SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 1999
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TEXAS INSTRUMENTS INCORPORATED
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(Exact name of Registrant as specified in its charter)
Delaware 1-3761
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(State of Incorporation) (Commission File No.)
75-0289970
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(I.R.S. Employer Identification No.)
8505 Forest Lane,
P. O. Box 660199, Dallas, Texas 75266-0199
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (972) 995-3773
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ITEM 5. Other Events.
The information set forth in the Registrant's news release dated
May 23, 1999 (attached hereto as Exhibit 21) is incorporated herein by
reference to such news release.
ITEM 7. Exhibits.
Designation of
Exhibit in
this Report Description of Exhibit
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21 Registrant's news release
dated May 23, 1999
SIGNATURE
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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
By: /s/ O. WAYNE COON
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O. Wayne Coon
Vice President and
Assistant Secretary
Date: May 24, 1999
Exhibit Index
Designation of
Exhibit in Paper (P)
this Report Description of Exhibit or Electronic (E)
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21 Registrant's news release E
dated May 23, 1999
EXHIBIT 21
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News Release
C-99024
Cross-License Agreement Expected to Bring
More Than $1 Billion to TI Over Next 10 Years;
Agreement Follows Jury Decision that Validates
Strength and Breadth of TI Patents
Dallas (May 23, 1999) - Texas Instruments said today it signed a 10-year
cross-license agreement with Hyundai Electronics Industries Co., the world's
second largest producer of memory chips. Based on projected Hyundai
integrated circuit revenues over the term of the agreement, TI expects to
receive royalty payments of more than $1 billion. This agreement comprehends
the planned merger between Hyundai and LG Semicon Co. Ltd.
The cross-license agreement follows a jury trial in U.S. District Court for
the Eastern District of Texas that was concluded in March 1999 in TI's favor.
In that trial, the jury found that TI's patents were valid and that Hyundai
willfully infringed them.
TI had been working to negotiate a cross-license agreement with Hyundai since
1997, when a previous agreement between the companies expired. After
negotiations failed, TI filed patent infringement cases against Hyundai in May
1998 in the United States, Great Britain, France, Germany, The Netherlands and
Japan. With the new agreement, all remaining litigation between TI and
Hyundai is settled. The agreement is retroactive to November 1997 and will
expire at the end of 2007.
The royalties to be paid by Hyundai over the life of this new agreement are
significantly more than those paid under the previous agreement. "The jury
decision and the subsequent settlement are indicative of the strength of TI's
portfolio of more than 6,000 patents," said Richard J. Agnich, senior vice
president and general counsel of Texas Instruments. "These patents have
resulted from billions of dollars of R&D investments over many years. We'll
license our technology, but we won't give it away."
The patents highlighted in the federal court trial were only two of a number
of patents in TI's portfolio that were involved in the litigation with
Hyundai. These patents, known as the "Head Patents" after TI inventor Claude
Head, cover the intelligent transfer of work within an asynchronously
automated assembly line and are considered essential to the efficient
operation of modern automated wafer fabrication facilities.
TI expects to accrue approximately $86 million in the second quarter of 1999
for catch-up royalties due under the new agreement, including $27 million for
the first quarter of 1999. Net of resulting expense and taxes, the catch-up
payment is expected to add about $0.12 to TI's earnings per share in the
second quarter. This earnings-per-share amount is based on the number of
shares outstanding as of March 31, 1999.
# # #
NOTE TO EDITORS: Texas Instruments Incorporated is a global semiconductor
company and the world's leading designer and supplier of digital signal
processing and analog technologies, the engines driving the digitization of
electronics. Headquartered in Dallas, Texas, the company's businesses also
include materials and controls, educational and productivity solutions, and
digital imaging. The company has manufacturing 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 http://www.ti.com.
Safe Harbor Statement: Statements contained in this press release concerning
expectations for royalty payments to be paid to TI by Hyundai, the effect of
such royalty payments on TI's earnings per share and other statements of
management's beliefs, goals and expectations are "forward-looking statements"
as that term is defined in the Private Securities Litigation Reform Act of
1995, and are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by these
statements. Expected royalty payments, which will affect TI's results, are
based on assumptions with respect to Hyundai's future worldwide integrated
circuit revenues. Hyundai's actual revenues may differ depending on factors
including general market conditions and demand for its integrated circuits.
The actual level of such revenues is entirely beyond TI's control. TI's
expected earnings-per-share amount is based on assumptions with respect to
TI's results of operations. The actual results of operations may differ.
Refer to TI's Form 10-K for the year 1998 for more information on the risks
and uncertainties that could cause actual results to differ. We disclaim any
obligation to update any forward-looking statements as a result of
developments occurring after the date of this press release.
