-----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, CnL4wWrZc4RQG1LzTTSxjz1eAaZ3MIF6jXSwARUgYsY1A5cxY3b+jweDHqtkUnlL MKV96zvba9RPVUVvZxh+8w== 0001047469-97-005249.txt : 19971119 0001047469-97-005249.hdr.sgml : 19971119 ACCESSION NUMBER: 0001047469-97-005249 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: 97723240 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 As filed with the Securities and Exchange Commission on November 18, 1997 Registration No. 333-38033-02 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ POST-EFFECTIVE AMENDMENT NO. 2 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 NON-DISCRETIONARY NON-EMPLOYEE DIRECTORS STOCK 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.2 on Form S-8 (the "Post-Effective Amendment") relating to the sale of up to 56,719 shares of common stock, par value $0.50 per share of the Company ("Common Stock") issuable upon the exercise of stock options granted under the Cyrix Corporation Non-Discretionary Non-Employee Directors Stock 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, each outstanding option issued pursuant to the Plan will no longer be exercisable for shares of Cyrix Common Stock but instead will constitute an option to acquire, on the same terms and conditions as were applicable under such option, shares of Company Common Stock in lieu of shares of Cyrix Common Stock. The designation of the Post-Effective Amendment as Registration No. 333-38033-02 denotes that the Post-Effective Amendment relates only to the shares of Company Common Stock issuable upon exercise of stock options under the Plan and that this is the second 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 incoporated 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 Non-Discretionary Non-Employee Directors Stock 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. 333-38033-02) 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. 333-38033-02) 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 Non-Discretionary Non-Employee Directors Stock 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. 2 on Form S-8 ("Post-Effective Amendment") to the registration statement on Form S-4 (Registration No. 333-38033-02) (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 56,719 shares of Common Stock, par value $0.50 per share (the "Shares") of National Semiconductor Corporation (the "Company") pursuant to the Cyrix Corporation Non-Discretionary Non-Employee Directors Stock 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 NON-DISCRETIONARY NON-EMPLOYEE DIRECTORS STOCK PLAN 1. PURPOSES OF THE PLAN. This NON-DISCRETIONARY NON-EMPLOYEE DIRECTORS STOCK PLAN (the "PLAN") is intended to promote the interests of Cyrix Corporation, a Delaware corporation (the "COMPANY"), and its stockholders by helping to attract and retain highly-qualified independent directors, and allowing them to develop a sense of proprietorship and personal involvement in the development and financial success of the Company. Accordingly, the Company shall grant to directors of the Company who are not, and who have not been at any time since their most recent election (or re-election) as directors, employees of the Company or any of its subsidiaries ("NON-EMPLOYEE DIRECTORS") options (each, an "OPTION") to purchase shares of the common stock, $.004 par value per share, of the Company ("COMMON STOCK"), as hereinafter set forth. Options granted under this Plan shall be options that do not constitute incentive stock options within the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the "CODE"). 2. GRANT OF OPTIONS. Options shall be granted under the Plan only to individuals who are Non-employee Directors of the Company (the "OPTIONEES"). On the date of adjournment of the Company's 1995 annual meeting of stockholders and on January 1 of each year commencing January 1, 1996 and continuing through the expiration or termination of the Plan, the Company will grant to each Non-employee Director an option to purchase 10,000 shares of Common Stock reduced by that number of shares equal to the product of (i) 1,250 multiplied by (ii) the number of regularly scheduled meetings of the Company's Board of Directors (the "BOARD OF DIRECTORS") during the immediately preceding calendar year that such director failed to attend (while a director) either in person or by telephone; provided, however, that no Option shall be granted pursuant to this Plan to any Non-employee Director who, prior to the date such Option would have been granted to such Non-employee Director, delivers written notice to the Company of his intent not to seek re-election to the Board of Directors at the Company's next annual meeting of stockholders. If, as of any date that this Plan is in effect, there are not sufficient shares of Common Stock available under the Plan to allow for the grant to each Non-employee Director of an Option for the number of shares provided herein, each such director shall receive his pro rata share of Options for which shares of Common Stock are available for issuance. All Options granted under this Plan shall be at the Option price set forth in Section 5 hereof and shall be subject to adjustment as provided in Section 7 hereof. 