-----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, QOeUPDbAsp+pBgfDnjP4+KS9ZgCOTnXnsLccFK3m4gwUobayyCN/7OqYuohCC5q4 Y7zUjiCmfP8FwzJsb6EkiQ== 0001047469-97-005251.txt : 19971119 0001047469-97-005251.hdr.sgml : 19971119 ACCESSION NUMBER: 0001047469-97-005251 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971118 EFFECTIVENESS DATE: 19971118 SROS: NYSE 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: S-8 POS SEC ACT: SEC FILE NUMBER: 333-38033 FILM NUMBER: 97723242 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 S-8 POS 1 S-8 POS As filed with the Securities and Exchange Commission on November 18, 1997 Registration No. 333-38033-03 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ POST-EFFECTIVE AMENDMENT NO. 3 ON FORM S-8 TO FORM S-4 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 2900 Semiconductor Drive (I.R.S. Employer incorporation or organization) P.O. Box 58090 Identification Number) Santa Clara, California 95052-8090 (Address of principle executive offices) Registrant's telephone number including area code: (408)721-5000
_____________________________ CYRIX CORPORATION EMPLOYEE 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. Box 58090 Santa Clara, CA 95052-8090 (408)721-5000 APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES PURSUANT TO THE PLAN: Promptly after the filing of this Post-Effective Amendment. * Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration Statement pursuant to the procedure described herein. See "INTRODUCTORY STATEMENT." PART I INTRODUCTORY STATEMENT National Semiconductor Corporation (the "Company") hereby amends its Registration Statement on Form S-4 (No. 333-38033) (the "Form S-4"), by filing this Post-Effective Amendment No.3 on Form S-8 (the "Post-Effective Amendment") relating to the sale of up to 73,219 shares of common stock, par value $0.50 per share of the Company ("Common Stock") issuable under the Cyrix Corporation Employee Stock Purchase Plan (the "Plan"). On November 17, 1997, Nova Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company, was merged into Cyrix Corporation, a Delaware corporation ("Cyrix"). As a result of such merger (the "Merger"), Cyrix has become a wholly owned subsidiary of the Company and each outstanding share (other than shares owned by the Company, Cyrix or any direct or indirect wholly owned subsidiary of the Company or Cyrix) of common stock, par value $0.004 per share of Cyrix ("Cyrix Common Stock") has been coverted into .825 shares of Company Common stock. Pursuant to the Merger, the rights of the Plan participants to acquire Cyrix Common stock for the Plan offering period ending December 31, 1997 will constitute rights to acquire, on the same terms and conditions, shares of Company Common Stock in lieu of shares of Cyrix Common Stock. The designation of the Post-Effective Amendment as Registration No. 333-38033-03 denotes that the Post-Effective Amendment relates only to the shares of Company Common Stock issuable under the Plan and that this is the third Post-Effective Amendment to the Form S-4 filed with respect to shares originally registered under the Form S-4. As permitted by the rules of the Securities and Exchange Commission (the "Commission"), this Post-Effective Amendment to the Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Securities Act Rule 428(b). Such documents are not being filed as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENT BY REFERENCE The following documents which have been filed with the Commission under Commission File Number 1-6453 by the Company are hereby incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended May 25, 1997, including the portion of the Company's 1997 Annual Report and the Company's Proxy Statement for the 1997 Annual Meeting of Stockholders incorporated therein by reference; (b) The Company's Quarterly Report on Form 10-Q, as amended, for the period ended August 24, 1997 and the Company's Current Report on Form 8-K dated November 14, 1997; (c) The description of the Common Stock contained in the Company's Registration Statement on Form 8-A filed September 8, 1970; and (d) The description of the Preferred Stock Purchase Rights contained in the Company's Registration Statement on Form 8-A filed August 9, 1988 and any amendments thereto filed for the purpose of updating such description. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed documents which also is or is deemed to be incorporated by reference herein modifies or supersedes such statements. