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): January 17,
2008
TEXAS
INSTRUMENTS INCORPORATED
(Exact
name of registrant as specified in charter)
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DELAWARE
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001-03761
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75-0289970
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(State
or other jurisdiction of incorporation)
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(Commission
file number)
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(I.R.S.
employer identification
no.)
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12500
TI BOULEVARD
P.O.
BOX 660199
DALLAS,
TEXAS 75266-0199
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (972) 995-3773
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
8.01. Other Events
The
Registrant's news release dated January 17, 2008, regarding the planned
retirement of Mr. Thomas J. Engibous, Chairman of the Board, is attached hereto
as Exhibit 99 and is incorporated by reference herein.
ITEM 9.01.
Exhibits
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Designation
of
Exhibit
in
this
Report
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Description
of Exhibit
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99
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Registrant’s
News Release
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Dated
January 17, 2008 (furnished pursuant to Item
8.01)
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“Safe
Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
This report includes forward-looking statements intended to qualify for the
safe
harbor from liability established by the Private Securities Litigation Reform
Act of 1995. These forward-looking statements generally can be identified by
phrases such as TI or its management “believes,” “expects,” “anticipates,”
“foresees,” “forecasts,” “estimates” or other words or phrases of similar
import. Similarly, statements in this report that describe the Company’s
business strategy, outlook, objectives, plans, intentions or goals also are
forward-looking statements. All such forward-looking statements are subject
to
certain risks and uncertainties that could cause actual results to differ
materially from those in forward-looking statements.
We
urge
you to carefully consider the following important factors that could cause
actual results to differ materially from the expectations of the Company or
its
management:
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Market
demand for semiconductors, particularly for analog chips and digital
signal processors in key markets such as communications, entertainment
electronics and computing;
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TI’s
ability to maintain or improve profit margins, including its ability
to
utilize its manufacturing facilities at sufficient levels to cover
its
fixed operating costs, in an intensely competitive and cyclical
industry;
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TI’s
ability to develop, manufacture and market innovative products in
a
rapidly changing technological
environment;
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TI’s
ability to compete in products and prices in an intensely competitive
industry;
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TI’s
ability to maintain and enforce a strong intellectual property portfolio
and obtain needed licenses from third
parties;
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Expiration
of license agreements between TI and its patent licensees, and market
conditions reducing royalty payments to
TI;
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·
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Economic,
social and political conditions in the countries in which TI, its
customers or its suppliers operate, including security risks, health
conditions, possible disruptions in transportation networks and
fluctuations in foreign currency exchange
rates;
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·
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Natural
events such as severe weather and earthquakes in the locations in
which
TI, its customers or its suppliers
operate;
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Availability
and cost of raw materials, utilities, manufacturing
equipment, third-party manufacturing services and manufacturing
technology;
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·
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Changes
in the tax rate applicable to TI as the result of changes in tax
law, the
jurisdictions in which profits are determined to be earned and taxed,
the
outcome of tax audits and the ability to realize deferred tax
assets;
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Losses
or curtailments of purchases from key customers and the timing and
amount
of distributor and other customer inventory
adjustments;
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Customer
demand that differs from company
forecasts;
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The
financial impact of inadequate or excess TI inventories to meet demand
that differs from projections;
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Product
liability or warranty claims, or recalls by TI customers for a product
containing a TI part;
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TI’s
ability to recruit and retain skilled personnel;
and
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·
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Timely
implementation of new manufacturing technologies, installation of
manufacturing equipment and the ability to obtain needed third-party
foundry and assembly/test subcontract
services.
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For
a
more detailed discussion of these factors, see the text under the heading “Risk
Factors” in Item 1A of the Company’s most recent Form 10-K. The
forward-looking statements included in this report on Form 8-K are made only
as
of the date of this report, and the Company undertakes no obligation to update
the forward-looking statements to reflect subsequent events or
circumstances.
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.
