UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 31, 2004
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
DELAWARE 001-03761 750289970
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
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
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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:
__ Written communications 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-(4c))
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective October 31, 2004, Texas Instruments Automotive Sensors and Controls
San Jose Inc. was merged with and into Texas Instruments Incorporated.
ITEM 9.01. Exhibits
Designation of
Exhibit in
this Report Description of Exhibit
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3(i) Attached hereto as Exhibit 3(i) and incorporated herein by
reference is a Certificate of Ownership and Merger
Merging Texas Instruments Automotive Sensors and Controls
San Jose Inc. with and into Texas Instruments Incorporated.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this report on Form 8-K are "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 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:
- - Market demand for semiconductors, particularly for analog chips and digital
signal processors in key markets, such as telecommunications and computers;
- - 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;
- - TI's ability to develop, manufacture and market innovative products in a
rapidly changing technological environment;
- - TI's ability to compete in products and prices in an intensely competitive
industry;
- - Losses or curtailments of purchases from key customers;
- - The timing and amount of distributor and other customer inventory
adjustments;
- - The financial impact of inadequate or excess TI inventories to meet demand
that differs from projections;
- - TI's ability to maintain and enforce a strong intellectual property
portfolio and obtain needed licenses from third parties;
- - Consolidation of TI's patent licensees and market conditions reducing
royalty payments to TI;
- - 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;
- - Natural events such as severe weather and earthquakes in the locations in
which TI, its customers or its suppliers operate;
- - Availability and cost of raw materials and critical manufacturing
equipment;
- - Changes in the tax rate applicable to TI as a result of changes in tax law,
the jurisdictions in which profits are determined to be earned and taxed,
and the ability to realize deferred tax assets;
- - TI's ability to recruit and retain skilled personnel; and
- - Timely implementation of new manufacturing technologies, installation of
manufacturing equipment, and the ability to obtain needed third-party
foundry and assembly/test subcontract services.
For a more detailed discussion of these and other factors, see the text under
the heading "Cautionary Statements Regarding Future Results of Operations" in
Item 1 of TI's most recent Form 10-K. The forward-looking statements included in
this Form 8-K are made only as of the date of this Form 8-K and TI 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.
TEXAS INSTRUMENTS INCORPORATED
Date: November 15, 2004 By: /s/ CYNTHIA H. HAYNES
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Cynthia H. Haynes
Vice President
and Assistant Secretary
3
Exhibit 3(i)
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
TEXAS INSTRUMENTS AUTOMOTIVE SENSORS AND CONTROLS SAN JOSE INC.
WITH AND INTO
TEXAS INSTRUMENTS INCORPORATED
(PURSUANT TO SECTION 253 OF THE GENERAL
CORPORATION OF LAW OF THE STATE OF DELAWARE)
Texas Instruments Incorporated, a Delaware corporation (the "Company"),
does hereby certify that:
FIRST: The Company is incorporated pursuant to the General Corporation Law
of the State of Delaware.
SECOND: The Company owns 100% of the outstanding shares of each class of
capital stock of Texas Instruments Automotive Sensors and Controls San Jose
Inc., a Delaware corporation (the "Subsidiary").
THIRD: The Company, by the following resolutions of its Board of Directors,
duly adopted on October 21, 2004, authorized and approved the merger of the
Subsidiary with and into the Company on the terms and conditions set forth in
such resolutions:
RESOLVED, that the Board of Directors of the Company has deemed it
advisable that Texas Instruments Automotive Sensors and Controls San Jose
Inc. (the "Subsidiary") be merged with and into the Company pursuant to
Section 253 of the General Corporation Law of the State of Delaware; and it
is
FURTHER RESOLVED, that the Subsidiary be merged with and into the Company
(the "Merger"); and it is
FURTHER RESOLVED, that by virtue of the Merger and without any action on
the part of the holder thereof, each then outstanding share of common stock
of the Company shall remain unchanged and continue to remain outstanding as
one share of common stock of the Company, held by the person who was the
holder of such share of common stock of the Company immediately prior to
the Merger; and it is
FURTHER RESOLVED, that by virtue of the Merger and without any action on
the part of the holder thereof, each then outstanding share of common stock
of the Subsidiary shall be cancelled and no consideration shall be issued
in respect thereof; and it is
FURTHER RESOLVED, that the appropriate officers of the Company be and they
hereby are authorized and directed to make, execute and acknowledge, in the
name and under the corporate seal of the Company, a Certificate of
Ownership and Merger for the purpose of effecting the Merger (the
"Certificate of Ownership and Merger") and to file the same in the office
of the Secretary of State of the State of Delaware and to do all other acts
and things that may be necessary to carry out and effectuate the purpose
and intent of the resolutions relating to the Merger; and it is
FURTHER RESOLVED, that the Merger shall be effective on October 31, 2004;
and it is
FURTHER RESOLVED, that the appropriate officers of the Company be, and each
hereby is, authorized on behalf of the Company to do all things and to take
any other actions in furtherance of the foregoing resolutions as such
officer may deem necessary or appropriate.
FOURTH: The merger of the Subsidiary with and into the Company shall be
effective as of October 31, 2004.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership
and Merger to be executed this 25th day of October, 2004.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ DANIEL M. DRORY
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Name: Daniel M. Drory
Office: Assistant Secretary