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. II-1 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL In connection with the filing of the Registration Statement, John M. Clark III, Esq. has rendered an opinion to the Company upon the legality of the Common Stock being registered hereunder. At the time of rendering such opinion, Mr. Clark had a substantial interest in the Company, as defined by the rules of the Securities and Exchange Commission, in that the fair market value of the 15,623 shares of Common Stock owned directly and indirectly by him and the 101,000 shares of Common Stock subject to options held by him exceeds $50,000. Also at such time, Mr. Clark was connected with the Company in that he was Senior Vice President, General Counsel and Secretary of the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 102 of the Delaware General Corporation Law ("DGCL") allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for breach of the director's duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for certain unlawful dividends and stock repurchases or (iv) for any transaction from which the director derived an improper personal benefit. Article Thirteenth of the Company's Second Restated Certificate of Incorporation (the "Certificate") provides that no director shall be personally liable to the Company or its stockholders for monetary damages for any breach of his fiduciary duty as a director, except as provided in Section 102 of the DGCL. Section 145 of the DGCL provides that in the case of any action other than one by or in the right of the corporation, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 of the DGCL provides that in the case of an action by or in the right of a corporation to procure a judgment in its favor, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action or suit by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under standards similar to those set forth in the preceding paragraph, except that no indemnification may be made in respect of any action or claim as to which such person shall have been adjudged to be liable to the corporation, unless a court determines that such person is fairly and reasonably entitled to indemnification. II-2 Article Thirteenth of the Company's Certificate provides that the Company shall to the extent permitted by law indemnify any person for all liabilities incurred by or imposed upon him as a result of any action or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, in which he shall be involved by reason of the fact that he is or was serving as a director, officer or employee of the Company or that, at the request of the Company, he is or was serving another corporation or enterprise in any capacity. Article VIII of the Company's By-Laws provides for indemnification of any person who was or is a party to any threatened, pending or completed action, or to any derivative proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or was serving at the request of the corporation in that capacity for another corporation if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct unlawful. The Company has purchased and maintains at its expense on behalf of directors and officers insurance, within certain limits, covering liabilities that may be incurred by them in such capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. TABLE OF EXHIBITS 4.1 Second Restated Certificate of Incorporation of the Company, as amended (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-3 Registration No. 33-52775, which became effective March 22, 1994); Certificate of Amendment of Certificate of Incorporation dated September 30, 1994 (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-8 Registration No. 333-09957 which became effective August 12, 1996.) 4.2 By-Laws of the Company (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-8 Registration No. 333-36733, which became effective September 30, 1997.) 4.3 Form of Common Stock Certificate (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-3 Registration No. 33-48935, which became effective October 5, 1992.) 4.4 Rights Agreement (incorporated by reference from the Exhibits to the Company's Registration Statement on Form 8-A filed August 10, 1988). First Amendment to the Rights Agreement dated as of October 31, 1995 (incorporated by reference from the Exhibits to the Company's Amendment No. 1 to the Registration Statement on Form 8-A filed December 11, 1995). Second Amendment to the Rights Agreement dated as of December 17, 1996 (incorporated by reference from the Exhibits to the Company's Amendment No. 2 to the Registration Statement on Form 8-A filed January 17, 1997.) II-3 5.1 Opinion re Legality 10.1 Cyrix Corporation Employee Stock Purchase Plan 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (Included in Exhibit 5) 24.1 Power of Attorney ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the Prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information required to be included in a post-effective amendment by those paragraphs that is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement; II-4 (2) That, for the purpose of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforeceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this post-effective amendment on Form S-8 to the Registration Statement on Form S-4 (Registration No. 333-38033-03) and has duly caused this post-effective amendment on Form S-8 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, California, on the 17th day of November 1997. 