<PAGE>
As filed with the Securities and Exchange Commission on March 27, 1997
REGISTRATION NO. 333-
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 NATIONAL SEMICONDUCTOR CORPORATION 95-2095071
(State or Other Jurisdiction 2900 SEMICONDUCTOR DRIVE (I.R.S. Employer
of Incorporation or Organization) P.O. BOX 58090 Identification Number)
SANTA CLARA, CALIFORNIA 95052-8090
(408) 721-5000
(Address, including ZIP code, and
telephone number, including area code,
of registrant's principal executive offices)
</TABLE>
JOHN M. CLARK III, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NATIONAL SEMICONDUCTOR CORPORATION
2900 SEMICONDUCTOR DRIVE
P.O. BOX 58090
SANTA CLARA, CALIFORNIA 95052-8090
(408) 721-5000
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
------------------------
COPIES TO:
PETER F. KERMAN, ESQ.
ORA T. FRUEHAUF, ESQ.
LATHAM & WATKINS
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock ($0.50 par value) 1,699,998 - $44,943,698 $13,620
- -------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights (2) - - -
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of registration
fee, based on the average of the high and low prices for the Common Stock
as reported on The New York Stock Exchange on March 24, 1997, in accordance
with Rule 457(c) promulgated under the Securities Act of 1933.
(2) Each share of Common Stock includes 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.
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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- -------------------------------------------------------------------------------
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 27, 1997
NATIONAL SEMICONDUCTOR CORPORATION
1,699,998 SHARES OF COMMON STOCK
($0.50 Par Value Per Share)
This Prospectus relates to up to 1,699,998 shares (the "Shares") of
common stock, par value $0.50 per share (the "Common Stock"), of National
Semiconductor Corporation, a Delaware corporation (the "Company" or
"National"), which may be offered for sale by certain stockholders of the
Company named in this Prospectus (the "Selling Stockholders"). Such sales
may be effected from time to time by the Selling Stockholders directly or
through one or more broker-dealers, in one or more transactions on The New
York Stock Exchange or The Pacific Stock Exchange pursuant to and in
accordance with the rules of such exchanges, in the over-the-counter market,
in negotiated transactions or otherwise, at prices related to the prevailing
market prices or at negotiated prices. See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Shares were acquired by the Selling Stockholders from the Company
in connection with an acquisition consummated on March 17, 1997. The Company
will bear all expenses incident to the registration of the Shares and the
Selling Stockholders will pay any applicable brokerage commissions and fees and
transfer taxes, if any.
The Common Stock is listed on The New York Stock Exchange and The Pacific
Stock Exchange under the symbol "NSM." On March 25, 1997 the last reported sale
price for the Common Stock of the Company as reported on the New York Stock
Exchange Composite Tape was $27.
------------
SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------
The date of this Prospectus is ____________, 1997.
------------
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (including all amendments
thereto, the "Registration Statement") with respect to the securities offered
hereby. As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information about
the Company and the securities offered hereby, reference is made to the
Registration Statement and the exhibits thereto, which may be examined without
charge at the public reference facilities maintained by the Commission at Room
1204, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of which may be obtained from the Commission upon payment of the
prescribed fees.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, the exhibits and schedules forming a
part thereof and the reports, proxy statements and other information filed by
the Company with the Commission in accordance with the Exchange Act can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1204, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants who file with the
Commission and certain of the Company's filings are available at such web site:
http://www.sec.gov. In addition, the Common Stock is listed on The New York
Stock Exchange and The Pacific Stock Exchange and such information can be
inspected at the offices of The New York Stock Exchange, 20 Broad Street, New
York, New York 10005, and The Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company under the Exchange Act with
the Commission are incorporated herein by reference:
(a) 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
Stockholders and the Company's Proxy Statement for the 1996 Annual
Meeting of Stockholders incorporated therein by reference;
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended November
24, 1996;
(c) Quarterly Report on Form 10-Q for the fiscal quarter ended August 25,
1996;
(d) Current Report on Form 8-K dated March 11, 1997;
(e) Current Report on Form 8-K dated January 28, 1997;
(f) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed September 8, 1970; and
(g) 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.
