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): June 23, 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On June
23, 2008, the Registrant filed with the Secretary of State of Delaware a
Certificate of Elimination that eliminates all references to Series B
Participating Cumulative Preferred Stock from the Registrant’s Certificate of
Incorporation. A copy of the Certificate of Elimination is attached
hereto as Exhibit 3 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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3
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Certificate
of Elimination of Series B Participating Cumulative Preferred
Stock
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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 TI or its
management:
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·
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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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·
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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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·
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TI’s
ability to develop, manufacture and market innovative products in a
rapidly changing technological
environment;
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·
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TI’s
ability to compete in products and prices in an intensely competitive
industry;
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·
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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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·
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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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·
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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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·
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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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·
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Customer
demand that differs from our
forecasts;
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·
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The
financial impact of inadequate or excess TI inventory that results
from demand that differs from
projections;
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·
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TI's
ability to access its bank accounts and lines of credit or otherwise
access the capital markets;
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·
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Product
liability or warranty claims, claims based on epidemic or delivery failure
or recalls by TI customers for a product containing a TI
part;
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·
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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:
June 23, 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, Secretary
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and
General Counsel
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Exhibit
3
CERTIFICATE
OF ELIMINATION
OF
SERIES B
PARTICIPATING CUMULATIVE PREFERRED STOCK
Pursuant
to Section 151(g)
of the
General Corporation Law
of the
State of Delaware
Texas Instruments
Incorporated, a corporation organized and existing under the General Corporation
Law of the State of Delaware, in accordance with the provisions of Section
151(g) of the General Corporation Law of the State of Delaware, hereby certifies
as follows:
1. That
the Company filed on June 23, 1998, in the office of the Secretary of State of
Delaware, a Certificate of Designation, which established the voting
powers, designations, preferences and relative, participating and other rights,
and the qualifications, limitations or restrictions of the Company’s Series B
Participating Cumulative Preferred Stock.
2. That
no shares of said Series B Participating Cumulative Preferred Stock are
outstanding and no shares thereof will be issued.
3. That
at a meeting of the Board of Directors of Texas Instruments Incorporated, the
following resolution was adopted:
RESOLVED,
that the appropriate officers of the Company are hereby authorized and directed
to file a Certificate with the office of the Secretary of State of Delaware
setting forth a copy of this resolution whereupon all reference to the Series B
Participating Cumulative Preferred Stock, as established by a Certificate of
Designation filed in the office of the Secretary of State of Delaware on June
23, 1998, no shares of which are outstanding and no shares of which will be
issued, shall be eliminated from the Restated Certificate of Incorporation, as
amended, of the Company.
4. That
accordingly, all references to the Series B Participating Cumulative Preferred
Stock be, and they hereby are, eliminated form the Restated Certificate of
Incorporation, as amended, of the Company.
IN
WITNESS WHEREOF, Texas Instruments Incorporated has caused this certificate to
be signed by Joseph F. Hubach, its Senior Vice President, Secretary and General
Counsel, and attested by Cynthia H. Haynes, its Assistant Secretary, as of this
20th day of June, 2008.
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TEXAS
INSTRUMENTS INCORPORATED
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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, Secretary
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and
General Counsel
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ATTEST:
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By:
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/s/ Cynthia H. Haynes
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Cynthia
H. Haynes
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Assistant
Secretary
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