendment No. 1 to the Registration Statement on Form 8-A filed December 11, 1995).
4.5 Indenture dated as of September 15, 1995 (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form S-3 Registration No. 33-63649, which became
effective November 6, 1995).
4.6 Registration Rights Agreement dated as of September 21, 1995 (incorporated by reference from
the Exhibits to the Company's Registration Statement on Form S-3 Registration No. 33-63649,
which became effective November 6, 1995).
4.7 Form of Note (incorporated by reference from the Exhibits to the Company's Registration
Statement on Form S-3 Registration No. 33-63649, which became effective November 6, 1995).
5.1 Opinion re Legality
10.1 Restricted Stock Agreement with Brian L. Halla
10.2 Restricted Stock Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (Included in Exhibit 5.1)
24.1 Power of Attorney
</TABLE>
II-6
<PAGE>
EXHIBIT 4.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
NATIONAL SEMICONDUCTOR CORPORATION
NATIONAL SEMICONDUCTOR CORPORATION (the "Company"), a
corporation organized and existing under and by virtue of General
Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a Special Meeting of the Board of Directors
of the Company on July 14, 1994, a resolution was duly adopted
setting forth a proposed Amendment to the Certificate of
Incorporation of the Company, declaring said Amendment to be
advisable and directing that the Amendment be submitted for the
approval of the Stockholders of the Company at the Annual Meeting
to be held September 30, 1994. Said resolution proposed that
Article FOURTH of the Certificate of Incorporation be amended to
read in full as follows:
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is Three Hundred
and One Million (301,000,000), consisting of One Million
(1,000,000) shares of preferred stock, par value of Fifty
Cents ($.50) each (hereinafter called the Preferred Stock)
and Three Hundred Million (300,000,000) shares of common stock
of par value of Fifty Cents ($.50) each (hereinafter
1
<PAGE>
called the Common Stock).
The designations and the powers, preferences and
rights, and the qualification, limitations or restrictions
thereof, of each class of stock of the Corporation which
are fixed by this Certificate of Incorporation, and the
express grant of authority to the Board of Directors to fix
by resolution or resolutions the designations, and the
powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of the Preferred Stock
which are not fixed by this Certificate of Incorporation,
are as follows:
A. PREFERRED STOCK
(1) Shares of Preferred Stock may be issued from time
to time in one or more series, each such series to have
such distinctive designation as shall be stated and
expressed in the resolution or resolutions adopted by the
Board of Directors providing for the initial issuance of
shares of such series, and authority is expressly vested in
the Board of Directors, by such resolution or resolutions
providing for the initial issuance of shares of each
series:
(a) To fix the distinctive designation of such
series and the number of shares which shall constitute
such series, which number may be increased or decreased
(but not below the number of shares thereof then
outstanding) from time to time by actions of the Board
of Directors;
(b) To fix (i) the dividend rate of such series,
(ii) any limitation, restrictions or conditions on the
payment of dividends, including whether dividends shall
be cumulative and, if so, from which date or dates,
(iii) the relative rights of priority, if any, of
payment of dividends on shares of that series and (iv)
the form of dividends, which shall be payable either
(A) in cash only, or (B) in stock only, or (C) partly
in cash and partly in stock, or (D) in stock or, at the
2
<PAGE>
option of the holder, in cash (and in such case to
prescribe the terms and conditions of exercising such
option), and to make provision in case of dividends
payable in stock for adjustments of the dividend rate
in such events as the Board of Directors shall
determine;
(c) To fix the price or prices at which, and the
terms and conditions on which, the shares of such
series may be redeemed by the Company;
(d) To fix the amount or amounts payable upon the
shares of such series in the event of any liquidation,
dissolution or winding up of the Company and the
relative rights of priority, if any, of payment upon
shares of such series;
(e) To determine whether or not the shares of
such series shall be entitled to the benefit of a
sinking fund to be applied to the purchase or
redemption of such series and, if so entitled, the
amount of such fund and the manner of its application;
(f) To determine whether or not the shares of
such series shall be made convertible into, or
exchangeable for, shares of any other class or classes
of stock of the Corporation or shares of any other
series of Preferred Stock, and, if made so convertible
or exchangeable, the conversion price or prices, or the
rate or rates of exchange, and the adjustments thereof,
if any, at which such conversion or exchange may be
made, and any other terms and conditions of such
conversion or exchange;
(g) To determine whether or not the shares of
such series shall have any voting powers and, if voting
powers are so granted, the extent of such voting
powers, provided that the number of authorized share of
Common Stock may be increased or decreased by the
affirmative vote of the holders of a majority of the
Common Stock, voting as a class, and such increase or
decrease shall not require any actions by holders of
shares of Preferred Stock. Except as otherwise
provided by statute or by a determination by the Board
of Directors, the holders of shares of Preferred
Stock, as such holders, shall not have any right to
vote in the election of directors or for any other
purpose; and such holders shall not be entitled to
notice of any meeting of stockholders at which they are
not entitled to vote;
(h) To determine whether or not the issue of any
additional shares of such series or of any other series
3
<PAGE>
in addition to such series shall be subject to
restrictions in addition to the restrictions, if any,
on the issue of additional shares imposed in the
resolution or resolutions fixing the terms of any
outstanding series of Preferred Stock theretofore
issued pursuant to this Section A and, if subject to
additional restrictions, the extent of such additional
restrictions; and
(i) Generally to fix the other rights, and any
qualifications, limitations or restrictions of such
rights, of such series; provided, however, that no such
rights, qualifications, limitations or restrictions
shall be in conflict with this Certificate of
Incorporation or any amendment hereof.
(2) Before any dividends shall be declared or paid or
any distribution ordered or made upon the Common Stock
(other than a dividend payable in Common Stock), the
Corporation shall comply with the dividend and sinking fund
provisions, if any, of any resolution or resolutions
providing for the issue of any series of Preferred Stock
any shares of which shall at the time be outstanding.
Subject to the foregoing sentence, the holders of Common
Stock shall be entitled, to the exclusion of the holders of
Preferred Stock of any and all series, to receive such
dividends as from time to time may be declared by the Board
of Directors.
(3) Upon any liquidation, dissolution or winding up of
the Corporation, the holders of Preferred Stock of each
series shall be entitled to receive the amount to which
such holders are entitled as fixed with respect to such
series, including all dividends accumulated to the date of
final distribution, before any payment or distribution of
assets of the Corporation shall be made to or set apart for
the holders of Common Stock; and after such payments shall
have been made to or set apart for the holders of Common
Stock; and after such payments shall have been made in full
to the holders of Preferred Stock, the holders of Common
Stock shall be entitled to receive any and all assets
remaining to be paid or distributed to stockholders and the
holders of Preferred Stock shall not be entitled to share
therein. For the purposes of this paragraph, the voluntary
sales, conveyance, lease, exchange or transfer of all or
substantially all the property or assets of the Corporation
or a consolidation or merger of the Corporation with one or
more other corporation (whether or not the Corporation is
the Corporation surviving such consolidation or merger)
shall not be deemed to be a liquidation, dissolution or
winding up, voluntary or involuntary.
