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): July 21, 2003
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)
NATIONAL SEMICONDUCTOR CORPORATION
Index
Page
Item 5. Other Events and Regulation FD Disclosure 3
Item 7. Financial Statements and Exhibits 3
Signature 4
Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Ralph V. Whitworth, Relational Investors, L.P., Relational Investors, LLC
and other funds and partnerships controlled by Relational Investors, L.P. and
Relational Investors, LLC (collectively all "Relational"), previously filed a
Schedule 13-D disclosing ownership of approximately 7.09% of the common stock of
National Semiconductor Corporation ("National"). Relational had submitted a
nomination of two persons for election to National's board of directors at the
2003 Annual Meeting of Stockholders. National and Relational have had
discussions seeking mutually agreeable alternatives to a contested proxy
solicitation. On July 21, 2003, National and Relational entered into an
agreement whereby, among other things, Relational agreed to withdraw the
nomination of its candidates for election to the board and National agreed to
have periodic meetings with representatives of Relational to discuss any
concerns they may have. In addition, the agreement provides that, under certain
circumstances, Relational could nominate a candidate for election to the board
at the 2004 Annual Meeting of Stockholders and this nominee would be included in
National's proxy materials for that meeting. If elected at the 2004 Annual
Meeting, and if requested by Relational, the Relational nominee also would be
included in National's recommended slate of directors for the 2005 Annual
Meeting of Stockholders. The agreement will terminate in the event that
Relational ceases to own 5% of the currently outstanding shares of National.
A copy of the agreement is attached as Exhibit 99.1.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Exhibit
99.1 Letter agreement between National Semiconductor
Corporation and Ralph Whitworth and Relational Investors, L.P.
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
//S// JOHN M. CLARK III
Dated: July 23, 2003 John M. Clark III
Senior Vice President,
General Counsel and Secretary