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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 2000.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TEXAS INSTRUMENTS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
DELAWARE 75-0289970
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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12500 TI BOULEVARD
P.O. BOX 660199
DALLAS, TEXAS 75266-0199
(Address, Including Zip Code, of Registrant's Principal Executive Offices)
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TEXAS INSTRUMENTS 2000 LONG-TERM INCENTIVE PLAN
BURR-BROWN CORPORATION 1993 STOCK INCENTIVE PLAN
(Full Title of the Plans)
JOSEPH F. HUBACH
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
12500 TI BOULEVARD
P.O. BOX 660199
DALLAS, TEXAS 75266-0199
(972) 995-3773
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
A copy of all communications, including all communications sent to agent for
service, should be sent to:
R. SCOTT COHEN
WEIL, GOTSHAL & MANGES LLP
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1)(3) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(3)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value.................. 125,891,685 $76.92 $7,891,799,196.49 $2,083,434.99
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(1) Of the shares of common stock being registered hereby, 117,010,970 shares
relate to the shares issuable upon exercise of stock options, restricted
stock awards, performance units, or other stock-based awards granted under
the Texas Instruments 2000 Long-Term Incentive Plan and 8,880,715 shares
relate to the shares issuable upon exercise of stock options granted under
Burr-Brown 1993 Stock Incentive Plan.
(2) For purposes of computing the registration fee only. Pursuant to Rule 457(c)
and (h) under the Securities Act of 1933, as amended, the Proposed Maximum
Aggregate Offering Price Per Share is based upon
- the average of the bid and asked price of the common stock on August 22,
2000 ($66.25) with respect to 117,010,970 shares, and
- the actual price at which 8,880,715 options may be exercised (prices
ranging from $1.03 per share to $76.92 per share).
(3) This registration statement is also deemed, pursuant to Instruction E of
Form S-8, to relate to 40,166,647 shares previously registered on Form S-8
(File No. 333-07127) in connection with a predecessor plan, with respect to
which a registration fee of $92,302 has been paid.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
- Our Annual Report on Form 10-K for the year ended December 31, 1999, as
amended.
- Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000.
- Our Current Reports on Form 8-K filed on July 6, 2000.
- The description of our common stock contained in our registration
statements on Forms 8-A and 10 filed with the Commission pursuant to
Section 12 of the Exchange Act, together with any amendment or report
filed with the Commission for the purpose of updating such descriptions.
All documents that we subsequently file pursuant to Sections 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 to this Registration
Statement that indicates that all of the shares of common stock offered have
been sold or which deregisters all of such shares 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
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 document modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required to be filed with this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The General Corporation Law of the State of Delaware, at Section 145,
provides, in pertinent part, that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as the
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding 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 was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which 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 reasonable cause to believe that his conduct was unlawful. In
addition, the indemnification of expenses, including attorneys' fees, is allowed
in derivative actions, except no indemnification is allowed
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in respect to any claim, issue or matter as to which any such person has been
adjudged to be liable to the corporation, unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought decides
that indemnification is proper. To the extent that any such person succeeds on
the merits or otherwise, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith. The determination that the person to be indemnified met the
applicable standard of conduct, if not made by a court, is made by the directors
of the corporation by a majority vote of the directors not party to such an
action, suit or proceeding even though less than a quorum, by a committee of
such directors designated by majority vote of such directors even though less
than a quorum, or, if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion or by the
stockholders. Expenses may be paid in advance upon the receipt, in the case of
officers and directors, of undertakings to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the corporation as authorized in this section. A corporation may purchase
indemnity insurance.
The above described indemnification and advancement of expenses, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and inure to the benefit of
such person's heirs, executors and administrators. Article VI, Section 2 of the
Texas Instruments Bylaws provides that Texas Instruments shall indemnify its
officers and directors for such expenses, judgments, fines and amounts paid in
settlement to the full extent permitted by the laws of the State of Delaware.
Section 102(b)(7) of the General Corporation Law of the State of Delaware, as
amended, permits a corporation to provide in its certificate of incorporation
that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability
- for any breach of the director's duty of loyalty to the corporation or
its stockholders,
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
- under Section 174 of the General Corporation Law of the State of
Delaware, or
- for any transaction from which the director derived an improper personal
benefit.