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TEXAS
INSTRUMENTS INCORPORATED
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Date:
January 17, 2008
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By:
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/s/
Joseph F. Hubach
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Joseph
F. Hubach
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Senior
Vice President
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Secretary
and General Counsel
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Exhibit
99
TI
Chairman Tom Engibous to Retire in April;
President
and CEO Rich Templeton to Assume Chairmanship
Engibous
Leaves TI in Excellent Financial Health
and
with Culture of Customer Commitment;
Templeton
Moves Company Forward on Growth and Analog Excellence
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·
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Tom
Engibous
Biography: (www.ti.com/corp/docs/company/history/engibous2.shtml)
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Rich
Templeton Biography:
(www.ti.com/corp/docs/company/history/templeton.shtml)
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DALLAS
(January 17, 2008) – Texas Instruments Incorporated (TI) (NYSE: TXN) today
announced that Chairman of the Board Thomas J. Engibous will retire following
the company’s 2008 stockholders meeting on April 17. His
retirement caps a career during which he led the transformation of TI into
one
of the semiconductor industry’s best-performing and most admired
companies. Richard K. Templeton, who has worked side-by-side with
Engibous for the last 15 years, will become the company’s new chairman, in
addition to his current position as president and chief executive
officer.
“Tom
and
Rich have shared a common vision of Texas Instruments as a company committed
to
integrity, quality and innovation. Both are leaders who drive for
results and make a difference, and they along with the people of TI have lifted
the company to become one of the most respected in its industry,” said David L.
Boren, speaking on behalf of the board of directors. “This is a
carefully planned transition that has been in process for a number of
years. Rich already has built a great record of leadership and is
well-qualified to take this next step as chairman,” Boren said.
Since
1996, when Engibous became CEO, the value of the company’s share price has
increased almost 5X. “His contributions are immense and enduring,”
Templeton said of Engibous. “He focused TI on semiconductor
technologies that could drive electronics to new levels of
innovation. Most importantly, he taught us that the only way for TI
to succeed was to help our customers succeed. He knew that the key to
building a company in which people would want to invest their time, their trust
and their money lay in its ability to care for its customers.”
Engibous,
who turns 55 in January, joined the company in 1976 after graduating from Purdue
University. His ability to inspire people, assess opportunities and
connect TI’s capabilities with the market’s needs earned him loyalty and
respect, and cemented his reputation as a strong leader. He was named
president of the company’s semiconductor group in 1993, a member of the board of
directors in 1996, president and CEO in 1996, and chairman in 1998.
Templeton,
49, joined TI after graduating from Union College in 1980. Early in
his career, he demonstrated impressive capability for both the strategic and
operational sides of business, as well as a keen understanding of where markets
were going and how TI should position itself to succeed in them. He
advanced quickly, becoming president of the company’s semiconductor group in
1996, chief operating officer in 2000, and president and CEO in
2004.
As
CEO,
Templeton has invested in R&D and acquisitions to elevate TI’s portfolio of
analog semiconductors, putting the company in a strong position for future
growth as the need for analog continues to expand around the
world. In addition, Templeton has profoundly reshaped the company’s
manufacturing strategy to increase operating efficiency, get more out of R&D
investments and be more responsive to customer demand. As a result,
TI’s return on invested capital has more than doubled since 2004, and its
operating profit has increased more than 70 percent.
About
his
years at TI’s helm, Engibous said, “Leading TI has been an honor I never
imagined would be mine. It was challenging, exciting and fulfilling,
even when markets were stubborn and economies were unpredictable. I
have worked with great people all over the world, and it has been a
pleasure. Rich is an experienced leader with strong character,
intellect and an incomparable ability to analyze business
opportunities. The strategic path that he and his team have chosen is
grounded in growth, and I am confident that TI and its shareholders will be
well-served. I look forward to where they will take this
company.”
# # #
About
Texas Instruments
Texas
Instruments (NYSE: TXN) helps customers solve problems and develop new
electronics that make the world smarter, healthier, safer, greener and more
fun. A global semiconductor company, TI innovates through
manufacturing, design and sales operations in more than 25 countries. For
more information, go to www.ti.com.
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owners.