As filed with the Securities and Exchange Commission on July 15th 1997
Registration No.
--------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
TEXAS INSTRUMENTS INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware 75-0289970
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13500 North Central Expressway
P.O. Box 655474
Dallas, Texas 75265-5474
(Address of principal executive offices including zip code)
-----------------------
TEXAS INSTRUMENTS LONG-TERM INCENTIVE PLAN
(Full title of the plans)
-----------------------
Richard J. Agnich,
Senior Vice President, Secretary and General Counsel
Texas Instruments Incorporated
13500 North Central Expressway
P.O. Box 655474
Dallas, Texas 75265-5474
(Name and address of agent for service)
(972)995-2551
(Telephone number, including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share* price* fee*
- ------------------------------------------------------------------------------------
Common Stock ($1 par value) 350,000 $90.3125 $31,609,375 $9,578.60
- ------------------------------------------------------------------------------------
*Computed on the basis of the average of the high and low prices for Common
Stock on July 8, 1997, which is used as the estimated offering price solely
for the purpose of determining the registration fee in accordance with Rule
457 under the Securities Act of 1933.
- ------------------------------------------------------------------------------------
The contents of the Company's previously filed Registration Statement on Form
S-8, File No. 33-61154, covering shares of Texas Instruments Incorporated
common stock, par value $1.00, issuable under the Texas Instruments Long-Term
Incentive Plan, is hereby incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas and State of Texas, on the 15th day of
July, 1997.
TEXAS INSTRUMENTS INCORPORATED
(Registrant)
By:/s/ WILLIAM A. AYLESWORTH
---------------------------------
William A. Aylesworth
Senior Vice President, Treasurer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the 15th day of July, 1997.
Signature Title
- ------------------------------------ ---------------------------------
*JAMES R. ADAMS
- ------------------------------------ Chairman of the Board;
James R. Adams Director
*DAVID L. BOREN
- ------------------------------------ Director
David L. Boren
*JAMES B. BUSEY IV
- ------------------------------------ Director
James B. Busey IV
*THOMAS J. ENGIBOUS
- ------------------------------------ President; Chief Executive
Thomas J. Engibous Officer; Director
- ------------------------------------ Director
Gerald W. Fronterhouse
- ------------------------------------ Director
David R. Goode
*WAYNE R. SANDERS
- ------------------------------------ Director
Wayne R. Sanders
*GLORIA M. SHATTO
- ------------------------------------ Director
Gloria M. Shatto
*WILLIAM P. WEBER
- ------------------------------------ Vice Chairman; Director
William P. Weber
*CLAYTON K. YEUTTER
- ------------------------------------ Director
Clayton K. Yeutter
/s/ WILLIAM A. AYLESWORTH
- ------------------------------------ Senior Vice President; Treasurer;
William A. Aylesworth Chief Financial Officer;
Chief Accounting Officer
*By: /s/ WILLIAM A. AYLESWORTH
--------------------------------
William A. Aylesworth
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
4 Certificate of Amendment to Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996).
5 Opinion of Richard J. Agnich, Esq.
23(a) Consent of Independent Auditors.
23(b) Consent of Richard J. Agnich, Esq. (included in Exhibit 5).
24 Powers of Attorney for the Directors of the Company.
EXHIBIT 5
---------
July 15, 1997
Board of Directors
Texas Instruments Incorporated
13500 North Central Expressway
Dallas, Texas 75265
Re: Texas Instruments Incorporated
Registration Statement (Form S-8)
Gentlemen:
This opinion of counsel is given in connection with a Registration
Statement (Form S-8) being filed by you with the Securities and Exchange
Commission relating to 350,000 shares of common stock of Texas Instruments
Incorporated ("TI") to be issued pursuant to awards granted under the Texas
Instruments Long-Term Incentive Plan (the "Plan").
As Senior Vice President, Secretary and General Counsel of TI, I am
familiar with all corporate action taken or expected to be taken with respect
to the Plan and the common stock expected to be issued thereunder.
I am pleased to advise that the 350,000 shares of common stock of TI,
when issued and delivered in accordance with the terms of the Plan and
applicable Delaware General Corporation Law, will be duly authorized, validly
issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the above-
referenced Registration Statement.
