<PAGE>
As filed with the Securities and Exchange Commission on May 30, 1997
REGISTRATION NO. 333-24113
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S><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)
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)
---------------------------
</TABLE>
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. / /
---------------------------
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.
PROSPECTUS
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MAY 30, 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 May 29, 1997 the last reported sale
price for the Common Stock of the Company as reported on the New York Stock
Exchange Composite Tape was $28.125.
---------------------------
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 (Commission File Number
1-6453) 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 February
23, 1997, as amended by Form 10-Q/A filed on May 30, 1997;
(c) Quarterly Report on Form 10-Q for the fiscal quarter ended November
24, 1996;
(d) Quarterly Report on Form 10-Q for the fiscal quarter ended August 25,
1996;
(e) Current Report on Form 8-K dated May 30, 1997;
(f) Current Report on Form 8-K dated May 13, 1997;
(g) Current Report on Form 8-K dated March 11, 1997;
(h) Current Report on Form 8-K dated January 28, 1997;
(i) Current Report on Form 8-K dated June 20, 1996;
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(j) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed September 8, 1970; and
(k) 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 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
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<PAGE>
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.
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, Intel Corporation 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
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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 Common Stock that will be held by each Selling
Stockholder upon termination of this Offering. See "Plan of Distribution."
Shares Shares
Beneficially Beneficially
Owned Prior Owned After
to the Shares Completion
Name Offering Being Offered of the Offering
- ---- -------- ------------- ---------------
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
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- ---------------
(1) On March 17, 1997 (the "Closing Date"), 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. These
shares will be released to Mr. Bheda on the one year anniversary of the
Closing Date to the extent National has not asserted claims for certain
damages under the Stock Purchase Agreement prior to that time.
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. As soon as practicable after the last day of
the 21st, 24th, 27th and 30th complete calendar month following the Closing
Date, twenty-five percent (25%) of these shares will be released to Mr.
Bheda provided that on the last day of each such month Mr. Bheda is an
employee of National or is disabled and unable to perform his occupation as
determined in accordance with National's disability plan. The employment
escrow shares may also be released to Mr. Bheda upon certain employment
termination events. Mr. Bheda has voting power over all of the
aforementioned escrowed shares while the shares remain in escrow.
(2) On March 17, 1997, 29,891 shares were deposited into an escrow account
pursuant to the Indemnity Escrow Agreement. These shares will be released
to Mr. Srinivasan on the one year anniversary of the Closing Date to the
extent National has not asserted claims for certain damages under the Stock
Purchase Agreement prior to that time. 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. As soon as practicable after the last day of the 21st, 24th, 27th
and 30th complete calendar month following the Closing Date, twenty-five
percent (25%) of these shares will be released to Mr. Srinivasan provided
that on the last day of each such month Mr. Srinivasan is an employee of
National or is disabled and unable to perform his occupation as determined
in accordance with National's disability plan. The employment escrow
shares may also be released to Mr. Srinivasan upon certain employment
termination events. Mr. Srinivasan has voting power over all of the
aforementioned escrowed shares while the shares remain in escrow.
(3) On March 17, 1997, 24,913 shares were deposited into an escrow account
pursuant to the Indemnity Escrow Agreement. These shares will be released
to Mr. Viswanath on the one year anniversary of the Closing Date to the
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extent National has not asserted claims for certain damages under the Stock
Purchase Agreement prior to that time. 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. As
soon as practicable after the last day of the 21st, 24th, 27th and 30th
complete calendar month following the Closing Date, twenty-five percent
(25%) of these shares will be released to Mr. Viswanath provided that on
the last day of each such month Mr. Viswanath is an employee of National or
is disabled and unable to perform his occupation as determined in
accordance with National's disability plan. The employment escrow shares
may also be released to Mr. Viswanath upon certain employment termination
events. Mr. Viswanath has voting power over all of the aforementioned
escrowed shares while the shares remain in escrow.
(4) Such shares have been deposited into an escrow account pursuant to the
Indemnity Escrow Agreement. These shares will be released to the
stockholder on the one year anniversary of the Closing Date to the extent
National has not asserted claims for certain damages under the Stock
Purchase Agreement prior to that time. The stockholder has voting power
over these shares while the shares remain in escrow.
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.
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
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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.
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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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
---------------------
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.
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<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.
*Previously filed
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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 Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, California, on May 29,
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 Amendment
No. 2 to the 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, President May 29, 1997
- --------------------------
(Brian L. Halla) and Chief Executive Officer
(principal executive officer)
DONALD MACLEOD* Executive Vice President, Finance May 29, 1997
- --------------------------
(Donald MacLeod) and Chief Financial Officer
(principal financial officer)
RICHARD D. CROWLEY, JR.* Vice President and Controller May 29, 1997
- --------------------------
(Richard D. Crowley, Jr.) (principal accounting officer)
GARY P. ARNOLD* Director May 29, 1997
- --------------------------
(Gary P. Arnold)
ROBERT BESHAR* Director May 29, 1997
- --------------------------
(Robert Beshar)
MODESTO A. MAIDIQUE* Director May 29, 1997
- --------------------------
(Modesto A. Maidique)
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<PAGE>
EDWARD R. McCRACKEN* Director May 29, 1997
- --------------------------
(Edward R. McCracken)
J. TRACY O'ROURKE* Director May 29, 1997
- --------------------------
(J. Tracy O'Rourke)
CHARLES E. SPORCK* Director May 29, 1997
- --------------------------
(Charles E. Sporck)
DONALD E. WEEDEN* Director May 29, 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.
*Previously filed
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<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
National Semiconductor Corporation:
We consent to incorporation by reference in Amendment No. 2 to the
registration statement (No. 333-24113) dated May 30, 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
May 30, 1997
