<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1999
Registration No. 333-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
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 2900 Semiconductor Drive (I.R.S. Employer
incorporation or organization) P.O. Box 58090 Identification Number)
Santa Clara, California 95052-8090
(Address of principle executive offices)
Registrant's telephone number including area code: (408)721-5000
-----------------------------
NATIONAL SEMICONDUCTOR CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
(Full title of the plan)
-----------------
JOHN M. CLARK III, Esq.
Senior Vice President, General Counsel
and Secretary
NATIONAL SEMICONDUCTOR CORPORATION
2900 Semiconductor Drive, P.O. Box 58090
Santa Clara, CA 95052-8090
(408)721-5000
(Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Title of Shares Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share (1) Offering Price (1) Fee (1)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.50 par value 5,000,000 shs $33.5625 $167,812,500.00 $46,651.88
- ----------------------------------------------------------------------------------------------------------------
Preferred Stock (2)
Purchase Rights
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated for the purpose of calculating the registration fee pursuant
to Rule 457(c) on the basis of the average of the high and low prices
of the Common Stock on September 29, 1999 of $33.5625 per share, as
reported on the New York Stock Exchange Composite Transactions, which
is used as the estimate offering price solely for the purpose of
determining the registration fee, in accordance with Rule 457(h).
(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.
* Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
which forms a part of this Registration statement also relates to
19,950,000 shares under the Registrant's Employees Stock Purchase Plan
that were previously registered under Registration Statements 2-59851,
2-62593, 2-65892, 2-79942, 33-18414, 33-48939 and 33-55715.
<PAGE>
PART I
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement omits the
information specified in Part I of Form S-8. The documents containing
the information specified in Part I will be delivered to the
participants in the Plans as required by Securities Act Rule 428(b).
Such documents are not being filed as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424.
National Semiconductor Corporation (the "Company") has amended
its Employees Stock Purchase Plan (the "Plan") to add 5,000,000 shares.
This Registration Statement covers the offer of purchase rights and the
sale of shares under those purchase rights held under the Plan.
I-I
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission by
the Company (also referred to herein as the "Registrant") under Commission File
Number 1-6453 by the Company are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended May
30, 1999, including the portions of the Company's 1999 Annual Report
and the Company's Proxy Statement for the 1999 Annual Meeting of
Stockholders incorporated therein by reference;
(b) The Company's Current Report on Form 8-K dated September 3, 1999;
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed September 8, 1970; and
(d) The description of the Preferred Stock Purchase Rights contained in
the Company's Registration Statement on Form 8-A filed August 9, 1988
and any amendments thereto filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed documents which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statements. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
II-1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock is registered under Section 12 of the
Exchange Act and thus, the requirements of Item 4 with respect thereto are not
applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
In connection with the filing of the Registration Statement, John M.
Clark III, Esq. has rendered an opinion to the Company upon the legality of the
Common Stock being registered hereunder. At the time of rendering such opinion,
Mr. Clark had a substantial interest in the Company, as defined by the rules of
the Securities and Exchange Commission, in that the fair market value of the
17,976 shares of Common Stock owned directly and indirectly by him and the
157,500 shares of Common Stock subject to options held by him exceeds $50,000.
Also at such time, Mr. Clark was connected with the Company in that he was
Senior Vice President, General Counsel and Secretary of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damages for 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 which involve
intentional misconduct or a knowing violation of law, (iii) for certain unlawful
dividends and stock repurchases, or (iv) for any transaction from which the
director derived an improper personal benefit. Article Thirteenth of the
Company's Second Restated Certificate of Incorporation (the "Certificate")
provides that no director shall be personally liable to the Company or its
stockholders for monetary damages for any breach of his fiduciary duty as a
director, except as provided in Section 102 of the DGCL.
Section 145 of the DGCL provides that in the case of any action other
than one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interest of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 145 of the DGCL provides that in the case of an action by or
in the right of a corporation to procure a judgment in its favor, a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any action or suit by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation in such capacity on behalf of another corporation
or enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or
II-2
<PAGE>
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.
