UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2004
NATIONAL SEMICONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-6453 95-2095071
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification Number)
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
SANTA CLARA, CALIFORNIA 95052-8090
(Address of Principal Executive Offices)
(408) 721-5000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communication pursuant to Rule 425 under the securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Act
(17 CFR 240.14a-12)
NATIONAL SEMICONDUCTOR CORPORATION
Table of Contents
Page
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Section 1 - Registrant's Business and Operations
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Item 1.01 Entry into a Material Definitive Agreement 3
Section 8 - Other Events
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Item 8.01 Other Events 3
Section 9 - Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits 3
Signature 4
Exhibits:
99.1 News release dated October 1, 2004
NATIONAL SEMICONDUCTOR CORPORATION
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
National Semiconductor Corporation ("National" or the "Company") offers the
Deferred Compensation Plan ("Plan") to highly compensated employees (as defined
by IRS regulations). Under SEC rules, the Plan is considered a material
agreement of the Company. On September 30, 2004, the Company approved a proposal
to offer Plan participants the opportunity to direct investments of their Plan
accounts in the Company's $0.50 par value Common Stock ("common Stock"). All
such Plan investments in Common Stock will be made through open market purchases
by the Plan trustee at fair market value. National will not be issuing Common
Stock to the Plan. A copy of the Plan has previously been filed with the SEC.
Although Company Common Stock will be available as an investment alternative
once all legal requirements for the offering have been satisfied, the addition
of Company Common Stock as an investment alternative does not require an
official Plan amendment and therefore an amended Plan document is not included
with this Form 8-K.
Item 8.01 OTHER EVENTS
On October 1, 2004, the Company issued a news release announcing that its Board
of Directors has declared a cash dividend of $0.02 per outstanding share of
common stock. A copy of the news release is attached as Exhibit 99.1.
The information in Exhibit 99.1 attached hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Exhibit
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99.1 News release dated October 1, 2004 issued by National
Semiconductor Corporation*
*This exhibit is intended to be furnished and shall not be deemed "filed" for
purposes of the Securities Exchange Act of 1934, as amended.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL SEMICONDUCTOR CORPORATION
//S// Robert E. DeBarr
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Dated: October 1, 2004 Robert E. DeBarr
Controller
Signing on behalf of the registrant and
as principal accounting officer