As filed with the Securities and Exchange Commission on March 7, 2003
Registration No. 333-70040
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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
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STOCK OPTION GRANTED TO
DANIEL MEACHAM, BERNARD XAVIER, and IBRAHIM YAYLA
(Full Title of the Plan)
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)
DEREGISTRATION OF SHARES
Pursuant to the Registration Statement on Form S-8, No. 333-70040 (the
"Registration Statement"), National Semiconductor Corporation, a Delaware
corporation (the "Company"), registered 799,339 shares of its Common Stock,
$0.50 par value per share ("Common Stock"), issuable under stock options granted
to Daniel Meacham, Bernard Xavier and Ibrahim Yayla (collectively, "innoCOMM
founders") under an agreement entered into by the Company and the innoCOMM
founders as part of the consideration for the purchase of innoCOMM Wireless,
Inc. The options have now expired without being exercised and no shares will be
issued under the Registration Statement. The Company hereby removes from
registration under the Registration Statement the 799,339 shares of Common Stock
which remain unissued.
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. 333-70040) 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 Santa Clara, California
on March 7, 2003.
NATIONAL SEMICONDUCTOR CORPORATION
By \S\ 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 March 7,
2003.
\S\ BRIAN L. HALLA* Chairman of the Board, President,
(Brian L. Halla) Chief Executive Officer and Director
(Principal Officer)
\S\ LEWIS CHEW* Senior Vice President, Finance and
(Lewis Chew) Chief Financial Officer
(Principal Financial Officer)
\S\ ROBERT E. DEBARR* Controller (Principal Accounting Officer)
(Robert E. DeBarr)
Director
(Steven R. Appleton)
\S\ GARY P. ARNOLD* Director
(Gary P. Arnold)
\S\ RICHARD J. DANZIG* Director
(Richard J. Danzig)
\S\ ROBERT J. FRANKENBERG* Director
(Robert J. Frankenberg)
\S\ E. FLOYD KVAMME* Director
(E. Floyd Kvamme)
\S\ MODESTO A. MAIDIQUE* Director
(Modesto A. Maidique)
\S\ EDWARD R. MCCRACKEN* Director
(Edward R. McCracken)
*By: \S\ JOHN M. CLARK III
John M. Clark III