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As filed with the Securities and Exchange Commission on July 15, 1997
Registration No. 33-21407
- - ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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TI EMPLOYEES 1988 STOCK OPTION PURCHASE PLAN
(Full title of the plans)
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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)
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EXPLANATORY STATEMENT
A total of 4,000,000 shares of common stock of Texas Instruments Incorporated
("the Company") were registered by Registration Statement on Form S-8, File
No. 33-21407, to be issued in connection with the TI Employees 1988 Stock
Option Purchase Plan (the "1988 Plan"). On April 17, 1997, the stockholders
of the Company approved the TI Employees 1997 Stock Purchase Plan (the "1997
Plan"), which replaces the 1988 Plan. Both the 1988 Plan and the 1997 Plan
are intended to qualify as "employee stock purchase plans" under Section 423
of the Internal Revenue Code of 1986, as amended from time to time. Two
million three hundred thousand (2,300,000) shares of common stock of the
Company which were registered in connection with the 1988 Plan have not been
issued under the 1988 Plan and, pursuant to Instruction E to Form S-8 and the
telephonic interpretation of the Securities and Exchange Commission set forth
at pages 137-38 of the Division of Corporation Finance's Manual of Publicly
Available Telephone Interpretations (January 1997), are carried forward to,
and deemed covered by, the Registration Statement of Form S-8 filed on or
about the date hereof in connection with the 1997 Plan.
PART II
Item 3. Incorporation of Documents by Reference.
The Registration Statement on Form S-8, File No. 33-21407, is 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 Post Effective
Amendment No. 1 to the 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)
/s/ WILLIAM A. AYLESWORTH
By: -------------------------------
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
*WILLIAM A. AYLESWORTH
- - ------------------------------------ Senior Vice President; Treasurer;
William A. Aylesworth Chief Financial Officer;
Chief Accounting Officer
*By: /s/ WILLIAM A. AYLESWORTH
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William A. Aylesworth
Attorney-in-fact