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, THIS POST-EFFECTIVE AMENDMENT ON FORM S-8 TO THE REGISTRATION STATEMENT ON FORM S-4 (REGISTRATION NO. 333-38033-03) HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 17TH DAY OF NOVEMBER 1997. BRIAN L. HALLA* Chairman of the Board, President and - ---------------------------------- Chief Executive Offficer (Principal (Brian L. Halla) Executive Officer) DONALD MACLEOD* Executive Vice President, Finance - ---------------------------------- and Chief Financial Officer (Donald Macleod) (Principal Financial Officer) RICHARD D. CROWLEY, JR.* Vice President and Controller - ---------------------------------- (Principal Accounting Officer) (Richard D. Crowley, Jr.) GARY P. ARNOLD* Director - ---------------------------------- (Gary P. Arnold) ROBERT BESHAR* Director - ---------------------------------- (Robert Beshar) EDWARD R. McCRACKEN* Director - ---------------------------------- (Edward R. McCracken) MODESTO A. MAIDIQUE* Director - ---------------------------------- (Modesto A. Maidique) J. TRACY O'ROURKE* Director - ---------------------------------- (J. Tracy O'Rourke) CHARLES E. SPORCK* Director - ---------------------------------- (Charles E. Sporck) DONALD E. WEEDEN* Director - ---------------------------------- (Donald E. Weeden) *By: //S// JOHN M. CLARK III ----------------------------- John M. Clark III Attorney-in-Fact II-6 NATIONAL SEMICONDUCTOR CORPORATION EXHIBIT INDEX Exhibit Page Number Description of Exhibit Number - ------------------------------------------------------------------------------ 4.1 Second Restated Certificate of Incorporation of the Company, as amended (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-3 Registration No. 33-52775, which became effective March 22, 1994); Certificate of Amendment of Certificate of Incorporation dated September 30, 1994 (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-8 Registration No. 333-09957 which became effective August 12, 1996.) 4.2 By-Laws of the Company (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-8 Registration No. 333-36733, which became effective September 30, 1997). 4.3 Form of Common Stock Certificate (incorporated by reference from the Exhibits to the Company's Registration Statement on Form S-3 Registration No. 33-48935, which became effective October 5, 1992). 4.4 Rights Agreement (incorporated by reference from the Exhibits to the Company's Registration Statement on Form 8-A filed August 10, 1988). First Amendment to the Rights Agreement dated as of October 31, 1995 (incorporated by reference from the Exhibits to the Company's Amendment No. 1 to the Registration Statement on Form 8-A filed December 11, 1995). Second Amendment to the Rights Agreement dated as of December 17, 1996 (incorporated by reference from the Exhibits to the Company's Amendment No. 2 to the Registration Statement on Form 8-A filed January 17, 1997.) 5.1 Opinion re Legality 10.1 Cyrix Corporation Employee Stock Purchase Plan 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (Included in Exhibit 5) 24.1 Power of Attorney II-7 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 November 17, 1997 Board of Directors National Semiconductor Corporation 2900 Semiconductor Drive Santa Clara, California 95051 Gentlemen: At your request, I have examined the post-effective amendment No. 3 on Form S-8 ("Post-Effective Amendment") to the registration statement on Form S-4 (Registration No. 333-38033-03) (the "Registration Statement") which you are filing with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for registration of an additional 73,219 shares of Common Stock, par value $0.50 per share (the "Shares") of National Semiconductor Corporation (the "Company") pursuant to the Cyrix Corporation Employee Stock Purchase Plan (the "Plan"). In connection with this opinion, I have examined the Plan, the Company's Certificate of Incorporation and By-Laws, as amended, and such other documents and records as deemed necessary as a basis for this opinion. Based on the foregoing, I am of the opinion that the Shares, when sold and issued in accordance with the Plan, the Post-Effective Amendment, the Registration Statement, the related final prospectus, and applicable state laws, will be legally issued, fully paid and nonassessable. I consent to the filing of this opinion as an Exhibit to the Post-Effective Amendment on Form S-8 to the Registration Statement. Very truly yours, //S// JOHN M. CLARK III JOHN M. CLARK III Senior Vice President, General Counsel & Secretary EX-10.1 3 EXHIBIT 10.1 Exhibit 10.1 CYRIX CORPORATION EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED, JANUARY 26, 1995) 1. PURPOSE: The Cyrix Corporation Employee Stock Purchase Plan (the "Plan") is intended to provide a method whereby employees of Cyrix Corporation, a Delaware corporation (the "Company"), and its subsidiaries will have an opportunity to acquire an equity interest in the Company through the purchase of shares of the Common Stock of the Company. It is the intention of the Company that the rights to purchase Common Stock of the Company granted under the Plan be considered options issued under an "employee stock purchase plan" as that term is defined in Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of Section 423(b) of the Code. 2. DEFINITIONS: (a) "Base pay" shall mean regular straight-time earnings excluding payments for overtime, shift premium, bonuses and other special payments, commissions and other incentive payments. