<PAGE>
As filed with the Securities and Exchange Commission on November 18, 1997
Registration No. 333-38033-02
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
POST-EFFECTIVE AMENDMENT NO. 2
ON
FORM S-8
TO
FORM S-4
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 2900 Semiconductor Drive (I.R.S. Employer
incorporation or organization) P.O. Box 58090 Identification Number)
Santa Clara, California 95052-8090
(Address of principle executive offices)
Registrant's telephone number including area code: (408)721-5000
</TABLE>
_____________________________
CYRIX CORPORATION NON-DISCRETIONARY NON-EMPLOYEE DIRECTORS STOCK PLAN
(Full title of the plan)
_________________
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
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES PURSUANT
TO THE PLAN: Promptly after the filing of this Post-Effective Amendment.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described herein. See
"INTRODUCTORY STATEMENT."
<PAGE>
PART I
INTRODUCTORY STATEMENT
National Semiconductor Corporation (the "Company") hereby amends its
Registration Statement on Form S-4 (No. 333-38033) (the "Form S-4"), by
filing this Post-Effective Amendment No.2 on Form S-8 (the "Post-Effective
Amendment") relating to the sale of up to 56,719 shares of common stock, par
value $0.50 per share of the Company ("Common Stock") issuable upon the
exercise of stock options granted under the Cyrix Corporation
Non-Discretionary Non-Employee Directors Stock Plan (the "Plan").
On November 17, 1997, Nova Acquisition Corp., a Delaware corporation and
a wholly owned subsidiary of the Company, was merged into Cyrix Corporation,
a Delaware corporation ("Cyrix"). As a result of such merger (the "Merger"),
Cyrix has become a wholly owned subsidiary of the Company and each
outstanding share (other than shares owned by the Company, Cyrix or any
direct or indirect wholly owned subsidiary of the Company or Cyrix) of common
stock, par value $0.004 per share of Cyrix ("Cyrix Common Stock") has been
coverted into .825 shares of Company Common stock. Pursuant to the Merger,
each outstanding option issued pursuant to the Plan will no longer be
exercisable for shares of Cyrix Common Stock but instead will constitute an
option to acquire, on the same terms and conditions as were applicable under
such option, shares of Company Common Stock in lieu of shares of Cyrix Common
Stock.
The designation of the Post-Effective Amendment as Registration No.
333-38033-02 denotes that the Post-Effective Amendment relates only to the
shares of Company Common Stock issuable upon exercise of stock options under
the Plan and that this is the second Post-Effective Amendment to the Form S-4
filed with respect to shares originally registered under the Form S-4.
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Post-Effective Amendment to the Registration Statement
omits the information specified in Part I of Form S-8. The documents
containing the information specified in Part I will be delivered to the
participants in the Plan as required by Securities Act Rule 428(b). Such
documents are not being filed as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENT BY REFERENCE
The following documents which have been filed with the Commission
under Commission File Number 1-6453 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 25, 1997, including the portion of the Company's 1997 Annual
Report and the Company's Proxy Statement for the 1997 Annual
Meeting of Stockholders incorporated therein by reference;
(b) The Company's Quarterly Report on Form 10-Q, as amended, for the
period ended August 24, 1997 and the Company's Current Report on
Form 8-K dated November 14, 1997;
(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 and any amendments thereto filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("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 incoporated 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 statements 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.
II-1
<PAGE>
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 15,623 shares of Common Stock owned directly and
indirectly by him and the 101,000 shares of Common Stock subject to options
held by him exceeds $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 breach of fiduciary duty as a director, except (i) for breach of
the director's duty of loyalty, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
for certain unlawful dividends and stock repurchases or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Thirteenth of the Company's Second Restated Certificate of
Incorporation (the "Certificate") provides that no director shall be
personally liable to the Company or its stockholders for monetary damages for
any breach of his fiduciary duty as a director, except as provided in Section
102 of the DGCL.
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 or was serving at the request of the corporation in such capacity on
behalf of another corporation or enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted under standards
similar to those set forth in the preceding paragraph, except that no
indemnification may be made in respect of any action or claim as to which
such person shall have been adjudged to be liable to the corporation, unless
a court determines that such person is fairly and reasonably entitled to
indemnification.
II-2
<PAGE>
Article Thirteenth of the Company's Certificate provides that the
Company shall to the extent permitted by law indemnify any person for all
liabilities incurred by or imposed upon him as a result of any action or
threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, in which he shall be involved by reason of
the fact that he is or was serving as a director, officer or employee of the
Company or that, at the request of the Company, he is or was serving another
corporation or enterprise in any capacity. Article VIII of the Company's
By-Laws provides for indemnification of any person who was or is a party to
any threatened, pending or completed action, or to any derivative proceeding
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or was serving at the request of the corporation in
that capacity for another corporation if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct unlawful.