2
<PAGE>
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 prior to
the termination of the offering of the securities offered hereby 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
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
A copy of any or all of the documents incorporated or deemed to be
incorporated herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference therein) will be provided without
charge to any person to whom a copy of this Prospectus is delivered, upon
written or oral request. Copies of this Prospectus, as amended or supplemented
from time to time, and any other documents (or parts of documents) that
constitute part of this Prospectus under Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), will also be provided without charge to
each such person, upon written or oral request. Requests for such copies should
be addressed to Investor Relations, Mail Stop 10-397, National Semiconductor
Corporation, P.O. Box 58090, Santa Clara, California 95052-8090, telephone (408)
721-5000.
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference herein contain
projections and other forward-looking statements within the meanings of Section
27A of the Securities Act and Section 21E of the Exchange Act, which statements
involve risks and uncertainties. Actual results could differ materially from
these projections as a result of certain factors, including major changes in
business conditions and the economy in general, rapid technological change, new
competitive inroads, risks of international operations and currency
fluctuations.
RISK FACTORS
IN EVALUATING THE COMPANY'S BUSINESS, PROSPECTIVE INVESTORS SHOULD
CAREFULLY CONSIDER THE FOLLOWING FACTORS IN ADDITION TO OTHER INFORMATION
CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
RISKS ASSOCIATED WITH THE SEMICONDUCTOR INDUSTRY
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 economic environment generally characterized
by short product life cycles, rapid selling price erosion and high sensitivity
to the overall business cycle. In addition, substantial capital and R&D
investment is required for development and manufacture of products and
processes. The Company may experience periodic fluctuations in its operating
results because of industry-wide conditions.
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 generated
net income in fiscal years 1993 through 1996, but experienced substantial
losses in fiscal years 1989 through 1992, and experienced a substantial
decline in net income in the last half of fiscal year 1996 as compared to the
first half of fiscal year 1996.
3
<PAGE>
COMPETITION
Competition in the semiconductor industry is intense. National competes
with a number of major companies in the high-volume segment of the industry.
These include several companies whose semiconductor business may be only part of
their overall operations, such as Motorola, Inc., Philips Electronics, NV, and
Texas Instruments Incorporated. National also competes with a large number of
companies that target particular markets such as Linear Technology Corporation,
Analog Devices, Inc., Advanced Micro Devices, Inc., SGS-Thompson
Microelectronics SA 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. There
can be no assurance that the Company will be able to compete successfully in the
future against existing or new competitors or that the Company's operating
results will not be adversely affected by increased price competition.
RISKS OF INTERNATIONAL OPERATIONS
The Company 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. These factors include fluctuations in foreign currency
rates, instability of foreign economies and their emerging infrastructures to
support demanding manufacturing requirements, government changes and 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 adversely affected by the exchange rate of the U.S.
dollar against other currencies, particularly the Japanese yen.
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 and military aerospace markets. The Company's product
lines include standard, application specific and full custom products. 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 95052-8090 and its telephone
number is (408) 721-5000.
THE SELLING STOCKHOLDERS
The Selling Stockholders are the former stockholders of Mediamatics, Inc.
("Mediamatics"). The Selling Stockholders received the Shares in consideration
for the Company's acquisition of all of the outstanding common stock of
Mediamatics pursuant to the Stock Purchase Agreement dated as of March 7, 1997
among the Company, Mediamatics and the Selling Stockholders (the "Stock Purchase
Agreement"). The Company agreed in the Stock Purchase Agreement to file a
registration statement with the Commission covering the Shares issued to the
Selling Stockholders, to pay the Company's expenses incident thereto and to
indemnify each Selling Stockholder against claims made against them arising out
of, among other things, statements or omissions made in such registration
statement, including the prospectus contained therein.
The following table provides certain information with respect to the
Shares held and to be offered under this Prospectus from time to time by each
Selling Stockholder. Because the Selling Stockholders may sell all or part
of their Shares pursuant to this Prospectus, and this offering is not being
underwritten on a firm commitment basis, no estimate can be given as to the
number and percentage of shares of
4
<PAGE>
Common Stock that will be held by each Selling Stockholder upon termination
of this Offering. See "Plan of Distribution."
