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): June 9, 2005
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
DELAWARE 001-03761 75-0289970
(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 8.01. Other Events
The Registrant's news release dated June 9, 2005, regarding developments in
litigation between the Registrant and Qualcomm Incorporated, 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 June 9, 2005 (furnished pursuant to Item 8.01)
"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:
- - 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;
- - 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 suppliers operate;
- - Availability and cost of raw materials and critical manufacturing
equipment;
- - 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;
- - Changes in the accounting treatment of stock options and other share-based
compensation;
- - Losses or curtailments of purchases from key customers and the timing and
amount of distributor and other customer inventory adjustments;
- - Customer demand that differs from company forecasts;
- - The financial impact of inadequate or excess TI inventories to meet demand
that differs from projections;
- - Product liability or warranty claims, or recalls by TI customers for a
product containing a TI part;
- - 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 factors, see the text under the heading
"Cautionary Statements Regarding Future Results of Operations" in Item 1 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.
TEXAS INSTRUMENTS INCORPORATED
Date: June 10, 2005 By: /s/ JOSEPH F. HUBACH
--------------------------
Joseph F. Hubach
Senior Vice President,
Secretary and
General Counsel
Exhibit 99
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NEWS RELEASE
C-05032
DELAWARE SUPREME COURT RULES IN TI'S FAVOR, AFFIRMS LOWER COURT RULING
TI Retains Rights to Qualcomm Patents
DALLAS (June 9, 2005) -- The Delaware Supreme Court has affirmed the ruling
of the Delaware Court of Chancery, by a 5-0 vote, rejecting a claim by Qualcomm
Incorporated that Texas Instruments Incorporated (TI) (NYSE:TXN) materially
breached the parties' cross-license agreement.
Qualcomm had appealed a ruling by Chancellor William B. Chandler, III of the
Delaware Court of Chancery, issued in June last year. In that ruling, the court
rejected an assertion by Qualcomm that TI materially breached the cross-license
agreement that has existed between the companies since December 2000. The
Delaware Supreme Court heard the appeal April 20 and in its finding, dated June
8, affirmed the Court of Chancery ruling that no such material breach of the
agreement occurred.
With Qualcomm having abandoned in August 2004 a previous claim for damages, the
latest ruling disposes of all outstanding claims in the existing litigation
between the parties. The license rights of each party under the cross-license
agreement remain in effect.
"We are pleased that the Delaware Supreme Court has upheld the Court of
Chancery's ruling in TI's favor on these issues. We believe that this was the
correct outcome," said Senior Vice President and General Counsel Joseph F.
Hubach.
# # #
ABOUT TEXAS INSTRUMENTS
Texas Instruments Incorporated provides innovative DSP and Analog technologies
to meet our customers' real world signal processing requirements. In addition to
Semiconductor, the company's businesses include Sensors & Controls and
Educational & Productivity Solutions. TI is headquartered in Dallas, Texas, and
has manufacturing, design or sales operations in more than 25 countries.
Texas Instruments is traded on the New York Stock Exchange under the symbol TXN.
More information is located on the World Wide Web at www.ti.com.
SAFE HARBOR
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: 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 TI or its management "believes," "expects," "anticipates,"
"foresees," "forecasts," "estimates" or other words or phrases of similar
import. Similarly, statements in this release 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:
- - 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;
- - 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,
the outcome of tax audits and the ability to realize deferred tax assets;
- - Changes in the accounting treatment of stock options and other share-based
compensation;
- - Losses or curtailments of purchases from key customers and the timing and
amount of distributor and other customer inventory adjustments;
- - Customer demand that differs from company forecasts;
- - The financial impact of inadequate or excess TI inventories to meet demand
that differs from projections;
- - Product liability or warranty claims, or recalls by TI customers for a
product containing a TI part;
- - 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 factors, see the text under the heading
"Cautionary Statements Regarding Future Results of Operations" in Item 1 of the
company's most recent Form 10-K. The forward-looking statements included in this
release are made only as of the date of publication, and the company undertakes
no obligation to update the forward-looking statements to reflect subsequent
events or circumstances.