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): December 16, 2004
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-6453 95-2095071
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(State of Incorporation) (Commission (I.R.S.Employer
File Number) Identification Number)
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
SANTA CLARA, CALIFORNIA 95052-8090
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(Address of Principal Executive Offices)
(408) 721-5000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communication 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-4(c))
NATIONAL SEMICONDUCTOR CORPORATION
Table of Contents
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Section 8 - Other Events
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Item 8.01 Other Events 3
Signature 4
NATIONAL SEMICONDUCTOR CORPORATION
Item 8.01 OTHER EVENTS
In April 2002, ZF Micro Solutions, Inc. brought suit against us in California
Superior Court alleging a number of contract and tort claims related to an
agreement we entered into in 1999 to design and manufacture a custom integrated
circuit device for ZF Micro Devices. ZF Micro Devices ceased business operations
in February 2002 and the case was brought by ZF Micro Solutions as successor to
ZF Micro Devices. The case began trial in May 2004 and on June 14, 2004, the
jury in the case found for ZF Micro Solutions on a claim on intentional
misrepresentation, awarding damages of $28.0 million and on a claim of breach of
the implied covenant of good faith and fair dealing, awarding damages of $2.0
million. On seven other claims brought by the plaintiff, the jury found for us.
The jury also found for us on our breach of contract cross-claim, awarding
damages of $1.1 million. In response to our challenges to the verdicts in favor
of ZF Micro Solutions in post-trial motions, the court ordered a new trial on
all issues and a new trial date of February 22, 2005 was set by the court.
During a settlement conference held December 16, 2004, the case was settled. We
have agreed to pay to the plaintiff the sum of $20 million, which must be paid
into an escrow account no later than January 5, 2005. In addition, we have
agreed to grant the plaintiff a royalty free license for the manufacture and
sale of the custom device at issue in the case. All claims will be released by
the parties and the case dismissed once the settlement documents have been
completed and the settlement funds released to the plaintiff.
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
//S// Robert E. DeBarr
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Dated: December 17, 2004 Robert E. DeBarr
Controller
Signing on behalf of the registrant and
as principal accounting officer