Article Thirteenth of the Company's Certificate provides that the
Company shall to the extent permitted by law indemnify any person for all
liabilities incurred by or imposed upon him as a result of any action or
threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative, in which he shall be involved by reason of the fact that he is
or was serving as a director, officer or employee of the Company or that, at the
request of the Company, he is or was serving another corporation or enterprise
in any capacity. Article VIII of the Company's By-Laws provides for
indemnification of any person who was or is a party to any threatened, pending
or completed action, or to any derivative proceeding by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or was
serving at the request of the corporation in that capacity for another
corporation, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct unlawful.
The Company has purchased and maintains at its expense, on behalf of
directors and officers, insurance, within certain limits, covering liabilities
that may be incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. TABLE OF EXHIBITS
4.1 Second Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference from the Exhibits to the Company's Registration
Statement on Form S-3 Registration No. 33-52775, which became effective
March 22, 1994); Certificate of Amendment of Certificate of Incorporation
dated September 30, 1994 (incorporated by reference from the Exhibits to
the Company's Registration Statement on Form S-8 Registration No. 333-09957
which became effective August 12, 1996).
4.2 By-Laws of the Company. (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form S-8 Registration No. 333-77195
which became effective April 28, 1999).
4.3 Form of Common Stock Certificate (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form S-3 Registration
No. 33-48935, which became effective October 5, 1992).
4.4 Rights Agreement (incorporated by reference from the Exhibits to the
Company's Registration Statement on Form 8-A filed August 10, 1988); First
Amendment to the Rights Agreement dated as of October 31, 1995
(incorporated by reference from the Exhibits to the Company's Amendment
No. 1 to the Registration Statement on Form 8-A filed December 11, 1995);
Second Amendment to the Rights Agreement dated as
II-3
<PAGE>
of December 17, 1996 (incorporated by reference from the Exhibits to the
Company's Amendment No. 2 to the Registration Statement on Form 8-A filed
January 17, 1997).
5.1 Opinion re Legality.
10.1 National Semiconductor Corporation Employees Stock Purchase Plan, as
amended through June 24, 1999.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (Included in Exhibit 5).
24.1 Power of Attorney.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the Prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
II-4
<PAGE>
or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in this Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (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; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(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 Act and is, therefore, unenforeceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 the 30th day of
September 1999.
NATIONAL SEMICONDUCTOR CORPORATION
By BRIAN L. HALLA*
--------------------------------
Brian L. Halla
Chairman of the Board, and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS
IN THE CAPACITIES INDICATED ON THE 30TH DAY OF SEPTEMBER, 1999.
BRIAN L. HALLA*
- -------------------------- Chairman of the Board, President and Chief
(Brian L. Halla) Executive Officer (Principal Executive Officer)
DONALD MACLEOD*
- -------------------------- Executive Vice President, Finance and Chief
(Donald Macleod) Financial Officer (Principal Financial Officer)
LEWIS CHEW*
- -------------------------- Vice President and Controller
(Lewis Chew) (Principal Accounting Officer)
GARY P. ARNOLD*
- -------------------------- Director
(Gary P. Arnold)
ROBERT J. FRANKENBERG*
- -------------------------- Director
(Robert J. Frankenberg)
E. FLOYD KVAMME*
- -------------------------- Director
(E. Floyd Kvamme)
EDWARD R. MCCRACKEN*
- -------------------------- Director
(Edward R. McCracken)
MODESTO A. MAIDIQUE*
- -------------------------- Director
(Modesto A. Maidique)
DONALD E. WEEDEN*
- -------------------------- Director
(Donald E. Weeden)
By: //s// JOHN M. CLARK III
---------------------------
John M. Clark III
Attorney-in-Fact
II-6
<PAGE>
NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description of Exhibit Number
- -----------------------------------------------------------------------------------------------
<S> <C>
4.1 Second Restated Certificate of Incorporation of the Company,
as amended (incorporated by reference from the Exhibits to
the Company's Registration Statement on Form S-3
Registration No. 33-52775, which became effective March 22,
1994); Certificate of Amendment of Certificate of
Incorporation dated September 30, 1994 (incorporated by
reference from the Exhibits to the Company's Registration
Statement on Form S-8 Registration No. 333-09957 which
became effective August 12, 1996).
