SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-A\A
AMENDMENT NO. 2 TO FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
National Semiconductor Corporation
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(Exact name of registrant as specified in its charter)
Delaware 95-2095071
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(State of incorporation or organization) (IRS Employer
Identification No.)
2900 Semiconductor Drive, P.O. Box 58090
Santa Clara, California 95052-8090
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase New York Stock Exchange
Rights Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
(p1)
Item 1. Description of Securities to be Registered.
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On August 5, 1988, the Board of Directors of National
Semiconductor Corporation (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share
of common stock, par value $.50 per share (the "Common Shares"), of the
Company. The dividend was payable on August 19, 1988 ("Record Date")
to the stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Preferred Stock, par value $.50
per share (the "Preferred Shares") of the Company at a price of $60.00
per one one-thousandth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The following describes the Rights at the time
they were initially approved.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") have acquired beneficial ownership of 20% or
more of the outstanding Common Shares or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors
prior to such time as any person becomes an Acquiring Person) following
the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of such
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights are evidenced, with respect to any of
the Common Share certificates outstanding as of the Record Date, by
such Common Share certificate.
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share Certificates issued after the Record Date,
upon transfer or new issuance of Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date will also constitute the transfer of
the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Rights Certificate") will
be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold, proper provision will be made so that
each holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current exercise price of the Right,
that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the
(p2)
exercise price of the Right. In the event that (i) any person or group
of affiliated or associated persons becomes the beneficial owner of 30%
or more of the outstanding Common Shares (unless such person first
acquires 20% or more of the outstanding Common Shares by a purchase
pursuant to a tender offer for all of the Common Shares for cash, which
purchase increases such person's beneficial ownership to 85% or more of
the outstanding Common Shares) or (ii) during such time as there is an
Acquiring Person, there shall be a reclassification of securities or a
recapitalization or reorganization of the Company or other transaction
or series of transactions involving the Company which has the effect of
increasing by more than 1% the proportionate share of the outstanding
shares of any class of equity securities of the Company or any of its
subsidiaries beneficially owned by the Acquiring Person, proper
provision shall be made so that each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two
times the exercise price of the Right.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 30% of more
of the outstanding Common Shares and prior to the acquisition by such
person or group of 50% or more of the outstanding Common Shares, the
Board of Directors of the Company may exchange the Rights (other than
Rights owned by such person or group which have become void), in whole
or in part, at an exchange ratio of one Common Share, or one one-
thousandth of a Preferred Share (or of a share of a class or series of
the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
The Rights are redeemable at $.01 per Right at any time prior to
acquisition by a person or group of affiliated or associated persons of
beneficial ownership of 20% or more of the outstanding Common Shares.
The Rights will expire on August 8, 1998 (unless earlier redeemed).
The First National Bank of Boston is the Rights Agent.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to
holders of the Preferred Shares of certain rights or warrants to
subscribe for or purchase Preferred Shares at a price, or securities
convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid
out of earnings or retained earnings or dividends payable in Preferred
Shares) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one one-
thousandths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment in the event of a stock split of the
(p3)
Common Shares or a stock dividend on the Common Shares payable in
Common Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution
Date.
The First Amendment to the Rights Agreement, which was dated
October 31, 1995, provides that the Company may, at its option, issue
new Right Certificates evidencing Rights in such form as may be
approved by its Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or
other securities or property purchasable under the Right Certificates
made in accordance with the provisions of the Rights Agreement, as
amended. In addition, in connection with the issuance or sale of
Common Shares following the Distribution Date and prior to the
redemption or expiration of the Rights, the Company (a) shall, with
respect to Common Shares so issued or sold pursuant to the exercise of
stock options or otherwise under any employee plan or arrangement,
which plan or arrangement is existing as of the Distribution Date, or
upon the exercise, conversion or exchange of any other securities
issued by the Company on or prior to the Distribution Date, (b) shall,
with respect to Common Shares so issued or sold by the Company upon
exercise, conversion or exchange, in whole or in part, of any or all of
the 6.5% Convertible Subordinated Notes due October 1, 2002 issued
pursuant to that certain Indenture dated as of September 15, 1995 as
may be amended from time-to-time, between the Company and The First
National Bank of Boston, a national banking association, as Trustee,
and (c) may, in any other case, if deemed necessary or appropriate by
the Board of Directors of the Company, issue Right Certificates
representing the appropriate number of Rights in connection with such
issuance or sale; provided, however, that (i) no such Right
Certificates shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or
the Person to whom such Right Certificates would be issued, and (ii) no
such Right Certificates shall be issued if, and to the extent that,
appropriate adjustments shall otherwise have been made pursuant to the
Rights Agreement, as amended, in lieu of the issuance thereof.
