テキサス・インスツルメンツ・インコーポレイテッド 外国会社臨時報告書
| 提出書類 | 外国会社臨時報告書 |
|---|---|
| 提出日 | |
| 提出者 | テキサス・インスツルメンツ・インコーポレイテッド |
| カテゴリ | 外国会社臨時報告書 |
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テキサス・インスツルメンツ・インコーポレイテッド(E05794)
外国会社臨時報告書
【表紙】
【提出書類】 外国会社臨時報告書
【提出先】 関東財務局長
【提出日】 2022 年９月 26 日
【会社名】 テキサス・インスツルメンツ・インコーポレイテッド
(Texas Instruments Incorporated)
【代表者の役職氏名】 会長、社長兼最高経営責任者
(Chairman, President and Chief Executive Officer)
リチャード・ K ・テンプルトン
(Richard K. Templeton)
【本店の所在の場所】 アメリカ合衆国 75243 テキサス州 ダラス
TI ブールバード 12500
(12500 TI Boulevard, Dallas, Texas 75243, U.S.A.)
【代理人の氏名又は名称】 弁護士 中村 慎二
【代理人の住所又は所在地】 東京都千代田区大手町一丁目１番１号 大手町パークビルディング
アンダーソン・毛利・友常法律事務所外国法共同事業
【電話番号】 03 － 6775 － 1000
【事務連絡者氏名】 弁護士 吉田 満利恵
同 隈 大希
【連絡場所】 東京都千代田区大手町一丁目１番１号 大手町パークビルディング
アンダーソン・毛利・友常法律事務所外国法共同事業
【電話番号】 03 － 6775 － 1000
【縦覧に供する場所】 日本テキサス・インスツルメンツ合同会社
( 東京都港区港南１丁目２番 70 号 品川シーズンテラス )
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テキサス・インスツルメンツ・インコーポレイテッド(E05794)
外国会社臨時報告書
( 注 ) １ 本書において、別段の記載がある場合を除き、本書中「当社」または「テキサス・インスツルメンツ」また
は「 TI 」とはテキサス・インスツルメンツ・インコーポレイテッドを指すが、文脈によってはテキサス・イ
ンスツルメンツ・インコーポレイテッドとその連結子会社 ( 株式の全部または過半数を所有する ) を指すこと
もある。
２ 別段の記載がある場合を除き、本書に記載の「ドル」はアメリカ合衆国ドルを指す。本書において便宜上記
載されている日本円への換算は、１ドル＝ 142.82 円の換算率 (2022 年９月 12 日現在の三菱 UFJ 銀行の対顧客電
信直物売買相場の仲値 ) により計算されている。
３ 本書中の表で計数が四捨五入されている場合、合計は計数の総和と必ずしも一致しないことがある。
４ 別段の記載がある場合を除き、本書に記載の日付は、米国東部標準時間である。
Notes: 1. Unless otherwise noted, the term “Company” or “Texas Instruments” or “TI” refers to
Texas Instruments Incorporated, or to Texas Instruments Incorporated and its
consolidated subsidiaries (which are wholly-owned or majority-owned), as the context
requires.
2. Unless otherwise noted, the term “dollars” or “$” refers to United States Dollars.
Conversion into Japanese Yen has been made at the exchange rate of $1.00 = ¥142.82
the telegraphic transfer median exchange rate vis-a-vis customers reported by MUFG
Bank, Ltd. on September 12, 2022 .
3. Where figures in tables have been rounded, the totals may not necessarily agree with
the sum of the figures.
4. Unless otherwise noted, dates specified herein are U.S. Eastern Time.
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EDINET提出書類
テキサス・インスツルメンツ・インコーポレイテッド(E05794)
外国会社臨時報告書
１【提出理由】
本外国会社臨時報告書は、 2014 年度テキサス・インスツルメンツ従業員株式購入制度に基づき、当社が日
本国外において発行する有価証券の募集が、当社および日本国外に所在する複数の当社子会社におけるオプ
ション付与日（ 2022 年９月 12 日）現在の全従業員に対して開始されたため、金融商品取引法第 24 条の５第４
項および企業内容等の開示に関する内閣府令第 19 条第２項第１号の規定に基づき提出するものである。
２【報告内容】
(1) Type and Name of Securities (i.e., the Options) to be Issued (i.e., Granted)
Stock purchase rights to purchase one share of common stock of Texas Instruments
Incorporated , par value of $1 per share (each, an “Option”)
The securities are “Corporate Bonds with Stock Acquisition Rights etc. with Moving
Strike Clause”.