4
<PAGE>
(4) Subject to such limitations (if any) as may be
fixed by the Board of Directors with respect to such series
of Preferred Stock in accordance with paragraph (1) of this
Section A, Preferred Stock of each series may be redeemed
at any time in whole or from time to time in part, at the
option of the Corporation, by vote of the Board of
Directors, at the redemption price thereof fixed in
accordance with said paragraph (1). If less than all the
outstanding shares of Preferred Stock of such series are to
be redeemed, the shares to be redeemed shall be determined
in such manner as the Board of Directors shall prescribe.
At such time or times prior to the date fixed for
redemption as the Board of Directors shall determine,
written notice shall be mailed to each holder of record of
shares to be redeemed, in a postage prepaid envelope
addressed to such holder at his address as shown by the
records of the Corporation, notifying such holders of the
election of the Corporation to redeem such shares and
stating the date fixed for the redemption thereof and
calling upon such holder to surrender to the Corporation on
or after said date, at a place designated in such notice,
his certificate or certificates representing the number of
shares specified in such notice of redemption. On and
after the date fixed in such notice of redemption, each
holder of shares of preferred Stock to be redeemed shall
present and surrender his certificate or certificates for
such shares to the Corporation at the place designated in
such notice and thereupon the redemption price of such
shares shall be paid to or on the order of the person whose
name appears on the records of the Corporation as the
holder of the shares designated for redemption. In case
less than all the shares represented by any such
certificate are redeemed a new certificate shall be issued
representing the unredeemed shares. From and after the
date fixed in any such notice as the date of redemption
(unless default shall be made by the Corporation in payment
of the redemption price) all dividends on the shares of
Preferred Stock designated for redemption in such notice
shall cease to accrue and all rights of the holders thereof
as stockholders of the Corporation, other than to receive
the redemption price, shall terminate and such shares shall
not thereafter be transferred (except with the consent of
the Corporation) on the books of the Corporation and such
shares shall not be deemed to be outstanding for any
purpose whatsoever. At any time after the mailing of any
such notice of redemption the Corporation may deposit the
redemption price of the shares designated therein for
redemption with a bank or trust company in the United
States of America, having capital and surplus of at least
$25,000,000 in trust for the benefit of the respective
holders of the shares designated for redemption but not yet
redeemed. From and after the making of such deposit the
sole right of the holders of such shares shall be the right
5
<PAGE>
either to receive the redemption price of such shares on
and after such redemption date, or, in the case of shares
having conversion rights, the right to convert the same at
any time at or before the earlier of the close of business
on such redemption date or such prior date and time at
which the right to convert shall have expired; and except
for these rights, the shares of Preferred Stock so
designated for redemption shall not be deemed to be
outstanding for any purpose whatsoever.
(5) Shares of any series of Preferred Stock which have
been redeemed (whether through the operation of a sinking
fund or otherwise) or purchased by the Corporation, or
which, if convertible, have been converted into shares of
stock of the corporation of any other class or classes,
may, upon appropriate filing and recording to the extent
required by law, have the status of authorized and unissued
shares of Preferred Stock and may be reissued as part of
such series or of any other series of Preferred Stock,
subject to such limitations (if any) as may be fixed by
the Board of Directors with respect to such series of
Preferred Stock in accordance with paragraph (1) of this
Section A.
B. COMMON STOCK
(1) Except as otherwise provided by (a) the Board of
Directors in fixing the voting rights of any series of the
Preferred Stock in accordance with Section A of this
Article FOURTH or (b) statute, voting power in the election
of directors and for all other purposes shall be vested
exclusively in the holders of the Common Stock.
(2) In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or
involuntary after payment shall have been made to the
holders of the Preferred Stock of the full amount to which
they shall be entitled pursuant to paragraph (3) of Section
A of this Article FOURTH, the holders of Common Stock shall
be entitled, to the exclusion of the holders of the
Preferred Stock of any and all series, to share, ratably
according to the number of shares of Common Stock held by
them, in all remaining assets of the Corporation available
for distribution to its stockholders.
All persons who shall acquire stock in this Corporation
shall acquire the same subject to the provisions of this
Certificate of Incorporation, as amended.
6
<PAGE>
SECOND: That at the Annual Meeting of Stockholders of the
Company, which was duly called and held September 30, 1994 upon
notice in accordance with Section 222 of the General Corporation
Law of the State of Delaware, at which a quorum was present and
acting throughout, said Amendment was approved by the affirmative
vote of the number of shares required by law.
THIRD: That said Amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
FOURTH: That the capital of the Company will not be reduced
under or by reason of said Amendment.
IN WITNESS WHEREOF, the Company has caused its corporate
seal to be affixed hereto and this Certificate to be signed by
GILBERT F. AMELIO, President and Chief Executive Officer of the
Company, and attested to be JOHN M. CLARK III, Secretary of the
Company this 30th day of September, 1994.
(Corporate Seal) NATIONAL SEMICONDUCTOR CORPORATION
BY /s/ GILBERT F. AMELIO
------------------------------
GILBERT F. AMELIO
President and CEO
ATTEST:
By /s/ JOHN M. CLARK III
-------------------------
JOHN M. CLARK III
Secretary
7
<PAGE>
EXHIBIT 4.2
BY-LAWS
OF
NATIONAL SEMICONDUCTOR CORPORATION
ARTICLE I.
OFFICES
Section 1. REGISTERED OFFICE. The registered office shall
be in the City of Wilmington, County of New Castle, State of
Delaware.
Section 2. OTHER OFFICES. The corporation may also have
offices at such other places both within and without the State of
Delaware as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE II.
STOCKHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of stockholders
shall be held at such place either within or without the State of
Delaware as may be designated by the board of directors.
Section 2. ANNUAL MEETING. An annual meeting of
stockholders shall be held on the fourth Friday in September of
each year, at 10:30 A.M., or at such other date and time as shall
be designated by the board of directors. At the annual meeting
the stockholders shall elect a board of directors and transact
such other business as may be properly brought before the
meeting.
1
<PAGE>
Section 3. SPECIAL MEETINGS. Special meetings of the
stockholders (a) may be called by the chairman of the board of
directors, the president, or by a majority of the board of
directors but (b) shall be called by the secretary at the request
in writing of stockholders owning at least 50% in interest of the
capital stock of the corporation issued and outstanding and
entitled to vote at such meeting. Any business can be transacted
at a special meeting of the stockholders.
