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EXHIBIT 4.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
NATIONAL SEMICONDUCTOR CORPORATION
NATIONAL SEMICONDUCTOR CORPORATION (the "Company"), a corporation
organized and existing under and by virtue of General Corporation Law of the
State of Delaware, does hereby certify:
FIRST: That at a Special Meeting of the Board of Directors of the
Company on June 22, 2000, a resolution was duly adopted setting forth a
proposed Amendment to the Certificate of Incorporation of the Company,
declaring said Amendment to be advisable and directing that the Amendment be
submitted for the approval of the Stockholders of the Company at the Annual
Meeting to be held September 22, 2000. Said resolution proposed that Article
FOURTH of the Certificate of Incorporation be amended to read in full as
follows:
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is Eight Hundred and Fifty One Million
(851,000,000), consisting of One Million (1,000,000) shares of preferred
stock, par value of Fifty Cents ($.50) each (hereinafter called the Preferred
Stock) and Eight Hundred Fifty Million (850,000,000) shares of common stock
of par value of Fifty Cents ($.50) each (hereinafter called the Common Stock).
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The designations and the powers, preferences and rights, and the
qualification, limitations or restrictions thereof, of each class of stock of
the Corporation which are fixed by this Certificate of Incorporation, and the
express grant of authority to the Board of Directors to fix by resolution or
resolutions the designations, and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the Preferred Stock
which are not fixed by this Certificate of Incorporation, are as follows:
A. PREFERRED STOCK
(1) Shares of Preferred Stock may be issued from time to time in one
or more series, each such series to have such distinctive designation
as shall be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the initial issuance
of shares of such series, and authority is expressly vested in the
Board of Directors, by such resolution or resolutions providing for
the initial issuance of shares of each series:
(a) To fix the distinctive designation of such series and
the number of shares which shall constitute such series,
which number may be increased or decreased (but not below
the number of shares thereof then outstanding) from time to
time by actions of the Board of Directors;
(b) To fix (i) the dividend rate of such series, (ii) any
limitation, restrictions or conditions on the payment of
dividends, including whether dividends shall be cumulative
and, if so, from which date or dates, (iii) the relative
rights of priority, if any, of payment of dividends on
shares of that series and (iv) the form of dividends, which
shall be payable either (A) in cash only, or (B) in stock
only, or (C) partly in cash and partly in stock, or (D) in
stock or, at the option of the holder, in cash (and in such
case to prescribe the terms and conditions of exercising
such option), and to make provision in case of dividends
payable in stock for adjustments of the dividend rate in
such events as the Board of Directors shall determine;
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(c) To fix the price or prices at which, and the terms and
conditions on which, the shares of such series may be
redeemed by the Company;
(d) To fix the amount or amounts payable upon the shares of
such series in the event of any liquidation, dissolution or
winding up of the Company and the relative rights of
priority, if any, of payment upon shares of such series;
(e) To determine whether or not the shares of such series
shall be entitled to the benefit of a sinking fund to be
applied to the purchase or redemption of such series and, if
so entitled, the amount of such fund and the manner of its
application;
(f) To determine whether or not the shares of such series
shall be made convertible into, or exchangeable for, shares
of any other class or classes of stock of the Corporation or
shares of any other series of Preferred Stock, and, if made
so convertible or exchangeable, the conversion price or
prices, or the rate or rates of exchange, and the
adjustments thereof, if any, at which such conversion or
exchange may be made, and any other terms and conditions of
such conversion or exchange;
(g) To determine whether or not the shares of such series
shall have any voting powers and, if voting powers are so
granted, the extent of such voting powers, provided that the
number of authorized share of Common Stock may be increased
or decreased by the affirmative vote of the holders of a
majority of the Common Stock, voting as a class, and such
increase or decrease shall not require any actions by
holders of shares of Preferred Stock. Except as otherwise
provided by statute or by a determination by the Board of
Directors, the holders of shares of Preferred Stock, as such
holders, shall not have any right to vote in the election of
directors or for any other purpose; and such holders shall
not be entitled to notice of any meeting of stockholders at
which they are not entitled to vote;
(h) To determine whether or not the issue of any additional
shares of such series or of any other series in addition to
such series shall be subject to restrictions in addition to
the restrictions, if any, on the issue of additional shares
imposed in the resolution or resolutions fixing the terms of
any
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outstanding series of Preferred Stock theretofore issued
pursuant to this Section A and, if subject to additional
restrictions, the extent of such additional restrictions;
and
(i) Generally to fix the other rights, and any
qualifications, limitations or restrictions of such rights,
of such series; provided, however, that no such rights,
qualifications, limitations or restrictions shall be in
conflict with this Certificate of Incorporation or any
amendment hereof.
(2) Before any dividends shall be declared or paid or any distribution
ordered or made upon the Common Stock (other than a dividend payable
in Common Stock), the Corporation shall comply with the dividend and
sinking fund provisions, if any, of any resolution or resolutions
providing for the issue of any series of Preferred Stock any shares of
which shall at the time be outstanding. Subject to the foregoing
sentence, the holders of Common Stock shall be entitled, to the
exclusion of the holders of Preferred Stock of any and all series, to
receive such dividends as from time to time may be declared by the
Board of Directors.
(3) Upon any liquidation, dissolution or winding up of the
Corporation, the holders of Preferred Stock of each series shall be
entitled to receive the amount to which such holders are entitled as
fixed with respect to such series, including all dividends accumulated
to the date of final distribution, before any payment or distribution
of assets of the Corporation shall be made to or set apart for the
holders of Common Stock; and after such payments shall have been made
to or set apart for the holders of Common Stock; and after such
payments shall have been made in full to the holders of Preferred
Stock, the holders of Common Stock shall be entitled to receive any
and all assets remaining to be paid or distributed to stockholders and
the holders of Preferred Stock shall not be entitled to share therein.
