Texas Instruments 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 17, 2008
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
12500 TI BOULEVARD
P.O. BOX 660199
DALLAS, TEXAS 75266-0199
(Address of principal executive offices)
Registrant’s telephone number, including area code: (972) 995-3773
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 17, 2008, the Registrant’s Board of Directors elected Mr. Stephen P. MacMillan to the Board of Directors of the Registrant and to the Board’s Audit Committee effective September 18, 2008. Mr. MacMillan will be compensated as described in the Registrant’s Corporate Governance Guidelines and pursuant to the terms of the Texas Instruments 2003 Director Compensation Plan, as amended, which Plan was filed as exhibit 10(k) to the Registrant’s Annual Report on Form 10-K for the year 2006. Information required to be provided by Item 404(a) of Regulation S-K regarding any transactions involving the Registrant in which Mr. MacMillan has or will have a direct or indirect material interest is currently unavailable. The Registrant will file an amendment to this Form 8-K after the information becomes available.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 17, 2008, the Board of Directors approved the amendment of Article VI, Section 2 of the Registrant’s By-Laws to, among other things, (a) state that the rights granted by that Section are contractual and (b) confirm that the last sentence limits the effect of repeal or amendment of the advancement rights under such Section as well as the indemnification rights thereunder.
The Registrant’s amended By-Laws are attached hereto as Exhibit 3 and are incorporated by reference herein.
ITEM 9.01. Exhibits
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This report includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as TI or its management “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements in this report that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
We urge you to carefully consider the following important factors that could cause actual results to differ materially from the expectations of TI or its management:
For a more detailed discussion of these factors, see the text under the heading “Risk Factors” in Item 1A of the Company’s most recent Form 10-K. The forward-looking statements included in this report on Form 8-K are made only as of the date of this report, and the Company undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances.
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.