The Second Amendment to the Rights Agreement, dated December 17,
1996, amends the terms of the Rights as follows: The expiration date
of the Rights Agreement is extended to August 8, 2006. If the Board of
Directors of the Company determines in good faith that a person who
would otherwise be an Acquiring Person has become such inadvertently
and such persons divest as promptly as practicable a sufficient number
of Common Shares so that such person would no longer be an Acquiring
Person, then such person is not deemed an Acquiring Person for purposes
of the Rights Agreement. The Board may exchange the Rights at any time
after the acquisition by a person or group of affiliated or associated
persons of beneficial ownership of 20% or more of the outstanding
Common Shares, and has the right to exchange the Rights in such case
even if the acquiror has acquired Common Shares by purchase for cash
pursuant to a tender offer which purchase increases beneficial
ownership to 85% of the outstanding Common Shares.
Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $10 per share but will be
(p4)
entitled to an aggregate dividend of 1,000 times the dividend declared
per Common Share. In the event of liquidation, the holders of the
Preferred Shares will be entitled to a minimum preferential liquidation
payment of $1,000 per share but will be entitled to an aggregate
payment of 1,000 times the payment made per Common Share. Each
Preferred Share will have 1,000 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share
will be entitled to receive 1,000 times the amount received per Common
Share. These rights are protected by customary antidilution
provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-thousandth
interest in a Preferred Share purchasable upon exercise of each Right
should approximate the value of one Common Share.
The Rights have certain antitakeover effects. The Rights may
cause substantial dilution to a person or group that attempts to
acquire the Company on terms not approved by its Board of Directors.
The Rights should not interfere with any merger or other business
combination approved by the Board of Directors prior to the time that a
person or group has acquired beneficial ownership of 20% or more of the
Common Shares as the Rights may be redeemed by the Company at $.01 per
Right prior to such time.
The Rights Agreement, dated as of August 8, 1988 between the
Company and The First National Bank of Boston, as Rights Agent,
specifying the terms of the Rights (which includes as exhibits the form
of Certificate of Designation of the Series A Junior Participating
Preferred Stock, form of Right Certificate and the Summary of Rights to
Purchase Preferred Shares), is incorporated herein by reference as
Exhibit 1. The foregoing description of the Rights is qualified by
reference to such Exhibit 1.
The First Amendment to the Rights Agreement, dated as of October
31, 1995 between the Company and The First National Bank of Boston, as
Rights Agent, is incorporated herein by reference as Exhibit 2. The
foregoing description of the Rights is qualified by reference to such
Exhibit 2.
The Second Amendment to the Rights Agreement, dated as of December
17, 1996, between the Company and The First National Bank of Boston, as
Rights Agent, is incorporated herein by reference as Exhibit 3. The
foregoing description of the Rights is qualified by reference to such
Exhibit 3.
(p5)
Item 2. Exhibits
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1. Rights Agreement, dated as of August 8, 1988, between
National Semiconductor Corporation and The First National
Bank of Boston, which includes the form of Certificate of
Designations of Series A Junior Participating Preferred Stock
as Exhibit A, form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as Exhibit C.
Pursuant to the Rights Agreement, printed Right Certificates
will not be mailed until as soon as practicable after the
earlier of the tenth day after public announcement that a
person or group has acquired beneficial ownership of 20% or
more of the Common Stock or the tenth business day after a
person commences or announces its intention to commence a
tender or exchange offer the consummation of which would
result in any person or group becoming the beneficial owner
of 20% or more of the Common Stock.
2. First Amendment to the Rights Agreement, dated as of October
31, 1995 between the Company and The First National Bank of
Boston.
3. Second Amendment to the Rights Agreement, dated as of
December 17, 1996 between the Company and The First National
Bank of Boston.