Special Feature of Corporate Bonds with Stock Acquisition Rights etc. with Moving
Strike Clause
The number of shares of common stock of the Company each participating Employee
may acquire under the Plan is dependent on, among other things;
(i) The amount of his/her payroll deduction during the Payroll Deduction Period (as
described in (7) below); and,
(ii) The share price on the Exercise Day (as described in (7) below).
Such number of shares of common stock of the Company is further subject to
certain limitations under the Plan (as described in (11) below).
(2) Number of Securities (i.e., the Options) to be Issued (i.e., Granted)
999,592 Options
The number of the Options will be the same as the number of shares as set out in Item
(5) “Type and Number of Underlying Shares of the Options” below.
(3) Offering Price per Securities (i.e., Option)
$0 (¥0)
(4) Aggregate Offering Price
$0 (¥0) (The aggregate offering price of stock acquisition rights. )
$43,753,499 (approximately ¥6,249 million) (estimate) (The amount is the sum of the
aggregate offering price of stock acquisition rights and the “Amount of Payment upon
Exercise of the ESPP Options” .)
Due to the fact that (a) each eligible E mployee may elect to participate in the Plan at any
time before the end of the Enrollment P eriod, (b) an enrolled Employee may choose to
terminate their participation in the Non-Japanese Offering at any time before 11:59 PM
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U.S. Eastern Time on November 30, 2022 (the “Termination Day”), the exact amount
of the Aggregate Offering Price is not certain. However, the Aggregate Offering Price
for the purpose of this report shall not in any event exceed the total amount of payroll
deduction during the relevant Payroll Deduction Period for all eligible Employees
outside of Japan, because under the Non-Japanese Offering no funds can be available
for purchase of shares other than cash held in the payroll deduction account or such
other account designated for the purchase of Shares under the Plan of each eligible
Employee. Such total amount of $43,753,499 ha s been calculated based on the
assumption that all eligible E mployees participate in the Plan to the maximum extent
possible and all Options granted to such E mployees are exercised, considering the total
non-variable compensation amount during the relevant Payroll Deduction Period for
each eligible Employee based on the Company’s best estimate.
(5) Type and Number of Underlying Shares of the Options
Type: Registered shares of common stock of Texas Instruments Incorporated, par
value of $1 per share (“Shares”)
Number: 999,592 Shares
W hen an Employee’s Option is exercised, a participating Employee purchases the
Shares in the number calculated as follows:
payroll deduction for this offering
exercise price of the Option
subject to a maximum number of shares calculated as described in (11)( iv ) and (11)( v )
(c) below and subject to the Administration Committee’s decision under (11)( ix ) that
participating Employees may not purchase fractional shares in the offering. Any
amount of the payroll deduction left over after the purchase of such shares is refunded to
the Employee.
(See Item (6) “Amount of Payment upon Exercise of the Options (per option)”)
According to the Plan, the formula for initially determining each eligible Employee’s
number of underlying shares of Options available is as follows:
Lower of (a) Salary X (Note I) x 2.5% or (b) $5,312
Price Y (Note II) x 85%
(Note I) Salary X shall mean the annual non-variable compensation of the
Employee outside of Japan eligible to participate in the Plan per year.
(Note II) Price Y shall mean the fair market value of the common stock of the
Company on the day on which the Option was granted. Fair market
value defined as the closing price of TI common stock on the relevant
date as reported by WSJ.com or Bloomberg L.P.
