-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W0pkigkKK8AgrxAAvihWxrJ5vCX6tT3f6tnMP0NlXSpdsUuEuonDfPzzjhdegBTA 6HlMN6okKqAdS9Ux/VfbLg== 0000070530-04-000045.txt : 20041004 0000070530-04-000045.hdr.sgml : 20041004 20041001203255 ACCESSION NUMBER: 0000070530-04-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041001 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041004 DATE AS OF CHANGE: 20041001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000070530 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952095071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06453 FILM NUMBER: 041060101 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR STREET 2: PO BOX 58090 CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 BUSINESS PHONE: 4087215000 MAIL ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 8-K 1 form8k_101dcpdiv.txt FORM 8K NEWS RELEASE DATED OCTOBER 1, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2004 NATIONAL SEMICONDUCTOR CORPORATION ---------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-6453 95-2095071 -------- ------ ---------- (State of Incorporation) (Commission (I.R.S. Employer File Number) Identification Number) 2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090 SANTA CLARA, CALIFORNIA 95052-8090 (Address of Principal Executive Offices) (408) 721-5000 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communication pursuant to Rule 425 under the securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Act (17 CFR 240.14a-12) NATIONAL SEMICONDUCTOR CORPORATION Table of Contents Page ---- Section 1 - Registrant's Business and Operations - ------------------------------------------------ Item 1.01 Entry into a Material Definitive Agreement 3 Section 8 - Other Events - ------------------------ Item 8.01 Other Events 3 Section 9 - Financial Statements and Exhibits - --------------------------------------------- Item 9.01 Financial Statements and Exhibits 3 Signature 4 Exhibits: 99.1 News release dated October 1, 2004 NATIONAL SEMICONDUCTOR CORPORATION Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT National Semiconductor Corporation ("National" or the "Company") offers the Deferred Compensation Plan ("Plan") to highly compensated employees (as defined by IRS regulations). Under SEC rules, the Plan is considered a material agreement of the Company. On September 30, 2004, the Company approved a proposal to offer Plan participants the opportunity to direct investments of their Plan accounts in the Company's $0.50 par value Common Stock ("common Stock"). All such Plan investments in Common Stock will be made through open market purchases by the Plan trustee at fair market value. National will not be issuing Common Stock to the Plan. A copy of the Plan has previously been filed with the SEC. Although Company Common Stock will be available as an investment alternative once all legal requirements for the offering have been satisfied, the addition of Company Common Stock as an investment alternative does not require an official Plan amendment and therefore an amended Plan document is not included with this Form 8-K. Item 8.01 OTHER EVENTS On October 1, 2004, the Company issued a news release announcing that its Board of Directors has declared a cash dividend of $0.02 per outstanding share of common stock. A copy of the news release is attached as Exhibit 99.1. The information in Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 News release dated October 1, 2004 issued by National Semiconductor Corporation* *This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL SEMICONDUCTOR CORPORATION //S// Robert E. DeBarr ---------------------- Dated: October 1, 2004 Robert E. DeBarr Controller Signing on behalf of the registrant and as principal accounting officer EX-99 2 ex991_101.txt EXHIBIT 99.1 NEWS RELEASE 10/1/04 News Media: Financial: Jeff Weir Jennifer Stratiff National Semiconductor National Semiconductor (408) 721-5199 (408) 721-5007 jeff.weir@nsc.com invest.group@nsc.com National Semiconductor To Begin Paying Quarterly Cash Dividend SANTA CLARA, Calif., October 1, 2004 - National Semiconductor Corporation (NYSE:NSM) announced today that the Board of Directors has declared a cash dividend of $0.02 per outstanding share of common stock. The dividend is payable on January 5, 2005 to all stockholders of record at the close of business on December 15, 2004. This follows the company's second fiscal quarter earnings announcement, which is scheduled for December 9, 2004. "Our focus on high value analog products is paying off in the form of strong operating margins and positive cash flow," said Brian L. Halla, National's chairman, president and CEO. "Based on our business model and our ability to generate free cash flow beyond what we need for growth opportunities, we believe it is appropriate to return some of our cash to shareholders through a combination of cash dividends and stock repurchases." The company also has an approved stock repurchase program of up to $400 million of common stock, which was originally announced in March 2004. National Semiconductor had 358,136,089 million shares of common stock outstanding at the conclusion of its first quarter, fiscal 2005, which ended August 29, 2004. SPECIAL NOTE This release contains forward-looking statements dependent on a number of risks and uncertainties pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These factors include, but are not restricted to, new orders received and shipped during the quarter, the degree of factory utilization, the successful startup of production in National's Suzhou assembly and test facility, the sale of inventories at existing prices, and the ramp up of recently introduced products. Other risk factors are included in the Company's 10-K for the year ended May 30, 2004 (see Outlook and Risk Factors sections of Management's Discussion and Analysis of Financial Conditions and Results of Operations). ABOUT NATIONAL SEMICONDUCTOR National Semiconductor, the industry's premier analog company, creates high performance analog devices and subsystems. National's leading-edge products include power management circuits, display drivers, audio and operational amplifiers, and data conversion solutions. National's key markets include wireless handsets, displays, PCs, networks and a broad range of portable applications. With headquarters in Santa Clara, California, National reported sales of $1.98 billion for fiscal 2004, which ended May 30, 2004. Additional company and product information is available at www.national.com. National Semiconductor is a registered trademark of National Semiconductor Corporation. All other brand or product names are trademarks or registered trademarks of their respective holders. -----END PRIVACY-ENHANCED MESSAGE-----