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 21, 2011
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
|
DELAWARE
|
001-03761
|
75-0289970
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission file number)
|
(I.R.S. employer 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
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-4(c))
|
ITEM 8.01. Other Events.
The Registrant’s news release dated September 21, 2011, regarding the clearance of all required regulatory reviews for its acquisition of National Semiconductor Corporation attached hereto as Exhibit 99 is incorporated by reference herein.
ITEM 9.01 Exhibits
|
Designation
of Exhibit
in this
Report
|
|
Description of Exhibit
|
|
99
|
|
Registrant’s News Release
|
|
|
Dated September 21, 2011 (furnished pursuant to Item 8.01)
|
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: September 21, 2011
|
|
By:
|
|
/s/ JOSEPH F. HUBACH
|
|
|
|
Joseph F. Hubach
|
||
|
|
|
Senior Vice President, Secretary and
|
||
|
|
|
General Counsel
|
||
Exhibit 99
Texas Instruments acquisition of National Semiconductor
clears regulatory reviews
DALLAS (Sept. 21, 2011) – Texas Instruments Incorporated (TI) (NYSE: TXN) and National Semiconductor (NYSE: NSM) today announced that TI’s proposed acquisition of National has cleared all required regulatory reviews, moving the companies closer to the transaction close.
The companies expect the transaction to be complete on September 23, just slightly ahead of the six- to nine-month timeframe originally anticipated when the acquisition was announced on April 4.
Forward-Looking Statements
This release 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 the companies “expect” or other words or phrases of similar import. 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, including the ability of TI and National to consummate the proposed merger and the satisfaction of the conditions precedent to such consummation, and the other risks and important factors contained and identified in TI’s or National’s most recent Annual Report on Form 10-K and other SEC filings of the companies that could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in this release are made only as of the date of this release, and TI and National undertake no obligation to update the forward-looking statements to reflect subsequent events or circumstances.
About TI
Texas Instruments semiconductor innovations help 80,000 customers unlock the possibilities of the world as it could be – smarter, safer, greener, healthier and more fun. Our commitment to building a better future is ingrained in everything we do – from the responsible manufacturing of our semiconductors, to caring for our employees, to giving back inside our communities. This is just the beginning of our story. Learn more at www.ti.com.
About National
National Semiconductor is a leader in power management technology. Known for its easy-to-use analog integrated circuits and world-class supply chain, National’s high-performance analog products enable its customers’ systems to be more energy efficient. Headquartered in Santa Clara, Calif., National reported sales of $1.52 billion for fiscal 2011. Additional information is available at www.national.com.