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Common Stock" shall refer to the class of stock which, as of the effective date of this Plan, is designated as common stock of the Company. (d) "Committee" shall mean the Compensation Committee appointed by the Board of Directors in accordance with Section 3 of the Plan. (e) "Employee" shall mean any person who is customarily employed on a full-time or part-time basis by the Company and is regularly scheduled to work more than 20 hours per week and more than five months per year. (f) "Market Value" of the Company's Common Stock shall be determined by the lower of the closing price of the Common Stock on the Offering Commencement Date or Offering Termination Date for each Offering on which trading occurred on the NASDAQ National Market System (or other quotation system or stock exchange on which the Common Stock then trades), or, if on either of such dates no closing price was 1 reported, on the last preceding date on which a closing price of the Common Stock was reported. In the event the Common Stock is not publicly traded on an Offering Commencement Date or Offering Termination Date, the determination of its Market Value shall be made by the Committee in such manner as it deems appropriate. (g) "Offering" shall have the meaning as described in Section 4 of the Plan. (h) "Offering Commencement Date" shall mean the date on which each Offering under the Plan commences. (i) "Offering Termination Date" shall mean each June 30 and December 31 on which each Offering terminates. (j) "Option" shall mean an option to purchase Common Stock granted under the Plan. (k) "Participant" shall refer to an eligible Employee who participates in the Plan in accordance with the provisions contained herein. (l) "Stock Administrator" shall mean an Employee or Employees designated by the Committee to perform certain day-to-day administrative functions to implement the Plan. 3. ADMINISTRATION: The Plan shall be administered by the Compensation Committee (the Committee) of the Company appointed by the Board of Directors of the Company (the "Board of Directors"). Members of the Committee shall not be full-time or part-time employees of the Company. Accordingly, no member of the Committee shall be eligible to purchase Common Stock under the Plan. Subject to the express provisions of the Plan, the Committee shall have plenary authority in its discretion to interpret and construe any and all provisions of the Plan, to adopt rules and regulations for administering the Plan, and to make all other determinations deemed necessary or advisable for administering the Plan. The Committee's determination on the foregoing matters shall be conclusive. Any member of the Committee may resign by submitting a letter of resignation to the Board of Directors. Further, the Board of Directors may from time to time appoint members of the Committee in substitution for, or in addition to, members previously appointed and may fill vacancies in the Committee. The Committee may correct any defect or omission or reconcile any inconsistency in the Plan, in the manner and to the extent it shall deem desirable. Any decision or determination reduced to writing and signed by a majority of the members of the Committee shall be effective as if it had been made by a majority vote at a meeting of the Committee duly called and held. 2 The Committee may designate an Employee or Employees to serve as Stock Administrator to implement the provisions of, and interpretations by the Committee, of the Plan. In absence of the designation by the Committee of a Stock Administrator, any reference herein to the Stock Administrator shall be deemed to be a reference to the Committee. 4. OFFERINGS: The Plan will be implemented by two six-month offerings per year commencing January 1 and July 1 (each, an "Offering") except for the first Offering. The first Offering under the Plan shall begin on August 1, 1993 and will terminate December 31, 1993. Subsequent Offerings will begin on January 1 and July 1, terminating on June 30 and December 31 of such year, respectively. 5. SHARES SUBJECT TO THE PLAN: The maximum number of shares of Common Stock issuable under the Plan, subject to adjustment in accordance with Section 13 hereof, shall be 500,000. The maximum number of shares of Common Stock issuable in each Offering shall be 60,000 plus all unissued shares from prior Offerings, not to exceed 500,000. If the total number of shares of Common Stock for which Options are exercised on any Offering Termination Date exceeds the maximum number of shares for the applicable Offering, the Company shall make a pro rata allocation of the shares available for delivery and distribution in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable, and the balance of payroll deductions credited to the account of each Participant under the Plan shall be returned to each Participant as promptly as possible. 