4.2 By-Laws of the Company. (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form S-8
Registration No. 333-77195 which became effective April 28,
1999).
4.3 Form of Common Stock Certificate (incorporated by reference
from the Exhibits to the Company's Registration Statement on
Form S-3 Registration No. 33-48935, which became effective
October 5, 1992).
4.4 Rights Agreement (incorporated by reference from the
Exhibits to the Company's Registration Statement on Form 8-A
filed August 10, 1988); First Amendment to the Rights
Agreement dated as of October 31, 1995 (incorporated by
reference from the Exhibits to the Company's Amendment No. 1
to the Registration Statement on Form 8-A filed December 11,
1995); Second Amendment to the Rights Agreement dated as of
December 17, 1996 (incorporated by reference from the
Exhibits to the Company's Amendment No. 2 to the
Registration Statement on Form 8-A filed January 17, 1997).
5.1 Opinion re Legality.
10.1 National Semiconductor Corporation Employees Stock Purchase
Plan, as amended through June 24, 1999.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (Included in Exhibit 5).
24.1 Power of Attorney.
</TABLE>
<PAGE>
EXHIBIT 5.1
September 30, 1999
Board of Directors
National Semiconductor Corporation
2900 Semiconductor Drive
Santa Clara, California 95051
Gentlemen:
At your request, I have examined the registration statement on Form S-8
(the "Registration Statement") which you are filing with the United States
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, for registration of an additional 5,000,000 shares of Common Stock, par
value $0.50 per share (the "Shares") of National Semiconductor Corporation (the
"Company")to be issued under the Company's Employees Stock Purchase Plan as
amended (the "Plan").
In connection with this opinion, I have examined the Plan, the Company's
Certificate of Incorporation and By-Laws, as amended, and such other documents
and records as deemed necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that the Shares, when sold and
issued in accordance with the Plan, the Registration Statement and related final
prospectus, and applicable state laws, will be legally issued, fully paid and
nonassessable.
I consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
//s// JOHN M. CLARK III
JOHN M. CLARK III
Senior Vice President,
General Counsel & Secretary
<PAGE>
Exhibit 10.1
NATIONAL SEMICONDUCTOR CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
(AS AMENDED THROUGH JUNE 24, 1999)
1. TITLE OF PLAN
The title of this plan is the National Semiconductor Corporation
Employees Stock Purchase Plan, hereinafter referred to as "Plan," and formerly
known as the National Semiconductor Corporation 1977 Employees Stock Purchase
Plan.
2. PURPOSE
The Plan is intended to encourage ownership of Common Stock of the
Corporation by all Eligible Employees and to provide incentives for them to
exert maximum efforts for the success of the Corporation. By extending to
Eligible Employees the opportunity to acquire proprietary interests in the
Corporation and to participate in its success, the Plan may be expected to
benefit the Corporation and its shareholders by making it possible for the
Corporation to attract and retain qualified employees. The Plan is intended to
qualify as an employee stock purchase plan under Section 423 of the Internal
Revenue Code of 1986 (the "Code").
3. DEFINITIONS
As used in this Plan:
(a) "Base Compensation" means the basic or regular salary, plus
all sales commissions, overtime, lead premiums and shift differential income
received from the Corporation and/or Subsidiaries.
(b) "Board" means the Board of Directors of the Corporation.
(c) "Committee" means the Committee of the Board described under
Section 5(a).
(d) "Common Stock" means the $.50 par value common stock of the
Corporation.
(e) "Corporation" means National Semiconductor Corporation.
(f) "Eligible Employee" means any employee eligible to participate
in the Plan under the terms of Section 6.
(g) "Plan Administrator" means the General Counsel of the
Corporation or such other person as may be designated by the General Counsel.
