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, 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
(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 Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
NATIONAL SEMICONDUCTOR CORPORATION
Table of Contents
Page
Section 1 - Registrant's Business and Operations
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Item 1.01 Entry into a Material Definitive Agreement 3
Item 1.02 Termination of 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:
10.1 Management Contract or Compensatory Plan or Arrangement:
Director Stock Plan
10.2 Management Contract or Compensatory Plan or Arrangement:
Director Compensation Arrangements
NATIONAL SEMICONDUCTOR CORPORATION
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 30, 2005, the stockholders of National Semiconductor
Corporation ("National" or the "Company") approved the amended
and restated Director Stock Plan ("Plan"). Under SEC rules, the
Plan is considered a material agreement of the Company. A copy of
the Plan is attached hereto as Exhibit 10.1. As a result of the
approval of the Plan, the compensation arrangements for the
Company's directors were changed effective September 30, 2005.
These compensation arrangements for directors are also considered
a material agreement of the Company under SEC rules. Attached
hereto as Exhibit 10.2 is a summary of the director compensation
arrangements effective September 30, 2005.
Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
As a result of the approval of the Plan as discussed in Item
1.01, the Director Stock Option Plan was terminated effective
September 30, 2005. The Director Stock Option Plan is considered
under SEC rules to be a material agreement of the Company.
Item 8.01 OTHER EVENTS
At the annual stockholders meeting held on September 30, 2005,
the Company announced that the Board of Directors had declared a
cash dividend of $0.03 per outstanding share of common stock. The
dividend is payable on January 9, 2006 to stockholders of record
on December 19, 2005.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
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Exhibit No. Description of Exhibit
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10.1 Management Contract or Compensatory Plan or Arrangement:
Director Stock Plan
10.2 Management Contract or Compensatory Plan or Arrangement:
Director Compensation Arrangements
SIGNATURE
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
Dated: September 30, 2005 /S/ JOHN M. CLARK III
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John M. Clark III
Senior Vice President
Signing on behalf of the registrant
Exhibit 10.1
NATIONAL SEMICONDUCTOR CORPORATION
AMENDED AND RESTATED DIRECTOR STOCK PLAN
(SEPTEMBER 30, 2005)
1. PURPOSE
The purposes of the Director Stock Plan (the "Plan") of National
Semiconductor Corporation (the "Corporation") are to promote the recruiting and
retention of highly qualified individuals to serve in the capacity of
non-employee directors of the Corporation and to strengthen the commonality of
interest between directors and stockholders.
2. STOCK SUBJECT TO THE PLAN
900,000 shares of the Corporation's $.50 par value Common Stock shall be
available for issuance under the Plan, subject to adjustment as provided in
Paragraph 6, which may be unissued shares, reacquired shares, or shares bought
on the market.
3. ADMINISTRATION
The Plan shall be administered by the Board of Directors of the
Corporation, whose construction and interpretation of the terms and provisions
of the Plan shall be final and conclusive. The amount of the Common Stock to be
issued under the Plan, the timing of the issuance of the Common Stock under the
Plan, and terms as to eligibility shall be in accordance with the terms of the
Plan.
4. ELIGIBILITY
Common Stock issued under this Plan may be issued only to directors of the
Corporation who are not employees of the Corporation or its subsidiaries or
affiliates and have not been such employees for at least one year prior to
becoming eligible to receive benefits under this Plan.
5. TERMS OF STOCK AWARDS
(a) Common Stock shall be issued automatically to all eligible directors as
follows: (i) each eligible director shall be issued 12,000 shares of Common
Stock on the date of each election of such director to the Board of Directors by
the stockholders; and (ii) each person who becomes an eligible director at any
time during the year other than at the annual stockholders' meeting shall be
issued 12,000 shares of Common Stock on the date of the appointment of such
person to the Board of Directors.
(b) Common Stock shall be issued to each eligible director who elects
within ten (10) days after the date of (i) initial appointment to the Board of
Directors, or (ii) each subsequent election to the Board of Directors by
stockholders, to receive the full value of the director's annual cash retainer
fees for Board membership and Committee Chairmanship in Common Stock. The number
of shares to be issued shall be determined by dividing the retainer fee by the
opening price of the Common Stock on the New York Stock Exchange on the date of
initial appointment or the subsequent reelection by the stockholders, as
applicable. If there is no trading on such day, the opening price of the Common
Stock on the New York Stock Exchange on the first previous trading date shall be
used. Fractional shares shall not be issued and the value of any fractional
shares shall be paid in cash.