1 3. SHARES SUBJECT TO THE PLAN. The aggregate number of shares of Common Stock that may be issued pursuant to Options granted under this Plan shall not exceed 200,000 (subject to adjustment as provided in Section 7). Such shares may consist of authorized but unissued shares of Common Stock or previously issued shares of Common Stock reacquired by the Company. Any of such shares that remain unissued and that are not subject to outstanding Options at the termination of this Plan shall cease to be subject to this Plan, but, until termination of this Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements of this Plan. Should any Option hereunder expire or terminate prior to its exercise in full, the shares of Common Stock theretofore subject to such Option may again be subject to an Option granted under this Plan to the extent permitted under Rule 16b-3 ("RULE 16b-3") of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). Exercise of an Option in any manner shall result in a decrease in the number of shares of Common Stock that may thereafter be available for purposes of the Plan by the number of shares as to which the Option is exercised. 4. OPTION AGREEMENTS. Each Option shall be evidenced by a written agreement in the form attached as Annex A to this Plan. 5. OPTION PRICE. The purchase price for a share of Common Stock issued under each Option granted pursuant to this Plan shall be the fair market value for the Common Stock at the time the Option is granted. For all purposes under the Plan, the fair market value of a share of Common Stock on a particular date shall mean the reported closing price of the Common Stock on the NASDAQ National Market System on the last trading day immediately prior to such date. 6. NON-TRANSFERABILITY OF OPTIONS. Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Employee Retirement Income Security Act ("ERISA"), or the rules thereunder. The designation of a beneficiary by an Optionee does not constitute a transfer. An Option may be exercised, during the lifetime of the Optionee, only by the Optionee or a transferee permitted by this Section 6. 7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. (i) Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Except as expressly provided herein, no issuance by the Company 2 of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option. (ii) In the event of the proposed dissolution or liquidation of the Company, the Company shall notify the Optionee that for a period of thirty (30) days from the date of such notice, each Optionee shall have the right to exercise his Option as to all or any part of the optioned stock, including shares as to which the Option would not otherwise be exercisable. In such event, the Option shall terminate upon the expiration of such period. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Company shall notify the Optionee that for a period of thirty (30) days from the date of such notice, each Optionee shall have the right to exercise his Option as to all or any part of the optioned stock, including shares as to which the Option would not otherwise be exercisable. In such event, the Option shall terminate upon the expiration of such period. 8. TERM OF THE PLAN. This Plan shall be effective on approval by the holders of the outstanding shares or written consent of the stockholders of the Company in the manner required by Rule 16b-3. Except with respect to Options then outstanding, if not sooner terminated under the provisions of Section 7 or Section 9, the Plan shall terminate upon, and no further Options shall be granted, as of the date that the remaining number of shares of Common Stock that may be issued under the Plan pursuant to Section 3 is not sufficient to cover the Options required to be granted under Section 2. 9. AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors in its discretion may terminate this Plan at any time with respect to any shares of Common Stock for which Options have not theretofore been granted. The Board of Directors shall have the right to alter or amend this Plan or any part hereof from time to time; provided, that this Plan shall not be amended more than once every six months, other than to comport with changes in the Code, ERISA or the rules thereunder; and provided, further, that no change in any Option heretofore granted may be made that would impair the rights of an Optionee without the consent of such Optionee; and provided, further, that the Board of Directors may not make any alteration or amendment that would materially increase the benefits accruing to participants under this Plan, increase the aggregate number of shares that may be issued pursuant to the provisions of this Plan, modify the requirements as to eligibility for participation in the Plan or extend the term of this Plan without the approval of the stockholders of the Company. 10. COMPLIANCE WITH SECTION 16. It is intended that this Plan and any grant of an Option made to a person subject to Section 16 of the Exchange Act meet all of the requirements of Rule 16b-3, as currently in effect or as hereinafter modified or amended. If any provision of this Plan or any such Option would disqualify this Plan or such Option under, or would otherwise not comply with, Rule 16b-3, such provision or Option shall be construed or deemed amended to conform to Rule 16b-3. 3 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. 2 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 1 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-----