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<PAGE>
(h) "Participation Period" means a period during which
contributions may be made toward the purchase of Common Stock under the Plan, as
determined pursuant to Section 6.
(i) "Subsidiary" means any corporation in which the Corporation
controls, directly or indirectly, fifty percent (50%) or more of the combined
voting power of all classes of stock and which has been designated by the
Committee as a corporation whose employees may participate in this Plan.
4. STOCK SUBJECT TO THE PLAN
The total number of shares of Common Stock which may be issued under
the Plan is 24,950,000, which may be unissued shares, reacquired shares, or
shares bought on the market.
5. ADMINISTRATION
(a) The Plan shall be administered by the Committee which shall be
appointed by a majority of the whole Board. The Committee shall be constituted
to permit the Plan to comply with Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 and any successor rule and shall initially consist of not
less than three members of the Board, all of whom are ineligible for benefits
under the Plan and none of whom has been so eligible for at least one year prior
to serving on such Committee.
(b) The Committee shall have the plenary power, subject to and
within the limits of the express provisions of the Plan:
(i) to construe and interpret the Plan and to establish,
amend, and revoke rules and regulations for its administration. The Committee,
in the exercise of this power, shall generally determine all questions of policy
and expediency that may arise, may correct any defect, or supply any omission or
reconcile any inconsistency in the Plan or in any instrument associated with the
Plan in a manner and to the extent it shall deem necessary or expedient to make
the Plan fully effective;
(ii) to the extent not provided in this Plan, to establish
the terms under which Common Stock may be purchased.
6. ELIGIBILITY AND PARTICIPATION
The persons eligible to participate in the Plan (Eligible Employees)
shall consist of all persons employed by the Corporation and/or a Subsidiary on
the day that enrollment forms are due prior to commencement of a Participation
Period. Directors of the Corporation who are not full-time or part-time
employees of the Corporation and/or a Subsidiary are not eligible to participate
in the Plan.
There will be four (4) quarterly Participation Periods each calendar
year, and they will coincide with the four quarters of the calendar year ending
December 31. In order to participate in the Plan for a particular Participation
Period, an Eligible Employee must
2
<PAGE>
complete the required enrollment forms and file such forms with the Plan
Administrator no later than the due date prescribed by the Plan Administrator.
The enrollment forms will include a payroll deduction authorization directing
the Corporation to make payroll deductions from the participant's Base
Compensation, designated in whole percentages, at a rate not to exceed ten
percent (10%) of such earnings per pay period, for purposes of acquiring Common
Stock under the Plan. The deduction will continue in effect from Participation
Period to Participation Period, unless the participant ceases participation in
the Plan or elects a different rate by filing the appropriate form with the Plan
Administrator on the due date designated by the Plan Administrator prior to the
first day of the Participation Period for which the new rate is to become
effective. Payroll deductions, however, will automatically cease upon
termination of the participant's right to purchase Common Stock under this Plan.
At the close of each Participation Period, each participant in the Plan
will receive a report indicating the amount of the participant's contributions
to the Plan during such Participation Period, the amount of the contributions
applied to the purchase of Common Stock for such Participation Period, the
purchase price per share in effect for such Participation Period and the amount
of the contributions (if any) carried over to the next Participation Period.
Each participant will also receive an annual statement after the end of each
calendar year which consolidates such information for the four (4) Participation
Periods occurring within that year.
7. TERMS AND CONDITIONS
An Eligible Employee who participates in this Plan for a particular
Participation Period will have the right to acquire Common Stock upon the terms
and conditions summarized below and must enter into an agreement with the
Corporation setting forth such terms and conditions and such other provisions,
not inconsistent with the Plan, as the Committee may deem advisable.
(a) PURCHASE PRICE. The purchase price per share will be the
LESSER of (i) eighty-five percent (85%) of the fair market value of the Common
Stock on the date the Participation Period commences or (ii) eighty-five percent
(85%) of the fair market value of the Common Stock on the date the purchase
right is exercised.