Section 4. NOTICE OF MEETINGS. The secretary or such other
officer of the corporation as is designated by the board of
directors shall serve personally or send through the mails or by
telegraph a written notice of annual or special meetings of
stockholders, addressed to each stockholder of record entitled to
vote at his address as it appears on the stock transfer books of
the corporation, stating the time and place of the meeting, not
less than ten nor more than sixty days before the date of the
meeting, except that a special meeting may be called on five
days' notice. If mailed, notice shall be deemed to have been
given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the
records of the corporation. Notice given by telegraph shall be
deemed to have been given upon delivery of the message to the
telegraph company.
Section 5. WAIVER OF NOTICE. Notice of a meeting need not
be given to any stockholder who signs a waiver of notice, in
2
<PAGE>
person or by proxy, whether before or after a meeting. The
attendance of any stockholder at a meeting, in person or by
proxy, without protesting either prior thereto or at its
commencement the lack of notice of such meeting, shall constitute
a waiver of notice by him. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.
Section 6. ACTION BY CONSENT. Any action required to be
taken at any annual or special meeting of stockholders, or any
action which may be taken at any annual or special meeting of
such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in
writing.
Section 7. STOCKHOLDER'S LIST. The officer who has charge
of the stock transfer book of the corporation shall prepare and
make, at least ten days before every meeting of the stockholders
at which directors are to be elected, a complete list of the
3
<PAGE>
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to examination by any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
Section 8. QUORUM. The holders of a majority of the stock
issued and outstanding and entitled to vote at a meeting, present
in person or represented by proxy, shall constitute a quorum at
all meetings of stockholders for the transaction of business
except as otherwise provided by statute. If, however, such
quorum shall not be present or represented at any meeting of the
stockholders, a majority in interest of the stockholders entitled
to vote thereat, present in person or represented by proxy, shall
have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at
4
<PAGE>
which a quorum shall be present or represented any business may
be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty
days, or after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote.
Section 9. PROXIES. At all meetings of stockholders, each
stockholder entitled to vote shall have one vote, to be exercised
in person or by proxy, for each share of capital stock having
voting power, held by such stockholder. All proxies shall be in
writing, shall relate only to a specific meeting (including
continuations and adjournments of the same), and shall be filed
with the secretary at or before the time of the meeting. Each
proxy must be signed by the shareholder or his attorney-in-fact.
The person or persons named in a proxy for a specific meeting may
vote at any adjournment of the meeting for which the proxy was
given. If more than one person is named as proxy, a majority of
such persons so named present at the meeting, or if only one
shall be present, then that one, shall have and exercise all the
powers conferred upon all of the persons unless the proxy shall
provide otherwise. A proxy purporting to be executed by or on
behalf of a stockholder shall be deemed valid unless challenged
prior to or at its exercise and the burden of proving invalidity
shall rest on the challenger.
5
<PAGE>
Section 10. VOTING. When a quorum is present at any
meeting, the vote of the holders of a majority of the capital
stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting,
except in respect of elections of directors which shall be
decided by a plurality of the votes cast, and except when the
question is one which by express provision of statute a different
vote is required, in which case such express provision shall
govern and control the decision of such question. No vote need
be taken by ballot unless required by statute.
ARTICLE III.
THE BOARD OF DIRECTORS
Section 1. COMPOSITION. The board of directors shall
consist of eight directors subject to such automatic increase as
may be required by the corporation's Restated Articles of
Incorporation. The board may enlarge or reduce the size of the
board in a vote of the majority of the directors in office. No
director need be a stockholder.
Section 2. ELECTION AND TERM. Except as provided in
Section 3 of this Article, the directors shall be elected by a
plurality vote at the annual meeting of the stockholders. Each
director shall hold office until his successor is elected and
qualified or until his earlier resignation or removal.
6
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Section 3. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Any
vacancy on the board of directors, or any newly created
directorships, however occurring, may be filled by a majority of
the directors then in office, though less than a quorum or by a
sole remaining director. Any vacancy in the board of directors
may also be filled by a plurality vote of the stockholders unless
such vacancy shall have been previously filled by the board of
directors.
Section 4. POWERS. The business of the corporation shall
be managed by its board of directors which shall have and may
exercise all such powers of the corporation, including the power
to make, alter or repeal the bylaws of the corporation, and do
all such lawful acts and things as are not by statute directed or
required to be exercised or done by the stockholders.
Section 5. PLACE OF MEETINGS. The board of directors of
the corporation may hold meetings both regular and special,
either within or without the State of Delaware. Members of the
board of directors or any committee designated by the board, may
participate in a meeting of such board or committee by means of a
conference telephone by means of which all persons participating
in the meeting can hear each other, and participation shall
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constitute presence in person at such meeting.
Section 6. REGULAR MEETINGS. Regular meetings of the board
of directors may be held without call or notice immediately
following the annual meeting of the stockholders and at such time
and at such place as shall from time to time be selected by the
board of directors, provided that in respect of any director who
is absent when such selection is made, the notice, waiver and
attendance provisions of Section 7 of this Article shall apply to
such regular meetings.
Section 7. SPECIAL MEETINGS AND NOTICE. Special meetings
of the board of directors may be called by the chairman of the
board of directors, a majority of the directors or the president
on at least two days' notice given to each director, either
personally or by mail or telegram sent to his business or home
address, stating the place, date and hour of the meeting. If
mailed, notice shall be deemed to have been given when deposited
in the United States mail, postage prepaid, directed to the
director at his business or home address. Notice given by
telegraph shall be deemed to have been given upon delivery of the
message to the telegraph company. Notice of a meeting need not
be given to any director who signs a waiver of notice, whether
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before or after the meeting. The attendance of any director at a
meeting, without protesting either prior thereto or at its
commencement the lack of notice of such meeting, shall constitute
a waiver of notice by him. Any notice or waiver of notice of a
meeting of the board of directors need not specify the purposes
of the meeting.
Section 8. QUORUM AND VOTING. At all meetings of the board
of directors a majority less one of the total number of directors
then in office shall constitute a quorum for the transaction of
business, except that in no case shall less than two directors be
deemed to constitute a quorum, and the act of a majority of the
directors present at any meeting at which there is a quorum shall
be the act of the board of directors. If a quorum shall not be
present at any meeting of the board of directors, a majority of
less than a quorum may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present.
Section 9. ACTION BY CONSENT. Any action required or
permitted to be taken at any meeting of the board of directors
may be taken without a meeting, if all members of the board of
directors, then in office, consent thereto in writing, and the
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writing or writings are filed with the minutes of proceedings of
the board of directors.
Section 10. RESIGNATION. Any director may resign at any
time upon written notice delivered to the corporation at its
principal office. The resignation shall take effect at the time
specified therein, and if no time be specified, at the time of
its dispatch to the corporation.
Section 11. REMOVAL. A director may be removed for cause
by the vote of a majority of the stockholders at a special or
annual meeting after the director has been given reasonable
notice and opportunity to be heard before the stockholders.