Article Seventh of Texas Instruments' Restated Certificate of Incorporation
contains such a provision.
Under insurance policies of Texas Instruments, directors and officers of
Texas Instruments may be indemnified against certain losses arising from certain
claims, including claims under the Securities Act of 1933, which may be made
against such persons by reason of their being such directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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4.1 -- Texas Instruments 2000 Long-Term Incentive Plan(1).
4.2 -- Burr-Brown Corporation 1993 Stock Incentive Plan.*
5.1 -- Opinion of Weil, Gotshal & Manges LLP.*
23.1 -- Consent of Ernst & Young LLP.*
23.5 -- Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5.1).
24.1 -- Power of Attorney (included on signature pages).
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* Filed herewith
(1) Incorporated by reference to our Registration Statement on Form S-4 (File
No. 333-41030) filed with the Commission on July 7, 2000.
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ITEM 9. UNDERTAKINGS.
We hereby undertake:
(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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 414(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;
(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.
(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.
(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.
We hereby undertake that, for purposes of determining any liability under
the Securities Act, each filing of our annual report pursuant to Section 13(a)
or 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of our company
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than our
payment of expenses incurred or paid by our directors, officers or controlling
persons in the successful defense of any action, suit or proceeding) is asserted
by such directors, officers or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by our
company is against public policy as expressed in the Securities 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 of 1933, as amended, the
Registrant certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on August 28, 2000.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ WILLIAM A. AYLESWORTH
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William A. Aylesworth
Senior Vice President
Treasurer and Chief Financial
Officer
POWER OF ATTORNEY
Know all those by these presents, that each person whose signature appears
below constitutes and appoints each of Thomas J. Engibous, William A.
Aylesworth, Joseph F. Hubach and M. Samuel Self, or any of them, each acting
alone, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, in connection with the Registration Statement
on Form S-8 of Texas Instruments Incorporated under the Securities Act of 1933,
as amended, including, without limitation of the generality of the foregoing, to
sign the Registration Statement in the name and on behalf of Texas Instruments
Incorporated, or on behalf of the undersigned as a director or officer of Texas
Instruments Incorporated, and any and all amendments or supplements to the
Registration Statement, including any and all stickers and post-effective
amendments to the Registration Statement, and to sign any and all additional
Registration Statements relating to the same offering of Securities as the
Registration Statement that are filed pursuant to Rule 462 under the Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ JAMES R. ADAMS Director August 28, 2000
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James R. Adams
Director August 28, 2000
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David L. Boren
/s/ JAMES B. BUSEY IV Director August 28, 2000
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James B. Busey IV
/s/ DANIEL A. CARP Director August 28, 2000
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Daniel A. Carp
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SIGNATURE TITLE DATE
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/s/ THOMAS J. ENGIBOUS Chairman of the Board; August 28, 2000
----------------------------------------------------- President; Chief Executive
Thomas J. Engibous Officer; Director
/s/ GERALD W. FRONTERHOUSE Director August 28, 2000
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Gerald W. Fronterhouse
/s/ DAVID R. GOODE Director August 28, 2000
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David R. Goode
/s/ WAYNE R. SANDERS Director August 28, 2000
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Wayne R. Sanders
/s/ RUTH J. SIMMONS Director August 28, 2000
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Ruth J. Simmons
/s/ CLAYTON K. YEUTTER Director August 28, 2000
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Clayton K. Yeutter
/s/ WILLIAM A. AYLESWORTH Senior Vice President; August 28, 2000
----------------------------------------------------- Treasurer; Chief Financial
William A. Aylesworth Officer
/s/ M. SAMUEL SELF Senior Vice President; August 28, 2000
----------------------------------------------------- Controller; Chief Accounting
M. Samuel Self Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 -- Texas Instruments 2000 Long-Term Incentive Plan(1).
4.2 -- Burr-Brown Corporation 1993 Stock Incentive Plan.*
5.1 -- Opinion of Weil, Gotshal & Manges LLP.*
23.1 -- Consent of Ernst & Young LLP.*
23.5 -- Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5.1).
24.1 -- Power of Attorney (included on signature pages).
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* Filed herewith
(1) Incorporated by reference to our Registration Statement on Form S-4 (File
No. 333-41030) filed with the Commission on July 7, 2000.
