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): May 21, 2003 NATIONAL SEMICONDUCTOR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-6453 95-2095071 (State of Incorporation) (Commission (I.R.S. Employer File Number) Identification Number) 2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090 SANTA CLARA, CALIFORNIA 95052-8090 (Address of Principal Executive Offices) (408) 721-5000 (Registrant's telephone number, including area code) NATIONAL SEMICONDUCTOR CORPORATION Index Page ---- Item 7. Financial Statements and Exhibits 3 Item 9. Regulation FD Disclosure 3 Signature 4 NATIONAL SEMICONDUCTOR CORPORATION Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c ) Exhibits -------------- Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 News release dated May 21, 2003* * This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended. Item 9. REGULATION FD DISCLOSURE This information, furnished under this "Item 9. Regulation FD disclosure," is intended to be furnished under "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216 and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended. On May 21, 2003, the company issued a news release updating its progress in implementing the strategic profit-improvement actions announced in February 2003. The news release is attached as Exhibit 99.1. The key parts of the plan were efforts to sell the information appliance ("IA") and cellular baseband businesses. The company has conferred with several prospective buyers of the IA business and is continuing to actively pursue a sale. The company has decided, however, to close its cellular baseband business, effective immediately. It is therefore eliminating approximately 340 positions from its worldwide workforce, which includes positions in the business units and related support functions as well as for various infrastructure reductions consistent with the company's overall profit-improvement objectives. As a result of these actions, the company will incur charges of approximately $25 to $30 million in the fourth fiscal quarter which ends May 25, 2003. 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. NATIONAL SEMICONDUCTOR CORPORATION Dated: May 21, 2003 \S\ Robert E. DeBarr Robert E. DeBarr Controller (Principal Accounting Officer)