As filed with the Securities and Exchange Commission on May 24, 2004
Registration No. 333-88269
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to Form S-8
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 (I.R.S. Employer
incorporation or organization) Identification Number)
2900 Semiconductor Drive
P.O. Box 58090
Santa Clara, California 95052-8090
(Address of principal executive offices)
Registrant's telephone number including area code: (408) 721-5000
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NATIONAL SEMICONDUCTOR CORPORATION EMPLOYEES 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. 58090
Santa Clara, CA 95052-8090
(408) 721-5000
(Name, address and telephone number, of agent for service)
PART I
EXPLANATORY NOTE
DEREGISTRATION OF SHARES
Pursuant to the Registration Statement on Form S-8, No. 333-88269 (the
"Registration Statement"), National Semiconductor Corporation, a Delaware
corporation (the "Company"), registered 24,950,000 shares of its Common Stock,
$0.50 par value per share ("Common Stock"), issuable under the National
Semiconductor Corporation Employees Stock Purchase Plan (the "Plan"). The Plan
has now been terminated. The Company hereby removes from registration under the
Registration Statement 467,241 shares of Common Stock remaining unissued under
the Plan.
PART II
Item 8. Exhibits
24 Power of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all
the requirements for filing this Post-Effective Amendment to the Registration
Statement on Form S-8 (Registration No. 333-88269) and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Clara, State of California on May 21, 2004.
NATIONAL SEMICONDUCTOR CORPORATION
By BRIAN L. HALLA*
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Brian L. Halla
Chairman of the Board, and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement on Form S-8 has been
signed below by the following persons in the capacities indicated on May 21,
2004.
BRIAN L. HALLA* Chairman of the Board, President,
(Brian L. Halla) Chief Executive Officer and Director
(Principal Executive Officer)
LEWIS CHEW* Senior Vice President, Finance and
(Lewis Chew) Chief Financial Officer
(Principal Financial Officer)
ROBERT E. DEBARR* Controller (Principal Accounting Officer)
(Robert E. DeBarr)
STEVEN R. APPLETON* Director
(Steven R. Appleton)
GARY P. ARNOLD* Director
(Gary P. Arnold)
RICHARD J. DANZIG* Director
(Richard J. Danzig)
ROBERT J. FRANKENBERG* Director
(Robert J. Frankenberg)
E. FLOYD KVAMME* Director
(E. Floyd Kvamme)
MODESTO A. MAIDIQUE* Director
(Modesto A. Maidique)
EDWARD R. MCCRACKEN* Director
(Edward R. McCracken)
*By: //S// JOHN M. CLARK III
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John M. Clark III, Attorney in Fact
NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
24. Power of Attorney