The fair market value of a share of Common Stock on
anyrelevant date shall be the opening price of the Common Stock on the New York
Stock Exchange on the date in question (or if there shall be no trading on such
date, then on the first previous date on which there is trading).
(b) NUMBER OF SHARES. The number of shares purchasable per
participant per Participation Period will be the number of whole shares obtained
by dividing the amount collected from the participant through payroll deductions
during that Participation Period by the purchase price in effect for such
period. Other than the limitations contained in Section 7(k), the Plan does not
state a maximum or minimum number of shares that may be purchased by any
Eligible Employee.
3
<PAGE>
(c) PAYROLL DEDUCTIONS. The amounts collected from a participant
through payroll deductions will be credited to the participant's individual
account maintained on the Corporation's books, but no separate account will
actually be established to hold such amounts. Interest will not be paid on the
outstanding balance credited to the book account. The amounts collected from
each participant may be commingled with the general assets of the Corporation
and may be used for any corporate purpose.
(d) TERMINATION OF PURCHASE RIGHTS. A participant may, through
notification to the Plan Administrator by the due date specified by the Plan
Administrator prior to the close of the Participation Period, terminate his or
her outstanding purchase right and receive a refund of the amounts deducted from
his or her earnings under the terminated right. The participant will not be
eligible to rejoin the Participation Period following the termination of the
purchase right and will have to re-enroll in the Plan should such individual
wish to resume participation in a subsequent Participation Period.
(e) TERMINATION OF EMPLOYMENT. If a participant ceases to be an
employee for any reason during a Participation Period, his or her outstanding
purchase right will immediately terminate and all sums previously collected from
the participant under the terminated right will be refunded.
(f) EXERCISE. Each outstanding purchase right will be exercised
automatically on the last day of the Participation Period. The exercise of the
purchase right is to be effected by applying the amount credited to each
participant's account on the exercise date to the purchase of whole shares of
Common Stock at the purchase price in effect for the Participation Period. Any
amount remaining in the participant's account after such application will be
held for the purchase of Common Stock in the next Participation Period.
(g) PRORATION OF PURCHASE RIGHT. Should the total number of shares
of Common Stock for which the outstanding purchase rights are to be exercised on
any particular date exceed the number of shares then available for issuance
under the Plan, the available shares will be allocated pro-rata on a uniform and
non-discriminatory basis, and any amounts credited to the accounts of
participants will, to the extent not applied to the purchase of Common Stock, be
promptly refunded.
(h) RIGHTS AS STOCKHOLDER. A participant will have no rights as a
stockholder with respect to shares subject to any purchase right held by such
individual under the Plan until that right is exercised. No adjustments will be
made for any dividends or distributions for which the record date is prior to
such exercise date.
(i) RECEIPT OF STOCK. As soon as practicable after the end of the
Participation Period, the participant will be entitled to receive either a stock
certificate for the number of purchased shares or confirmation from a captive
broker utilized by the Corporation that the participant's account at the captive
broker has been credited with the number of purchased shares.
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<PAGE>
(j) ASSIGNABILITY. No purchase right granted to a participant will
be assignable or transferable and will be exercisable only by the participant.
(k) LIMITATIONS. Payroll deductions for purchase rights during a
calendar year shall cease when such deductions for a participant exceed $25,000
(or such other maximum as may be prescribed from time to time by the Code) in
accordance with the provisions of Section 423(b) (8) of the Code. No participant
shall be granted a right to purchase Common Stock under this plan:
(i) if such participant, immediately after his or her
election to purchase the Common Stock, would own stock possessing more
than five percent of the total combined voting power or value of all
classes of stock of the Corporation, computed in accordance with
Section 423(b)(3) of the Code;
(ii) if under the terms of the Plan the rights of the
participant to purchase stock under this and all other qualified
employee stock purchase plans of the Corporation would accrue at a rate
that exceeds $25,000 of fair market value of the Common Stock
(determined at the time such right is granted) for each calendar year
for which such right is outstanding at any time.