6. TERM OF PLAN: The Plan shall become effective on the date of the effectiveness of the registration statement on Form S-1, filed in connection with the Company's initial public offering of Common Stock. Unless earlier terminated pursuant to the provisions of Section 12 hereof, the Plan shall continue in effect through the consummation of the transactions necessary to complete the Offering terminating December 31, 2002. 7. ELIGIBILITY AND PARTICIPATION: INITIAL ELIGIBILITY: Any Employee who shall have completed ninety (90) days employment with the Company shall be eligible to participate in Offerings under the Plan which commence on or after such ninety day period of employment has concluded, provided Employee is still employed with the Company. Directors who are not full-time or part-time officers or Employees are not eligible to participate in the Plan. LEAVE OF ABSENCE: For purposes of participation in the Plan, a person on leave of absence shall be deemed to be an Employee for the first 90 3 days of such leave of absence and such Employee's employment shall be deemed to have terminated at the close of business on the 90th day of such leave of absence unless such Employee shall have returned to regular full-time or part-time employment prior to close of business on the 90th day. Termination by the Company of any Employee's leave of absence other than by such Employee's return to full-time, or part-time employment, shall terminate an Employee's employment for all purposes of the Plan and shall terminate such Employee's participation in the Plan and right to exercise any Options. RESTRICTIONS ON PARTICIPATION: Notwithstanding any provisions of the Plan to the contrary, no Employee shall be permitted to purchase Common Stock under the Plan: (a) if, immediately after the grant, such Employee would own stock and/or hold outstanding options or other rights to purchase capital stock of the Company possessing 5% or more of the total combined voting power or fair market value (as determined by the Committee) of all outstanding shares of capital stock of the Company (for purposes of this paragraph, the rules of Section 424(d) of the Code shall apply in determining stock ownership of any employee), or (b) which permits such Employee's rights to purchase capital stock under all employee stock purchase plans of the Company to accrue at a rate which exceeds $25,000 in fair market value of the capital stock of the Company (determined at the time such option or right is granted) for each calendar year in which such option or right is outstanding. PARTICIPATION: An eligible Employee may become a Participant by completing an authorization form (an "Authorization") for payroll deduction and providing the Authorization to the Company within the time specified in the Offering in such form as the Stock Administrator provides. Payroll deduction for a Participant shall commence on the applicable Offering Commencement Date when the authorization for a payroll deduction becomes effective. Once a Participant is enrolled, he will automatically be enrolled as a Participant in all Offerings unless the Participant terminates enrollment, becomes ineligible, or the Plan is terminated. 8. PAYROLL DEDUCTIONS: AMOUNT OF DEDUCTION: An eligible Employee may become a Participant in an Offering by delivering a completed Authorization to the Stock Administrator within the time period specified which shall authorize payroll deductions of up to 10% (in increments of 1%) of such Participant's Base Pay during the Offering, not to exceed the maximum number of shares that each Participant can purchase in each Offering (250 shares of Common Stock). PARTICIPANT'S ACCOUNT: All payroll deductions made for a Participant 4 shall be credited to his account under the Plan. At any time during an Offering period, a Participant may terminate his payroll deduction. A Participant may not make any separate cash payment into such account except when on leave of absence and then only as provided in this Section 8. Other than discontinuing participation, a Participant may not otherwise change the terms of his participation in an Offering. Specifically, a Participant may not change his payroll deduction percentage for such Offering. LEAVE OF ABSENCE: If a Participant takes a leave of absence, such Participant shall have the right to elect: (i) to withdraw the balance of the Participant's account, (ii) to discontinue contributions to the Plan but remain a Participant in the Plan, or (iii) to remain a Participant in the Plan during such leave of absence, authorizing deductions to be made from payment by the Company to the Participant during such leave of absence. If the Participant agrees to remain a Participant in the Plan during such leave of absence, the Participant agrees to make cash payments to the Plan at the end of each payroll period to the extent that amounts payable by the Company to such Participant are insufficient to meet such Participant's authorized payroll deduction. PARTICIPANTS SUBJECT TO SECTION 16 OF THE EXCHANGE ACT: Notwithstanding the other provisions of this Plan except the provisions set forth in Section 7, any Participant subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder, shall not have the opportunity to withdraw or discontinue payroll deductions with respect to an Offering after such Participant completes an Authorization and the Offering period has commenced provided that such Participant remains an Employee and subject to such requirements. 