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Texas Instruments 8-K 2008 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): 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.
SIGNATURES
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.
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