For the purposes of this paragraph, the voluntary sales, conveyance,
lease, exchange or transfer of all or substantially all the property
or assets of the Corporation or a consolidation or merger of the
Corporation with one or more other corporation (whether or not the
Corporation is the Corporation surviving such consolidation or merger)
shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary.
(4) Subject to such limitations (if any) as may be fixed by the Board
of Directors with respect to such series of Preferred Stock in
accordance with paragraph (1) of this Section A, Preferred Stock of
each series may be redeemed at
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any time in whole or from time to time in part, at the option of the
Corporation, by vote of the Board of Directors, at the redemption
price thereof fixed in accordance with said paragraph (1). If less
than all the outstanding shares of Preferred Stock of such series are
to be redeemed, the shares to be redeemed shall be determined in such
manner as the Board of Directors shall prescribe. At such time or
times prior to the date fixed for redemption as the Board of Directors
shall determine, written notice shall be mailed to each holder of
record of shares to be redeemed, in a postage prepaid envelope
addressed to such holder at his address as shown by the records of the
Corporation, notifying such holders of the election of the Corporation
to redeem such shares and stating the date fixed for the redemption
thereof and calling upon such holder to surrender to the Corporation
on or after said date, at a place designated in such notice, his
certificate or certificates representing the number of shares
specified in such notice of redemption. On and after the date fixed in
such notice of redemption, each holder of shares of preferred Stock to
be redeemed shall present and surrender his certificate or
certificates for such shares to the Corporation at the place
designated in such notice and thereupon the redemption price of such
shares shall be paid to or on the order of the person whose name
appears on the records of the Corporation as the holder of the shares
designated for redemption. In case less than all the shares
represented by any such certificate are redeemed a new certificate
shall be issued representing the unredeemed shares. From and after the
date fixed in any such notice as the date of redemption (unless
default shall be made by the Corporation in payment of the redemption
price) all dividends on the shares of Preferred Stock designated for
redemption in such notice shall cease to accrue and all rights of the
holders thereof as stockholders of the Corporation, other than to
receive the redemption price, shall terminate and such shares shall
not thereafter be transferred (except with the consent of the
Corporation) on the books of the Corporation and such shares shall not
be deemed to be outstanding for any purpose whatsoever. At any time
after the mailing of any such notice of redemption the Corporation may
deposit the redemption price of the shares designated therein for
redemption with a bank or trust company in the United States of
America, having capital and surplus of at least $25,000,000 in trust
for the benefit of the respective holders of the shares designated for
redemption but not yet redeemed. From and after the making of such
deposit the sole right of the holders of such shares shall be the
right either to receive the redemption price of such shares on and
after such redemption date, or, in the case of shares having
conversion rights, the right to convert the same at any time at or
before the earlier of the close of business on such
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redemption date or such prior date and time at which the right to
convert shall have expired; and except for these rights, the shares of
Preferred Stock so designated for redemption shall not be deemed to be
outstanding for any purpose whatsoever.
(5) Shares of any series of Preferred Stock which have been redeemed
(whether through the operation of a sinking fund or otherwise) or
purchased by the Corporation, or which, if convertible, have been
converted into shares of stock of the corporation of any other class
or classes, may, upon appropriate filing and recording to the extent
required by law, have the status of authorized and unissued shares of
Preferred Stock and may be reissued as part of such series or of any
other series of Preferred Stock, subject to such limitations (if any)
as may be fixed by the Board of Directors with respect to such series
of Preferred Stock in accordance with paragraph (1) of this Section A.
B. COMMON STOCK
(1) Except as otherwise provided by (a) the Board of Directors in
fixing the voting rights of any series of the Preferred Stock in
accordance with Section A of this Article FOURTH or (b) statute,
voting power in the election of directors and for all other
purposes shall be vested exclusively in the holders of the Common
Stock.
(2) In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary after payment shall
have been made to the holders of the Preferred Stock of the full
amount to which they shall be entitled pursuant to paragraph (3) of
Section A of this Article FOURTH, the holders of Common Stock shall
be entitled, to the exclusion of the holders of the Preferred Stock
of any and all series, to share, ratably according to the number of
shares of Common Stock held by them, in all remaining assets of the
Corporation available for distribution to its stockholders.
All persons who shall acquire stock in this
Corporation shall acquire the same subject to the provisions
of this Certificate of Incorporation, as amended.
SECOND: That at the Annual Meeting of Stockholders of the Company,
which was duly called and held September 22, 2000 upon notice in accordance with
Section 222 of the General Corporation
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Law of the State of Delaware, at which a quorum was present and acting
throughout, said Amendment was approved by the affirmative vote of the number of
shares required by law.
THIRD: That said Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Company will not be reduced under
or by reason of said Amendment.
IN WITNESS WHEREOF, the Company has caused its corporate seal to be
affixed hereto and this Certificate to be signed by BRIAN L. HALL, Chairman,
President and CEO of the Company, and attested to by JOHN M. CLARK III,
Secretary of the Company this 22nd day of September, 2000.
(Corporate Seal) NATIONAL SEMICONDUCTOR CORPORATION
BY //s// BRIAN L. HALLA
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BRIAN L. HALLA
Chairman, President and CEO
ATTEST:
By //s// JOHN M. CLARK III
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JOHN M. CLARK III
Secretary
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