<TABLE>
<CAPTION>
Shares
Shares Beneficially
Beneficially Owned After
Owned Prior Shares Completion
Name to the Offering Being Offered of the Offering
---- --------------- -------------- ----------------
<S> <C> <C> <C>
Hemant Bheda 887,642 507,360 380,282(1)
Partha Srinivasan 665,837 380,581 285,256(2)
Premnath Viswanath 554,934 317,191 237,743(3)
Dr. T. Jaganathan 3,691 3,691 0
Institutional Venture Partners VI 489,648 455,046 34,602(4)
Institutional Venture Management VI 10,417 9,681 736(4)
IVP Founders Fund I, L.P. 20,836 19,364 1,472(4)
Greater Bay Bancorp 7,084 7,084 0
Total 2,640,089 1,699,998 940,091
--------- --------- -------
--------- --------- -------
</TABLE>
_________________
(1) On March 17, 1997, 39,849 shares were deposited into an escrow account
pursuant to that certain Indemnity Escrow Agreement (the "Indemnity Escrow
Agreement") dated as of March 17, 1997, among National, Mr. Bheda, Mr.
Srinivasan, Mr. Viswanath, Institutional Venture Partners VI, Institutional
Venture Management VI, IVP Founders Fund I, L.P. and John M. Clark III,
General Counsel of National, as Escrow Agent. Additionally, 340,433 shares
have been deposited into an escrow account pursuant to that certain
Employment Escrow Agreement, dated as of March 17, 1997, among National,
Mr. Bheda and John M. Clark III, General Counsel of National, as Escrow
Agent. These shares may be released to Mr. Bheda in accordance with the
terms of the above-mentioned agreements.
(2) On March 17, 1997, 29,891 shares were deposited into an escrow account
pursuant to the Indemnity Escrow Agreement. Additionally, 255,365 shares
have been deposited into an escrow account pursuant to that certain
Employment Escrow Agreement, dated as of March 17, 1997, among National,
Mr. Srinivasan and John M. Clark III, General Counsel of National, as
Escrow Agent. These shares may be released to Mr. Srinivasan in accordance
with the terms of the above-mentioned agreements.
(3) On March 17, 1997, 24,913 shares were deposited into an escrow account
pursuant to the Indemnity Escrow Agreement. Additionally, 212,830 shares
have been deposited into an escrow account pursuant to that certain
Employment Escrow Agreement, dated as of March 17, 1997, among National,
Mr. Viswanath and John M. Clark III, General Counsel of National, as Escrow
Agent. These shares may be released to Mr. Viswanath in accordance with
the terms of the above-mentioned agreements.
(4) Such shares have been deposited into an escrow account pursuant to the
Indemnity Escrow Agreement. Such shares may be released to the stockholder
in accordance with the terms of the Indemnity Escrow Agreement.
In connection with the acquisition of Mediamatics, the Company and
Mediamatics entered into employment agreements with Hemant Bheda, Partha
Srinivasan and Premnath Viswanath pursuant to which Mr. Bheda and Mr. Srinivasan
are employed by Mediamatics as Vice Presidents and Mr. Viswanath is employed by
Mediamatics as President. Except for such employment agreements, the Stock
Purchase Agreement, and the transactions contemplated thereby, the Company is
unaware of any material relationship between any of the Selling Stockholders and
the Company in the past three years.
5
<PAGE>
PLAN OF DISTRIBUTION
The Shares are being sold by the Selling Stockholders for their own
accounts, and the Company will not receive any of the proceeds from the sale of
the Shares.
The distribution of the Shares by any of the Selling Stockholders may be
effected from time to time by the Selling Stockholders directly or through
one or more brokers, agents or dealers in one or more transactions (which may
involve crosses and block transactions) on The New York Stock Exchange, The
Pacific Stock Exchange or other exchanges on which the Common Stock is
listed, pursuant to and in accordance with the rules of such exchanges, in
the over-the-counter market, in negotiated transactions or otherwise, at
prices related to prevailing market prices or at negotiated prices. In the
event that one or more brokers, agents or dealers agree to sell the Shares,
they may do so by purchasing Shares as principals or by selling the Shares as
agents for the Selling Stockholders. Any such brokers, agents or dealers who
effect a sale of the Shares may be deemed to be "underwriters" within the
meaning of the Securities Act. Any such broker, agent or dealer (i) may
receive compensation from the Selling Stockholders which may be deemed to be
underwriting discounts or commissions and (ii) may receive commissions from
purchasers of the Shares for whom it may act as agent. If any such broker or
dealer purchases the Shares as principal it may effect resales of the Shares
from time to time to or through other brokers or dealers, and such other
brokers or dealers may receive compensation in the form of concessions or
commissions from the Selling Stockholders or purchaser of the Shares for whom
they may act as agents.
