As filed with the Securities and Exchange Commission on July 15, 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 RESTRICTED STOCK UNIT PLAN FOR DIRECTORS
(Full title of the plan)
------------------------
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) 100,000 $90.3125 $9,031,250 $2,736.74
- -------------------------------------------------------------------------------
*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.
- ----------------------------------------------------------------------------
PART II
Item 3. Incorporation of Documents by Reference
The following documents have been filed by Texas Instruments Incorporated (the
"Company" or "TI") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and are hereby incorporated herein by reference and made a part of this
registration statement:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
3. The Company's Current Reports on Form 8-K dated January 4, 1997,
January 17, 1997, March 7, 1997, March 14, 1997 and April 21, 1997; and
4. The description of the Company's common stock set forth in the
Company's Registration Statement on Form 10 filed with the Commission pursuant
to Section 12 of the Exchange Act, and the descriptions concerning changes in
securities contained in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1988 relating to the Company's Share Purchase Rights
Plan, together with any amendment or report filed with the Commission for the
purpose of updating such descriptions.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any subsequently filed
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The General Corporation Law of the State of Delaware, at Section 145,
provides, in pertinent part, that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as the director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. In addition, the
indemnification of expenses (including attorneys' fees) is allowed in
derivative actions, except no indemnification is allowed in respect to any
claim, issue or matter as to which any such person has been adjudged to be
liable to the corporation, unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought decides that
indemnification is proper. To the extent that any such person succeeds on the
merits or otherwise, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. The determination that the person to be indemnified met the
applicable standard of conduct, if not made by a court, is made by the
directors of the corporation by a majority vote of the directors not party to
such an action, suit or proceeding even though less than a quorum or, if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion or by the stockholders. Expenses may be paid in
advance upon the receipt, in the case of officers and directors, of
undertakings to repay such amount if it shall ultimately be determined that
the person is not entitled to be indemnified by the corporation as authorized
in this section. A corporation may purchase indemnity insurance.
The above described indemnification and advancement of expenses, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and inure to the
benefit of such person's heirs, executors and administrators.
Article VI, Section 2 of the Company's By-laws provides that the Company shall
indemnify its officers and directors for such expenses, judgments, fines and
amounts paid in settlement to the full extent permitted by the laws of the
State of Delaware.
Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits
a corporation to provide in its certificate of incorporation that a director
of the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
Article Seventh of the Company's Restated Certificate of Incorporation
contains such a provision.
Under insurance policies of the Company, directors and officers of the Company
may be indemnified against certain losses arising from certain claims,
including claims under the Securities Act of 1933, which may be made against
such persons by reason of their being such directors or officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4(a) Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K
for the year 1993).
4(b) Certificate of Amendment to Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the year 1993).
4(c) Certificate of Amendment to Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3(c) to the Company's
Annual Report on Form 10-K for the year 1993).
4(d) Certificate of Designations relating to the Company's Participating
Cumulative Preferred Stock (incorporated by reference to Exhibit 3(d)
to the Company's Annual Report on Form 10-K for the year 1993).
4(e) Certificate of Ownership Merging Texas Instruments Automation Controls,
Inc., into the Company (incorporated by reference to Exhibit 3(e) to
the Company's Annual Report on Form 10-K for the year 1993).
4(f) Certificate of Elimination of Designations of Preferred Stock of the
Company (incorporated by reference to Exhibit 3(f) to the Company's
Annual Report on Form 10-K for the year 1993).
4(g) Certificate of Amendment to Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).
4(h) By-Laws of the Registrant (incorporated by reference to Exhibit 3 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1993).
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.
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs 1(i)
and 1(ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
The Company hereby further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions set forth or described in Item 6 of this
registration statement, or otherwise (but that term shall not include the
insurance policies referred to in Item 6), the Company has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in a successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities registered hereby, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
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
*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 E x h i b i t
- ------- - - - - - - -
4(a) Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the year 1993).
4(b) Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit 3(b) to the Company's Annual Report on Form 10-K for
the year 1993).
4(c) Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit 3(c) to the Company's Annual Report on Form 10-K for
the year 1993).
4(d) Certificate of Designations relating to the Company's
Participating Cumulative Preferred Stock (incorporated by
reference to Exhibit 3(d) to the Company's Annual Report on
Form 10-K for the year 1993).
4(e) Certificate of Ownership Merging Texas Instruments Automation
Controls, Inc., into the Company (incorporated by reference to
Exhibit 3(e) to the Company's Annual Report on Form 10-K for
the year 1993).
4(f) Certificate of Elimination of Designations of Preferred Stock
of the Company (incorporated by reference to Exhibit 3(f) to
the Company's Annual Report on Form 10-K for the year 1993).
4(g) Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996).
4(h) By-Laws of the Registrant (incorporated by reference to
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993).
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 100,000 shares of common stock of Texas
Instruments Incorporated ("TI") to be issued pursuant to awards granted
under the Texas Instruments Restricted Stock Unit Plan for Directors
(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 100,000 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 Restricted
Stock Unit Plan for Directors 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
