SC TO-I/A 1 a09-19569_8sctoia.htm SC TO-I/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Amendment No. 1

to

SCHEDULE TO

(RULE 13e-4)

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

National Semiconductor Corporation

(Name of Subject Company (Issuer))

 

National Semiconductor Corporation

(Name of Filing Person (Offeror))

 

Options to Purchase Common Stock, Par Value $0.50 Per Share

With an Exercise Price Equal to or Greater Than $17.00 Per Share

(Title of Class of Securities)

 

637640103

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

 

Todd M. DuChene, Esq.

Senior Vice President, General Counsel and Secretary

National Semiconductor Corporation

2900 Semiconductor Drive, P.O. Box 58090,

Santa Clara, California 95052-8090

(408) 721-5800

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Filing Person)

 

With a copy to:

 

Barry A. Bryer, Esq.

Ora T. Fisher, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

(650) 328-4600

 

 

Calculation of Filing Fee

 

Transaction Valuation*

 

Amount of Filing Fee**

$37,504,609

 

$2,092.76

 

*                 Estimated solely for purposes of determining the filing fee. The calculation of the Transaction Valuation assumes that all outstanding options to purchase shares of National Semiconductor Corporation common stock that may be eligible for exchange in the offer will be exchanged pursuant to the offer.  These options cover an aggregate of 17,563,271 shares of National Semiconductor Corporation common stock and have an aggregate value of $37,504,609 as of October 13, 2009, calculated using the Black-Scholes option pricing model.

 

**          The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for fiscal year 2009, issued March 11, 2009, equals $55.80 per $1,000,000 of the aggregate amount of the Transaction Valuation.  The Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.

 

x          Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $2,092.76

 

Filing Party: National Semiconductor Corporation

Form or Registration No.: Schedule TO

 

Date Filed: October 19, 2009

 

£            Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

£            third-party tender offer subject to Rule 14d-1.

 

x          issuer tender offer subject to Rule 13e-4.

 

£            going-private transaction subject to Rule 13e-3.

 

£            amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

 

 

 


 

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by National Semiconductor Corporation (“National”) with the Securities and Exchange Commission on October 19, 2009.  Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 amends and restates only the item of the Schedule TO that is being amended and restated, and unaffected items and exhibits are not included herein.  This Amendment No. 1 is the final amendment to the Schedule TO and reports the results of the tender offer.  This Amendment No. 1 is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Exchange Act.

 

Item 4. Terms of the Transaction.

 

(a) Material Terms

 

Item 4 of the Schedule TO is hereby amended and supplemented to add the following information:

 

“The option exchange expired on November 16, 2009 at 9:00 p.m. Pacific Daylight Time. Pursuant to the terms and conditions of the option exchange, National accepted for exchange eligible options to purchase an aggregate of 12,833,032 shares of National common stock, representing 73% of the total number of eligible options. All surrendered options were cancelled effective as of November 16, 2009.  In exchange therefor, National granted a total of 1,765,731 new RSUs under the Plan, and National will promptly make cash payments in the aggregate amount of $1.32 million (less applicable withholdings and without interest).”

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 18, 2009

National Semiconductor Corporation

 

 

 

 

 

By:

/s/ Todd M. DuChene

 

 

Todd M. DuChene

 

 

Senior Vice President, General Counsel

 

 

and Secretary

 

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