9. GRANT OF OPTION: On the Offering Commencement Date, a participating Employee shall be deemed to have been granted an Option (each, an "Option") to purchase a maximum number of shares of Common Stock equal to an amount determined as follows: an amount equal to (i) that percentage of the Employee's Base Pay which he has elected to have withheld up to 10% multiplied by (ii) the Participant's Base Pay during the period of the Offering (iii) divided by 85% of the Market Value of the Common Stock. The maximum number of shares of Common Stock that each Participant can purchase in each Offering is 250, subject to adjustment pursuant to the provisions of Section 13 hereof. 10. EXERCISE OF OPTION: AUTOMATIC EXERCISE: On each Offering Termination Date, each Participant's accumulated payroll deduction (without any increase for interest) will be applied to the purchase of whole shares of Common 5 Stock in accordance with the formula in Section 9, up to a maximum of 250 shares of Common Stock per employee. No fractional shares shall be issued upon the exercise of Options granted under the Plan. The amount, if any, of accumulated payroll deductions remaining in each Participant's account after the purchase of whole shares of Common Stock will be held in each such Participant's account for the purchase of shares under the next Offering under the Plan unless a Participant elects to withdraw from the Plan. NON-TRANSFERABILITY OF OPTION: During a Participant's lifetime, Options held by such Participant under the Plan shall be exercisable only by that Participant. DELIVERY OF STOCK: As promptly as is practicable after the Offering Termination Date of each Offering, the Company will deliver to each Participant, as appropriate, the Common Stock purchased upon exercise of Participant's option. 11. WITHDRAWAL: GENERAL: A Participant may withdraw payroll deductions credited to his account under the Plan at any time by giving written notice to the Stock Administrator of the Company. All of the Participant's payroll deductions credited to the account will be paid promptly after receipt of the notice of withdrawal and no further payroll deductions will be made from the Participant's pay during such Offering. The Company may treat any attempt to borrow by an Employee on the security of accumulated payroll deductions as an election to withdraw such payroll deductions. EFFECT ON SUBSEQUENT PARTICIPATION: A Participant's withdrawal from any Offering will not have any effect upon his eligibility to participate in any succeeding Offering or in any similar plan which may hereafter be adopted by the Company. TERMINATION OF EMPLOYMENT: Upon termination of the Participant's employment for any reason, including retirement (but excluding death while in the employ of the Company or continuation of a leave of absence for a period beyond 90 days), the payroll deductions credited to the participant's account will be returned to the Participant or, in the case of death subsequent to termination of employment, to the person or persons entitled to receive such payroll deductions as determined in accordance with the provisions of Section 14 hereof. TERMINATION OF EMPLOYMENT DUE TO DEATH: Upon termination of the Participant's employment because of death, the Participant's beneficiary shall have the right to elect, by written notice given to the Stock Administrator prior to the earlier of the Offering Termination Date or the expiration of a period of sixty (60) days commencing with the date of the death of the Participant, either: 6 (a) to withdraw all of the payroll deductions credited to the Participant's account under the Plan, or (b) to exercise the Participant's option for the purchase of Common Stock on the Offering Termination Date next following the date of the Participant's death for the purchase of the number of whole shares of Common Stock which the accumulated payroll deductions in the Participant's account at the date of the Participant's death will purchase in accordance with the formula set forth in Section 9 hereof, and any excess in such account will be returned to said beneficiary, without interest. In the event that no such written notice of election shall be duly received by the Stock Administrator of the Company, the beneficiary shall automatically be deemed to have