-----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, AOOU4sX94PSpn7nM6zcqYwZ6rCWUbaSuUVWh/hDEypBzavuGORiy8lelgHP+LmfV YBtVd4AAaAR87cbnj9XN5w== 0000070530-05-000037.txt : 20050611 0000070530-05-000037.hdr.sgml : 20050611 20050606171646 ACCESSION NUMBER: 0000070530-05-000037 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050530 FILED AS OF DATE: 20050606 DATE AS OF CHANGE: 20050606 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOONEN MICHAEL CENTRAL INDEX KEY: 0001085396 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06453 FILM NUMBER: 05881168 BUSINESS ADDRESS: BUSINESS PHONE: 4087271885 MAIL ADDRESS: STREET 1: C/O 8X8 INC STREET 2: 2445 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 3 1 edgardoc.xml PRIMARY DOCUMENT X0202 3 2005-05-30 0 0000070530 NATIONAL SEMICONDUCTOR CORP NSM 0001085396 NOONEN MICHAEL STOCK ADMINISTRATION, MAIL STOP C1-640 2900 SEMICONDUCTOR DR. SANTA CLARA CA 95051 0 1 0 0 Sr. VP WW Marketing and Sales Common Stock 272.8063 D Common Stock 92.3287 I by Trust. Non-Qualified Stock Option (right to buy) 6.3 2012-10-17 Common Stock 15000 D Non-Qualified Stock Option (right to buy) 6.545 2013-02-11 Common Stock 12000 D Non-Qualified Stock Option (right to buy) 8.025 2012-08-06 Common Stock 13124 D Non-Qualified Stock Option (right to buy) 8.375 2013-04-15 Common Stock 15000 D Non-Qualified Stock Option (right to buy) 11.625 2009-07-15 Common Stock 60000 D Non-Qualified Stock Option (right to buy) 11.75 2011-09-24 Common Stock 75000 D Non-Qualified Stock Option (right to buy) 17.1 2012-04-16 Common Stock 39000 D Non-Qualified Stock Option (right to buy) 19.1 2010-07-13 Common Stock 40000 D Non-Qualified Stock Option (right to buy) 19.15 2010-01-27 Common Stock 15000 D Non-Qualified Stock Option (right to buy) 19.74 2011-05-09 Common Stock 80000 D The stock option became exercisable in four equal annual installments beginning on October 17, 2003. The stock option became exercisable in four equal annual installments beginning on February 11, 2004. The stock option became exercisable in four equal annual installments beginning on August 6, 2003. The stock option became exercisable in four equal annual installments beginning on April 15, 2004. The stock option became exercisable 25% on July 15, 2004, and then 1/48th per month for the following 36 months. The stock option became exercisable in four equal annual installments beginning on September 24, 2002. The stock option became exercisable in four equal annual installments beginning on April 16, 2003. The stock option becomes exercisable 25% on July 13, 2005 and then 1/48th per month for the following 36 months. The stock option became exercisable 25% on January 27, 2005 and then 1/48th per month for the following 36 months. The stock option becomes exercisable 25% on May 9, 2006 and then 1/48th per month for the following 36 months. The nature of the indirect beneficial ownership shown in item 4 on Table 1 is shares held by the Company's Retirement and Savings Program. As of May 30, 2005, based on unitized valuations provided by the Plan Trustee, 92.3287 shares of NSC stock had been acquired under the NSC Stock Fund in the Company's Savings Plus 401(k) Plan of the Retirement and Savings Program for the benefit of Mr. Noonen. These acquisitions are exempt as Discretionary Transactions under Rule 16b-3(f). By: Susan Schmidt For: Michael E. Noonen 2005-06-06 EX-24 2 poa0505noonen.txt EDGAR SUPPORTING DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of John M. Clark III, Nancy Lucke Ludgus, Susan Schmidt and Piyawan Lee signing singly, the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of National Semiconductor Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or evocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned by delivery of a revised power of attorney or otherwise in a signed writing delivered to the foregoing attorneys- in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of May, 2005. /s/ Michael Noonen Print Name: Michael Noonen -----END PRIVACY-ENHANCED MESSAGE-----