Sincerely,
/s/ RICHARD J. AGNICH
Richard J. Agnich
Senior Vice President, Secretary
and General Counsel
EXHIBIT 23(a)
-------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Texas Instruments Long-Term Incentive Plan of our
report dated January 22, 1997, with respect to the consolidated financial
statements of Texas Instruments Incorporated incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1996 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
----------------------
Ernst & Young LLP
July 14, 1997
Dallas, Texas
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH, and
each of them, with full power to act without the others, his true and lawful
attorneys-in-fact and agents, with full and several power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 in connection with the registration of
350,000 shares of common stock of Texas Instruments Incorporated for issuance
under the Texas Instruments Long-Term Incentive Plan, a Registration Statement
on Form S-8 in connection with the registration of 5,000,000 shares of common
stock of Texas Instruments Incorporated for issuance under the TI Employees
1997 Stock Purchase Plan, a Post-Effective Amendment No. 1 to a Registration
Statement on Form S-8 in connection with shares of common stock of Texas
Instruments Incorporated registered for issuance under the TI Employees 1988
Stock Option Purchase Plan and a Registration Statement on Form S-8 in
connection with the registration of 100,000 shares of common stock of Texas
Instruments Incorporated for issuance under the Texas Instruments Restricted
Stock Unit Plan for Directors, and any or all amendments or supplements to
such Registration Statements, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 1st day of July, 1997.
/s/ JAMES R. ADAMS
------------------
James R. Adams
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A.
AYLESWORTH, and each of them, with full power to act without the others, his
true and lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of 350,000 shares of common stock of Texas Instruments
Incorporated for issuance under the Texas Instruments Long-Term Incentive
Plan, a Registration Statement on Form S-8 in connection with the registration
of 5,000,000 shares of common stock of Texas Instruments Incorporated for
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective
Amendment No. 1 to a Registration Statement on Form S-8 in connection with
shares of common stock of Texas Instruments Incorporated registered for
issuance under the TI Employees 1988 Stock Option Purchase Plan and a
Registration Statement on Form S-8 in connection with the registration of
100,000 shares of common stock of Texas Instruments Incorporated for issuance
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any
or all amendments or supplements to such Registration Statements, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 7th day of July, 1997.
/s/ DAVID L. BOREN
------------------
David L. Boren
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A.
AYLESWORTH, and each of them, with full power to act without the others, his
true and lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of 350,000 shares of common stock of Texas Instruments
Incorporated for issuance under the Texas Instruments Long-Term Incentive
Plan, a Registration Statement on Form S-8 in connection with the registration
of 5,000,000 shares of common stock of Texas Instruments Incorporated for
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective
Amendment No. 1 to a Registration Statement on Form S-8 in connection with
shares of common stock of Texas Instruments Incorporated registered for
issuance under the TI Employees 1988 Stock Option Purchase Plan and a
Registration Statement on Form S-8 in connection with the registration of
100,000 shares of common stock of Texas Instruments Incorporated for issuance
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any
or all amendments or supplements to such Registration Statements, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 2nd day of July, 1997.
/s/ JAMES B. BUSEY IV
---------------------
James B. Busey IV
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES R. ADAMS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH, and each
of them, with full power to act without the other, his true and lawful
attorneys-in-fact and agents, with full and several power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 in connection with the registration of
350,000 shares of common stock of Texas Instruments Incorporated for issuance
under the Texas Instruments Long-Term Incentive Plan, a Registration Statement
on Form S-8 in connection with the registration of 5,000,000 shares of common
stock of Texas Instruments Incorporated for issuance under the TI Employees
1997 Stock Purchase Plan, a Post-Effective Amendment No. 1 to a Registration
Statement on Form S-8 in connection with shares of common stock of Texas
Instruments Incorporated registered for issuance under the TI Employees 1988
Stock Option Purchase Plan and a Registration Statement on Form S-8 in
connection with the registration of 100,000 shares of common stock of Texas
Instruments Incorporated for issuance under the Texas Instruments Restricted
Stock Unit Plan for Directors, and any or all amendments or supplements to
such Registration Statements, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 2nd day of July, 1997.
/s/ THOMAS J. ENGIBOUS
----------------------
Thomas J. Engibous
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A.