Section 12. COMMITTEES. The board of directors may, by
resolution passed by a majority of the whole board of directors,
designate one or more committees, each committee to consist of
one or more of the directors of the corporation, which committee,
to the extent provided in the resolution, shall have and may
exercise the powers of the board of directors in the management
of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
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require it. Such committee or committees shall have such name or
names as may be determined from time to time by resolution
adopted by the board of directors. Each committee shall keep
regular minutes of its meetings and report the same to the board
of directors when required.
ARTICLE IV.
OFFICERS
Section 1. DESIGNATION. The officers of the corporation
shall consist of a president, a treasurer, a secretary, and such
other officers including a chairman of the board of directors,
one or more group presidents, vice presidents (including group
executive vice presidents, corporate vice presidents and senior
vice presidents), assistant treasurers and assistant secretaries,
as the board of directors or the stockholders may deem warranted.
With the exception of the chairman of the board of directors who
must be a director, no officer need be a director or a
stockholder. Any number of offices may be held by the same
person.
Section 2. ELECTION AND TERM. Except for officers to fill
vacancies and newly created offices provided for in Section 6 of
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this Article, the officers shall be elected by the board of
directors at the first meeting of the board of directors after
the annual meeting of the stockholders. All officers shall hold
office at the pleasure of the board of directors.
Section 3. DUTIES OF OFFICERS. In addition to those duties
that may from time to time be delegated to them by the board of
directors, the officers of the corporation shall have the
following duties:
(a) CHAIRMAN OF THE BOARD. The chairman of the board
shall preside at all meetings of the stockholders and of the
board of directors at which he is present, shall be ex-officio a
member of all committees formed by the board of directors and
shall have such other duties and powers as the board of
directors may prescribe.
(b) PRESIDENT. The president shall be the chief
executive officer of the corporation, shall have general and
active management of the business of the corporation, shall see
that all orders and resolutions of the board of directors are
carried into effect, and, in the absence or nonelection of the
chairman of the board of directors, shall preside at all meetings
of the stockholders and the board of directors at which he is
present if he is also a director. The president also shall
execute bonds, mortgages, and other contracts requiring a seal
under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be delegated
expressly by the board of directors to some other officer or
agent of the corporation and shall have such other powers and
duties as the board of directors may prescribe.
(c) GROUP PRESIDENT. The group president or group
presidents, if any, shall have general and active management of
the group for which they are designated as president by the board
of directors and shall have such other duties and powers as
vice-presidents or as the board of directors or the president may
prescribe.
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(d) VICE-PRESIDENT. The vice-president or vice-presidents, if
any, shall have such duties and powers as the board of directors or the
president may prescribe. In the absence of the president or in the event of
his inability or refusal to act, the group president or vice-president, if
any, or if there be more than one, the group presidents or vice-presidents,
in the order designated by the board of directors, or, in the absence of such
designation, then in the order of their election, shall perform the duties
and exercise the powers of the president.
(e) SECRETARIES AND ASSISTANT SECRETARIES. The
secretary shall record the proceedings of all meetings of the
stockholders and all meetings of the board of directors in books
to be kept for that purpose, shall perform like duties for the
standing committees when required, and shall give, or cause to be
given, call and/or notices of all meetings of the stockholders
and meetings of the board of directors in accordance with these
by-laws. The secretary also shall have custody of the corporate
seal of the corporation, affix the seal to any instrument
requiring it and attest thereto when authorized by the board of
directors or the president, and shall have such other duties and
powers as the board of directors may prescribe.
The assistant secretary, if any, or if there be
more than one, the assistant secretaries, in the order designated
by the board of directors, or, if there be no such designation,
then in order of their election, shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and
shall have such other duties and powers as the board of directors
may prescribe.
In the absence of the secretary or an assistant
secretary at a meeting of the stockholders or the board of
directors, an acting secretary shall be chosen by the
stockholders or directors, as the case may be, to exercise the
duties of the secretary at such meeting.
In the absence of the secretary or an assistant
secretary or in the event of the inability or refusal of the
secretary or an assistant secretary to give, or cause to be
given, any call and/or notice required by law or these by-laws,
any such call and/or notice may be given by any person so
directed by the board of directors, the president or
stockholders, upon whose requisition the meeting is called in
accordance with these by-laws.
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(f) TREASURER AND ASSISTANT TREASURER. The treasurer
shall have the custody of the corporate funds and securities,
shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to
the credit of the corporation in such depositories as may be
designated by the board of directors. The treasurer shall also
disburse the funds of the corporation as may be ordered by the
board of directors, taking proper vouchers for such
disbursements, shall render to the board of directors, when the
board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation, and shall have such other duties and powers as the
board of directors may prescribe. If required by the board of
directors, the treasurer shall give the corporation a bond, which
shall be renewed every six years, in such sum and with such
surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his
office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the
corporation.
The assistant treasurer, if any, or if there be
more than one, the assistant treasurers in the order designated
by the board of directors, or, in the absence of such
designation, then in the order of their election, shall, in the
absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the
treasurer and shall have such other duties and powers as the
board of directors may prescribe.
(g) OTHER OFFICERS. Any other officer shall have
such powers and duties as the board of directors may prescribe.
Section 4. RESIGNATION. Any officer may resign at any time
upon written notice delivered to the corporation at its
principal office. The resignation shall take effect at the time
specified therein, and if no time be specified, at the time of
its dispatch to the corporation.
Section 5. REMOVAL. Any officer elected or appointed by
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the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors.
Section 6. VACANCIES AND NEWLY CREATED OFFICES. A vacancy
in office, however occurring, and newly created offices, shall be
filled by the board of directors.
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ARTICLE V.
CAPITAL STOCK
Section 1. STOCK CERTIFICATES. Each holder of stock in the
corporation shall be entitled to have a certificate signed in an
officer's official capacity or in the name of the corporation by
the chairman of the board of directors, or the president or a
vice-president and the treasurer or an assistant treasurer, or
the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation.
Where a certificate is countersigned (a) by a transfer agent
other than the corporation or its employee, or, (b) by a
registrar other than the corporation or its employee, any other
signature on the certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer, transfer agent,
or registrar at the date of issue.
Section 2. LOST, STOLEN OR DESTROYED CERTIFICATES. The
board of directors, or at their direction any officer of the
company, may direct a new certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the
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person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors, or at their direction any
officer of the company, may, in its (his) discretion and as a
condition precedent to the issuance thereof, require the owner of
such lost, stolen or destroyed certificate or certificates, or
his legal representative, to advertise the same in such manner as
it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.
Section 3. TRANSFER. Upon surrender to the secretary or
the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, and upon compliance with any
provisions respecting restrictions on transfer, it shall be the
duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 4. ISSUE OF STOCK. From time to time, the board of
directors may, by vote of a majority of the directors, issue any
of the authorized capital stock of the corporation for cash,
property, services rendered or expenses, or as a stock dividend
and on any terms permitted by law.