The Company has purchased and maintains at its expense on behalf of
directors and officers insurance, within certain limits, covering liabilities
that may be incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. TABLE OF EXHIBITS
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 (incorporated by
reference from the Exhibits to the Company's Registration Statement on
Form S-8 Registration No. 333-09957 which became effective August 12,
1996.)
4.2 By-Laws of the Company (incorporated by reference from the Exhibits to
the Company's Registration Statement on Form S-8 Registration No.
333-36733, which became effective September 30, 1997.)
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). Second Amendment to the Rights Agreement dated as of December 17,
1996 (incorporated by reference from the Exhibits to the Company's
Amendment No. 2 to the Registration Statement on Form 8-A filed January
17, 1997.)
II-3
<PAGE>
5.1 Opinion re Legality
10.1 Cyrix Corporation Non-Discretionary Non-Employee Directors Stock Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (Included in Exhibit 5)
24.1 Power of Attorney
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 of 1933;
(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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 required to be included in a
post-effective amendment by those paragraphs that is contained
in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement;
II-4
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 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; and
(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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange 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-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this post-effective amendment on
Form S-8 to the Registration Statement on Form S-4 (Registration No.
333-38033-02) and has duly caused this post-effective amendment on Form S-8
to the Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara,
California, on the 17th day of November 1997.
NATIONAL SEMICONDUCTOR CORPORATION
By BRIAN L. HALLA*
-----------------------------------
Brian L. Halla
Chairman of the Board, and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS POST-EFFECTIVE
AMENDMENT ON FORM S-8 TO THE REGISTRATION STATEMENT ON FORM S-4 (REGISTRATION
NO. 333-38033-02) HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED ON THE 17TH DAY OF NOVEMBER 1997.
BRIAN L. HALLA* Chairman of the Board, President and
- ---------------------------------- Chief Executive Offficer (Principal
(Brian L. Halla) Executive Officer)
DONALD MACLEOD* Executive Vice President, Finance
- ---------------------------------- and Chief Financial Officer
(Donald Macleod) (Principal Financial Officer)
RICHARD D. CROWLEY, JR.* Vice President and Controller
- ---------------------------------- (Principal Accounting Officer)
(Richard D. Crowley, Jr.)
GARY P. ARNOLD* Director
- ----------------------------------
(Gary P. Arnold)
ROBERT BESHAR* Director
- ----------------------------------
(Robert Beshar)
EDWARD R. MCCRACKEN* Director
- ----------------------------------
(Edward R. McCracken)
MODESTO A. MAIDIQUE* Director
- ----------------------------------
(Modesto A. Maidique)
J. TRACY O'ROURKE* Director
- ----------------------------------
(J. Tracy O'Rourke)
CHARLES E. SPORCK* Director
- ----------------------------------
(Charles E. Sporck)
DONALD E. WEEDEN* Director
- ----------------------------------
(Donald E. Weeden)
*By: //S// JOHN M. CLARK III
-----------------------------
John M. Clark III
Attorney-in-Fact
II-6
<PAGE>
NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
Exhibit Page
Number Description of Exhibit Number
- ------------------------------------------------------------------------------
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 (incorporated
by reference from the Exhibits to the Company's
Registration Statement on Form S-8 Registration No.
333-09957 which became effective August 12, 1996.)
4.2 By-Laws of the Company (incorporated by reference from
the Exhibits to the Company's Registration Statement on
Form S-8 Registration No. 333-36733, which became
effective September 30, 1997).
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). Second Amendment
to the Rights Agreement dated as of December 17, 1996
(incorporated by reference from the Exhibits to the
Company's Amendment No. 2 to the Registration Statement
on Form 8-A filed January 17, 1997.)
5.1 Opinion re Legality
10.1 Cyrix Corporation Non-Discretionary Non-Employee
Directors Stock Plan
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (Included in Exhibit 5)
24.1 Power of Attorney
II-7
<PAGE>
EXHIBIT 5.1
November 17, 1997
Board of Directors
National Semiconductor Corporation
2900 Semiconductor Drive
Santa Clara, California 95051
Gentlemen:
At your request, I have examined the post-effective amendment No. 2 on
Form S-8 ("Post-Effective Amendment") to the registration statement on Form
S-4 (Registration No. 333-38033-02) (the "Registration Statement") which you
are filing with the United States Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, for registration of an additional
56,719 shares of Common Stock, par value $0.50 per share (the "Shares") of
National Semiconductor Corporation (the "Company") pursuant to the Cyrix
Corporation Non-Discretionary Non-Employee Directors Stock Plan (the "Plan").
