formposasr_052810.htm
As
filed with the Securities and Exchange Commission on May 28,
2010
Registration No. 333-143571
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
[Missing Graphic Reference]
Post-Effective
Amendment
No. 2
to
Form S-3
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
[Missing Graphic Reference]
National
Semiconductor Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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95-2095071
(I.R.S.
Employer
Identification
Number)
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2900
Semiconductor Drive, P.O. Box 58090
Santa
Clara, California 95052-8090
(408) 721-5000
(Address,
including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Agent
for Service:
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Copies
to:
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Todd
M. DuChene, Esq.
Senior
Vice President, General Counsel and Secretary
National
Semiconductor Corporation
2900
Semiconductor Drive, P.O. Box 58090
Santa
Clara, California 95052-8090
(408)
721-5000
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Barry
A. Bryer, Esq.
Ora
T. Fisher, Esq.
Steven
B. Stokdyk, Esq.
Latham
& Watkins LLP
140
Scott Drive
Menlo
Park, California 94401
(650)
328-4600
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[Missing Graphic Reference]
Approximate
date of commencement of proposed sale to the public:
From time
to time after the effective date of this registration statement.
[Missing Graphic Reference]
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. o
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment
plans, check the following box. o
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment
thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. x
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following
box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act (Check one):
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Large
accelerated filer x
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Accelerated
filer o
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Non-accelerated
filer o
(Do not check if a smaller reporting company)
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Smaller
reporting company o
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EXPLANATORY
NOTE
This Post-Effective Amendment No. 2
relates to the Registration Statement on Form S-3 (File No. 333-143571) filed by
National Semiconductor Corporation (the “Company”) with the Securities and
Exchange Commission on June 7, 2007, as amended by Post-Effective Amendment No.
1 filed on June 8, 2007 (together, the “Registration Statement”), in connection
with the registration under the Securities Act of 1933, as amended (the “Act”),
and the offer, issuance and sale from time to time on a delayed or continuous
basis pursuant to Rule 415 under the Act, of an indeterminate amount of the
Company’s debt securities. The Company is filing this Post-Effective
Amendment No. 2 in order to terminate the effectiveness of the Registration
Statement and to deregister all unsold debt securities
thereunder.
SIGNATURES
Pursuant to the requirements of the Act
and Rule 478 thereunder, National Semiconductor Corporation certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California, on
May 28, 2010.
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National
Semiconductor Corporation
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By:
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Lewis
Chew
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Senior
Vice President, Finance
and
Chief Financial Officer
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Note: Pursuant to
Rule 478 under the Act, no other person is required to sign this Post-Effective
Amendment No. 2 to the Registration Statement.