<PAGE>
As filed with the Securities and Exchange Commission on October 17, 2000
Registration No. 33-55699
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to 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
---------------------------------
PERFORMANCE AWARD 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) 721-6529
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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DEREGISTRATION OF SHARES
Pursuant to the Registration Statement on Form S-8, No. 33-55699 (the
"Registration Statement"), National Semiconductor Corporation, a Delaware
corporation (the "Company"), registered 1,000,000 shares of its Common Stock,
$0.50 par value per share ("Common Stock"), issuable under the Performance Award
Plan (the "Plan"). The Plan has now been terminated and no further shares will
be issued under it. The Company hereby removes from registration under the
Registration Statement 806,344 shares of Common Stock which remain unissued in
connection with the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all
the requirements for filing this Post-Effective Amendment to the Registration
Statement on Form S-8 (Registration No. 33-55699) and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Santa Clara, California
on October 16, 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 of 1933, as amended,
this Post-Effective Amendment to the Registration Statement on Form S-8 has
been signed below by the following persons in the capacities indicated on
October 16, 2000.
BRIAN L. HALLA* Chairman of the Board, President,
----------------------------- Chief Executive Officer and Director
(Brian L. Halla) (Principal Officer)
DONALD MACLEOD* Executive Vice President, Finance
----------------------------- and Chief Financial Officer
(Donald Macleod) (Principal Financial Officer)
LEWIS CHEW* Vice President and Controller
----------------------------- (Principal Accounting Officer)
(Lewis Chew)
GARY P. ARNOLD* Director
-----------------------------
(Gary Arnold)
ROBERT J. FRANKENBERG* Director
-----------------------------
(Robert J. Frankenberg)
E. FLOYD KVAMME* Director
-----------------------------
(E. Floyd Kvamme)
MODESTO A. MAIDIQUE* Director
-----------------------------
(Modesto A. Maidique)
EDWARD R. MCCRACKEN* Director
-----------------------------
(Edward R. McCracken
*By: JOHN M. CLARK III
------------------------------
John M. Clark III
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NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
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<S> <C>
24 Power of Attorney
</TABLE>