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Section 5. FIXING RECORD DATE. In order that the
corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing
without a meeting or entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action,
the board of directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the board
of directors may fix a new record date for the adjourned meeting.
Section 6. REGISTERED STOCKHOLDERS. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by
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the laws of Delaware.
ARTICLE VI.
GENERAL PROVISIONS
Section 1. DIVIDENDS. Dividends upon the capital stock of
the corporation may be declared by the board of directors in any
regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property, or in shares of capital stock. Before
payment of any dividend, there may be set aside out of any funds
of the corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
Section 2. CHECKS. All checks or demands for money and
notes of the corporation shall be signed by such officer or
officers or such other person or persons as the board of
directors may from time to time designate.
Section 3. FISCAL YEAR. The fiscal year of the corporation
shall be fixed by a resolution of the board of directors.
Section 4. SEAL. The corporate seal shall have inscribed
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thereon the name of the corporation, the year of its organization
and the words "Corporate Seal Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE VII.
AMENDMENTS
Section 1. AMENDMENTS. These by-laws may be amended at any
proper meeting of the stockholders or of the board of directors.
ARTICLE VIII.
INDEMNIFICATION
Section 1. NON-DERIVATIVE PROCEEDINGS. The corporation
shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or
was a director, officer, employee, or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
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him in connection with such action, suit or proceeding 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 was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceedings, had reasonable cause to believe that his conduct was
unlawful.
Section 2. DERIVATIVE PROCEEDINGS. The corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in
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connection with the defense or settlement of such action or suit
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 except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 3. AMOUNT OF INDEMNIFICATION. To the extent that a
director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections 1 or 2, or in defense
of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 4. DETERMINATION TO INDEMNIFY. Any indemnification
under Sections 1 or 2 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in Sections 1
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and 2. Such determination shall be made (1) by the board of
directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2)
if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent
legal counsel in written opinion, or (3) by the stockholders.
Section 5. ADVANCE PAYMENT. Expenses incurred in defending
a civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of a director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section or
otherwise pursuant to the law of Delaware.
Section 6. NON-EXCLUSIVENESS OF BY-LAW. The
indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article VIII
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be
entitled under any statute, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while
holding such office.
Section 7. CONTINUATION OF INDEMNIFICATION. The
indemnification and advancement of expenses provided by, or
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granted pursuant to this Article VIII, or permitted by statute or
otherwise, shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
Section 8. INDEMNIFICATION INSURANCE. The corporation
shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability under the
provisions of this section.
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[LETTERHEAD]
EXHIBIT 5.1
August 12, 1996
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 2,200,000 shares of Common Stock, par value $0.50
per share (the "Shares") of National Semiconductor Corporation
(the "Company") pursuant to the Company's Restricted Stock Plan
and its Restricted Stock Agreement with Brian L. Halla
(collectively "Plans.")
In connection with this opinion, I have examined the Plans,
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,
whether issued prior to or after the date hereof, and the
subsequent sale of such shares 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
JMC:ave
<PAGE>
EXHIBIT 10.1
NATIONAL SEMICONDUCTOR CORPORATION
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT, dated as of May 3, 1996 (the
"Award Date"), is made by and between NATIONAL SEMICONDUCTOR
CORPORATION, a Delaware corporation (the "Company"), and BRIAN L.
HALLA, an Employee of the Company (the "Employee"):
WHEREAS, the Company's Board of Directors has determined that
it would be to the advantage and best interest of the Company and
its stockholders to issue the shares of Restricted Stock provided
for herein to the Employee to induce Employee to join the Company,
and has advised the Company thereof and instructed the Secretary of
the Company to issue said Restricted Stock;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
1. DEFINITIONS
Whenever used in this Agreement, the following terms shall
have the meaning set forth below.
Common Stock: The Company's common stock par value $0.50 per
share.
Disability: Inability to perform any services for the Company and
eligible to receive disability benefits under the standards used by
the Company's disability benefit plans or any successor plan
thereto.
Restricted Stock: Common Stock issued pursuant to the terms of
this Agreement.
Restrictions: Reacquisition and transferability restrictions
imposed upon Restricted Stock under this Agreement.
Termination of Employment: The time when the employer-employee
relationship between the Employee and the Company is terminated for
any reason, with or without cause, including but not limited to a
termination by resignation, discharge, death or Disability.
Vested Shares: Shares of Restricted Stock that become unrestricted
shares of Common Stock, as provided in Section 3.A.
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2. ISSUANCE OF RESTRICTED STOCK
A. In consideration of Employee's agreement to become
employed by the Company and for other good and valuable
consideration which the Board of Directors has determined to
be equal to the par value of its Common Stock, on the Award
Date the Company issues to the Employee 200,000 shares of its
Common Stock, upon the terms and conditions set forth in this
Agreement.
B. Nothing in this Agreement shall confer upon the Employee
any right to continue in the employ of the Company.
3. RESTRICTIONS
A. The shares of Restricted Stock issued to the Employee
shall be subject to the restrictions on transferability
provided in Section 4.B. In addition, the Restricted Stock is
subject to reacquisition by the Company without payment of any
consideration to the Employee immediately upon a Termination
of Employment; provided, however, that no reacquisition shall
occur in the event of a Termination of Employment because of
the Employee's Disability or death, in which event all shares
of Restricted Stock shall immediately fully vest and all
Restrictions shall immediately expire. Further, all
restrictions on the Restricted Stock issued to Employee
hereunder shall expire with respect to twenty-five percent
(25%) of such shares on the first anniversary of the Award
Date, at which time said shares shall become Vested Shares.
Thereafter, all Restrictions shall expire with respect to an
additional twenty-five percent (25%) of the originally issued
shares on each subsequent anniversary of the Award Date. The
Restrictions limiting transferability and subjecting the
Restricted Stock to reacquisition by the Company shall not
apply to any Vested Shares held by the Employee.
B. Certificates representing shares of Restricted Stock
issued pursuant to this Agreement shall, until all
Restrictions lapse and new certificates are issued pursuant to
Section 3.C, bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN VESTING REQUIREMENTS AND MAY BE SUBJECT TO
REACQUISITION BY THE COMPANY UNDER THE TERMS OF THAT CERTAIN
RESTRICTED STOCK AGREEMENT BY AND BETWEEN NATIONAL
SEMICONDUCTOR CORPORATION (THE "COMPANY") AND THE HOLDER OF
THE SECURITIES. PRIOR TO VESTING OF OWNERSHIP IN THE
SECURITIES, THEY MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED,
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TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES. COPIES OF THE
ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE OFFICES OF THE
COMPANY AT 2900 SEMICONDUCTOR DRIVE, M/S 16-135, SANTA CLARA,
CA 95051.