(c) Except as provided in Paragraph 5(d), Common Stock issued under the
Plan pursuant to Paragraph 5(a) shall be restricted from sale, assignment or
other transfer for a period of thirty six (36) months from the date of issuance
("Restriction Period") and in the event any recipient shall cease to act as a
director prior to expiration of the Restriction Period, all rights in and to the
Common Stock so issued shall be forfeited and shall revert to the Company.
Further, except as provided in Paragraph 5(d), Common Stock issued under the
Plan pursuant to Paragraph 5(b) shall be restricted from sale, assignment or
other transfer for a period of six (6) months from the date of issuance
("Retainer Restriction Period") and in the event any recipient shall cease to
act as a director prior to the expiration of the Retainer Restriction Period,
all rights in and to the Common Stock so issued shall be forfeited and shall
revert to the Company. All Common Stock acquired by the Company as provided by
this Paragraph 5(c) shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon such cancellation become
available for reissuance under the Plan.
(d) In the event any recipient shall cease to act as a director by reason
of death, Disability, or Retirement at any time during the Restriction Period
and/or the Retainer Restriction Period, as applicable, the Common Stock so
issued shall no longer be restricted from sale, assignment or other transfer.
For purposes of this Paragraph 5(d), Disability shall mean inability to perform
any services for the Corporation and Retirement shall mean termination of
service as a director (i) at any time after completion of five years of service
as a director; or (ii) upon reaching the mandatory retirement age of seventy
(70). Notwithstanding the foregoing, the shares of Common Stock issued to any
recipient who was issued Common Stock upon an initial appointment or election to
the Board who terminates service as a director by reason of Death, Disability or
Retirement shall revert back to the Company if such recipient has not served at
least six months as a Director after the initial appointment or election.
(e) While the Plan is in effect, the Corporation at all times will keep
available the number of shares of stock required to satisfy the terms of the
Plan.
(f) The Corporation will seek to obtain from each regulatory commission or
agency having jurisdiction such authority as may be required to issue shares of
stock under the Plan. Inability of the Corporation to obtain from any such
regulatory commission or agency authority which counsel for the Corporation
deems necessary for the lawful issuance of its stock under the Plan shall
relieve the Corporation from any liability for failure to issue such stock until
such time when such authority is obtained or is obtainable.
(g) Nothing in this Plan shall confer on any participant any right to
continue as a director of the Corporation.
6. ADJUSTMENT IN NUMBER OF SHARES
In the event there is any change in the shares of the Corporation through
the declaration of stock dividends or a stock split-up, or through
recapitalization resulting in share split-ups, or combinations or exchanges of
shares, or otherwise, the number of shares available for issuance, as well as
the number of shares to be issued pursuant to the terms of Paragraph 5 (a),
shall be proportionately adjusted, provided that the number of shares issuable
at any one time to any one participant shall always be a whole number.
7. PAYMENT OF WITHHOLDING TAXES
The payment of all or part of any applicable withholding taxes due in
connection with the issuance of stock under the Plan, up to the highest marginal
rates then in effect, may be made by the withholding of shares. Shares withheld
in payment of such taxes shall be valued at the fair market value of the
Corporation's Common Stock on the date of the withholding election.
8. AMENDMENT, SUSPENSION, OR TERMINATION OF THE PLAN
The Board may amend, modify, suspend or terminate the Plan for the purpose
of meeting or addressing any changes in legal requirements or for any other
purpose permitted by law; provided, however, that the Plan may not be amended
more than once every six months, other than to comport with changes in the
Internal Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act, or the rules thereunder. The Board will seek stockholder approval
of an amendment if determined to be required by or advisable under regulations
of the Securities and Exchange Commission or the Internal Revenue Service, the
rules of any stock exchange on which the Corporation's stock is listed or other
applicable law or regulation.
EXHIBIT 10.2
Director Compensation Arrangements
Effective September 30, 2005
(Nonemployee directors only)
Annual Retainer Fee $50,000
Attendance Fees
Committee Meetings $ 1,500
Chairman Fees
Audit Committee Chair $12,500
Director Affairs,
Compensation Committee Chair $ 7,500
Lead Independent Director Fee $ 7,500
Director Stock Plan
- 12,000 shares automatically issued upon election on date of Annual Meeting
of Stockholders.
- Directors have option to take all of annual retainer fee (including
chairman fee, if applicable but not meeting fees) in stock.
Director Stock Option Plan terminated