elected, pursuant to paragraph (b), to exercise the participant's option. LEAVE OF ABSENCE: A Participant on leave of absence shall continue to be a Participant in the Plan so long as such Participant is on continuous leave of absence. A Participant who has been on leave of absence for more than 90 days and who is therefore not an Employee for the purpose of the Plan shall not be entitled to participate in any Offering commencing after the 90th day of such leave of absence. Notwithstanding any other provisions of the Plan, unless a Participant on leave of absence returns to regular full-time or part-time employment with the Company at the earlier of (a) the termination of such leave of absence or (b) the 90th day of such leave of absence, such Participant's participation in the Plan shall terminate on whichever of such dates first occurs, and the payroll deductions credited to the Participant's account will be returned to the Participant without interest. 12. AMENDMENT AND TERMINATION: The Board of Directors shall have complete power and authority to terminate or amend the Plan; provided, however, that the Board of Directors shall not, without the approval of the stockholders of the Company, (i) materially increase the benefits accruing to Participants under the Plan, (11) materially increase the maximum number of shares of Common Stock which may be issued under the Plan, (iii) materially modify requirements as to the class of Employees eligible to participate in the Plan, or (iv) permit the members of the Committee to participate in the Plan. No termination, modification, or amendment of the Plan may adversely affect the rights of a Participant having an outstanding Option under the Plan without the consent of such Participant. 13. RECAPITALIZATION OR REORGANIZATION: If, at any time while any Options are outstanding, the outstanding shares of Common Stock have increased, decreased, changed into, or been exchanged for a different number or kind of shares or securities of the 7 Company through reorganization, merger, recapitalization, reclassification, stock split, reverse stock split, stock dividend, or similar transaction, appropriate and proportionate adjustments may be made by the Committee in the number and/or kind of shares which are subject to purchase under outstanding Options and on the exercise price or prices applicable to such outstanding Options. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or upon a sale of substantially all of the property or stock of the Company to another corporation, the holder of each Option then outstanding under the Plan shall thereafter be entitled to receive at the next Offering Termination Date upon the exercise of such Options for each share as to which such Option shall be exercised, as nearly as reasonably may be determined, the cash, securities and/or property which a holder of one share of the Common Stock was entitled to receive upon and at the time of such transaction. The Board of Directors shall take such steps in connection with such transaction as it shall deem necessary to assure that all Participants shall receive the cash, securities and/or property as to which they may thereafter be entitled. 14. MISCELLANEOUS: HOLDING PERIOD: An Employee must notify the Company promptly if the Employee disposes of Common Stock acquired under the Plan within two years of the date Options were granted hereunder to purchase such Common Stock. RESTRICTIONS ON EXERCISE: Common Stock shall not be issued pursuant to the exercise of an Option, unless the exercise of such Option and the issuance and delivery of such shares of Common Stock pursuant thereto shall comply with all relevant provisions of law, including, without limitations, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or quotation system upon which the Common Stock may then be traded, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the Participant to represent and warrant at the time of such exercise that such shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. REGISTRATION OF STOCK: Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant, or, if the Participant so directs by written notice to the Stock Administrator 8 of the Company prior to the Offering Termination Date, in the names of the Participant and one such other person as may be designated by the Participant as joint tenants with rights of survivorship or as tenants by the entireties, to the extent permitted by applicable law. DESIGNATION OF BENEFICIARY: A Participant may file a written designation of beneficiary who is to receive any Common Stock and/or payroll deductions remaining in such Participant's account. Such designation of beneficiary may be changed by the Participant at any time by written notice to the Stock Administrator. Upon the death of a Participant and upon receipt by the Stock Administrator of proof of identity and existence at the Participant's death of a beneficiary validly designated by him under the Plan, the Company shall deliver Common Stock and/or payroll deductions remaining in