C. Upon the vesting of the shares of Restricted Stock and
subject to Section 4.C and payment of taxes as required by
Section 4.J, the Company shall cause new certificates to be
issued with respect to the Vested Shares and delivered to the
Employee or his legal representative, free from legend and any
other Restrictions. Vested Shares shall cease to be
Restricted Stock subject to the terms and conditions of this
Agreement.
D. Upon the merger or consolidation of the Company into
another corporation, the acquisition by another corporation or
person (excluding any employee benefit plan of the Company or
any trustee or other fiduciary holding securities under an
employee benefit plan of the Company) of all or substantially
all of the Company's assets or 51% or more of the Company's
then outstanding voting stock, or the liquidation or
dissolution of the Company, all shares of Restricted Stock
shall fully vest and all Restrictions on the Restricted Stock
shall immediately expire.
E. In the event that the outstanding shares of the Company's
Common Stock are changed into or exchanged for a different
number or kind of shares or other securities of the Company or
of another corporation pursuant to a merger of the Company
into another corporation, or the exchange of all or
substantially all of the assets of the Company for the
securities of another corporation, or the acquisition by
another corporation or person (excluding any employee benefit
plan of the Company or any trustee or other fiduciary holding
securities under an employee benefit plan of the Company) of
51% or more of the Company's then outstanding voting stock, or
the liquidation or dissolution of the Company, or a stock
split-up or stock dividend, such new, additional or different
shares or securities which are held or received by the
Employee in his or her capacity as a holder of Restricted
Stock shall be considered to be Restricted Stock and shall be
subject to all of the Restrictions.
4. MISCELLANEOUS
A. The Company's Board of Directors has the power to
interpret this Agreement and all other documents relating to
the Restricted Stock issued hereunder. All actions taken and
all interpretations and determinations made by the Board of
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<PAGE>
Directors in good faith shall be final and binding upon the
Employee, the Company and all other interested persons. No
member of the Board of Directors shall be personally liable
for any action, determination or interpretation made in good
faith.
B. No Restricted Stock or any interest or right therein or
part thereof shall be liable for the debts, contracts or
engagements of the Employee or his successors in interest or
shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other
means whether such disposition is voluntary or involuntary or
by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including
bankruptcy), and any attempted disposition thereof shall be
null and void and of no effect; provided, however, that this
Section 4.B shall not prevent transfers by will or by
applicable laws of descent and distribution.
C. The Company shall not be required to issue or deliver any
certificate or certificates for shares of stock pursuant to
this Agreement prior to fulfillment of all of the following
conditions:
(i) The admission of such shares to listing
on all stock exchanges on which such class of stock
is then listed; and
(ii) The completion of any registration or
other qualification of such shares under any state
or Federal law or under rulings or regulations of
the Securities and Exchange Commission or of any
other governmental regulatory body, which the Board
of Directors shall, in its absolute discretion,
deem necessary or advisable; and
(iii) The obtaining of any approval or other
clearance from any state or Federal governmental
agency which the Board of Directors shall, in its
absolute discretion, determine to be necessary or
advisable; and
(iv) Subject to the provisions of Section
4.J, the payment by the Employee of all amounts
required to be withheld under federal, state and
local tax laws, with respect to the issuance of
Restricted Stock and/or the lapse or removal of any
of the Restrictions.
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<PAGE>
D. The Secretary of the Company shall retain physical
custody of the certificates representing Restricted Stock,
including shares of Restricted Stock issued pursuant to
Section 3.E, until all of the Restrictions expire or are
removed.
E. Any notice to be given under the terms of this Agreement
to the Company shall be addressed to the Company in care of
its Secretary, and any notice to be given to the Employee
shall be addressed to him at the address given beneath
Employee's signature hereto. By a notice given pursuant to
this Section 4.E, either party may designate a different
address for notices to be given to it. Any notice which is
required to be given to the Employee shall, if the Employee is
then deceased, be given to the Employee's personal
representative if such representative has previously informed
the Company of his or her status and address by written notice
under this Section 4.E. Any notice shall have been deemed
duly given when enclosed in a properly sealed envelope or
wrapper addressed as aforesaid, deposited (with postage
prepaid) in a post office or branch post office regularly
maintained by the United States Postal Service.
F. Upon delivery of the shares of Restricted Stock to the
Secretary pursuant to Section 4.D, the Employee shall have all
the rights of a stockholder with respect to said shares,
subject to the Restrictions herein (including the provisions
of Section 4.J), including the right to vote the shares and to
receive all dividends or other distributions paid or made with
respect to the shares.
G. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of
this Agreement.
H. This Agreement shall be administered, and the Restricted
Stock shall be issued, only in such a manner as to conform to
all applicable laws, rules and regulations.
I. This Agreement may be amended only by a writing executed
by the parties hereto which specifically states that it is
amending this Agreement.
J. The Company's obligation to issue or deliver to the
Employee any certificate or certificates for unrestricted
shares of stock or to pay to the Employee any dividends or
make any distributions with respect to the Restricted Stock is
expressly conditioned upon receipt from the Employee, on or
prior to the date the same is required to be withheld, of:
5
<PAGE>
(i) Full payment (in cash or by check) of any amount
that must be withheld by the Company for federal, state and/or
local tax purposes; or
(ii) Subject to the consent of the Board of Directors
and Section 4.J(iii), full payment by delivery to the Company
of unrestricted shares of the Company's Common Stock
previously owned by the Employee duly endorsed for transfer to
the Company by the Employee with an aggregate fair market
value (determined, as applicable, as of the date of the lapse
of the Restrictions or vesting, or as of the date of the
distribution) equal to the amount that must be withheld by the
Company for federal, state and/or local tax purposes; or
(iii) With respect to the withholding obligation for
shares of Restricted Stock that become unrestricted shares as
of a Vesting Date and subject to the consent of the Board of
Directors and to the timing requirements set forth in this
Section 4.J(iii), full payment by retention by the Company of
a portion of such shares of Restricted Stock which become
unrestricted or vested with an aggregate fair market value
(determined as of the Vesting Date) equal to the amount that
must be withheld by the Company for federal, state and/or
local tax purposes.
(iv) Any combination of payments provided for in the
foregoing subsections (i), (ii) or (iii).
K. The laws of the State of Delaware shall govern the
interpretation, validity, administration, enforcement and
performance of the terms of this Agreement regardless of the
law that might be applied under principles of conflicts of
laws.
6
<PAGE>
IN WITNESS HEREOF, this Agreement has been executed and
delivered by the parties hereto.