(l) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Plan or in
any purchase right under the Plan shall confer on any participating employee any
right to continue in the employ of the Corporation or any of its Subsidiaries or
to interfere in any way with the right of the Corporation or any of its
Subsidiaries to terminate his or her employment at any time.
(m) LIMITS FOR EXECUTIVE OFFICERS. Commencing on the date that the
Securities and Exchange Commission determines as the final effective date for
registrants to implement conforming amendments to require compliance with new
rules issued under Section 16(b) of the Securities Exchange Act of 1934, as
amended, ("Exchange Act") relating to employee benefit plans, each participant
subject to Section 16 of the Exchange Act ("Executive Officer") who ceases
participation in the Plan may not renew participation in the Plan until the next
quarterly enrollment period that is at least six (6) months from the date of the
Executive Officer's decision to cease participation. Executive officers must
satisfy such other limitations as the Committee, in its sole discretion, deems
necessary to comply with the rules of the Exchange Act.
8. ADJUSTMENT IN NUMBER OF SHARES AND IN PURCHASE PRICE
In the event there is any change in the shares of the Corporation
through the declaration of stock dividends or a stock split-up, or through
recapitalization resulting in share split-ups, or combinations or exchanges of
shares, or otherwise, appropriate adjustments in the number of shares available
for purchase, as well as the shares subject to purchase right and purchase price
thereof, shall be made, provided that no fractional shares shall be subject to
purchase and each purchase right shall be adjusted down to the nearest full
share.
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9. AMENDMENT OF THE PLAN
The Board at any time, and from time to time, may amend the Plan,
subject to the limitations, however, that except as provided in Section 8
(relating to adjustments upon changes in stock), no amendment shall be made,
except upon approval of the shareholders of the Corporation, which will:
(a) Increase the number of shares issuable under the Plan,
(b) Alter the purchase price formula so as to reduce the purchase
price,
(c) Otherwise materially increase the benefits accruing to
participants under the Plan, or
(d) Materially modify the requirements for eligibility to
participate in the Plan.
The rights and obligations with respect to purchase rights at any time
outstanding under the Plan may not be altered or impaired by any amendment of
the Plan.
10. TERMINATION OR SUSPENSION OF PLAN
The Board may at any time suspend or terminate the Plan, but no such
action may adversely affect the participant's rights and obligations with
respect to purchase rights at the time outstanding under the Plan. No
Participation Period may commence while the Plan is suspended or after it is
terminated.
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<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
National Semiconductor Corporation
We consent to the incorporation herein by reference of our report dated June
9, 1999, relating to the consolidated balance sheets of National
Semiconductor Corporation and subsidiaries as of May 30, 1999 and May 31,
1998, and the related consolidated statements of operations, comprehensive
loss, shareholders' equity and cash flows for each of the years in the
three-year period ended May 30, 1999, and the related schedule, which report
appears in the May 30, 1999, Annual Report on Form 10-K of National
Semiconductor Corporation.
//s// KPMG LLP
Mountain View, California
September 29, 1999
<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 September 23, 1999
- ----------------------------------------
Brian L. Halla
/s/ GARY P. ARNOLD September 23, 1999
- ----------------------------------------
Gary P. Arnold
/s/ ROBERT J. FRANKENBERG September 23, 1999
- ----------------------------------------
Robert J. Frankenberg
/s/ E. FLOYD KVAMME September 23, 1999
- ----------------------------------------
E. Floyd Kvamme
/s/ MODESTO A. MAIDIQUE September 23, 1999
- ----------------------------------------
Modesto A. Maidique
/s/ EDWARD R. MCCRACKEN September 23, 1999
- ----------------------------------------
Edward R. McCracken
/s/ DONALD E. WEEDEN September 23, 1999
- ----------------------------------------
Donald E. Weeden
8
<PAGE>
/s/ DONALD MACLEOD September 23, 1999
- ----------------------------------------
Donald Macleod
/s/ LEWIS CHEW September 23, 1999
- ----------------------------------------
Lewis Chew
9
