As filed with the Securities and Exchange Commission on August 8, 2003
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TEXAS INSTRUMENTS INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware 75-0289970
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12500 TI Boulevard
P.O. Box 655474
Dallas, Texas 75265-5474
(Address of principal executive offices including zip code)
TEXAS INSTRUMENTS 2003 DIRECTOR COMPENSATION PLAN
(Full title of the plans)
Joseph F. Hubach,
Senior Vice President, Secretary and General Counsel
Texas Instruments Incorporated
12500 TI Boulevard
P.O. Box 660199
Dallas, Texas 75265-0199
(Name and address of agent for service)
972-995-3773
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Offering Aggregate Amount of
Class of Securities Amount to be Price Per Offering Registration
to be Registered Registered** Share* Price* Fee*
Common Stock 2,000,000 $18.635 $37,270,000 $3,106
($1 par value)
* Computed on the basis of the average of the high and low prices for the common
stock on August 4, 2003, which is used in the estimated offering price solely
for the purpose of determining the registration fee in accordance with Rule 457
under the Securities Act of 1933.
** Plus an indeterminate number of additional shares which may be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
PART II
Item 3. Incorporation of Documents by Reference
The following documents have been filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and are hereby incorporated herein by reference and
made a part of this registration statement:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
2002;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
2003 and June 30, 2003;
3. The Company's Current Reports on Form 8-K filed February 11, 2003, March 17,
2003, April 15, 2003, May 5, 2003, June 10, 2003 and July 21, 2003; and
4. The description of the Company's common stock contained in our Registration
Statements on Form 8-A and 10 filed with the Commission pursuant to Section 12
of the Exchange Act, together with any amendment or report filed with the
Commission for the purpose of updating such descriptions.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statements so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The General Corporation Law of the State of Delaware, at Section 145, provides,
in pertinent part, that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as the
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful. In
addition, the indemnification of expenses (including attorneys' fees) is allowed
in derivative actions, except no indemnification is allowed in respect to any
claim, issue or matter as to which any such person has been adjudged to be
liable to the corporation, unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought decides that
indemnification is proper. To the extent that any such person succeeds on the
merits or otherwise, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. The determination that the person to be indemnified met the
applicable standard of conduct, if not made by a court, is made by the directors
of the corporation by a majority vote of the directors not party to such an
action, suit or proceeding even though less than a quorum, by a Committee of
such directors designated by a majority vote of such directors even though less
than a quorum, or, if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion or by the
stockholders. Expenses may be paid in advance upon the receipt, in the case of
officers and directors, of undertakings to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the corporation as authorized in this section. A corporation may purchase
indemnity insurance.
The above described indemnification and advancement of expenses, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and inure to the benefit of
such person's heirs, executors and administrators.
Article VI, Section 2 of the Company's By-laws provides that the Company shall
indemnify its officers and directors for such expenses, judgments, fines and
amounts paid in settlement to the full extent permitted by the laws of the State
of Delaware.
Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. Article Seventh of
the Company's Restated Certificate of Incorporation contains such a provision.
Under insurance policies of the Company, directors and officers of the Company
may be indemnified against certain losses arising from certain claims, including
claims under the Securities Act of 1933, which may be made against such persons
by reason of their being such directors or officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
5 Opinion of Joseph F. Hubach, Esq.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Joseph F. Hubach, Esq. (included in Exhibit 5).
24 Power of Attorney (included on signature pages).
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs 1(i) and 1(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The Company hereby further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions set forth or described in Item 6 of this
registration statement, or otherwise (but that term shall not include the
insurance policies referred to in Item 6), the Company has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in a successful
defense of any action, suit or proceeding) is asserted against the Company by
such director, officer or controlling person in connection with the securities
registered hereby, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Dallas and State of Texas, on the 8th day of August,
2003.
TEXAS INSTRUMENTS INCORPORATED
(Registrant)
By: /s/ WILLIAM A. AYLESWORTH
-----------------------------
WILLIAM A. AYLESWORTH
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
THOMAS J. ENGIBOUS, JOSEPH F. HUBACH and WILLIAM A. AYLESWORTH, and each of
them, with full power to act without the others, his or her true and lawful
attorneys-in-fact and agents, with full and several power of substitution, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign the Registration Statement on Form S-8 under the Securities Act of 1933
and any or all amendments or supplements to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitutes,
may lawfully 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 indicated
on the 17th day of July, 2003.
Signature Title
/s/ JAMES R. ADAMS Director
________________________________________
James R. Adams
/s/ DAVID L. BOREN Director
________________________________________
David L. Boren
/s/ DANIEL A. CARP Director
________________________________________
Daniel A. Carp
/s/ THOMAS J. ENGIBOUS Chairman of the
________________________________________ Board;
Thomas J. Engibous President; Chief
Executive
Officer; Director
/s/ GERALD W. FRONTERHOUSE Director
________________________________________
Gerald W. Fronterhouse
Director
________________________________________
David R. Goode
/s/ WAYNE R. ANDERS Director
________________________________________
Wayne R. Sanders
/s/ RUTH J. SIMMONS Director
________________________________________
Ruth J. Simmons
/s/ WILLIAM A. AYLESWORTH Senior Vice President;
________________________________________ Chief Financial Officer;
William A. Aylesworth Chief Accounting Officer
INDEX TO EXHIBITS
Exhibit
Number Exhibit
5 Opinion of Joseph F. Hubach, Esq.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Joseph F. Hubach, Esq. (included in Exhibit 5).
24 Power of Attorney (included on signature pages).
Exhibit 5
---------
July 17, 2003
Board of Directors
Texas Instruments Incorporated
12500 TI Boulevard
Dallas, Texas 75243
Re: Texas Instruments Incorporated
Registration Statement (Form S-8)
Gentlemen:
This opinion of counsel is given in connection with a Registration Statement
(Form S-8) being filed by you with the Securities and Exchange Commission
relating to 2,000,000 shares of common stock of Texas Instruments Incorporated
("TI") to be issued pursuant to awards granted under the Texas Instruments 2003
Director Compensation Plan (the "Plan").
As Senior Vice President, Secretary and General Counsel of TI, I am familiar
with all corporate action taken or expected to be taken with respect to the Plan
and the common stock expected to be issued thereunder.
I am pleased to advise that the 2,000,000 shares of common stock of TI, when
issued and delivered in accordance with the terms of the Plan and applicable
Delaware General Corporation Law, will be duly authorized, validly issued, fully
paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
above-referenced Registration Statement.
Sincerely,
/s/ JOSEPH F. HUBACH
---------------------
Joseph F. Hubach
Exhibit 23(a)
-------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the TI Employees 2003 Director Compensation Plan of our
report dated January 22, 2003, with respect to the consolidated financial
statements of Texas Instruments Incorporated incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 2002 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
August 4, 2003
Dallas, Texas