NATIONAL SEMICONDUCTOR CORPORATION
By /s/ JOHN M. CLARK III
------------------------
Its Senior Vice President
------------------------
/s/ BRIAN L. HALLA
------------------
Employee Signature
BRIAN L. HALLA
------------------
Print Name of Employee
7
<PAGE>
EXHIBIT 10.2
NATIONAL SEMICONDUCTOR CORPORATION
RESTRICTED STOCK PLAN
1. OBJECTIVE
The National Semiconductor Corporation Restricted Stock Plan
is designed to further the growth, development and financial
success of the Company by providing additional incentives to
certain Employees by assisting them to become owners of capital
stock of the Company and thus to benefit directly from its growth,
development and financial success.
2. DEFINITIONS
Whenever used in this Plan, the following terms shall have the
meaning set forth below unless the context clearly indicates to the
contrary.
Board: The Board of Directors of the Company.
Committee: The Stock Option and Compensation Committee of the
Board.
Common Stock: The Company's common stock, par value $.50 per
share.
Company: National Semiconductor Corporation ("NSC"), a Delaware
corporation, and any corporation in which NSC controls directly or
indirectly more than fifty percent (50%) of the combined voting
power of voting securities.
Disability: Inability to perform any services for the Company and
eligible to receive disability benefits under the standards used by
the Company's disability benefit plans or any successor plan
thereto.
Employee: An individual in the regular employ of the Company at
any time.
Fair Market Value: As of given date, the Fair Market Value of a
share of the Company's stock shall be the opening stock price of
the Company's stock on the New York Stock Exchange on such date or
if the Company stock is not traded on such day, then on the
immediately preceding trading day on the New York Stock Exchange.
Officer: An Employee of the Company who is appointed or elected by
the Board to serve as an officer of the Company.
Plan: This National Semiconductor Corporation Restricted Stock
1
<PAGE>
Plan.
Restricted Stock: Common Stock of the Company issued pursuant to
the terms of this Plan.
Retirement: Permanent termination of employment with the Company
and (a) age is either sixty-five (65) or age is at least fifty-five (55)
and years of service in the employ of the Company is then
(10) or more, and (b) the terminating employee has certified to the
Secretary that he or she does not intend to engage in a full-time
vocation.
Secretary: The Secretary of the Company.
Termination of Employment: The time when the employee-employer
relationship between the Restricted Stockholder and the Company is
terminated for any reason, with or without cause, including, but
not by way of limitation, a termination by reduction in force,
resignation, discharge, death, Disability or Retirement, but
excluding (i) terminations where there is a simultaneous
reemployment by the Company, or (ii) terminations where the
Restricted Stockholder continues a relationship (e.g., as a
director or as a consultant) with the Company.
Vesting Date: Date that shares of Restricted Stock become
unrestricted shares of stock.
3. SHARES SUBJECT TO THE PLAN
A. The shares of stock which may be issued as Restricted
Stock shall be shares of the Company's Common Stock. The
aggregate number of such shares which may be issued as
Restricted Stock shall not exceed 2,000,000.
B. Any shares of Restricted Stock reacquired by the Company
pursuant to the restrictions thereon may again be
utilized under this Plan, subject to the limitations of
Section 3A.
C. In the event that the outstanding shares of Common Stock
of the Company are hereafter changed into or exchanged
for a different number or kind of shares or other
securities of the Company, or of another corporation, by
reason of reorganization, merger, consolidation, recapi-
talization, reclassification, or the number of shares is
increased or decreased by reason of a stock split-up,
stock dividend, combination of shares or any other
increase or decrease in the number of such shares of
Common Stock effected without receipt of consideration by
the Company (provided, however, that conversion of any
convertible securities or notes of the Company shall not
be deemed to have been "effected without receipt of
consideration"), the Committee shall make appropriate
adjustments in the number and kind of shares of
Restricted Stock which may be issued, including adjust-
2
<PAGE>
ments of the limitations in Section 3.A on the maximum
number and kind of shares which may be issued as
Restricted Stock.
4. ISSUANCE OF RESTRICTED STOCK
A. Any Employee of the Company who is not an Officer shall
be eligible to be issued shares of Restricted Stock.
Officers are not eligible to be issued shares of
Restricted Stock under this Plan.
B. The Committee shall from time to time, in its absolute
discretion:
(i) Select from among Employees (including
Employees to whom shares of Restricted Stock
have previously been issued) those to be
issued shares of Restricted Stock;
(ii) Determine the number of shares of Restricted
Stock to be issued to such selected Employees;
and
(iii) Determine the purchase price, if any, and
other terms and conditions applicable to the
shares of Restricted Stock, consistent with
the Plan.
C. Shares of the Company's Common Stock issued as Restricted
Stock may be either previously authorized but unissued
shares or issued shares which have been reacquired by the
Company. The Committee shall establish the purchase
price (if any) and form of payment for Restricted Stock.
In all cases legal consideration shall be required for
each issuance of Restricted Stock.
D. Upon the selection of an Employee to be issued Restricted
Stock, the Committee shall instruct the Secretary to
issue such Restricted Stock and may impose such
conditions on issuance as it deems appropriate.
5. TERMS OF RESTRICTED STOCK
A. Restricted Stock shall be issued only pursuant to a
written Restricted Stock Agreement, which shall be
executed by the Restricted Stockholder and the Secretary
and which shall contain such terms and conditions as the
Committee shall determine, consistent with the Plan.
B. The consideration for the issuance of Restricted Stock
shall be set by the Committee.
3
<PAGE>
C. Upon delivery of the shares of Restricted Stock to the
escrow holder pursuant to Section 5.H, the Restricted
Stockholder shall have all the rights of a stockholder
with respect to said shares, subject to the restrictions
in his or her Restricted Stock Agreement, including the
right to vote the shares and to receive all dividends or
other distributions paid or made with respect to the
shares.
D. Unless otherwise approved in writing by the Committee, no
shares of Restricted Stock issued under this Plan may be
sold, assigned or otherwise transferred until at least
one year has elapsed from the date the Restricted Stock
was issued. All shares of Restricted Stock issued under
this Plan (including any shares received by holders
thereof as a result of stock dividends, stock splits or
any other forms of recapitalization) shall be subject to
such other restrictions as the Committee shall provide in
the terms of each individual Restricted Stock Agreement;
provided, however, that by a resolution adopted after the
Restricted Stock is issued, the Committee may, on such
terms and conditions as it determines to be appropriate,
remove any or all of the restrictions imposed by the
terms of the Restricted Stock Agreement. All
restrictions imposed pursuant to this Section 5.D shall
expire within ten years of the date of issuance.
Restricted Stock may not be sold or encumbered until all
restrictions are terminated or expire.
E. Each individual Restricted Stock Agreement shall provide
that Restricted Stock subject to restrictions under the
Restricted Stock Agreement shall be reacquired by the
Company immediately upon a Termination of Employment for
any reason; provided, however, that the Committee may
provide that no such reacquisition shall occur in the
event of a Termination of Employment because of the
Restricted Stockholder's Retirement or Disability or
death, in which event the restrictions imposed under the
Restricted Stock Agreement shall immediately expire. The
Committee shall have the discretion to determine the
effect of all matters and questions relating to
Termination of Employment, including but not by way of
limitation, the question of whether a Termination of
Employment resulted from a discharge for cause, and all
questions of whether particular leaves of absence
constitute Termination of Employment.
