<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996
 
                                                         REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
 
                       NATIONAL SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                              <C>                        <C>
           DELAWARE                                               95-2095071
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification Number)
</TABLE>
 
                            2900 Semiconductor Drive
                                 P.O. Box 58090
                       Santa Clara, California 95052-8090
                    (Address of principle executive offices)
 
        Registrant's telephone number including area code: (408)721-5000
                            ------------------------
 
                       NATIONAL SEMICONDUCTOR CORPORATION
                           RESTRICTED STOCK PLAN AND
                 RESTRICTED STOCK AGREEMENT WITH BRIAN L. HALLA
                           (Full title of the plans)
                            ------------------------
 
                            JOHN M. CLARK III, Esq.
              Senior Vice President, General Counsel and Secretary
                       NATIONAL SEMICONDUCTOR CORPORATION
                    2900 Semiconductor Drive, P.O. Box 58090
                           Santa Clara, CA 95052-8090
                                 (408)721-5000
 
(Name, address and telephone number, including area code, of agent for service)
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
                                                                 PROPOSED
                                                PROPOSED          MAXIMUM
          TITLE OF                SHARES         MAXIMUM         AGGREGATE      AMOUNT OF
        SECURITIES TO             TO BE      OFFERING PRICE   OFFERING PRICE   REGISTRATION
        BE REGISTERED           REGISTERED    PER SHARE (1)         (1)          FEE (1)
<S>                            <C>           <C>              <C>              <C>
Common Stock
 $0.50 par value.............   2,200,000       $15.8612      $34,894,375.00    $12,032.54
Preferred Stock
 Purchase Rights.............      (2)
</TABLE>
 
(1)  Estimated for the purpose of calculating the registration fee (i) pursuant
     to Rule 457(h) with respect to 589,000 share of the Registrant's Common
     Stock registered hereunder, of which 200,000 shares were issued on May 3,
     1996 on which date the average of the high and low prices of the Common
     Stock was $16.3125 per share, as reported on the New York Stock Exchange
     ("NYSE") Composite Transactions, and 389,000 shares were issued on June 7,
     1996 on which date the average of the high and low prices of the Common
     Stock was $15.3125 per share, as reported on the NYSE Composite
     Transactions, and (iii) pursuant to Rule 457(c) with respect to 1,611,000
     shares of the Registrant's Common Stock registered hereunder on the basis
     of the average of the high and low prices of the Common Stock on August 8,
     1996 of $15.9375 per share, as reported on the NYSE Composite Transactions.
 
(2)  Each share of Common Stock include one Preferred Stock Purchase Right
     issued under the Rights Agreement, dated as of August 8, 1988, as amended,
     between the Registrant and The First National Bank of Boston, as Rights
     Agent.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
 
589,000 SHARES
 
NATIONAL SEMICONDUCTOR CORPORATION
 
COMMON STOCK
(PAR VALUE $0.50 PER SHARE)
 
    This Prospectus relates to the offer and sale of a maximum of 589,000 shares
of Common Stock, $0.50 par value (the "Common Stock"), of National Semiconductor
Corporation, a Delaware corporation (the "Company"), which may be offered hereby
from time to time by any and all of the selling stockholders named herein (the
"Selling Stockholders") for their own benefit. The Company will receive no part
of the proceeds of sales made hereunder. All expenses of registration incurred
in connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Selling Stockholders will be borne by such
Selling Stockholders. None of the shares offered pursuant to this Prospectus
have been registered prior to the filing of the Registration Statement of which
this Prospectus is a part.
 
    All or a portion of the shares of Common Stock offered hereby may be offered
for sale, from time to time, on the New York Stock Exchange, or otherwise, at
prices and terms then obtainable. All brokers' commissions, concessions or
discounts will be paid by the Selling Stockholders.
 
    The Selling Stockholders and any broker executing selling orders on behalf
of the Selling Stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.
 
    The Common Stock of the Company is listed on the New York Stock Exchange
under the symbol NSM. On August 9, 1996, the last reported sale price of the
Company's Common Stock on the New York Stock Exchange was $15.50.
 
    SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF COMMON STOCK.
 
                            ------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
           EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
          HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
             SECURITIES COMMISSIONS PASSED UPON THE ACCURACY OR
              ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                            ------------------------
 
                The date of this Prospectus is August 12, 1996.
<PAGE>
                             AVAILABLE INFORMATION
 
    National Semiconductor Corporation ("National" or the "Company") is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission maintains a Web site that can be reached at
http://ww.sec.gov that contains reports, proxy and information statements and
other information regarding the Company. Such reports, proxy statements and
other information concerning the Company may also be inspected and copied at the
offices of the New York Stock Exchange, Inc., (the "NYSE"), 20 Broad Street, New
York, New York 10005 and the Pacific Stock Exchange, Inc., 301 Pine Street, San
Francisco, California 94104.
 
    This Prospectus constitutes a part of a registration statement on Form S-8
(together with all amendments and exhibits, herein referred to as the
"Registration Statement") filed by the Company under the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus does not contain all of the
information included in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Reference is made to such Registration Statements and to the exhibits relating
thereto for further information with respect to the Company and the securities
offered hereby.
 
    National will furnish without charge to each person to whom this Prospectus
is delivered, on written or oral request of such person, a copy of any or all
documents incorporated by reference in this Prospectus, without exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents). Requests for such copies should be directed to: Investor
Relations, Mail Stop 10-397, National Semiconductor Corporation, 2900
Semiconductor Drive, P.O. Box 58090, Santa Clara, California 95052-8090,
telephone: (408)721-5693.
 
                                  THE COMPANY
 
    National designs, develops, manufactures and markets a broad line of analog,
mixed-signal and other integrated circuits for applications in a wide variety of
markets, including the personal computing, wireless communications, flat panel
and CRT display, power management, local and wide area networks, automotive,
consumer, mass storage and military aerospace markets. The Company's product
lines include standard, application specific and full custom parts. The Company
markets its products throughout the world through a direct sales force and a
network of distributors.
 
    National's principle executive offices are located at 2900 Semiconductor
Drive, P.O. Box 58090, Santa Clara, California 95050-8090 and its telephone
number is (408)721-5000.
 
                                       2
<PAGE>
                                  RISK FACTORS
 
    In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing the Common Stock offered by this Prospectus.
 
FLUCTUATIONS IN FINANCIAL RESULTS
 
    The Company's financial results are affected by the business cycles and
seasonal trends of the semiconductor and related industries. Shifts in product
mix toward, or away from, higher margin products can also have a significant
impact on the Company's operating results. As a result of these, and other
factors, the Company's financial results can fluctuate significantly from period
to period. As an example, the Company has generated net profits in the last four
fiscal years, but it experienced substantial losses in fiscal years 1989 through
1992, and experienced a substantial decline in profit in the last half of fiscal
year 1996 as compared to the first half of fiscal year 1996.
 