Notwithstanding this formula, due to the fact that (a) an Employee may choose to
terminate their participation in the Non-Japanese Offering on or before the Termination
Day and (b) the exercise price of the Options is not determinable until the day the
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Options of participating Employees will be exercised in full (the “Exercise Day”), the
exact number of Shares to be purchased by each Employee is not certain. However, due
to the cap described in the last clause of the first sentence of (11)( v )(c) below, the total
Number of Underlying Shares of the Options for the purpose of this report shall not
exceed the number of shares that could have been purchased at 85% of the fair market
value of common stock on the G rant D ate (as defined in (11) below) with $5,312 for
each eligible Employee. Such total “Number of Underlying Shares of the Options” is
calculated in such a manner as described below, based on the assumption that (w) all
eligible Employees participate in the Plan to the maximum extent possible, (x) all
options granted to such Employees are exercised, (y) the Shares to be delivered as a
result of such exercise are all newly-issued Shares and (z) the cap described in the last
clause of the first sentence of (11)( v )(c) below is the only applicable limit on the
number of shares a participating Employee may purchase.
(If the number of shares for which all employees participating in the plan is greater than
the shares of TI common stock remaining available for issuance under the plan, the
available shares will , at the end of the enrollment period , be allocated among such
participating E mployees pro rata on the basis of the number of shares for which each has
elected to participate.)
T o calculate the total Number of Underlying Shares of the Options as described above,
it is necessary to multiply (a) the number of eligible Employees times (b) the maximum
number of shares that an Employee would be eligible to purchase if the market price of
Texas Instruments common stock on the Exercise Day will be low enough to trigger the
cap described in the last clause of the first sentence of (11)( v )(c) below, as follows:
(a) 27,016 (number of eligible Employees)
x
(b) 37 (maximum number of shares any Employee may purchase ($5,312 (as
specified in (11)(v)(c))/$141.24 (assumed exercise price)))
= 999,592
Using this calculation and the assumptions noted above, the Company estimates the
maximum total number of underlying shares of the options to be 999,592 .
(6) Amount of Payment upon Exercise of the Options (per option)
Due to the fact that the exercise price of the Options cannot be determined until the
Exercise Day, the exact Amount of Payment upon Exercise of the Options (per option)
is not certain.
Notwithstanding the terms and conditions under the Plan, pursuant to the decision made
by the Compensation Committee of the Company, which is authorized under the Plan,
the exercise price of the Options in this offering shall be 85% of the fair market value of
TI common stock on the Exercise Day , which is rounded up to the nearest whole cent.
The fair market value of the Exercise Day shall be the closing price of TI common stock
on th at date as reported by WSJ.com or Bloomberg L.P.
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(7) Exercise Period
January 3, 2023 (Exercise Day)
Pursuant to the Terms and Conditions of the Plan, the term of each Option shall consist
of the following two periods and Exercise Day:
(i) An Enrollment Period (or Offering Period) beginning on September 12, 2022,
and ending on September 30, 2022, during which each eligible Employee shall
determine whether or not and to what extent to participate by authorizing payroll
deductions. As part of the enrollment process, an Employee may, but is not
required to, elect to be automatically re-enrolled to participate in subsequent
offerings under the Plan at the same level such Employee determined to
participate in the current offering; and
(i i) A Payroll Deduction Period of three (3) months, beginning on October 1, 2022,
and ending on December 31, 2022, during which payroll deductions shall be
made and credited to each participating E mployees’ payroll deduction account;
and
(i ii ) An Exercise Day, on which participating Employees Options shall be
automatically exercised in full. The Exercise Day is January 3, 2023.
(8) Conditions for Exercise of the Options
Satisfaction of Requirements under the Plan and no Cancellation of the Plan
A participating Employee’s last day to cancel his or her payroll deduction authorization
and simultaneously request that all but not a part of the balance in the Employee’s
account allocable to such Payroll Deduction Period be paid to him or her shall be the
last day of the month preceding the next offering. Such cancellation and withdrawal
during the Payroll Deduction Period shall constitute withdrawal from the offering and
the Employee’s option shall thereupon terminate and become void. Such cancellation
shall also operate to terminate any automatic re-enrollment described in (7)(i).
(9) Amount to be Capitalized on Share Capital of Newly Issued Shares Issuable upon
Exercise of the Options, among the Issue Price per Share
$1 (¥142.82)
Because each eligible Employee may (a) elect to participate in the Plan until the end of
the Enrollment Period or (b) terminate their election to participate on or before the
Termination Day, the exact number of Shares to be purchased by the Employees is not
certain. The following is the total of “Amount to be Capitalized on Share Capital of
Newly Issued Shares Issuable upon Exercise of the Options” for Shares, which is based
on the assumption that the maximum Number of Underlying Shares of the Options, as
calculated in (5) above, are exercised by the participants and that all of the Shares to be
delivered as a result of such exercise are newly issued Shares.
