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): November 14, 1997 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 No.) 2900 Semiconductor Drive, P.O. Box 58090 Santa Clara, California 95052-8090 ----------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (408) 721-5000 NATIONAL SEMICONDUCTOR CORPORATION INDEX Page No. -------- Item 5. Other Events 3 Signature 4 Item 5. Other Events - --------------------- On November 13, 1997, Cyrix Corporation and National Semiconductor Corporation announced that a class action complaint was filed on November 12, 1997 by a purported Cyrix stockholder in the Superior Court of the State of California for the County of Santa Clara. The complaint names both Cyrix and National as defendants as well as the board of directors and chief executive officer of Cyrix and alleges that the Cyrix board breached its fiduciary duties in connection with its approval of Cyrix's proposed merger with a subsidiary of National. The complaint further alleges that National aided and abetted the alleged breach of fiduciary duty. The complaint seeks monetary and other relief. SIGNATURE - --------- 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 thereunto duly authorized. NATIONAL SEMICONDUCTOR CORPORATION Date: November 14, 1997 /s/ Richard D. Crowley, Jr. ---------------------------------- Richard D. Crowley, Jr. Vice President and Controller Signing on behalf of the registrant and as principal accounting officer Page 4 of 4