THE SEMICONDUCTOR INDUSTRY; COMPETITION AND RISKS
 
    The semiconductor industry is characterized by rapid technological change
and frequent introduction of new technology leading to more complex and powerful
products. The result is a cyclical environment with short product life-cycles,
price erosion and high sensitivity to the overall business cycle. In addition,
substantial capital and research and development investment is required for
products and processes. The Company may experience periodic fluctuations in its
operating results because of industry-wide conditions.
 
    National competes with a number of major companies in the high-volume
segment of the industry. These include several companies whose semiconductor
business is only part of their overall operations, such as Motorola, Inc., Texas
Instruments Incorporated, and Philips Electronics, NV. National also competes
with a large number of small companies that target particular niche markets such
as Linear Technology Corporation, Analog Devices, Inc., SGS-Thompson
Microelectronics SA, Analog Devices, Inc. and Cirrus Logic, Inc. Competition is
based on design and quality of the products, product performance, price and
service, with the relative importance of such factors varying among products and
markets.
 
INTERNATIONAL OPERATIONS
 
    National conducts a substantial portion of its operations outside the United
States and its business is subject to risks associated with many factors beyond
its control, such as fluctuations in foreign currency rates, instability of
foreign economies and government, and changes in U.S. and foreign laws and
policies affecting trade and investment. Although the Company has not
experienced any materially adverse effects with respect to its foreign
operations arising from such factors, the Company has been impacted in the past
by one or more of these factors and could be impacted in the future by such
factors. In addition, although the Company seeks to hedge its exposure to
currency exchange rate fluctuations, the Company's competitive position relative
to non-U.S. suppliers can be affected by the exchange rate of the U.S. dollar
against other currencies, particularly the Japanese yen.
 
                                USE OF PROCEEDS
 
    The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.
 
                                       3
<PAGE>
                              SELLING STOCKHOLDERS
 
    The following table sets forth the name of each Selling Stockholder, the
nature of his position, office or other material relationship with the Company
within the past three years, the number of shares of Common Stock owned by each
Selling Stockholder prior to the offering, the number of shares and (if one
percent or more) the percentage of the class to be owned by such Selling
Stockholder after the offering.
 
<TABLE>
<CAPTION>
                                                                                                  SHARES OWNED AFTER
                                                                    SHARES OWNED*                      OFFERING
                                                                       PRIOR TO      SHARES    ------------------------
NAME                                                                   OFFERING      OFFERED    NUMBER       PERCENT
- ------------------------------------------------------------------  --------------  ---------  ---------  -------------
<S>                                                                 <C>             <C>        <C>        <C>
Brian L. Halla ...................................................       200,000      200,000          0           **
 Chairman, President and CEO (May 1996 to present)
Michael Atkin ....................................................        21,845       20,000      1,845           **
 Development Director
Alan J. Baker ....................................................        15,019       15,000         19           **
 Group Product Leader
Albert Bergemont .................................................        22,663       20,000      2,663           **
 Director Product Development
Kevin E. Brehmer .................................................        20,637       20,000        637           **
 Development Leader
Craig M. Davis ...................................................        13,867       12,000      1,876           **
 Technical Leader, Member Technical Staff
James R. Kuo .....................................................        10,955        8,000      2,955           **
 Senior Engineering Manager
Hung-Wah A. Lau ..................................................        12,494       12,000        494           **
 Member Technical Staff
Laurence D. Lewicki ..............................................        22,275       20,000      2,275           **
 Development Leader
Gabriel M-Y Li ...................................................         9,147        8,000      1,147           **
 Member Technical Staff
Dennis M. Monticelli .............................................        54,816       40,000     14,816           **
 Vice President
Ronald Pasqualini ................................................        24,004       15,000      9,004           **
 Design Manager
Gary Polhemus ....................................................        12,166       12,000        166           **
 Member Technical Staff
Richard R. Rasmussen .............................................         6,759        6,000        759           **
 Member Technical Staff
Thomas P. Redfern ................................................        30,731       30,000        731           **
 Director
Don R. Sauer .....................................................        18,305       18,000        305           **
 Member Technical Staff
John M. Steininger ...............................................        25,563       25,000        563           **
 Director, Product Development
</TABLE>
 
- ------------------------
 * As of June 23, 1996. Includes shares held in trust for benefit of the Selling
   Stockholder.
** Amount represents less than 1%
 
                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                 SELLING STOCKHOLDERS
                                                      (CONTINUED)
                                                                                                  SHARES OWNED AFTER
                                                                    SHARES OWNED*                      OFFERING
                                                                       PRIOR TO      SHARES    ------------------------
NAME                                                                   OFFERING      OFFERED    NUMBER       PERCENT
- ------------------------------------------------------------------  --------------  ---------  ---------  -------------
<S>                                                                 <C>             <C>        <C>        <C>
Christopher J. Tubis .............................................        25,169       25,000        169           **
 Product Line Business Director
Patrick A. Tucci .................................................        21,093       20,000      1,093           **
 Member Technical Staff
James B. Wieser ..................................................        21,590       20,000      1,590           **
 Chief Technologist, Member Technical Staff
Hee Wong .........................................................        34,765       25,000      9,765           **
 Senior Design Engineer
Sidi Yomtov ......................................................        18,000       18,000          0           **
 Design Center Director
</TABLE>
 
- ------------------------
 * As of June 23, 1996. Includes shares held in trust for benefit of the Selling
   Stockholder.
** Amount represents less than 1%
 
                              PLAN OF DISTRIBUTION
 
    The Selling Stockholders may sell shares of Common Stock in any of the
following ways: (i) through dealers; (ii) through agents; or (iii) directly to
one or more purchasers. The distribution of the shares of Common Stock may be
effected from time to time in one or more transactions (which may involve
crosses or block transactions) (A) on the New York Stock Exchange (or on such
other national stock exchanges on which the shares of Common Stock may be traded
from time to time) in transactions which may include special offerings, exchange
distributions and/or secondary distributions pursuant to and in accordance with
the rules of such exchanges, (B) in the over-the-counter market, or (C) in
transactions other than such exchanges or in the over-the-counter market, or a
combination of such transactions. Any such transaction may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The Selling Stockholders
may effect such transactions by selling shares of Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or
commissions from purchasers of shares of Common Stock for whom they may act as
agent. The Selling Stockholders and any broker-dealers or agents that
participate in the distribution of shares of Common Stock by them might be
deemed to be underwriters, and any discounts, commissions or concessions
received by such broker-dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The following documents filed by the Company with the Commission pursuant to
Section 13 of the Exchange Act are incorporated in and made a part of this
Prospectus by reference:
 
    (a) The Company's Annual Report on Form 10-K for the fiscal year ended May
        26, 1996, including the portions of the Company's 1996 Annual Report to
        Shareholders and the Company's Proxy Statement for the 1996 Annual
        Meeting of Stockholders incorporated therein by reference;
 
    (b) All other reports filed by the Company pursuant to Section 13(a) and
        15(d) of the Exchange Act since the end of the Company's fiscal year
        ended May 26, 1996;
 
                                       5
<PAGE>
    (c) The description of the Common Stock contained in the Company's
        Registration Statement on Form 8-A filed September 8, 1970; and
 
    (d) The description of the Preferred Stock Purchase Rights contained in the
        Company's Registration Statement on Form 8-A filed August 9, 1988.
 
