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): May 4, 2005
NATIONAL SEMICONDUCTOR CORPORATION
(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
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(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 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 May 4, 2005
NATIONAL SEMICONDUCTOR CORPORATION
Item 8.01 OTHER EVENTS
On May 4, 2005, National Semiconductor Corporation announced that it has
finalized the sale of its PC Super I/O business to Winbond Electronics
Corporation, based in Hsinchu Science Park, Taiwan, R.O.C. A copy of the news
release is attached as Exhibit 99.1.
The information contained in Exhibit 99.1 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
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Exhibit No. Description of Exhibit
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99.1 News release dated May 4, 2005 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
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: May 4, 2005 Robert E. DeBarr
Controller
Signing on behalf of the registrant and
as principal accounting officer
News Media: Financial:
Jeff Weir Jennifer Stratiff
National Semiconductor National Semiconductor
(408) 721-5199 or (408) 242-4827 (408) 721-5007
jeff.weir@nsc.com invest.group@nsc.com
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National Semiconductor Completes Sale of PC
Super I/O Business to Winbond Electronics
SANTA CLARA, Calif. - May 4, 2005 - National Semiconductor Corporation
(NYSE:NSM) announced today that it has closed the sale of its PC Super I/O
business to Winbond Electronics Corporation, based in Hsinchu Science Park,
Taiwan. National previously announced on March 14, 2005, that it had signed a
definitive agreement on the transaction and that the sale was expected to close
during the fourth quarter of fiscal 2005, which ends May 29, 2005. The sale of
this business, known within National as the Advanced PC division, is consistent
with the company's ongoing focus on core analog businesses.
Pursuant to the sale, Winbond acquired intellectual property, assets and
approximately 150 employees from National, with most of the employees based at
National's former research and design center in Herzlia, Israel. The flagship
products of the PC Super I/O business include the Safekeeper Trusted I/O
desktop and notebook devices, keyboard controllers and Server I/O devices.
National's financial release and conference call for the fourth quarter are
scheduled for June 9, 2005. At that time, the company will discuss financial
results and forward outlook, including the impact from the sale of this
business.
About National Semiconductor
National Semiconductor, the industry's premier analog company, creates high
performance analog devices and subsystems. National's leading-edge products
include power management circuits, display drivers, audio and operational
amplifiers, communication interface products and data conversion solutions.
National's key vertical markets include wireless handsets, displays and laptops.
The company's analog products are also optimized for numerous applications in a
variety of electronics markets, including medical, automotive, industrial, and
test and measurement. Headquartered in Santa Clara, California, National
reported sales of $1.98 billion for fiscal 2004, which ended May 30, 2004.
Additional company and product information is available at www.national.com.
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