S-8 POS 1 forms_8espp.txt FORM S-8 POS REGISTRATION# 333-88269 As filed with the Securities and Exchange Commission on May 24, 2004 Registration No. 333-88269 ===================================================================== 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 ---------------------------------------------- NATIONAL SEMICONDUCTOR CORPORATION EMPLOYEES STOCK PURCHASE 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. 58090 Santa Clara, CA 95052-8090 (408) 721-5000 (Name, address and telephone number, of agent for service) PART I EXPLANATORY NOTE DEREGISTRATION OF SHARES Pursuant to the Registration Statement on Form S-8, No. 333-88269 (the "Registration Statement"), National Semiconductor Corporation, a Delaware corporation (the "Company"), registered 24,950,000 shares of its Common Stock, $0.50 par value per share ("Common Stock"), issuable under the National Semiconductor Corporation Employees Stock Purchase Plan (the "Plan"). The Plan has now been terminated. The Company hereby removes from registration under the Registration Statement 467,241 shares of Common Stock remaining unissued under the Plan. PART II Item 8. Exhibits 24 Power of Attorney 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. 333-88269) 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 the City of Santa Clara, State of California on May 21, 2004. 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 May 21, 2004. BRIAN L. HALLA* Chairman of the Board, President, (Brian L. Halla) Chief Executive Officer and Director (Principal Executive Officer) LEWIS CHEW* Senior Vice President, Finance and (Lewis Chew) Chief Financial Officer (Principal Financial Officer) ROBERT E. DEBARR* Controller (Principal Accounting Officer) (Robert E. DeBarr) STEVEN R. APPLETON* Director (Steven R. Appleton) GARY P. ARNOLD* Director (Gary P. Arnold) RICHARD J. DANZIG* Director (Richard J. Danzig) 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: //S// JOHN M. CLARK III ----------------------- John M. Clark III, Attorney in Fact NATIONAL SEMICONDUCTOR CORPORATION EXHIBIT INDEX 24. Power of Attorney