    All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
 
    Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
 
                                    EXPERTS
 
    The consolidated financial statements and the related schedule of the
Company as of May 26, 1996 and May 28, 1995 and for each of the years in the
three-year period ended May 26, 1996, have been incorporated by reference herein
and in the registration statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, also incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The report covering the Company's May 26, 1996 consolidated
financial statements refers to a change in accounting for certain costs in
inventory in 1994 and a change in the method of accounting for depreciation in
1996.
 
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
    Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as director, except (i) for breach of the director's duty of
loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) for certain unlawful
dividends and stock repurchases or (iv) for any transaction from which the
director derived an improper personal benefit. Article Thirteenth of the
Company's Second Restated Certificate of Incorporation (the "Certificate")
provides that no director shall be personally liable to National or its
stockholders for monetary damages for any breach of his fiduciary duty as a
director, except as provided in Section 102 of the DGCL.
 
    Section 145 of the DGCL provides that in the case of any action other than
one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
 
    Section 145 of the DGCL provides that in the case of any action or in the
right of a corporation to procure a judgment in its favor, a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any action or suit by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the
 
                                       6
<PAGE>
corporation in such capacity on behalf of another corporation or enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted under standards similar to those set forth in the preceding paragraph,
except that no indemnification may be made in respect of any action or claim as
to which such person shall have been adjudged to be liable to the corporation
unless a court determines that such person is fairly and reasonably entitled to
indemnification.
 
    Article Thirteenth of National's Certificate provides that National shall to
the extent permitted by law indemnify any person for all liabilities incurred by
or imposed upon him as a result of any action or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, in which
he shall be involved by reason of the fact that he is or was serving as a
director, officer or employee of National, or that, at the request of National,
he is or was serving another corporation or enterprise in any capacity. Article
VIII of National's By-Laws provides for indemnification of any person who was or
is a party to any threatened, pending or completed action, or to any derivative
proceeding by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or was serving at the request of the corporation in
that capacity for another corporation 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 unlawful.
 
    National has purchased and maintains at its expense on behalf of directors
and officers insurance, within certain limits, covering liabilities that may be
incurred by them in such capacities.
 
                                       7
<PAGE>
- -------------------------------------------
                                     -------------------------------------------
- -------------------------------------------
                                     -------------------------------------------
 
    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING HEREIN CONTAINED AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                    PAGE
                                                    -----
<S>                                              <C>
Available Information..........................           2
The Company....................................           2
Risk Factors...................................           3
Use of Proceeds................................           3
Selling Stockholders...........................           4
Plan of Distribution...........................           5
Incorporation of Certain Documents by
 Reference.....................................           5
Experts........................................           6
Indemnification of Directors and Officers......           6
</TABLE>
 
                                 589,000 SHARES
 
                                    NATIONAL
                                 SEMICONDUCTOR
                                  CORPORATION
 
                                  COMMON STOCK
                               ($0.50 PAR VALUE)
 
                             ---------------------
 
                                   PROSPECTUS
 
                             ---------------------
 
                                AUGUST 12, 1996
 
- -------------------------------------------
                                     -------------------------------------------
- -------------------------------------------
                                     -------------------------------------------
<PAGE>
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
 
    The following documents which have been filed with the Commission by the
Company are hereby incorporated by reference in this Registration Statement:
 
        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
    May 26, 1996, including the portions of the Company's 1996 Annual Report and
    the Company's Proxy Statement for the 1996 Annual Meeting of Stockholders
    incorporated therein by reference;
 
        (b) All other reports filed by the Company pursuant to Section 13(a) and
    15(d) of the Securities and Exchange Act of 1934 since May 26, 1996;
 
        (c) The description of the Common Stock contained in the Company's
    Registration Statement on Form 8-A filed September 8, 1970; and
 
        (d) The description of the Preferred Stock Purchase Rights contained in
    the Company's Registration Statement on Form 8-A filed August 9, 1988.
 
    All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
 
    Any statement contained 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 other subsequently filed documents which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statements. Any such statement 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
 
    In connection with the filing of the Registration Statement, John M. Clark
III, Esq., has rendered an opinion to the Company upon the legality of the
Common Stock being registered hereunder. At the time of rendering such opinion,
Mr. Clark had a substantial interest in the Company, as defined by the rules of
the Securities and Exchange Commission, in that the fair market value of the
10,020 shares of Common Stock owned directly and indirectly by him, together
with the 93,000 shares of Common Stock subject to options held by him, exceeded
$50,000. Also, at such time Mr. Clark was connected with the Company in that he
was Senior Vice President, General Counsel and Secretary of the Company.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
    Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damages for a breach
of fiduciary duty as a director, except (i) for breach of the director's duty of
loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for certain unlawful
dividends and stock repurchases or (iv) for any transaction from which the
director derived an improper personal benefit. Article Thirteenth of the
Company's Second Restated Certificate of Incorporation (the "Certificate")
provides that no director shall be personally liable to National or its
stockholders for monetary damages for any breach of his fiduciary duty as a
director, except as provided in Section 102 of the DGCL.
 
                                      II-1
<PAGE>
    Section 145 of the DGCL provides that in the case of any action other than
one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
 
    Section 145 of the DGCL provides that in the case of an action by or in the
right of a corporation to procure a judgment in its favor, a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any action or suit by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is was serving at
the request of the corporation in such capacity on behalf of another corporation
or enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth in the
preceding paragraph, except that no indemnification may be made in respect of
any action or claim as to which such person shall have been adjudged to be
liable to the corporation unless a court determines that such person is fairly
and reasonably entitled to indemnification.
 
    Article Thirteenth of National's Certificate provides that National shall to
the extent permitted by law indemnify any person for all liabilities incurred by
or imposed upon him as a result of any action or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, in which
he shall be involved by reason of the fact that he is or was serving as a
director, officer or employee of National, or that, at the request of National,
he is or was serving another corporation or enterprise in any capacity. Article
VIII of National's By-Laws provides for indemnification of any person who was or
is a party to any threatened, pending or completed action, or to any derivative
proceeding by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or was serving at the request of the corporation in
that capacity for another corporation 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 unlawful.
 
    National has purchased and maintains at its expense on behalf of directors
and officers insurance, within certain limits, covering liabilities that may be
incurred by them in such capacities.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
    The shares of Common Stock to be resold by the Selling Stockholders named in
the Prospectus prepared in accordance with Part I of Form S-3 were issued by the
Registrant to the Selling Stockholders pursuant to an exemption from
registration under the Securities Act by virtue of Section 4(2) thereof. The
shares were issued to the Selling Stockholders as restricted stock subject to
vesting limitations in two different increments. The shares issued to Mr. Halla
were issued to Mr. Halla under the Restricted Stock Agreement between Mr. Halla
and the Company, a written plan in connection with Mr. Halla's service as
President and Chief Executive Officer of the Company. Mr. Halla had access, by
virtue of his position with the Company, to sufficient information to make an
informed investment decision. The shares issued to the other Selling
Stockholders were issued pursuant to the Company's Restricted Stock Plan, a
written plan in connection with service as employees of the Company by these
Selling Stockholders. These Selling Stockholders were provided sufficient
information to make an informed investment decision.
 
