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As filed with the Securities and Exchange Commission on November 24, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NATIONAL INSTRUMENTS CORPORATION.
(Exact name of Registrant as specified in its charter)
DELAWARE 74-1871327
(State of Incorporation) (I.R.S. Employer Identification Number)
11500 NORTH MOPAC EXPRESSWAY
AUSTIN, TEXAS 78759
(Address, including zip code, of Registrant's principal executive offices)
AMENDED AND RESTATED 1994 INCENTIVE PLAN
(Full title of the plan)
JAMES J. TRUCHARD, PHD
PRESIDENT AND CHAIRMAN OF THE BOARD OF DIRECTORS
NATIONAL INSTRUMENTS CORPORATION
11500 NORTH MOPAC EXPRESSWAY
AUSTIN, TEXAS 78759
(512) 338-9119
(Name, address, and telephone number, including area code, of agent for service)
COPY TO:
Kenneth M. Siegel, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price(2) Fee(2)
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Common Stock, par value
$0.01 per share.............. 4,725,000 $31.09375 $146,917,969 $40,844
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(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of common stock.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act") solely for the purpose of calculating the
registration fee based on the average of the high and low prices of the
Company's common stock as reported on Nasdaq on November 23, 1999.
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The contents of the Registrant's Forms S-8 Registration Statement, Registration
No. 33-91608, dated April 25, 1995, relating to the Registrant's 1994 Incentive
Plan are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
NUMBER DOCUMENT
- ------ --------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
with respect to the legality of the securities being registered.
10.1 Registrant's Amended and Restated 1994 Incentive Plan.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.1 Power of Attorney (See page 4 of the Registration Statement).
[Remainder of Page Intentionally Left Blank]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
National Instruments Corporation, 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 Austin, State of Texas,
on November 24, 1999.
NATIONAL INSTRUMENTS CORPORATION
By: /s/ JAMES J. TRUCHARD
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Dr. James J. Truchard, President and
Chairman of the Board of Directors
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. James J. Truchard and Alexander M.
Davern and each of them, acting individually, as his attorney-in-fact, with full
power of substitution, for him and in any and all capacities, to sign any and
all amendments to this Registration Statement on this Form S-8 (including
post-effective amendments or any abbreviated registrations statement and any
amendments thereto filed pursuant to Rule 462(b) increasing the number of
securities for which registration is sought) and to file the same, with all
exhibits thereto and other documents in connection there with, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ JAMES J. TRUCHARD Chairman of the Board and President November 24, 1999
- --------------------------- (Principal Executive Officer)
Dr. James J. Truchard
/s/ ALEXANDER M. DAVERN Chief Financial Officer and Treasurer November 24, 1999
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Alexander M. Davern Officer)
/s/ JEFFREY L. KODOSKY Director November 24, 1999
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Jeffrey L. Kodosky
/s/ WILLIAM C. NOWLIN, JR. Director November 24, 1999
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William C. Nowlin, Jr.
/s/ BEN G. STREETMAN Director November 24, 1999
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Ben G. Streetman
/s/ L. WAYNE ASHBY Director November 24, 1999
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L. Wayne Ashby
/s/ DONALD M. CARLTON Director November 24, 1999
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Donald M. Carlton
/s/ R. GARY DANIELS Director November 24, 1999
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R. Gary Daniels
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INDEX TO EXHIBITS
NUMBER DOCUMENT
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
with respect to the legality of the securities being registered.
10.1 Registrant's Amended and Restated 1994 Incentive Plan.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
24.1 Power of Attorney (See page 4 of the Registration Statement).
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