In connection with this opinion, I have examined the Plan, the Company's
Certificate of Incorporation and By-Laws, as amended, and such other
documents and records as deemed necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that the Shares, when sold
and issued in accordance with the Plan, the Post-Effective Amendment, the
Registration Statement, the 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
Post-Effective Amendment on Form S-8 to the Registration Statement.
Very truly yours,
//S// JOHN M. CLARK III
JOHN M. CLARK III
Senior Vice President,
General Counsel &
Secretary
<PAGE>
EXHIBIT 10.1
CYRIX CORPORATION
NON-DISCRETIONARY NON-EMPLOYEE DIRECTORS STOCK PLAN
1. PURPOSES OF THE PLAN. This NON-DISCRETIONARY NON-EMPLOYEE
DIRECTORS STOCK PLAN (the "PLAN") is intended to promote the interests of
Cyrix Corporation, a Delaware corporation (the "COMPANY"), and its
stockholders by helping to attract and retain highly-qualified independent
directors, and allowing them to develop a sense of proprietorship and
personal involvement in the development and financial success of the Company.
Accordingly, the Company shall grant to directors of the Company who are
not, and who have not been at any time since their most recent election (or
re-election) as directors, employees of the Company or any of its
subsidiaries ("NON-EMPLOYEE DIRECTORS") options (each, an "OPTION") to
purchase shares of the common stock, $.004 par value per share, of the
Company ("COMMON STOCK"), as hereinafter set forth. Options granted under
this Plan shall be options that do not constitute incentive stock options
within the meaning of section 422(b) of the Internal Revenue Code of 1986, as
amended (the "CODE").
2. GRANT OF OPTIONS. Options shall be granted under the Plan only to
individuals who are Non-employee Directors of the Company (the "OPTIONEES").
On the date of adjournment of the Company's 1995 annual meeting of
stockholders and on January 1 of each year commencing January 1, 1996 and
continuing through the expiration or termination of the Plan, the Company
will grant to each Non-employee Director an option to purchase 10,000 shares
of Common Stock reduced by that number of shares equal to the product of (i)
1,250 multiplied by (ii) the number of regularly scheduled meetings of the
Company's Board of Directors (the "BOARD OF DIRECTORS") during the
immediately preceding calendar year that such director failed to attend
(while a director) either in person or by telephone; provided, however, that
no Option shall be granted pursuant to this Plan to any Non-employee Director
who, prior to the date such Option would have been granted to such
Non-employee Director, delivers written notice to the Company of his intent
not to seek re-election to the Board of Directors at the Company's next
annual meeting of stockholders.
If, as of any date that this Plan is in effect, there are not sufficient
shares of Common Stock available under the Plan to allow for the grant to
each Non-employee Director of an Option for the number of shares provided
herein, each such director shall receive his pro rata share of Options for
which shares of Common Stock are available for issuance. All Options granted
under this Plan shall be at the Option price set forth in Section 5 hereof
and shall be subject to adjustment as provided in Section 7 hereof.
1
<PAGE>
3. SHARES SUBJECT TO THE PLAN. The aggregate number of shares of
Common Stock that may be issued pursuant to Options granted under this Plan
shall not exceed 200,000 (subject to adjustment as provided in Section 7).
Such shares may consist of authorized but unissued shares of Common Stock or
previously issued shares of Common Stock reacquired by the Company. Any of
such shares that remain unissued and that are not subject to outstanding
Options at the termination of this Plan shall cease to be subject to this
Plan, but, until termination of this Plan, the Company shall at all times
make available a sufficient number of shares to meet the requirements of this
Plan. Should any Option hereunder expire or terminate prior to its exercise
in full, the shares of Common Stock theretofore subject to such Option may
again be subject to an Option granted under this Plan to the extent permitted
under Rule 16b-3 ("RULE 16b-3") of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"). Exercise of an Option in any manner shall
result in a decrease in the number of shares of Common Stock that may
thereafter be available for purposes of the Plan by the number of shares as
to which the Option is exercised.
4. OPTION AGREEMENTS. Each Option shall be evidenced by a written
agreement in the form attached as Annex A to this Plan.
5. OPTION PRICE. The purchase price for a share of Common Stock issued
under each Option granted pursuant to this Plan shall be the fair market
value for the Common Stock at the time the Option is granted. For all
purposes under the Plan, the fair market value of a share of Common Stock on
a particular date shall mean the reported closing price of the Common Stock
on the NASDAQ National Market System on the last trading day immediately
prior to such date.
6. NON-TRANSFERABILITY OF OPTIONS. Options may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than
by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined in the Code or Employee Retirement Income
Security Act ("ERISA"), or the rules thereunder. The designation of a
beneficiary by an Optionee does not constitute a transfer. An Option may be
exercised, during the lifetime of the Optionee, only by the Optionee or a
transferee permitted by this Section 6.
