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As filed with the Securities and Exchange Commission on October 23, 2000
Registration No. 333-
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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 (I.R.S. Employer
incorporation or organization) Identification Number)
2900 Semiconductor Drive
P.O. Box 58090
Santa Clara, California 95052-8090
(Address of principal executive offices)
Registrant's telephone number including area code: (408)721-5000
--------------------------------------
NATIONAL SEMICONDUCTOR CORPORATION EXECUTIVE OFFICER STOCK OPTION 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
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=========================================================================================================
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)
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<S> <C> <C> <C> <C>
Common Stock
$0.50 par value 6,000,000 shs $34.845 $209,070,000.00 $55,194.48
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Preferred Stock (2)
Purchase Rights
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(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 October 19, 2000 of $34.845 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.
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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 adopted
its Executive Officer Stock Option Plan (the "Plan"). This Registration
Statement covers the grant of options and the sale of shares upon
exercise of the options by the holders thereof under the Plan.
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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 28, 2000, including the portions of the Company's
2000 Annual Report and the Company's Proxy Statement for the
2000 Annual Meeting of Stockholders incorporated therein by
reference;
(b) The Company's Quarterly Report on Form 10-Q for the period
ended August 27, 2000;
(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.
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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 17,964 shares of Common Stock owned
directly and indirectly by him and the 191,500 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
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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.
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ITEM 8. TABLE OF EXHIBITS
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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). Certificate of Amendment of Certificate of Incorporation dated
September 22, 2000.
4.2 By-Laws of the Company. (incorporated by reference from the Exhibits
to the Company's Form 10-K for the fiscal year ended May 28, 2000
filed August 3, 2000.)
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
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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 Executive Officer Stock Option
Plan.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (Included in Exhibit 5).
24.1 Power of Attorney.
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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 of 1933 (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 or Section 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") that are incorporated by reference in
this Registration Statement;
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(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; 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.
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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 23rd day of October,
2000.
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 23rd DAY OF OCTOBER, 2000.
/s/ BRIAN L. HALLA* Chairman of the Board, President and Chief
------------------------ Executive Officer (Principal Executive Officer)
(Brian L. Halla)
/s/ DONALD MACLEOD* Executive Vice President, Finance and Chief
------------------------ Financial Officer (Principal Financial Officer)
(Donald Macleod)
/s/ LEWIS CHEW* Vice President and Controller
------------------------ (Principal Accounting Officer)
(Lewis Chew)
/s/ GARY P. ARNOLD* Director
------------------------
(Gary P. Arnold)
/s/ ROBERT J. FRANKENBERG* Director
------------------------
(Robert J. Frankenberg)
/s/ E. FLOYD KVAMME* Director
------------------------
(E. Floyd Kvamme)
/s/ EDWARD R. MCCRACKEN* Director
------------------------
(Edward R. McCracken)
/s/ MODESTO A. MAIDIQUE* Director
------------------------
(Modesto A. Maidique)
*By: //s// JOHN M. CLARK III
-----------------------
John M. Clark III
Attorney-in-Fact
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NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
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Exhibit Page
Number Description of Exhibit Number
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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). Certificate of Amendment
of Certificate of Incorporation dated September 22, 2000.
4.2 By-Laws of the Company. (incorporated by reference from the
Exhibits to the Company's Form 10-K for the fiscal year
ended May 28, 2000 filed August 3, 2000.)
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 Executive Officer Stock
Option Plan.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (Included in Exhibit 5).
24.1 Power of Attorney.
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