                                      II-2
<PAGE>
ITEM 8.  TABLE OF EXHIBITS
 
<TABLE>
<S>        <C>
 4.1       Second Restated Certificate of Incorporation of the Company, as amended
            (incorporated by reference from the Exhibits to the Company's Registration
            Statement on Form S-3 Registration No. 33-52775, which became effective March 22,
            1994); Certificate of Amendment of Certificate of Incorporation dated September 30,
            1994.
 4.2       By-Laws of the Company
 4.3       Form of Common Stock Certificate (incorporated by reference from the Exhibits to the
            Company's Registration Statement on Form S-3 Registration No. 33-48935, which
            became effective October 5, 1992).
 4.4       Rights Agreement (incorporated by reference from the Exhibits to the Company's
            Registration Statement on Form 8-A filed August 10, 1988). First Amendment to the
            Rights Agreement dated as of October 31, 1995 (incorporated by reference from the
            Exhibits to the Company's Amendment No. 1 to the Registration Statement on Form 8-A
            filed December 11, 1995).
 4.5       Indenture dated as of September 15, 1995 (incorporated by reference from the
            Exhibits to the Company's Registration Statement on Form S-3 Registration No.
            33-63649, which became effective November 6, 1995).
 4.6       Registration Rights Agreement dated as of September 21, 1995 (incorporated by
            reference from the Exhibits to the Company's Registration Statement on From S-3
            Registration No. 33-63649, which became effective November 6, 1995).
 4.7       Form of Note (incorporated by reference from the Exhibits to the Company's
            Registration Statement on Form S-3 Registration No. 33-63649, which became
            effective November 6, 1995).
 5.1       Opinion re Legality
10.1       Restricted Stock Agreement with Brian L. Halla
10.2       Restricted Stock Plan
23.1       Consent of Independent Auditors
23.2       Consent of Counsel (Included in Exhibit 5.1)
24.1       Power of Attorney
</TABLE>
 
ITEM 9.  UNDERTAKINGS
 
        (a) The undersigned Registrant hereby undertakes:
 
           (1) to file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement;
 
               (i) to include any prospectus required by Section 10(a)(3) of the
           Securities Act;
 
               (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 the Registration Statement, and
 
              (iii) to include any material information with respect to the plan
           of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
 
        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
        apply to information contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
        that are incorporated by reference in this Registration Statement.
 
                                      II-3
<PAGE>
           (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment 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.
 
           (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.
 
        (b) The undersigned Registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act, each filing of the
    Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
    Exchange Act that is incorporated by reference in this Registration
    Statement 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.
 
        (c) Insofar as indemnification for liabilities arising under the
    Securities Act may be permitted to directors, officers and controlling
    persons of the Registrant pursuant to the foregoing provisions, or
    otherwise, the Registrant has been advised that in the opinion of the
    Commission such indemnification is against public policy as expressed in the
    Act and is, therefore, unenforeceable. In the event that a claim for
    indemnification against such liabilities (other than the payment by the
    Registrant of expenses incurred or paid by a director, officer or
    controlling person of the Registrant in the successful defense of any
    action, suit or proceeding) is asserted by such director, officer or
    controlling person in connection with the securities being registered, the
    Registrant 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 Act and will be governed by the final
    adjudication of such issue.
 
                                      II-4
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Act, 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 Santa Clara, California, on the 12th day of August, 1996.
 
                                          NATIONAL SEMICONDUCTOR CORPORATION
 
                                          By:         /s/ BRIAN L. HALLA*
 
                                             -----------------------------------
                                                       Brian L. Halla
                                                 CHAIRMAN OF THE BOARD, AND
                                                   CHIEF EXECUTIVE OFFICER
 
    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 12TH DAY OF AUGUST, 1996.
 
<TABLE>
<C>                                           <S>
            /s/ BRIAN L. HALLA*               Chairman of the Board, President and Chief
- -------------------------------------------    Executive Officer (Principal Executive
              (Brian L. Halla)                 Officer)
 
            /s/ DONALD MACLEOD*               Executive Vice President, Finance and Chief
- -------------------------------------------    Financial Officer (Principal Financial
              (Donald MacLeod)                 Officer)
 
        /s/ RICHARD D. CROWLEY, JR.*
- -------------------------------------------   Vice President and Controller (Principal
         (Richard D. Crowley, Jr.)             Accounting Officer)
 
            /s/ GARY P. ARNOLD*
- -------------------------------------------   Director
              Gary P. Arnold)
 
             /s/ ROBERT BESHAR*
- -------------------------------------------   Director
              (Robert Beshar)
 
          /s/ MODESTO A. MAIDIQUE*
- -------------------------------------------   Director
           (Modesto A. Maidique)
 
           /s/ J. TRACY O'ROURKE*
- -------------------------------------------   Director
            (J. Tracy O'Rourke)
 
           /s/ CHARLES E. SPORCK*
- -------------------------------------------   Director
            (Charles E. Sporck)
 
           /s/ DONALD E. WEEDEN*
- -------------------------------------------   Director
             (Donald E. Weeden)
 
     *By         /s/ JOHN M. CLARK III
     --------------------------------------
             John M. Clark III
              ATTORNEY-IN-FACT
</TABLE>
 
                                      II-5
<PAGE>
                       NATIONAL SEMICONDUCTOR CORPORATION
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                         DESCRIPTION OF EXHIBIT                                       PAGE NUMBER
- ---------  ----------------------------------------------------------------------------------------------  -------------
<S>        <C>                                                                                             <C>
 4.1       Second Restated Certificate of Incorporation of the Company, as amended (incorporated by
            reference from the Exhibits to the Company's Registration Statement on Form S-3 Registration
            No. 33-52775, which became effective March 22, 1994); Certificate of Amendment of Certificate
            of Incorporation dated September 30, 1994.
 4.2       By-Laws of the Company
 4.3       Form of Common Stock Certificate (incorporated by reference from the Exhibits to the Company's
            Registration Statement on Form S-3 Registration No. 33-48935, which became effective October
            5, 1992).
 4.4       Rights Agreement (incorporated by reference from the Exhibits to the Company's Registration
            Statement on From 8-A filed August 10, 1988). First Amendment to the Rights Agreement dated
            as of October 31, 1995 (incorporated by reference from the Exhibits to the Company's
            Amendment No. 1 to the Registration Statement on Form 8-A filed December 11, 1995).
 4.5       Indenture dated as of September 15, 1995 (incorporated by reference from the Exhibits to the
            Company's Registration Statement on Form S-3 Registration No. 33-63649, which became
            effective November 6, 1995).
 4.6       Registration Rights Agreement dated as of September 21, 1995 (incorporated by reference from
            the Exhibits to the Company's Registration Statement on Form S-3 Registration No. 33-63649,
            which became effective November 6, 1995).
 4.7       Form of Note (incorporated by reference from the Exhibits to the Company's Registration
            Statement on Form S-3 Registration No. 33-63649, which became effective November 6, 1995).
 5.1       Opinion re Legality
10.1       Restricted Stock Agreement with Brian L. Halla
10.2       Restricted Stock Plan
23.1       Consent of Independent Auditors
23.2       Consent of Counsel (Included in Exhibit 5.1)
24.1       Power of Attorney
</TABLE>
 
