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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): August 16, 2002
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)
National Semiconductor Corporation
Index
Page
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Item 7. Financial Statements and Exhibits 3
Item 9. Regulation FD Disclosure 3
Signature 4
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Designation
Of Exhibit Description of Exhibit
---------- ----------------------
99 Statements under oath of the company's principal
executive officer and principal financial officer.
ITEM 9. Regulation FD Disclosure
Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 No. 4-460,
we hereby file as part of this report under exhibit 99, the required statements
under oath of the company's principal executive officer, Brian L. Halla,
Chairman, President and Chief Executive Officer, and the principal financial
officer, Lewis Chew, Senior Vice President, Finance and Chief Financial Officer.
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
Dated: August 16, 2002 /S/ ROBERT E. DEBARR
Robert E. DeBarr
Controller
(Principal Accounting Officer)
Exhibit 99
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Brian L. Halla, Chairman, President and Chief Executive Officer, state and
attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
National Semiconductor Corporation, and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the period
covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Audit Committee of
the Company's Board of Directors.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
o the Annual Report on Form 10-K of National Semiconductor Corporation
for the fiscal year ended May 26, 2002 filed with the Commission;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of National Semiconductor Corporation filed with the
Commission subsequent to the filing of the Form 10-K identified above;
and
o any amendments to any of the foregoing.
Date: August 16, 2002 /S/ BRIAN L. HALLA
Brian L. Halla
State of California )
) ss.
County of Santa Clara )
Subscribed and sworn to before me this 16th day of August 2002.
/S/ KAREN L. METZ KAREN L. METZ
Commission # 1223997
Notary Public - California
Santa Clara County
My Comm. Expires Jun 11, 2003
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Lewis Chew, Senior Vice President, Finance and Chief Financial Officer, state
and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
National Semiconductor Corporation, and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the period
covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Audit Committee of
the Company's Board of Directors.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
o the Annual Report on Form 10-K of National Semiconductor Corporation
for the fiscal year ended May 26, 2002 filed with the Commission;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of National Semiconductor Corporation filed with the
Commission subsequent to the filing of the Form 10-K identified above;
and
o any amendments to any of the foregoing.
Date: August 16, 2002 /S/ LEWIS CHEW
Lewis Chew
State of California )
) ss.
County of Santa Clara )
Subscribed and sworn to before me this 16th day of August 2002.
/S/ KAREN L. METZ KAREN L. METZ
Commission # 1223997
Notary Public - California
Santa Clara County
My Comm. Expires Jun 11, 2003