Texas Instruments 8-K 2010
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): December 7, 2010
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 7.01. Regulation FD Disclosure
The Registrant’s news release dated December 7, 2010, regarding the Registrant’s outlook for the fourth quarter of 2010 attached hereto as Exhibit 99 is incorporated by reference herein.
ITEM 8.01. Other Events
On December 2, 2010, the Registrant’s Board of Directors amended the Texas Instruments 2009 Director Compensation Plan (the “Plan”). As amended, the Plan provides for each director to be granted annually an option with a grant-date value of approximately $100,000 determined using a Black-Scholes option-pricing model and a restricted stock unit (“RSU”) award with a grant-date value of approximately $100,000. Previously, the Plan provided that directors shall receive an annual grant of 2,500 RSUs and an option for 7,000 shares of the Registrant’s common stock. The 2011 equity grants will be the first to reflect these changes. The amended Plan is attached hereto as Exhibit 10 and is 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 herein that describe our 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 Risk Factors discussion in Item 1A of our 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 we undertake 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.