The Company has advised the Selling Stockholders that it and any such
brokers, dealers or agents who effect a sale of the Shares are subject to the
prospectus delivery requirements under the Securities Act. The Company also has
advised the Selling Stockholders that in the event of a "distribution" of their
Shares, the Selling Stockholders and any broker, agent or dealer who
participates in such distribution may be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder.
In connection with distributions of the Shares, the Selling Stockholders
may enter into hedging transactions with broker-dealers, and the broker-dealers
may engage in short sales of the Common Stock in the course of hedging the
positions they assume with the Selling Stockholders. The Selling Stockholders
also may sell the Common Stock short and deliver the Shares to close out such
short positions. The Selling Stockholders also may enter into option or other
transactions with broker-dealers that involve the delivery of the Shares to the
broker-dealers, who may then resell or otherwise transfer such Shares. The
Selling Stockholders also may loan or pledge the Shares to a broker-dealer and
the broker-dealer may sell the Shares so loaned or upon a default may sell or
otherwise transfer the pledged Shares.
The Company will pay all expenses incident to the registration of the
Shares, estimated to be approximately $30,000, as required pursuant to the Stock
Purchase Agreement referred to elsewhere herein. The Company has also agreed to
indemnify the Selling Stockholders and their affiliates and representatives
against certain liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company by Latham & Watkins, San Francisco, California.
EXPERTS
The consolidated financial statements of the Company and subsidiaries as of
May 26, 1996 and May 25, 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, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
6
<PAGE>
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NO DEALER, SALES PERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE 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 WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREAFTER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATIONS THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
----------------
TABLE OF CONTENTS
PAGE
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Information by Reference . . . . . . . . . . . . . . . . . . . . . . . . . 2
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
--------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
1,699,998 SHARES
NATIONAL SEMICONDUCTOR
CORPORATION
COMMON STOCK
(par value $0.50 per share)
----------
PROSPECTUS
----------
__________, 1997
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses expected to be paid by the Company in connection
with the issuance and distribution of the securities being registered are as
follows:
Securities Act Registration Fee. . . . . . . . . . . . . . . . . . . $13,620
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . 2,000
Legal Fees and Expenses (other than Blue Sky) . . . . . . . . . . . 10,000
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 2,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,380
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $30,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law (the "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 that 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, as amended (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-1
<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 16. EXHIBITS
The following documents are filed as part of this Registration Statement.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Second Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference from the Exhibits to the Company's
Registration Statement on Form S-3 Registration No. 33-52775, which
became effective March 22, 1994); Certificate of 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).
3.2 By-Laws of the Company (incorporated by reference from the Exhibits to
the Company's 10-Q for the quarter ended November 24, 1996, filed
December 20, 1996).
4.1 Form of Common Stock Certificate (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form S-3 No. 33-
48935, which became effective October 5, 1992).
4.2 Rights Agreement (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form 8-A filed August 10, 1988).
First Amendment to the Rights Agreement dated as of October 31, 1995
(incorporated by reference from the Exhibit 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 of Latham & Watkins.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Latham & Watkins (included as part of Exhibit 5.1).
24.1 Power of Attorney.
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<PAGE>
ITEM 17. 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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;
(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) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
(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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as express in the
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 March 27, 1997.