such Participant's account to such beneficiary. In the event of death of a Participant and in the absence of a beneficiary designated under the Plan who is living at the time of such Participant's death, the Stock Administrator shall deliver such Common Stock and/or remaining payroll deductions to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed to the knowledge of the Stock Administrator, the Stock Administrator may deliver such Common Stock and/or remaining payroll deductions to the spouse or to any one or more dependents of the Participant as the Committee may designate. No beneficiary shall, prior to death of the Participant, acquire any interest in the stock or payroll deductions credited to the Participant's account. TRANSFERABILITY: Neither payroll deductions credited to a Participant's account nor any rights to exercise an Option or to receive Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way by a Participant other than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge or other disposition shall be without effect, except that the Committee may treat such act as an election by a Participant to withdraw his from an Offering or from the Plan. PARTICIPANT'S INTEREST IN OPTION STOCK: Each Participant shall not have any rights or interest in the shares of Common Stock exercisable under an Option until such Option has been exercised in accordance with the provisions of the Plan. USE OF FUNDS: All payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate purpose and the Company shall not be obligated to segregate such payroll deductions from other Company assets. NO EMPLOYMENT RIGHTS: The Plan does not, directly or indirectly, create any right for the benefit of any Employee or class of Employees to purchase any shares under the Plan, or create in any Employee or class of Employees any right with respect to continuation of employment by the 9 Company, and it shall not be deemed to interfere in any way with the Company's right to terminate, or otherwise modify, an Employee's employment at any time. SECURITIES LAWS: With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Board of Directors or the Committee fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Committee. GOVERNING LAW: The provisions of this Plan shall be governed by and construed in accordance with the laws of the State of Texas. 10 EX-23.1 4 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors National Semiconductor Corporation: We consent to incorporation by reference in the Post-Effective Amendment No. 3 on Form S-8 to the Form S-4 Registration Statement of National Semiconductor Corporation and subsidiaries, of our report dated June 4, 1997, except as to Note 15, which is as of July 28, 1997, relating to the consolidated balance sheets of National Semiconductor Corporation and subsidiaries as of May 25, 1997, and May 26, 1996, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended May 25, 1997 and the related financial statement schedule, which report appears on page 53 of the 1997 Annual Report on Form 10-K of National Semiconductor Corporation. Our report refers to a change in the method of accounting for depreciation in fiscal 1996. /s/ KPMG PEAT MARWICK LLP San Jose, California November 17, 1997 EX-24.1 5 EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons hereby constitutes and appoints Brian L. Halla, Donald Macleod, and John M. Clark III, and each of them singly, his true and lawful attorney-in-fact and in his name, place, and stead, and in any and all of his offices and capacities with National Semiconductor Corporation, to sign the Registration Statement with which this Power of Attorney is filed, and any and all amendments to said Registration Statement, and generally to do and perform all things and acts necessary or advisable in connection therewith, and each of the undersigned hereby ratifies and confirms all that each of said attorneys-in-fact may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has hereunto executed this Power of Attorney as of the date set forth opposite his signature. SIGNATURE DATE --------- ---- /s/ BRIAN L. HALLA October 16, 1997 - --------------------------------- Brian L. Halla /s/ GARY P. ARNOLD October 16, 1997 - --------------------------------- Gary P. Arnold /s/ ROBERT BESHAR October 16, 1997 - --------------------------------- Robert Beshar /s/ MODESTO A. MAIDIQUE October 15, 1997 - --------------------------------- Modesto A. Maidique /s/ EDWARD R. McCRACKEN October 17, 1997 - --------------------------------- Edward R. McCracken /s/ J. TRACY O'ROURKE October 20, 1997 - --------------------------------- J. Tracy O'Rourke /s/ CHARLES E. SPORCK October 17, 1997 - --------------------------------- Charles E. Sporck /s/ DONALD E. WEEDEN October 16, 1997 - --------------------------------- Donald E. Weeden /s/ DONALD MACLEOD October 15, 1997 - --------------------------------- Donald Macleod /s/ RICHARD D. CROWLEY, JR. October 15, 1997 - --------------------------------- Richard D. Crowley, Jr. -----END PRIVACY-ENHANCED MESSAGE-----