F. Upon the merger or consolidation of the Company with or
into another corporation, the acquisition by another
corporation or person (excluding any employee benefit
plan of the Company or any trustee or other fiduciary
holding securities under an employee benefit plan of the
Company) of all or substantially all of the Company's
assets or 51% or more of the Company's then outstanding
voting stock, or the liquidation or dissolution of the
4
<PAGE>
Company, the restrictions imposed under the Restricted
Stock Agreement Restricted Stock shall immediately
expire.
G. Nothing in this Plan or in any Restricted Stock Agreement
shall confer upon any Restricted Stockholder any right to
continue in the employ of the Company, or interfere with
or restrict in any way the rights of the Company to
terminate or discharge any Restricted Stockholder at any
time for any reason whatsoever. The Company shall retain
the absolute and unrestricted right to terminate a
Restricted Stockholder's employment at any time for any
reason.
H. The Secretary or such other escrow holder as the
Committee may appoint shall retain physical custody of
the certificates representing Restricted Stock until all
of the restrictions imposed under the Restricted Stock
Agreement expire or are removed. In no event shall any
Restricted Stockholder retain physical custody of any
certificates representing Restricted Stock issued to him
or her.
I. The Committee shall cause a legend or legends to be
placed on certificates representing all shares of
Restricted Stock that are still subject to restrictions
under Restricted Stock Agreements, which legend or
legends shall make appropriate reference to the
conditions imposed thereby.
J. The Company's obligation to issue or deliver to the
Restricted Stockholder any certificate or certificates
for unrestricted shares of stock or to pay to the
Restricted Stockholder any dividends or make any
distributions with respect to the Restricted Stock is
expressly conditioned upon receipt from the Restricted
Stockholder, on or prior to the date the same is required
to be withheld, of:
(i) Full payment (in cash or by check) of any amount
that must be withheld by the Company for federal,
state and/or local tax purposes; or
(ii) Subject to the Committee's consent and Section
5.J.(iii), full payment by delivery to the Company
of unrestricted shares of the Company's Common
Stock previously owned by the Restricted
Stockholder duly endorsed for transfer to the
Company by the Restricted Stockholder with an
aggregate Fair Market Value (determined, as
applicable, as of the date of the lapse of the
restrictions or vesting, or as of the date of the
distribution) equal to the amount that must be
withheld by the Company for federal, state and/or
local tax purposes; or
5
<PAGE>
(iii) With respect to the withholding obligation for
shares of Restricted Stock that become unrestricted shares of
stock as of a Vesting Date, subject to the Committee's consent
and to the timing requirements set forth in this Section
5.J.(iii), full payment by retention by the Company of a
portion of such shares of Restricted Stock which become
unrestricted or vested with an aggregate Fair Market Value
(determined as of the Vesting Date) equal to the amount that
must be withheld by the Company for federal, state and/or
local tax purposes; or
(iv) Subject to the Committee's consent, any combination
of payments provided for in the foregoing
subsections (i), (ii), or (iii).
6. ADMINISTRATION
A. The Committee shall have the duty to conduct the general
administration of the Plan in accordance with its
provisions. The Committee shall have the power to
interpret the Plan and all other documents relating to
Restricted Stock and to adopt such rules for the
administration, interpretation and application of the
Plan as are consistent therewith and to interpret, amend
or revoke any such rules. The Committee may delegate any
of its rights and duties under this Plan to the Company's
Chief Executive Officer.
B. All actions taken and all interpretations and
determinations made by the Committee in good faith shall
be final and binding upon all Restricted Stockholders,
the Company and all other interested persons. No member
of the Committee shall be personally liable for any
action, determination or interpretation made in good
faith with respect to the Plan or Restricted Stock.
7. OTHER PROVISIONS
A. No Restricted Stock, or interest or right therein or part
thereof, shall be liable for the debts, contracts or
engagements of the Restricted Stockholder or successors
in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other
legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that nothing in
this Section 7.A shall prevent transfers by will or by
the applicable laws at descent and distribution.
B. The Plan may be wholly or partially amended or otherwise
6
<PAGE>
modified, suspended or terminated at any time or from
time to time by the Board. Neither the amendment,
suspension nor termination of the Plan shall, without the
consent of the Restricted Stockholder, alter or impair
any rights or obligations under any Restricted Stock
theretofore issued. No Restricted Stock may be issued
during any period of suspension or after termination of
the Plan.
C. This Plan shall not affect any other compensation or
incentive plans in effect for the Company. Nothing in
this Plan shall be construed to limit the right of the
Company to establish any other forms of incentives or
compensation for Employees of the Company, to issue
restricted or unrestricted stock other than under this
Plan in connection with any proper corporate purpose,
including, but not by way of limitation, the issuance of
restricted or unrestricted stock in connection with the
acquisition in any form of the business, stock or assets
of any corporation, firm or association.
7
<PAGE> EXHIBIT 23-1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
National Semiconductor Corporation:
We consent to the use of our reports incorporated by reference herein, which
reports are included in or incorporated by reference in the May 26, 1996
National Semiconductor Corporation annual report on Form 10-K, and to the
reference to our firm under the heading "Experts" in the prospectus. Our
report covering the Company's May 26, 1996 consolidated financial statements
refers to a change in the method of accounting for depreciation in 1996 and a
change in accounting for certain costs in inventory in 1994.
KPMG Peat Marwick LLP
San Jose, California
August 9, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned persons hereby constitutes and appoints Brian L.
Halla, 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/ BRIAN L. HALLA July 8, 1996
----------------------------
Brian L. Halla
/s/ GARY P. ARNOLD July 8, 1996
----------------------------
Gary P. Arnold
/s/ ROBERT BESHAR July 8, 1996
----------------------------
Robert Beshar
/s/ MODESTO A. MAIDIQUE July 8, 1996
----------------------------
Modesto A. Maidique
/s/ EDWARD R. McCRACKEN July 8, 1996
----------------------------
Edward R. McCracken
/s/ J. TRACY O'ROURKE July 8, 1996
----------------------------
J. Tracy O'Rourke
/s/ CHARLES E. SPORCK July 8, 1996
----------------------------
Charles E. Sporck
1
<PAGE>
EXHIBIT 24.1
(Page 2)
/s/ DONALD E. WEEDEN July 8, 1996
----------------------------
Donald E. Weeden
/s/ DONALD MACLEOD July 8, 1996
----------------------------
Donald Macleod
/s/ RICHARD D. CROWLEY, JR. July 8, 1996
----------------------------
Richard D. Crowley, Jr.
2