(number of shares x par value): 999,592 x $1 = $ 999,592 (approximately ¥143 million)
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(If the number of shares for which all Employees participating in the Plan is greater than
the shares of TI common stock remaining available for issuance under the Plan, the
available shares will at the end of the Enrollment Period be allocated among such
participating Employees pro rata on the basis of the number of shares for which each has
elected to participate.)
(10) Transfer of the Options
The Options granted under the Plan may not be transferred except by will or the laws of
descent and distribution.
(11) Issuing method
The Options are to be granted under the Plan. The Plan was approved by the Board of
Directors (the “ Board ”) on December 5, 2013 subject to stockholder approval. The Plan
was approved by stockholders on April 17, 2014.
The following are the terms and conditions of offerings under the Plan:
(i) As used herein, (i) “Administration Committee” means the committee
authorized by the Compensation Committee of the Board of Directors to
administer the TI Contribution and 401(k) Savings Plan and other TI benefit
plans; (ii) “Compensation” means the Employee’s monthly rate of pay
multiplied by the Employee’s pay months per year as shown on the Company’s
records as of the Grant Date (as defined below) for the offering, provided that
the Administration Committee may determine to include or exclude other
amounts; and (iii) “Fair Market Value” means the closing price of TI common
stock on the relevant date as reported by WSJ.com or Bloomberg L.P. Other
capitalized terms have the meaning specified in the Plan.
(ii ) Options shall be granted in four sets of offerings each year on the first day that
The NASDAQ Stock Market is open for trading in December, March, June, and
September (each a “Grant Date”), with separate offerings made on such dates to
Employees of TI and to Employees of each participating Subsidiary in
accordance with the Plan. The participating Subsidiaries, and the exclusion of
any Employees from offerings, shall be as determined by the Administration
Committee. The Administration Committee shall approve the form of offering
as required by the Plan.
(iii ) The option price per share for each offering shall be 85% of the Fair Market
Value of TI common stock on the date the option is exercised, rounded upward
to the next whole cent if such amount is a fraction of a cent (the “Option Price”).
(iv ) Each eligible Employee who desires to participate in an offering shall elect an
amount the Employee wishes to have deducted from his or her periodic pay for
the purchase of stock offered under this Plan and shall authorize the related
payroll deductions . Where local law prohibits payroll deductions, Paragraph (xi )
shall apply . For each offering, the maximum aggregate amount that the
Employee may elect shall be 2.5% of Compensation, or $5,312, whichever is
lower. The Employee shall communicate the election and payroll deduction to
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the person or firm designated by the Treasurer of TI in the form and manner
prescribed by the Administration Committee.
(v ) The term of each option shall consist of the following three periods:
(a) A n Enrollment Period beginning and ending on such dates as the
Administration Committee shall determine (such determination to be made
on or prior to the Grant Date), during which each eligible Employee shall
determine whether and to what extent to participate by authorizing payroll
deductions;
(b) A Payroll Deduction Period of three (3) calendar months, beginning on the
first day of the calendar month following the Grant Date, during which
payroll deductions shall be made and credited to each Employee's payroll
deduction account; and
(c) A n Exercise Day, which shall be the first day on which The NASDAQ
Stock Market is open for trading after the end of the Payroll Deduction
Period, on which day (subject to Paragraphs (vii ), (viii ) and (ix )) the option
of each participating Employee shall be exercised for the number of shares of
TI common stock as may be purchased at the Option Price with the amount
credited to the Employee’s payroll deduction account, provided, however,
that the number of shares purchased shall not exceed the number of shares of
TI common stock that could have been purchased at 85% of the Fair Market
Value of TI common stock on the Grant Date with $5,312.
(vi ) Unless the Administration Committee provides otherwise, the Employee’s
election and payroll deduction authorization as described in Paragraph (iv ) shall
constitute an election by the Employee to participate in the current offering, and
the Employee may elect to be automatically re-enrolled in subsequent offerings.