7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.
(i) Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each outstanding
Option, and the number of shares of Common Stock which have been authorized
for issuance under the Plan but as to which no Options have yet been granted
or which have been returned to the Plan upon cancellation or expiration of an
Option, as well as the price per share of Common Stock covered by each such
outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Except as expressly provided
herein, no issuance by the Company
2
<PAGE>
of shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock
subject to an Option.
(ii) In the event of the proposed dissolution or liquidation of the
Company, the Company shall notify the Optionee that for a period of thirty
(30) days from the date of such notice, each Optionee shall have the right to
exercise his Option as to all or any part of the optioned stock, including
shares as to which the Option would not otherwise be exercisable. In such
event, the Option shall terminate upon the expiration of such period. In
the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the
Company shall notify the Optionee that for a period of thirty (30) days from
the date of such notice, each Optionee shall have the right to exercise his
Option as to all or any part of the optioned stock, including shares as to
which the Option would not otherwise be exercisable. In such event, the
Option shall terminate upon the expiration of such period.
8. TERM OF THE PLAN. This Plan shall be effective on approval by the
holders of the outstanding shares or written consent of the stockholders of
the Company in the manner required by Rule 16b-3. Except with respect to
Options then outstanding, if not sooner terminated under the provisions of
Section 7 or Section 9, the Plan shall terminate upon, and no further Options
shall be granted, as of the date that the remaining number of shares of
Common Stock that may be issued under the Plan pursuant to Section 3 is not
sufficient to cover the Options required to be granted under Section 2.
9. AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors in
its discretion may terminate this Plan at any time with respect to any shares
of Common Stock for which Options have not theretofore been granted. The
Board of Directors shall have the right to alter or amend this Plan or any
part hereof from time to time; provided, that this Plan shall not be amended
more than once every six months, other than to comport with changes in the
Code, ERISA or the rules thereunder; and provided, further, that no change in
any Option heretofore granted may be made that would impair the rights of an
Optionee without the consent of such Optionee; and provided, further, that
the Board of Directors may not make any alteration or amendment that would
materially increase the benefits accruing to participants under this Plan,
increase the aggregate number of shares that may be issued pursuant to the
provisions of this Plan, modify the requirements as to eligibility for
participation in the Plan or extend the term of this Plan without the
approval of the stockholders of the Company.
10. COMPLIANCE WITH SECTION 16. It is intended that this Plan and any
grant of an Option made to a person subject to Section 16 of the Exchange Act
meet all of the requirements of Rule 16b-3, as currently in effect or as
hereinafter modified or amended. If any provision of this Plan or any such
Option would disqualify this Plan or such Option under, or would otherwise
not comply with, Rule 16b-3, such provision or Option shall be construed or
deemed amended to conform to Rule 16b-3.
3
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
-------------------------------
The Board of Directors
National Semiconductor Corporation:
We consent to incorporation by reference in the Post-Effective Amendment No.
2 on Form S-8 to the Form S-4 Registration Statement of National
Semiconductor Corporation and subsidiaries, of our report dated June 4, 1997,
except as to Note 15, which is as of July 28, 1997, relating to the
consolidated balance sheets of National Semiconductor Corporation and
subsidiaries as of May 25, 1997, and May 26, 1996, and the related
consolidated statements of operations, shareholders' equity, and cash flows
for each of the years in the three-year period ended May 25, 1997 and the
related financial statement schedule, which report appears on page 53 of the
1997 Annual Report on Form 10-K of National Semiconductor Corporation. Our
report refers to a change in the method of accounting for depreciation in
fiscal 1996.
/s/ KPMG PEAT MARWICK LLP
San Jose, California
November 17, 1997
1
<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 October 16, 1997
- ---------------------------------
Brian L. Halla
/s/ GARY P. ARNOLD October 16, 1997
- ---------------------------------
Gary P. Arnold
/s/ ROBERT BESHAR October 16, 1997
- ---------------------------------
Robert Beshar
/s/ MODESTO A. MAIDIQUE October 15, 1997
- ---------------------------------
Modesto A. Maidique
/s/ EDWARD R. MCCRACKEN October 17, 1997
- ---------------------------------
Edward R. McCracken
/s/ J. TRACY O'ROURKE October 20, 1997
- ---------------------------------
J. Tracy O'Rourke
/s/ CHARLES E. SPORCK October 17, 1997
- ---------------------------------
Charles E. Sporck
/s/ DONALD E. WEEDEN October 16, 1997
- ---------------------------------
Donald E. Weeden
/s/ DONALD MACLEOD October 15, 1997
- ---------------------------------
Donald Macleod
/s/ RICHARD D. CROWLEY, JR. October 15, 1997
- ---------------------------------
Richard D. Crowley, Jr.