                                      II-6
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 50332}]
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996
 
                                                         REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
 
                       NATIONAL SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                               95-2095071
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification Number)
2900 Semiconductor Drive
                                 P.O. Box 58090
                       Santa Clara, California 95052-8090
                    (Address of principle executive offices)
 
        Registrant's telephone number including area code: (408)721-5000
                            ------------------------
 
                       NATIONAL SEMICONDUCTOR CORPORATION
                           RESTRICTED STOCK PLAN AND
                 RESTRICTED STOCK AGREEMENT WITH BRIAN L. HALLA
                           (Full title of the plans)
                            ------------------------
 
                            JOHN M. CLARK III, Esq.
              Senior Vice President, General Counsel and Secretary
                       NATIONAL SEMICONDUCTOR CORPORATION
                    2900 Semiconductor Drive, P.O. Box 58090
                           Santa Clara, CA 95052-8090
                                 (408)721-5000
 
(Name, address and telephone number, including area code, of agent for service)
 
                        CALCULATION OF REGISTRATION FEE
PROPOSED
                                                PROPOSED          MAXIMUM
          TITLE OF                SHARES         MAXIMUM         AGGREGATE      AMOUNT OF
        SECURITIES TO             TO BE      OFFERING PRICE   OFFERING PRICE   REGISTRATION
        BE REGISTERED           REGISTERED    PER SHARE (1)         (1)          FEE (1)
Common Stock
 $0.50 par value.............   2,200,000       $15.8612      $34,894,375.00    $12,032.54
Preferred Stock
 Purchase Rights.............      (2)
(1)  Estimated for the purpose of calculating the registration fee (i) pursuant
     to Rule 457(h) with respect to 589,000 share of the Registrant's Common
     Stock registered hereunder, of which 200,000 shares were issued on May 3,
     1996 on which date the average of the high and low prices of the Common
     Stock was $16.3125 per share, as reported on the New York Stock Exchange
     ("NYSE") Composite Transactions, and 389,000 shares were issued on June 7,
     1996 on which date the average of the high and low prices of the Common
     Stock was $15.3125 per share, as reported on the NYSE Composite
     Transactions, and (iii) pursuant to Rule 457(c) with respect to 1,611,000
     shares of the Registrant's Common Stock registered hereunder on the basis
     of the average of the high and low prices of the Common Stock on August 8,
     1996 of $15.9375 per share, as reported on the NYSE Composite Transactions.
 
(2)  Each share of Common Stock include one Preferred Stock Purchase Right
     issued under the Rights Agreement, dated as of August 8, 1988, as amended,
     between the Registrant and The First National Bank of Boston, as Rights
     Agent.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROSPECTUS
 
589,000 SHARES
 
NATIONAL SEMICONDUCTOR CORPORATION
 
COMMON STOCK
(PAR VALUE $0.50 PER SHARE)
 
    This Prospectus relates to the offer and sale of a maximum of 589,000 shares
of Common Stock, $0.50 par value (the "Common Stock"), of National Semiconductor
Corporation, a Delaware corporation (the "Company"), which may be offered hereby
from time to time by any and all of the selling stockholders named herein (the
"Selling Stockholders") for their own benefit. The Company will receive no part
of the proceeds of sales made hereunder. All expenses of registration incurred
in connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Selling Stockholders will be borne by such
Selling Stockholders. None of the shares offered pursuant to this Prospectus
have been registered prior to the filing of the Registration Statement of which
this Prospectus is a part.
 
    All or a portion of the shares of Common Stock offered hereby may be offered
for sale, from time to time, on the New York Stock Exchange, or otherwise, at
prices and terms then obtainable. All brokers' commissions, concessions or
discounts will be paid by the Selling Stockholders.
 
    The Selling Stockholders and any broker executing selling orders on behalf
of the Selling Stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.
 
    The Common Stock of the Company is listed on the New York Stock Exchange
under the symbol NSM. On August 9, 1996, the last reported sale price of the
Company's Common Stock on the New York Stock Exchange was $15.50.
 
    SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF COMMON STOCK.
 
                            ------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
           EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
          HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
             SECURITIES COMMISSIONS PASSED UPON THE ACCURACY OR
              ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                            ------------------------
 
                The date of this Prospectus is August 12, 1996.
AVAILABLE INFORMATION
 
    National Semiconductor Corporation ("National" or the "Company") is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission maintains a Web site that can be reached at
http://ww.sec.gov that contains reports, proxy and information statements and
other information regarding the Company. Such reports, proxy statements and
other information concerning the Company may also be inspected and copied at the
offices of the New York Stock Exchange, Inc., (the "NYSE"), 20 Broad Street, New
York, New York 10005 and the Pacific Stock Exchange, Inc., 301 Pine Street, San
Francisco, California 94104.
 
    This Prospectus constitutes a part of a registration statement on Form S-8
(together with all amendments and exhibits, herein referred to as the
"Registration Statement") filed by the Company under the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus does not contain all of the
information included in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Reference is made to such Registration Statements and to the exhibits relating
thereto for further information with respect to the Company and the securities
offered hereby.
 
    National will furnish without charge to each person to whom this Prospectus
is delivered, on written or oral request of such person, a copy of any or all
documents incorporated by reference in this Prospectus, without exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents). Requests for such copies should be directed to: Investor
Relations, Mail Stop 10-397, National Semiconductor Corporation, 2900
Semiconductor Drive, P.O. Box 58090, Santa Clara, California 95052-8090,
telephone: (408)721-5693.
 
                                  THE COMPANY
 
    National designs, develops, manufactures and markets a broad line of analog,
mixed-signal and other integrated circuits for applications in a wide variety of
markets, including the personal computing, wireless communications, flat panel
and CRT display, power management, local and wide area networks, automotive,
consumer, mass storage and military aerospace markets. The Company's product
lines include standard, application specific and full custom parts. The Company
markets its products throughout the world through a direct sales force and a
network of distributors.
 
    National's principle executive offices are located at 2900 Semiconductor
Drive, P.O. Box 58090, Santa Clara, California 95050-8090 and its telephone
number is (408)721-5000.
 
                                       2
RISK FACTORS
 
    In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing the Common Stock offered by this Prospectus.
 
FLUCTUATIONS IN FINANCIAL RESULTS
 
    The Company's financial results are affected by the business cycles and
seasonal trends of the semiconductor and related industries. Shifts in product
mix toward, or away from, higher margin products can also have a significant
impact on the Company's operating results. As a result of these, and other
factors, the Company's financial results can fluctuate significantly from period
to period. As an example, the Company has generated net profits in the last four
fiscal years, but it experienced substantial losses in fiscal years 1989 through
1992, and experienced a substantial decline in profit in the last half of fiscal
year 1996 as compared to the first half of fiscal year 1996.
 