If elected, the automatic re-enrollment shall be in effect until the Employee
cancels enrollment, changes the automatic enrollment election or transfers to a
different TI payroll.
(vii ) Unless the Administration Committee shall have provided otherwise prior to the
date the offering was made, the Employee may , at any time up to and including
the last day of the month preceding the Grant Date of the next offering, request
that all (but not a part of) the balance in his or her payroll deduction account be
refunded to the Employee. Such request shall operate to cancel the Employee’s
election to participate in that offering and in subsequent offerings under the Plan
until the Employee provides a new election and payroll authorization as
described in Paragraph (iv ).
(viii ) Termination of Employment: Generally , if the employment of a participating
Employee terminates prior to the expiration of the Payroll Deduction Period for
any reason, the Employee’s participation in the offering shall immediately
terminate and the balance, if any, in his or her payroll deduction account shall be
refunded to the Employee (or paid to his or her personal representatives, heirs,
legatees or distributees, if applicable).
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(ix ) Unless the Administration Committee has determined otherwise before the
Grant Date, participating Employees may not purchase fractional shares in the
offering. All options of participating Employees shall be exercised on the
Exercise Day for full shares and the balance, if any, remaining in the Employee’
s payroll deduction account shall be refunded to the Employee.
(x ) If an Employee transfers to a different TI payroll or goes on unpaid leave of
absence prior to the expiration of the Payroll Deduction Period, payroll
deductions shall cease as of the date of the Employee's change in employment
status, and the Employee's option shall be exercised to the extent possible with
the amount then in his or her payroll deduction account on the Exercise Day. If
an Employee goes on paid leave of absence prior to the expiration of the Payroll
Deduction Period, payroll deductions will continue.
(xi ) If local law prohibits payroll deductions for some or all Employees who are
eligible for an offering, all Employees in that location who are eligible for the
offering may (i) authorize their employer to place the funds that otherwise would
be subject to payroll deductions into bank accounts or in accounts with a trustee
or other custodian in the names of the Employees or in the name of the employer
or (ii) pay the funds by such other method approved by the Administration
Committee. In such event, all of the provisions of these Terms and Conditions
applicable to payroll deductions shall apply to such accounts.
(xii ) No interest shall be payable on any amount withheld, collected or refunded (or
paid to the Employee's personal representatives, heirs, legatees or distributees, if
applicable) under this Plan.
(12) Names of underwriters
Not applicable
(13) Place s of offering
The United States and other countries
(14) Total amount of proceeds from the issuance, and details, amounts and expected time of
expenditure for each use of proceeds
(i) Total amount of proceeds from the issuance of the Options
$ 43,753,499 (approximately ¥6,249 million)
Total amount of proceeds from the issuance of the Options is the estimated
amount based on the assumption that all the eligible Employees outside Japan
participate in the Plan, all options granted to such Employees are exercised and
the offering price is $141.24.
(ii) Details, amounts and expected time of expenditure for each use of proceed
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The proceeds will be used for general corporate purposes. The details, amounts
and expected time of expenditure for the use of the proceeds have not been
determined.
(15) Date of issuance of the Options
September 12 , 2022
(16) Exchange where the Options are or are to be listed
Not applicable
(17) Matters relating to Corporate Bonds with Stock Acquisition Rights etc. with Moving
Strike Clause
(a) Reason for Raising Funds by Issuing Corporate Bonds with Stock Acquisition
Rights Etc. with Moving Strike Clause
This offering will be made for the purpose of incentive compensation to
Employees outside Japan.
(b) Particular Arrangements between the Acquirer and the Company concerning
Matters relating to Exercise of Corporate Bonds with Stock Acquisition Rights etc.
with Moving Strike Clause
There are no specific arrangements with participating Employees except for those
under the Plan.
(c) Particular Arrangements between the Acquirer and the Company concerning Sale
of the Company Stock
Not applicable.
(d) Particular Arrangements between the Acquirer and Persons with Special Interests
in the Company concerning Lending of the Company Stock
Not applicable.
OTHER MATTERS
a. The amount of Issued Share capital of the Company (as of June 30 , 2022)
$ 1,741 million (approximately ¥248,650 million)
b. Total Number of Issued Shares (as of June 30, 2022 )
1,741 million
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