AYLESWORTH, and each of them, with full power to act without the others, his
true and lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of 350,000 shares of common stock of Texas Instruments
Incorporated for issuance under the Texas Instruments Long-Term Incentive
Plan, a Registration Statement on Form S-8 in connection with the registration
of 5,000,000 shares of common stock of Texas Instruments Incorporated for
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective
Amendment No. 1 to a Registration Statement on Form S-8 in connection with
shares of common stock of Texas Instruments Incorporated registered for
issuance under the TI Employees 1988 Stock Option Purchase Plan and a
Registration Statement on Form S-8 in connection with the registration of
100,000 shares of common stock of Texas Instruments Incorporated for issuance
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any
or all amendments or supplements to such Registration Statements, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 3rd day of July, 1997.
/s/ WAYNE R. SANDERS
---------------------
Wayne R. Sanders
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A.
AYLESWORTH, and each of them, with full power to act without the others, her
true and lawful attorneys-in-fact and agents, with full and several power of
substitution, for her and in her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of 350,000 shares of common stock of Texas Instruments
Incorporated for issuance under the Texas Instruments Long-Term Incentive
Plan, a Registration Statement on Form S-8 in connection with the registration
of 5,000,000 shares of common stock of Texas Instruments Incorporated for
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective
Amendment No. 1 to a Registration Statement on Form S-8 in connection with
shares of common stock of Texas Instruments Incorporated registered for
issuance under the TI Employees 1988 Stock Option Purchase Plan and a
Registration Statement on Form S-8 in connection with the registration of
100,000 shares of common stock of Texas Instruments Incorporated for issuance
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any
or all amendments or supplements to such Registration Statements, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as she might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 1st day of July, 1997.
/s/ GLORIA M. SHATTO
--------------------
Gloria M. Shatto
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A.
AYLESWORTH, and each of them, with full power to act without the others, his
true and lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of 350,000 shares of common stock of Texas Instruments
Incorporated for issuance under the Texas Instruments Long-Term Incentive
Plan, a Registration Statement on Form S-8 in connection with the registration
of 5,000,000 shares of common stock of Texas Instruments Incorporated for
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective
Amendment No. 1 to a Registration Statement on Form S-8 in connection with
shares of common stock of Texas Instruments Incorporated registered for
issuance under the TI Employees 1988 Stock Option Purchase Plan and a
Registration Statement on Form S-8 in connection with the registration of
100,000 shares of common stock of Texas Instruments Incorporated for issuance
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any
or all amendments or supplements to such Registration Statements, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 1st day of July, 1997.
/s/ WILLIAM P. WEBER
--------------------
William P. Weber
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A.
AYLESWORTH, and each of them, with full power to act without the others, his
true and lawful attorneys-in-fact and agents, with full and several power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 in connection with
the registration of 350,000 shares of common stock of Texas Instruments
Incorporated for issuance under the Texas Instruments Long-Term Incentive
Plan, a Registration Statement on Form S-8 in connection with the registration
of 5,000,000 shares of common stock of Texas Instruments Incorporated for
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective
Amendment No. 1 to a Registration Statement on Form S-8 in connection with
shares of common stock of Texas Instruments Incorporated registered for
issuance under the TI Employees 1988 Stock Option Purchase Plan and a
Registration Statement on Form S-8 in connection with the registration of
100,000 shares of common stock of Texas Instruments Incorporated for issuance
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any
or all amendments or supplements to such Registration Statements, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 2nd day of July, 1997.
/s/ CLAYTON K. YEUTTER
----------------------
Clayton K. Yeutter
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS and RICHARD J. AGNICH, and each of
them, with full power to act without the other, his true and lawful attorneys-
in-fact and agents, with full and several power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 in connection with the registration of
350,000 shares of common stock of Texas Instruments Incorporated for issuance
under the Texas Instruments Long-Term Incentive Plan, a Registration Statement
on Form S-8 in connection with the registration of 5,000,000 shares of common
stock of Texas Instruments Incorporated for issuance under the TI Employees
1997 Stock Purchase Plan, a Post-Effective Amendment No. 1 to a Registration
Statement on Form S-8 in connection with shares of common stock of Texas
Instruments Incorporated registered for issuance under the TI Employees 1988
Stock Option Purchase Plan and a Registration Statement on Form S-8 in
connection with the registration of 100,000 shares of common stock of Texas
Instruments Incorporated for issuance under the Texas Instruments Restricted
Stock Unit Plan for Directors, and any or all amendments or supplements to
such Registration Statements, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
on this 1st day of July, 1997.
/s/ WILLIAM A. AYLESWORTH
-------------------------
William A. Aylesworth
