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): September 22, 2005
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-6453 95-2095071
(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)
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):
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
NATIONAL SEMICONDUCTOR CORPORATION
Table of Contents
Page
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement 3
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits 3
Signature 4
Exhibits:
10.1 Equity Compensation Plan not approved by Stockholders:
Amendment Eight to the Retirement and Savings Program
NATIONAL SEMICONDUCTOR CORPORATION
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 22, 2005, the Administrative Committee of the
National Semiconductor Corporation ("National" or the "Company")
Retirement and Savings Program ("RASP") formally approved
Amendment No. Eight to the Company's RASP. Under SEC rules, the
RASP is considered a material agreement of the Company. A copy of
Amendment No. 8 is attached hereto as Exhibit 10.1.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Exhibit No. Description of Exhibit
10.1 Equity Compensation Plan not approved by Stockholders: Amendment
Eight to the Retirement and Savings Program
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 SEMICONDCUTOR CORPORATION
Dated: September 22, 2005 /S/ JOHN M. CLARK III
----------------------------------
John M. Clark III
Senior Vice President
Signing on behalf of the registrant
EXHIBIT 10.1
AMENDMENT EIGHT
TO THE
NATIONAL SEMICONDUCTOR CORPORATION
RETIREMENT AND SAVINGS PROGRAM
WHEREAS National Semiconductor Corporation (the "Employer") has adopted the
National Semiconductor Corporation Retirement and Savings Program, amended and
restated effective June 1, 1997 (the "Plan"); and
WHEREAS all assets relating to the Comlinear Corporation 401(k) Retirement
Savings Plan (the "Comlinear Plan") were distributed from the Plan prior to July
1, 2005, the Employer wishes to amend the Plan to reflect the inapplicability of
the spousal consent requirements that previously arose as a result of the
transfer of Comlinear Plan assets into this Plan; and
WHEREAS the Employer wishes to eliminate the lookback rule relating to
involuntary cashouts and to permit the rollover of involuntary cashouts in
excess of $1,000 to an individual retirement account; and
WHEREAS Sections 16.03H and 21.02 of the Plan provide that the Plan may be
amended by the Employer, by action of its Board of Directors, or with respect to
adminstrative provisions, by action of the Committee; NOW, THEREFORE, the
Employer hereby adopts this Amendment Eight as provided below: 1. Effective
August 1, 2005, Section 12.01 A.4 is hereby amended by the addition of the
following new subparagraph at the end thereof:
f. Effective August 1, 2005, this Section 12.01 A.4 shall no longer apply.
2. Effective after March 27, 2005, but before August 1, 2005, the first
paragraph of Section 12.01 B.1 is hereby amended by inserting "or exceeds
$1,000 after March 27, 2005, but before August 1, 2005" before the word
"payment" the first time it appears in the second sentence thereof.
3. Effective August 1, 2005, the first paragraph of Section 12.01 B.1 is
hereby amended in its entirety as follows:
Payment to a terminated Participant shall be made within a reasonable time
following the Participant's Termination Date. If the value of a
Participant's nonforfeitable Account balance exceeds $5,000, payment shall
not be made unless the Participant consents in writing to the payment. For
purposes of the preceding sentence, the value of a Participant's
nonforfeitable Account balance shall be determined without regard to that
portion of the Account balance that is attributable to rollover
contributions (and earnings allocable thereto) within the meaning of
sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of
the Code. If the Participant fails to consent to the distribution, such
failure shall be deemed to be an election to defer distribution.
Distribution may commence as of any subsequent date as of which the
Participant elects to receive such distribution, subject to Section 12.01
B.3 below.
4. Effective August 1, 2005, Section 12.07 E is hereby amended by the addition
of the following new sentence at the end thereof:
Effective August 1, 2005, this Section 12.07 E shall no longer apply.
5. Section 12.08 is hereby amended by the addition of the following new
paragraph at the end thereof:
D. This paragraph D shall apply to distributions made on or after August
1, 2005:
In the event of a mandatory distribution greater than $1,000 in
accordance with the provisions of Section 12.01, if the Participant
does not elect to have such distribution paid directly to an eligible
retirement plan specified by the Participant in a direct rollover or
to receive the distribution directly in accordance with Section 12.01,
then the Committee will pay the distribution in a direct rollover to
an individual retirement plan designated by the Committee.
IN WITNESS WHEREOF this Amendment Eight is signed this 22nd day of
September, 2005.
//S// EDWARD J. SWEENEY
-----------------------
Edward J. Sweeney
Chairman, Retirement and Savings Program
Administrative Committee