THE SEMICONDUCTOR INDUSTRY; COMPETITION AND RISKS
 
    The semiconductor industry is characterized by rapid technological change
and frequent introduction of new technology leading to more complex and powerful
products. The result is a cyclical environment with short product life-cycles,
price erosion and high sensitivity to the overall business cycle. In addition,
substantial capital and research and development investment is required for
products and processes. The Company may experience periodic fluctuations in its
operating results because of industry-wide conditions.
 
    National competes with a number of major companies in the high-volume
segment of the industry. These include several companies whose semiconductor
business is only part of their overall operations, such as Motorola, Inc., Texas
Instruments Incorporated, and Philips Electronics, NV. National also competes
with a large number of small companies that target particular niche markets such
as Linear Technology Corporation, Analog Devices, Inc., SGS-Thompson
Microelectronics SA, Analog Devices, Inc. and Cirrus Logic, Inc. Competition is
based on design and quality of the products, product performance, price and
service, with the relative importance of such factors varying among products and
markets.
 
INTERNATIONAL OPERATIONS
 
    National conducts a substantial portion of its operations outside the United
States and its business is subject to risks associated with many factors beyond
its control, such as fluctuations in foreign currency rates, instability of
foreign economies and government, and changes in U.S. and foreign laws and
policies affecting trade and investment. Although the Company has not
experienced any materially adverse effects with respect to its foreign
operations arising from such factors, the Company has been impacted in the past
by one or more of these factors and could be impacted in the future by such
factors. In addition, although the Company seeks to hedge its exposure to
currency exchange rate fluctuations, the Company's competitive position relative
to non-U.S. suppliers can be affected by the exchange rate of the U.S. dollar
against other currencies, particularly the Japanese yen.
 
                                USE OF PROCEEDS
 
    The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.
 
                                       3
SELLING STOCKHOLDERS
 
    The following table sets forth the name of each Selling Stockholder, the
nature of his position, office or other material relationship with the Company
within the past three years, the number of shares of Common Stock owned by each
Selling Stockholder prior to the offering, the number of shares and (if one
percent or more) the percentage of the class to be owned by such Selling
Stockholder after the offering.
SHARES OWNED AFTER
                                                                    SHARES OWNED*                      OFFERING
                                                                       PRIOR TO      SHARES    ------------------------
NAME                                                                   OFFERING      OFFERED    NUMBER       PERCENT
- ------------------------------------------------------------------  --------------  ---------  ---------  -------------
Brian L. Halla ...................................................       200,000      200,000          0           **
 Chairman, President and CEO (May 1996 to present)
Michael Atkin ....................................................        21,845       20,000      1,845           **
 Development Director
Alan J. Baker ....................................................        15,019       15,000         19           **
 Group Product Leader
Albert Bergemont .................................................        22,663       20,000      2,663           **
 Director Product Development
Kevin E. Brehmer .................................................        20,637       20,000        637           **
 Development Leader
Craig M. Davis ...................................................        13,867       12,000      1,876           **
 Technical Leader, Member Technical Staff
James R. Kuo .....................................................        10,955        8,000      2,955           **
 Senior Engineering Manager
Hung-Wah A. Lau ..................................................        12,494       12,000        494           **
 Member Technical Staff
Laurence D. Lewicki ..............................................        22,275       20,000      2,275           **
 Development Leader
Gabriel M-Y Li ...................................................         9,147        8,000      1,147           **
 Member Technical Staff
Dennis M. Monticelli .............................................        54,816       40,000     14,816           **
 Vice President
Ronald Pasqualini ................................................        24,004       15,000      9,004           **
 Design Manager
Gary Polhemus ....................................................        12,166       12,000        166           **
 Member Technical Staff
Richard R. Rasmussen .............................................         6,759        6,000        759           **
 Member Technical Staff
Thomas P. Redfern ................................................        30,731       30,000        731           **
 Director
Don R. Sauer .....................................................        18,305       18,000        305           **
 Member Technical Staff
John M. Steininger ...............................................        25,563       25,000        563           **
 Director, Product Development
- ------------------------
 * As of June 23, 1996. Includes shares held in trust for benefit of the Selling
   Stockholder.
** Amount represents less than 1%
 
                                       4
SELLING STOCKHOLDERS
                                                      (CONTINUED)
                                                                                                  SHARES OWNED AFTER
                                                                    SHARES OWNED*                      OFFERING
                                                                       PRIOR TO      SHARES    ------------------------
NAME                                                                   OFFERING      OFFERED    NUMBER       PERCENT
- ------------------------------------------------------------------  --------------  ---------  ---------  -------------
Christopher J. Tubis .............................................        25,169       25,000        169           **
 Product Line Business Director
Patrick A. Tucci .................................................        21,093       20,000      1,093           **
 Member Technical Staff
James B. Wieser ..................................................        21,590       20,000      1,590           **
 Chief Technologist, Member Technical Staff
Hee Wong .........................................................        34,765       25,000      9,765           **
 Senior Design Engineer
Sidi Yomtov ......................................................        18,000       18,000          0           **
 Design Center Director
- ------------------------
 * As of June 23, 1996. Includes shares held in trust for benefit of the Selling
   Stockholder.
** Amount represents less than 1%
 
                              PLAN OF DISTRIBUTION
 
    The Selling Stockholders may sell shares of Common Stock in any of the
following ways: (i) through dealers; (ii) through agents; or (iii) directly to
one or more purchasers. The distribution of the shares of Common Stock may be
effected from time to time in one or more transactions (which may involve
crosses or block transactions) (A) on the New York Stock Exchange (or on such
other national stock exchanges on which the shares of Common Stock may be traded
from time to time) in transactions which may include special offerings, exchange
distributions and/or secondary distributions pursuant to and in accordance with
the rules of such exchanges, (B) in the over-the-counter market, or (C) in
transactions other than such exchanges or in the over-the-counter market, or a
combination of such transactions. Any such transaction may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The Selling Stockholders
may effect such transactions by selling shares of Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or
commissions from purchasers of shares of Common Stock for whom they may act as
agent. The Selling Stockholders and any broker-dealers or agents that
participate in the distribution of shares of Common Stock by them might be
deemed to be underwriters, and any discounts, commissions or concessions
received by such broker-dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The following documents filed by the Company with the Commission pursuant to
Section 13 of the Exchange Act are incorporated in and made a part of this
Prospectus by reference:
 
    (a) The Company's Annual Report on Form 10-K for the fiscal year ended May
        26, 1996, including the portions of the Company's 1996 Annual Report to
        Shareholders and the Company's Proxy Statement for the 1996 Annual
        Meeting of Stockholders incorporated therein by reference;
 
    (b) All other reports filed by the Company pursuant to Section 13(a) and
        15(d) of the Exchange Act since the end of the Company's fiscal year
        ended May 26, 1996;
 
                                       5
(c) The description of the Common Stock contained in the Company's
        Registration Statement on Form 8-A filed September 8, 1970; and
 
    (d) The description of the Preferred Stock Purchase Rights contained in the
        Company's Registration Statement on Form 8-A filed August 9, 1988.
 
