As filed with the Securities and Exchange Commission on August 23, 2004
Registration No. 333-23477
=====================================================================
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
----------------------------------------------
1995 Stock Option Plan for Officers and Key Employees of Mediamatics, Inc.
and
1997 Stock Option Plan of Mediamatics, Inc.
(Full Title of the Plans)
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. 333-23477 (the
"Registration Statement"), National Semiconductor Corporation, a Delaware
corporation (the "Company"), registered 1,519,814* shares of its Common Stock,
$0.50 par value per share ("Common Stock"), issuable under the 1995 Stock Option
Plan for Officers and Key Employees of Mediamatics, Inc. and the 1997 Stock
Option Plan of Mediamatics, Inc. (the "Plans"). Upon the Company's acquisition
of Mediamatics, Inc., the Company assumed Mediamatics' obligations under the
Plans and outstanding options issued pursuant to the Plans became exercisable
for shares of Company Common Stock. All outstanding options under the Plans have
now expired and the Plans have now been terminated. The Company hereby removes
from registration under the Registration Statement 44,286 shares of Common Stock
remaining unissued under the Plans.
*All share numbers adjusted to reflect the two-for-one stock split paid in the
form of a 100% stock dividend in May 2004.
PART II
Item 8. Exhibits
24.1 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. 333-23477) 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 August 23, 2004.
NATIONAL SEMICONDUCTOR CORPORATION
By BRIAN L. HALLA*
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 August 23,
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____
John M. Clark III, Attorney in Fact
NATIONAL SEMICONDUCTOR CORPORATION
EXHIBIT INDEX
24.1 Power of Attorney
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons hereby
constitutes and appoints Brian L. Halla, Lewis Chew, and John M. Clark III, and
each of them singly, his true and lawful attorney-in-fact and in his name,
place, and stead, and in any and all of his offices and capacities with National
Semiconductor Corporation, to sign the Post-Effective Amendment to the
Registration Statement with which this Power of Attorney is filed, and any and
all amendments to said Posst-Effective Amendment to Registration Statement, and
generally to do and perform all things and acts necessary or advisable in
connection therewith, and each of the undersigned hereby ratifies and confirms
all that each of said attorneys-in-fact may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto executed this
Power of Attorney as of the date set forth opposite his signature.
SIGNATURE DATE
//S// STEVEN R. APPLETON July 14, 2004
Steven R. Appleton
//S// RICHARD J. DANZIG July 14, 2004
Richard J. Danzig
//S// ROBERT J. FRANKENBERG July 14, 2004
Robert J. Frankenberg
//S// E. FLOYD KVAMME July 14, 2004
E. Floyd Kvamme
//S// LEWIS CHEW July 9, 2004
Lewis Chew
//S// ROBERT E. DeBARR July 9, 2004
Robert E. DeBarr