(p6)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amended
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
NATIONAL SEMICONDUCTOR CORPORATION
Dated: January 17, 1997 By: //s// JOHN M. CLARK III
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John M. Clark
Senior Vice President, General
Counsel and Secretary
(p7)
EXHIBIT INDEX
1. Rights Agreement, dated as of August 8, 1988, between National
Semiconductor Corporation and The First National Bank of Boston,
which includes the form of Certificate of Designations of Series A
Junior Participating Preferred Stock as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C. (Incorporated by
reference from the Exhibits to Form 8-A filed August 9, 1988).
2. First Amendment to the Rights Agreement, dated as of October 31,
1995 between the Company and The First National Bank of Boston.
(Incorporated by reference from the Exhibits to Amendment No. 1 to
Form 8-A filed December 11, 1995).
3. Second Amendment to the Rights Agreement, dated as of December 17,
1996.
(p8)
Exhibit 3
SECOND AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of December 17, 1996, to the Rights
Agreement between National Semiconductor Corporation, a Delaware
corporation (the "Company"), and the First National Bank of Boston, a
national banking association (the "Rights Agent"), dated as of August
8, 1988, as amended as of October 31, 1995 (the "Rights Agreement").
The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement. Pursuant to Section 27 of the
Rights Agreement, the Company and the Rights Agent may from time to
time supplement or amend the Rights Agreement in accordance with the
provisions of Section 27 thereof. All acts and things necessary to
make this Amendment a valid agreement, enforceable according to its
terms have been done and performed, and the execution and delivery of
this Amendment by the Company and the Rights Agent have been in all
respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements
set forth herein, the parties hereto agree as follows:
I. Section 1(a) of the Rights Agreement is hereby amended
by adding the following sentence to the end of the paragraph:
Notwithstanding the foregoing, if the Board of Directors of
the Company determines in good faith that a Person who would
otherwise be an "Acquiring Person", as defined pursuant to
the foregoing provisions of this paragraph (a), has become
such inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such
Person would no longer be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this paragraph (a),
then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.
II. Section 1(n) of the Rights Agreement is hereby amended
by deleting "30%" and substituting therefor "20%" throughout the
section.
III. Clause (i) of Section 7(a) of the Rights Agreement
shall be deleted in its entirety and replaced with the following:
(i) the close of business on August 8, 2006 (the "Final
Expiration Date"),
IV. Section 11(a)(ii) is hereby amended by deleting the
clause "(other than through an acquisition described in subparagraph
(iii) of this paragraph (a))", which clause begins near the end of the
second line of the section.
(p9)
V. Section 11(a)(iii) of the Rights Agreement is hereby
deleted in its entirety and Section 11(a)(iv) is hereby renumbered
Section 11(a)(iii).
VI. The form of Right Certificate attached to the Rights
Agreement as Exhibit A is hereby amended by adding the following phrase
after "August 8, 1988" in the fifth line of the first paragraph on page
1 thereof:
and amended as of October 31, 1995 and December 17, 1996
VII. This Amendment to the Rights Agreement shall be
governed by and construed in accordance with the laws of the State of
Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be
made and performed entirely within such State.
VIII. This Amendment to the Rights Agreement may be executed
in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute one and the same
instrument. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the
Rights Agreement.
IX. In all respects not inconsistent with the terms and
provisions of this Amendment to the Rights Agreement, the Rights
Agreement is hereby ratified, adopted, approved and confirmed. In
executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement.
X. If any term, provision, covenant or restriction of this
Amendment to the Rights Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of
this Amendment to the Rights Agreement, and of the Rights Agreement,
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date and year
first above written.
Attest: NATIONAL SEMICONDUCTOR CORPORATION
By: //s// Nancy Ludgus By: //s// John M. Clark III
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Name: Nancy Ludgus Name: John M. Clark III
Title: Assistant Secretary Title: Senior Vice President
Attest: THE FIRST NATIONAL BANK
OF BOSTON, as Rights Agent
By: //s// Karen Vann By: //s// Geoffrey D. Anderson
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Name: Karen Vann Name: Geoffrey D. Anderson
Title: Senior Account Manager Title: Director, Client Services
(p11)
