<PAGE> 1
As filed with the Securities and Exchange Commission on October 29, 1998
File No. 33-63649
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
NATIONAL SEMICONDUCTOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-2095071
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2900 SEMICONDUCTOR DRIVE
P.O. BOX 58090
SANTA CLARA, CA 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
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
2900 SEMICONDUCTOR DRIVE
P.O. BOX 58090
SANTA CLARA, CA 95052-8090
(408) 721-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------------
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMENTS TO:
CHARLES K. RUCK, ESQ.
LATHAM & WATKINS
650 TOWN CENTER DRIVE
TWENTIETH FLOOR
COSTA MESA, CA 92626-1918
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON
AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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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]
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Deregistration of Shares
This Post-Effective Amendment No. 1 is filed by the Registrant to
deregister the 6,048,387 shares of Common Stock, $0.50 par value per share (the
"Shares"), previously registered on this Form S-3 (File No. 033-63649) and
issuable upon conversion of the Registrant's outstanding 6 1/2% Convertible
Subordinated Notes due 2002 (the "Notes"), none of which have been issued or
sold. The Shares are hereby deregistered in accordance with the terms of that
certain Registration Rights Agreement dated as of September 21, 1995 by and
among the Registrant and the initial purchasers of the Notes, which no longer
requires the Registrant to maintain the registration of the Shares.
2
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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, State of California, on October 29,
1998.
NATIONAL SEMICONDUCTOR CORPORATION,
a Delaware corporation
By: /s/ 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 the following persons in the
capacities indicated on October 29, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ BRIAN L. HALLA Chairman of the Board, President and
- ----------------------------- Chief Executive Officer (Principal
Brian L. Halla Executive Officer)
/s/ DONALD MACLEOD* Executive Vice President, Finance and
- ----------------------------- Chief Financial Officer (Principal
Donald Macleod Financial Officer)
/s/ RICHARD D. CROWLEY, JR.* Vice President and Controller (Principal
- ----------------------------- Accounting Officer)
Richard D. Crowley, Jr.
/s/ GARY P. ARNOLD* Director
- -----------------------------
Gary P. Arnold
- ----------------------------- Director
E. Floyd Kvamme
/s/ MODESTO A. MAIDIQUE* Director
- -----------------------------
Modesto A. Maidique
/s/ EDWARD R. McCRACKEN* Director
- -----------------------------
Edward R. McCracken
/s/ DONALD E. WEEDEN* Director
- -----------------------------
Donald E. Weeden
*By: /s/ JOHN M. CLARK, III
------------------------------
John M. Clark III
Attorney-in-fact
</TABLE>
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