S-8 POS 1 innocom.txt POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on March 7, 2003 Registration No. 333-70040 ===================================================================== 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 ---------------------------------------------- STOCK OPTION GRANTED TO DANIEL MEACHAM, BERNARD XAVIER, and IBRAHIM YAYLA (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. 58090 Santa Clara, CA 95052-8090 (408) 721-5000 (Name, address and telephone number, of agent for service) DEREGISTRATION OF SHARES Pursuant to the Registration Statement on Form S-8, No. 333-70040 (the "Registration Statement"), National Semiconductor Corporation, a Delaware corporation (the "Company"), registered 799,339 shares of its Common Stock, $0.50 par value per share ("Common Stock"), issuable under stock options granted to Daniel Meacham, Bernard Xavier and Ibrahim Yayla (collectively, "innoCOMM founders") under an agreement entered into by the Company and the innoCOMM founders as part of the consideration for the purchase of innoCOMM Wireless, Inc. The options have now expired without being exercised and no shares will be issued under the Registration Statement. The Company hereby removes from registration under the Registration Statement the 799,339 shares of Common Stock which remain unissued. 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. 333-70040) 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 March 7, 2003. NATIONAL SEMICONDUCTOR CORPORATION By \S\ 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 March 7, 2003. \S\ BRIAN L. HALLA* Chairman of the Board, President, (Brian L. Halla) Chief Executive Officer and Director (Principal Officer) \S\ LEWIS CHEW* Senior Vice President, Finance and (Lewis Chew) Chief Financial Officer (Principal Financial Officer) \S\ ROBERT E. DEBARR* Controller (Principal Accounting Officer) (Robert E. DeBarr) Director (Steven R. Appleton) \S\ GARY P. ARNOLD* Director (Gary P. Arnold) \S\ RICHARD J. DANZIG* Director (Richard J. Danzig) \S\ ROBERT J. FRANKENBERG* Director (Robert J. Frankenberg) \S\ E. FLOYD KVAMME* Director (E. Floyd Kvamme) \S\ MODESTO A. MAIDIQUE* Director (Modesto A. Maidique) \S\ EDWARD R. MCCRACKEN* Director (Edward R. McCracken) *By: \S\ JOHN M. CLARK III John M. Clark III