-----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, AKyP7cSdxiV3hMs0fOogaTaowGvQZ0tQeMOtJD1VJJx/6XKV1XzZ2koKDudL0d6h tb2seCuUVtODutP3eEXVtg== 0000070530-05-000011.txt : 20050315 0000070530-05-000011.hdr.sgml : 20050315 20050315120437 ACCESSION NUMBER: 0000070530-05-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050314 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050315 DATE AS OF CHANGE: 20050315 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: 05680675 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_031405.txt FORM 8-K FOR NEWS RELEASE DATED 3/14/05 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): March 14, 2005 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 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 March 14, 2005 NATIONAL SEMICONDUCTOR CORPORATION Item 8.01 OTHER EVENTS On March 14, 2005, National Semiconductor Corporation announced that it has signed a definitive agreement to sell its PC Super I/O business to Winbond Electronics Corporation, based in Hsinchu Science Park, Taiwan, R.O.C. A copy of the news release is attached as Exhibit 99.1. The information contained in Exhibit 99.1 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 March 14, 2005 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: March 14, 2005 Robert E. DeBarr Controller Signing on behalf of the registrant and as principal accounting officer EX-99 2 ex991_031405.txt EXHIBIT 99.1 FOR NEWS RELEASE DATED 3/14/05 Exhibit 99.1 National Reports Earnings for Second Quarter Fiscal 2005 News Media: Financial: Jeff Weir Jennifer Stratiff National Semiconductor National Semiconductor (408) 721-5199 or (408) 242-4827 (408) 721-5007 jeff.weir@nsc.com invest.group@nsc.com National Semiconductor to Sell PC Super I/O Business SANTA CLARA, CALIF., March 14, 2005 - National Semiconductor Corporation (NYSE:NSM) today announced that it has signed a definitive agreement to sell the company's PC Super I/O business to Winbond Electronics Corporation, based in Hsinchu Science Park, Taiwan, R.O.C. The sale is consistent with National's ongoing program to maximize resources and support for the company's analog businesses. Within National, this business is referred to as the Advanced PC division. Pursuant to the agreement, Winbond will acquire intellectual property, assets and approximately 150 employees, most of whom are based at National's research and design center in Herzlia, Israel. The PC Super I/O business unit's flagship products include the Safekeeper Trusted I/O desktop and notebook devices, keyboard controllers and Server I/O devices. This business accounts for approximately 4 percent of National's current quarterly revenues. "This sale benefits both companies," said Brian L. Halla, National's chairman, president and CEO. "National is committed to focus on its core analog portfolio. Winbond, meanwhile, is well positioned to leverage our digital and mixed-signal IP with their established line of products for the computer, laptop and server markets." "National's Advanced PC division will be a tremendous addition to our company and accelerate our ability to deliver high-end mixed signal, I/O and advanced system solutions to our customers," said Arthur Chiao, Chairman of Winbond. The sale is expected to close during the fourth quarter of fiscal 2005. --more-- 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 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) and the 10-Q for the quarter ended November 28, 2004. 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, communication interface products and data conversion solutions. National's key markets include wireless handsets, displays, PCs and laptops. The company's analog products are also optimized for numerous applications in a variety of electronics markets, including medical, automotive, industrial, and test and measurement. Headquartered 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----