    All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
 
    Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
 
                                    EXPERTS
 
    The consolidated financial statements and the related schedule of the
Company as of May 26, 1996 and May 28, 1995 and for each of the years in the
three-year period ended May 26, 1996, have been incorporated by reference herein
and in the registration statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, also incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The report covering the Company's May 26, 1996 consolidated
financial statements refers to a change in accounting for certain costs in
inventory in 1994 and a change in the method of accounting for depreciation in
1996.
 
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
    Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as director, except (i) for breach of the director's duty of
loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) for certain unlawful
dividends and stock repurchases or (iv) for any transaction from which the
director derived an improper personal benefit. Article Thirteenth of the
Company's Second Restated Certificate of Incorporation (the "Certificate")
provides that no director shall be personally liable to National or its
stockholders for monetary damages for any breach of his fiduciary duty as a
director, except as provided in Section 102 of the DGCL.
 
    Section 145 of the DGCL provides that in the case of any action other than
one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
 
    Section 145 of the DGCL provides that in the case of any action or in the
right of a corporation to procure a judgment in its favor, a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any action or suit by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the
 
                                       6
corporation in such capacity on behalf of another corporation or enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted under standards similar to those set forth in the preceding paragraph,
except that no indemnification may be made in respect of any action or claim as
to which such person shall have been adjudged to be liable to the corporation
unless a court determines that such person is fairly and reasonably entitled to
indemnification.
 
    Article Thirteenth of National's Certificate provides that National shall to
the extent permitted by law indemnify any person for all liabilities incurred by
or imposed upon him as a result of any action or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, in which
he shall be involved by reason of the fact that he is or was serving as a
director, officer or employee of National, or that, at the request of National,
he is or was serving another corporation or enterprise in any capacity. Article
VIII of National's By-Laws provides for indemnification of any person who was or
is a party to any threatened, pending or completed action, or to any derivative
proceeding by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or was serving at the request of the corporation in
that capacity for another corporation 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 unlawful.
 
    National has purchased and maintains at its expense on behalf of directors
and officers insurance, within certain limits, covering liabilities that may be
incurred by them in such capacities.
 
                                       7
- -------------------------------------------
                                     -------------------------------------------
- -------------------------------------------
                                     -------------------------------------------
 
    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING HEREIN CONTAINED AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
 
                            ------------------------
 
                               TABLE OF CONTENTS
PAGE
                                                    -----
Available Information..........................           2
The Company....................................           2
Risk Factors...................................           3
Use of Proceeds................................           3
Selling Stockholders...........................           4
Plan of Distribution...........................           5
Incorporation of Certain Documents by
 Reference.....................................           5
Experts........................................           6
Indemnification of Directors and Officers......           6
589,000 SHARES
 
                                    NATIONAL
                                 SEMICONDUCTOR
                                  CORPORATION
 
                                  COMMON STOCK
                               ($0.50 PAR VALUE)
 
                             ---------------------
 
                                   PROSPECTUS
 
                             ---------------------
 
                                AUGUST 12, 1996
 
- -------------------------------------------
                                     -------------------------------------------
- -------------------------------------------
                                     -------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
 
    The following documents which have been filed with the Commission by the
Company are hereby incorporated by reference in this Registration Statement:
 
        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
    May 26, 1996, including the portions of the Company's 1996 Annual Report and
    the Company's Proxy Statement for the 1996 Annual Meeting of Stockholders
    incorporated therein by reference;
 
        (b) All other reports filed by the Company pursuant to Section 13(a) and
    15(d) of the Securities and Exchange Act of 1934 since May 26, 1996;
 
        (c) The description of the Common Stock contained in the Company's
    Registration Statement on Form 8-A filed September 8, 1970; and
 
        (d) The description of the Preferred Stock Purchase Rights contained in
    the Company's Registration Statement on Form 8-A filed August 9, 1988.
 
    All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
 
    Any statement contained 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 other subsequently filed documents which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statements. Any such statement 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
 
    In connection with the filing of the Registration Statement, John M. Clark
III, Esq., has rendered an opinion to the Company upon the legality of the
Common Stock being registered hereunder. At the time of rendering such opinion,
Mr. Clark had a substantial interest in the Company, as defined by the rules of
the Securities and Exchange Commission, in that the fair market value of the
10,020 shares of Common Stock owned directly and indirectly by him, together
with the 93,000 shares of Common Stock subject to options held by him, exceeded
$50,000. Also, at such time Mr. Clark was connected with the Company in that he
was Senior Vice President, General Counsel and Secretary of the Company.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
    Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damages for a breach
of fiduciary duty as a director, except (i) for breach of the director's duty of
loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for certain unlawful
dividends and stock repurchases or (iv) for any transaction from which the
director derived an improper personal benefit. Article Thirteenth of the
Company's Second Restated Certificate of Incorporation (the "Certificate")
provides that no director shall be personally liable to National or its
stockholders for monetary damages for any breach of his fiduciary duty as a
director, except as provided in Section 102 of the DGCL.
 
                                      II-1
Section 145 of the DGCL provides that in the case of any action other than
one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
 
    Section 145 of the DGCL provides that in the case of an action by or in the
right of a corporation to procure a judgment in its favor, a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any action or suit by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is was serving at
the request of the corporation in such capacity on behalf of another corporation
or enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth in the
preceding paragraph, except that no indemnification may be made in respect of
any action or claim as to which such person shall have been adjudged to be
liable to the corporation unless a court determines that such person is fairly
and reasonably entitled to indemnification.
 
    Article Thirteenth of National's Certificate provides that National shall to
the extent permitted by law indemnify any person for all liabilities incurred by
or imposed upon him as a result of any action or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, in which
he shall be involved by reason of the fact that he is or was serving as a
director, officer or employee of National, or that, at the request of National,
he is or was serving another corporation or enterprise in any capacity. Article
VIII of National's By-Laws provides for indemnification of any person who was or
is a party to any threatened, pending or completed action, or to any derivative
proceeding by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or was serving at the request of the corporation in
that capacity for another corporation 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 unlawful.
 
    National has purchased and maintains at its expense on behalf of directors
and officers insurance, within certain limits, covering liabilities that may be
incurred by them in such capacities.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
    The shares of Common Stock to be resold by the Selling Stockholders named in
the Prospectus prepared in accordance with Part I of Form S-3 were issued by the
Registrant to the Selling Stockholders pursuant to an exemption from
registration under the Securities Act by virtue of Section 4(2) thereof. The
shares were issued to the Selling Stockholders as restricted stock subject to
vesting limitations in two different increments. The shares issued to Mr. Halla
were issued to Mr. Halla under the Restricted Stock Agreement between Mr. Halla
and the Company, a written plan in connection with Mr. Halla's service as
President and Chief Executive Officer of the Company. Mr. Halla had access, by
virtue of his position with the Company, to sufficient information to make an
informed investment decision. The shares issued to the other Selling
Stockholders were issued pursuant to the Company's Restricted Stock Plan, a
written plan in connection with service as employees of the Company by these
Selling Stockholders. These Selling Stockholders were provided sufficient
information to make an informed investment decision.
 