NATIONAL SEMICONDUCTOR CORPORATION
By: BRIAN L. HALLA*
-------------------------------------
Brian L. Halla
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
BRIAN L. HALLA* Chairman of the Board, March 27, 1997
- ------------------------------- President and Chief
(Brian L. Halla) Executive Officer
(principal executive
officer)
DONALD MACLEOD* Executive Vice President, March 27, 1997
- ------------------------------- Finance and Chief
(Donald MacLeod) Financial Officer
(principal financial
officer)
RICHARD D. CROWLEY, JR.* Vice President and March 27, 1997
- ------------------------------- Controller
(Richard D. Crowley, Jr.) (principal accounting
officer)
GARY P. ARNOLD* Director March 27, 1997
- -------------------------------
(Gary P. Arnold)
ROBERT BESHAR* Director March 27, 1997
- -------------------------------
(Robert Beshar)
MODESTO A. MAIDIQUE* Director March 27, 1997
- -------------------------------
(Modesto A. Maidique)
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<PAGE>
EDWARD R. McCRACKEN* Director March 27, 1997
- -------------------------------
(Edward R. McCracken)
J. TRACY O'ROURKE* Director March 27, 1997
- -------------------------------
(J. Tracy O'Rourke)
CHARLES E. SPORCK* Director March 27, 1997
- -------------------------------
(Charles E. Sporck)
DONALD E. WEEDEN* Director March 27, 1997
- -------------------------------
(Donald E. Weeden)
*By:/s/ JOHN M. CLARK III
- -------------------------------
John M. Clark III
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 Second Restated Certificate of Incorporation of the
Company, as amended (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form
S-3 Registration No. 33-52775, which became effective
March 22, 1994); Certificate of Amendment of Certificate
of Incorporation dated September 30, 1994 (incorporated
by reference from the Exhibits to the Company's
Registration No. 333-09957 which became effective
August 12, 1996).
3.2 By-Laws of the Company (incorporated by reference from
the Exhibits to the Company's 10-Q for the quarter ended
November 24, 1996, filed December 20, 1996).
4.1 Form of Common Stock Certificate (incorporated by
reference from the Exhibits to the Company's Registration
Statement on Form S-3 No. 33-48935, which became
effective October 5, 1992).
4.2 Rights Agreement (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form
8-A filed August 10, 1988). First Amendment to the
Rights Agreement dated as of October 31, 1995
(incorporated by reference from the Exhibit 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 of Latham & Watkins.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Latham & Watkins (included as part of Exhibit
5.1).
24.1 Power of Attorney.
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<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
March 27, 1997
National Semiconductor Corporation
2900 Semiconductor Drive
P.O. Box 58090
Santa Clara, California 95052-8090
Ladies and Gentlemen:
In connection with the registration of up to 1,699,998 shares of
common stock of National Semiconductor Corporation, $0.50 par value (the
"Shares"), under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission, you have requested our opinion with
respect to the validity of the Shares.
We have examined such matters of fact and questions of law as we have
considered appropriate for purposes of rendering this opinion.
We are opining herein as to the effect on the subject transaction of
only the General Corporation Law of the State of Delaware and we express no
opinion with respect to the applicability thereto or the effect thereon of any
other laws or as to any matters of municipal law or any other local agencies
within any state.
Subject to the foregoing, and in reliance thereon, it is our opinion
that the Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and the reference to our firm contained under the heading
"Legal Matters" in the prospectus included therein.
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
National Semiconductor Corporation:
We consent to incorporation by reference in the registration statement dated
March 27, 1997 on Form S-3 of National Semiconductor Corporation (the Company)
of our reports, which reports appear or are incorporated by reference in the May
26, 1996 annual report on Form 10-K of the Company, 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
1996 in its method of accounting for depreciation and in 1994 in its method of
accounting for certain costs in inventory.
KPMG Peat Marwick LLP
San Jose, California
March 27, 1997
<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 February 24, 1997
- ---------------------------------
Brian L. Halla
/S/ GARY P. ARNOLD February 23, 1997
- ---------------------------------
Gary P. Arnold
/S/ ROBERT BESHAR February 20, 1997
- ---------------------------------
Robert Beshar
/S/ MODESTO A. MAIDIQUE February 23, 1997
- ---------------------------------
Modesto A. Maidique
/S/ EDWARD R. McCRACKEN February 21, 1997
- ---------------------------------
Edward R. McCracken
/S/ J. TRACY O'ROURKE February 20, 1997
- ---------------------------------
J. Tracy O'Rourke
<PAGE>
/S/ CHARLES E. SPORCK February 25, 1997
- ---------------------------------
Charles E. Sporck
/S/ DONALD E. WEEDEN February 24, 1997
- ---------------------------------
Donald E. Weeden
/S/ DONALD MACLEOD February 20, 1997
- ---------------------------------
Donald Macleod
/S/ RICHARD D. CROWLEY, JR. February 20, 1997
- ---------------------------------
Richard D. Crowley, Jr.
