8-K 1 form8k_092205.txt FORM 8-K FOR RASP AMENDMENT 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 22, 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 Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits 3 Signature 4 Exhibits: 10.1 Equity Compensation Plan not approved by Stockholders: Amendment Eight to the Retirement and Savings Program NATIONAL SEMICONDUCTOR CORPORATION Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On September 22, 2005, the Administrative Committee of the National Semiconductor Corporation ("National" or the "Company") Retirement and Savings Program ("RASP") formally approved Amendment No. Eight to the Company's RASP. Under SEC rules, the RASP is considered a material agreement of the Company. A copy of Amendment No. 8 is attached hereto as Exhibit 10.1. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits Exhibit No. Description of Exhibit 10.1 Equity Compensation Plan not approved by Stockholders: Amendment Eight to the Retirement and Savings Program 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 SEMICONDCUTOR CORPORATION Dated: September 22, 2005 /S/ JOHN M. CLARK III ---------------------------------- John M. Clark III Senior Vice President Signing on behalf of the registrant EXHIBIT 10.1 AMENDMENT EIGHT TO THE NATIONAL SEMICONDUCTOR CORPORATION RETIREMENT AND SAVINGS PROGRAM WHEREAS National Semiconductor Corporation (the "Employer") has adopted the National Semiconductor Corporation Retirement and Savings Program, amended and restated effective June 1, 1997 (the "Plan"); and WHEREAS all assets relating to the Comlinear Corporation 401(k) Retirement Savings Plan (the "Comlinear Plan") were distributed from the Plan prior to July 1, 2005, the Employer wishes to amend the Plan to reflect the inapplicability of the spousal consent requirements that previously arose as a result of the transfer of Comlinear Plan assets into this Plan; and WHEREAS the Employer wishes to eliminate the lookback rule relating to involuntary cashouts and to permit the rollover of involuntary cashouts in excess of $1,000 to an individual retirement account; and WHEREAS Sections 16.03H and 21.02 of the Plan provide that the Plan may be amended by the Employer, by action of its Board of Directors, or with respect to adminstrative provisions, by action of the Committee; NOW, THEREFORE, the Employer hereby adopts this Amendment Eight as provided below: 1. Effective August 1, 2005, Section 12.01 A.4 is hereby amended by the addition of the following new subparagraph at the end thereof: f. Effective August 1, 2005, this Section 12.01 A.4 shall no longer apply. 2. Effective after March 27, 2005, but before August 1, 2005, the first paragraph of Section 12.01 B.1 is hereby amended by inserting "or exceeds $1,000 after March 27, 2005, but before August 1, 2005" before the word "payment" the first time it appears in the second sentence thereof. 3. Effective August 1, 2005, the first paragraph of Section 12.01 B.1 is hereby amended in its entirety as follows: Payment to a terminated Participant shall be made within a reasonable time following the Participant's Termination Date. If the value of a Participant's nonforfeitable Account balance exceeds $5,000, payment shall not be made unless the Participant consents in writing to the payment. For purposes of the preceding sentence, the value of a Participant's nonforfeitable Account balance shall be determined without regard to that portion of the Account balance that is attributable to rollover contributions (and earnings allocable thereto) within the meaning of sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the Participant fails to consent to the distribution, such failure shall be deemed to be an election to defer distribution. Distribution may commence as of any subsequent date as of which the Participant elects to receive such distribution, subject to Section 12.01 B.3 below. 4. Effective August 1, 2005, Section 12.07 E is hereby amended by the addition of the following new sentence at the end thereof: Effective August 1, 2005, this Section 12.07 E shall no longer apply. 5. Section 12.08 is hereby amended by the addition of the following new paragraph at the end thereof: D. This paragraph D shall apply to distributions made on or after August 1, 2005: In the event of a mandatory distribution greater than $1,000 in accordance with the provisions of Section 12.01, if the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly in accordance with Section 12.01, then the Committee will pay the distribution in a direct rollover to an individual retirement plan designated by the Committee. IN WITNESS WHEREOF this Amendment Eight is signed this 22nd day of September, 2005. //S// EDWARD J. SWEENEY ----------------------- Edward J. Sweeney Chairman, Retirement and Savings Program Administrative Committee