                                      II-2
ITEM 8.  TABLE OF EXHIBITS
4.1       Second Restated Certificate of Incorporation of the Company, as amended
            (incorporated by reference from the Exhibits to the Company's Registration
            Statement on Form S-3 Registration No. 33-52775, which became effective March 22,
            1994); Certificate of Amendment of Certificate of Incorporation dated September 30,
            1994.
 4.2       By-Laws of the Company
 4.3       Form of Common Stock Certificate (incorporated by reference from the Exhibits to the
            Company's Registration Statement on Form S-3 Registration No. 33-48935, which
            became effective October 5, 1992).
 4.4       Rights Agreement (incorporated by reference from the Exhibits to the Company's
            Registration Statement on Form 8-A filed August 10, 1988). First Amendment to the
            Rights Agreement dated as of October 31, 1995 (incorporated by reference from the
            Exhibits to the Company's Amendment No. 1 to the Registration Statement on Form 8-A
            filed December 11, 1995).
 4.5       Indenture dated as of September 15, 1995 (incorporated by reference from the
            Exhibits to the Company's Registration Statement on Form S-3 Registration No.
            33-63649, which became effective November 6, 1995).
 4.6       Registration Rights Agreement dated as of September 21, 1995 (incorporated by
            reference from the Exhibits to the Company's Registration Statement on From S-3
            Registration No. 33-63649, which became effective November 6, 1995).
 4.7       Form of Note (incorporated by reference from the Exhibits to the Company's
            Registration Statement on Form S-3 Registration No. 33-63649, which became
            effective November 6, 1995).
 5.1       Opinion re Legality
10.1       Restricted Stock Agreement with Brian L. Halla
10.2       Restricted Stock Plan
23.1       Consent of Independent Auditors
23.2       Consent of Counsel (Included in Exhibit 5.1)
24.1       Power of Attorney
ITEM 9.  UNDERTAKINGS
 
        (a) The undersigned Registrant hereby undertakes:
 
           (1) to file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement;
 
               (i) to include any prospectus required by Section 10(a)(3) of the
           Securities Act;
 
               (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 the Registration Statement, and
 
              (iii) to include any material information with respect to the plan
           of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
 
        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
        apply to information contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
        that are incorporated by reference in this Registration Statement.
 
                                      II-3
(2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment 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.
 
           (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.
 
        (b) The undersigned Registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act, each filing of the
    Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
    Exchange Act that is incorporated by reference in this Registration
    Statement 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.
 
        (c) Insofar as indemnification for liabilities arising under the
    Securities Act may be permitted to directors, officers and controlling
    persons of the Registrant pursuant to the foregoing provisions, or
    otherwise, the Registrant has been advised that in the opinion of the
    Commission such indemnification is against public policy as expressed in the
    Act and is, therefore, unenforeceable. In the event that a claim for
    indemnification against such liabilities (other than the payment by the
    Registrant of expenses incurred or paid by a director, officer or
    controlling person of the Registrant in the successful defense of any
    action, suit or proceeding) is asserted by such director, officer or
    controlling person in connection with the securities being registered, the
    Registrant 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 Act and will be governed by the final
    adjudication of such issue.
 
                                      II-4
SIGNATURES
 
    Pursuant to the requirements of the Securities Act, 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 Santa Clara, California, on the 12th day of August, 1996.
 
                                          NATIONAL SEMICONDUCTOR CORPORATION
 
                                          By:         /s/ BRIAN L. HALLA*
 
                                             -----------------------------------
                                                       Brian L. Halla
                                                 CHAIRMAN OF THE BOARD, AND
                                                   CHIEF EXECUTIVE OFFICER
 
    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 12TH DAY OF AUGUST, 1996.
/s/ BRIAN L. HALLA*               Chairman of the Board, President and Chief
- -------------------------------------------    Executive Officer (Principal Executive
              (Brian L. Halla)                 Officer)
 
            /s/ DONALD MACLEOD*               Executive Vice President, Finance and Chief
- -------------------------------------------    Financial Officer (Principal Financial
              (Donald MacLeod)                 Officer)
 
        /s/ RICHARD D. CROWLEY, JR.*
- -------------------------------------------   Vice President and Controller (Principal
         (Richard D. Crowley, Jr.)             Accounting Officer)
 
            /s/ GARY P. ARNOLD*
- -------------------------------------------   Director
              Gary P. Arnold)
 
             /s/ ROBERT BESHAR*
- -------------------------------------------   Director
              (Robert Beshar)
 
          /s/ MODESTO A. MAIDIQUE*
- -------------------------------------------   Director
           (Modesto A. Maidique)
 
           /s/ J. TRACY O'ROURKE*
- -------------------------------------------   Director
            (J. Tracy O'Rourke)
 
           /s/ CHARLES E. SPORCK*
- -------------------------------------------   Director
            (Charles E. Sporck)
 
           /s/ DONALD E. WEEDEN*
- -------------------------------------------   Director
             (Donald E. Weeden)
 
     *By         /s/ JOHN M. CLARK III
     --------------------------------------
             John M. Clark III
              ATTORNEY-IN-FACT
II-5
NATIONAL SEMICONDUCTOR CORPORATION
                                 EXHIBIT INDEX
EXHIBIT
NUMBER                                         DESCRIPTION OF EXHIBIT                                       PAGE NUMBER
- ---------  ----------------------------------------------------------------------------------------------  -------------
4.1       Second Restated Certificate of Incorporation of the Company, as amended (incorporated by
            reference from the Exhibits to the Company's Registration Statement on Form S-3 Registration
            No. 33-52775, which became effective March 22, 1994); Certificate of Amendment of Certificate
            of Incorporation dated September 30, 1994.
 4.2       By-Laws of the Company
 4.3       Form of Common Stock Certificate (incorporated by reference from the Exhibits to the Company's
            Registration Statement on Form S-3 Registration No. 33-48935, which became effective October
            5, 1992).
 4.4       Rights Agreement (incorporated by reference from the Exhibits to the Company's Registration
            Statement on From 8-A filed August 10, 1988). First Amendment to the Rights Agreement dated
            as of October 31, 1995 (incorporated by reference from the Exhibits to the Company's
            Amendment No. 1 to the Registration Statement on Form 8-A filed December 11, 1995).
 4.5       Indenture dated as of September 15, 1995 (incorporated by reference from the Exhibits to the
            Company's Registration Statement on Form S-3 Registration No. 33-63649, which became
            effective November 6, 1995).
 4.6       Registration Rights Agreement dated as of September 21, 1995 (incorporated by reference from
            the Exhibits to the Company's Registration Statement on Form S-3 Registration No. 33-63649,
            which became effective November 6, 1995).
 4.7       Form of Note (incorporated by reference from the Exhibits to the Company's Registration
            Statement on Form S-3 Registration No. 33-63649, which became effective November 6, 1995).
 5.1       Opinion re Legality
10.1       Restricted Stock Agreement with Brian L. Halla
10.2       Restricted Stock Plan
23.1       Consent of Independent Auditors
23.2       Consent of Counsel (Included in Exhibit 5.1)
24.1       Power of Attorney
II-6