form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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
12, 2009
____________________
National
Instruments Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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000-25426
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74-1871327
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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11500
North MoPac Expressway
Austin,
Texas 78759
(Address
of principal executive offices, including zip code)
(512)
338-9119
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May
12, 2009, National Instruments Corporation (the “Company”) notified the Nasdaq
Stock Market (“Nasdaq”) pursuant to Nasdaq Listing Rule 5605(b)(1)(A)
that at its Annual Meeting of Stockholders held earlier that day, one director
(Duy-Loan T. Lee) was reelected to its Board of Directors and, as of such
election of directors, two directors (Dr. Ben G. Streetman and R. Gary Daniels)
did not stand for reelection and are no longer serving on its
Board. As a result, the Company currently has six directors, three of
whom are "independent directors" under applicable Nasdaq rules. As
such, the Company is not currently in compliance with the "majority independent
board" requirement of Nasdaq Listing Rule 5605(b)(1) and intends to rely on the
cure period provision of Rule 5605(b)(1)(A).
On May
13, 2009, in response to the Company's notification, the Company received a
notice from the Nasdaq Listing Qualifications staff ("Nasdaq Notice"),
confirming that the Company was not in compliance with the independent director
requirement as set forth in Nasdaq Listing Rule 5605. The Nasdaq
Notice indicated that consistent with Nasdaq Listing Rule 5605(b)(1), Nasdaq
will provide the Company with a cure period to regain compliance as follows: (i)
until the earlier of the Company's next annual shareholders' meeting or May 12,
2010 or (ii) if the Company's next annual shareholders' meeting is held before
November 9, 2009, then the Company must evidence compliance no later than
November 9, 2009. If the Company does not regain compliance by such
date, Nasdaq rules require the Nasdaq Staff to provide written notice to the
Company that its securities will be delisted and, at that time, the Company may
appeal the delisting determination. On May 18, 2009, the Company
issued a press release announcing that it had received the Nasdaq Notice. A copy
of the press release is attached hereto as Exhibit 99.1.
The
Company currently intends to appoint an additional independent director to its
Board prior to the end of the cure period provided by the Nasdaq
rule.
Item 7.01. Regulation FD
Disclosure.
As noted
in Item 3.01, the Company issued a press release related to the Nasdaq Notice. A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release dated May 18, 2009
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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.
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NATIONAL
INSTRUMENTS CORPORATION
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By:
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/s/
DAVID G. HUGLEY
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David G.
Hugley
Vice
President & General Counsel;
Secretary
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Date: May
18, 2009