FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 2, 1994
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _____________
Commission File Number: 0-11674
LSI LOGIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2712976
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1551 McCarthy Boulevard, Milpitas, California 95035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(408)433-8000
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of each class on which registered
Common Stock, $0.01 par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
none
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirement for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in the definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. /X/
The aggregate market value of the voting stock held by non-
affiliates of the registrant, based upon the closing price
of the Common Stock on March 3, 1994 as reported on the
New York Stock Exchange, was approximately $700,599,510.
Shares of Common Stock held by each executive officer and
director and by each person who owns 5% or more of the
outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive
determination for other purposes.
As of March 9, 1994, registrant had 50,151,769 shares of
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the following documents are incorporated by reference
into Parts I, II, III and IV of this Form 10-K Report:
(1) Proxy Statement for registrant's 1994 Annual Meeting of
Stockholders, and (2) registrant's 1993 Annual Report to
Stockholders.
AMENDMENT TO ANNUAL REPORT ON FORM 10-K
The following information is being filed to amend the
Annual Report on Form 10-K filed with the Securities and
Exchange Commission by LSI Logic Corporation (the "Company")
on March 7, 1994.
Item 10. Directors and Executive Officers of the Registrant
The executive officers of the Company, who are elected by
and serve at the discretion of the Board of Directors, are as
follows:
<TABLE>
<CAPTION>
Employed
Name Age Position Since
<S> <C> <C> <C>
Wilfred J. Corrigan 55 Chairman, Chief Executive
Officer 1981
Bruce L. Entin 43 Vice President, Investor
Relations and Corporate
Communications 1984
Brian L. Halla 47 Executive Vice President,
LSI Logic Products 1988
Cyril F. Hannon 55 Executive Vice President,
Worldwide Operations 1984
Albert A. Pimentel 38 Senior Vice President,
Finance and Chief
Financial Officer 1992
and Chief Financial Officer
David E. Sanders 46 Vice President, General
Counsel and Secretary 1986
Horst G. Sandfort 51 Executive Vice President,
Geographic Markets 1984
Lewis C. Wallbridge 50 Vice President, Human
Resources 1984
</TABLE>
Except as set forth below, all of the officers have been
associated with the Company in their present position or other
capacities for more than the past five years.
Brian C. Halla joined the Company in August of 1988 as
Vice President, Microprocessor Products. He was promoted to
Executive Vice President, LSI Logic Products in May 1992. From
January, 1975 to August, 1988, Mr. Halla was employed by Intel
Corporation in positions of increasing responsibility, including
posts in product marketing management for Intel's Development
Systems Group and more recently as Director of Marketing for
Intel's Microcomputer Group.
Albert A. Pimentel joined the Company in July 1992 as
Senior Vice President, Finance and Chief Financial Officer.
From December 1990 until February 1991, Mr. Pimentel served as
Vice President of Finance, Chief Financial Officer and
Secretary of Momenta Corporation, a start up company in the pen
computing business. As the result of a corporate
reorganization, Momenta Corporation became a wholly-owned
subsidiary of Momenta International Ltd. and Mr. Pimentel
assumed the same positions for Momenta International
Ltd. until July 1992. In August 1992, Momenta International
Ltd. and its subsidiaries filed a petition for relief in
Federal bankruptcy court. Mr. Pimentel served as Vice
President, Finance of Conner Peripherals, Inc., a manufacturer
of disk drives, from May of 1986 until December of 1990.
The names of the nominees for election to the Board of
Directors, and certain information about them, are set forth
below.
<TABLE>
<CAPTION>
Director
Name of Nominee Age Principal Occupation Since
<S> <C> <C>
Wilfred J. Corrigan 56 Chairman of the Board <C>
of Directors and Chief
Executive Officer of
the Company 1981
James H. Keyes 53 Chairman, Chief Executive
Officer and a Director of
Johnson Controls, Inc. 1983
T.Z. Chu 59 President and Chief
Executive Officer
of Hoefer Scientific
Instruments 1992
Malcolm R. Currie 66 Chairman Emeritus, Hughes
Aircraft Company 1992
R. Douglas Norby 58 Senior Vice President and
Chief Financial Officer
of Mentor Graphics
Corporation 1993
</TABLE>
Except as set forth below, each of the nominees has been
engaged in his principal occupation set forth above during the
past five years. There are no family relationships between or
among any directors or executive officers of the Company.
Mr. Corrigan, a founder of the Company, has served as
Chief Executive Officer and a director of the Company since
its organization in January 1981. He served as President
of the Company from its incorporation until April 1985. He
presently serves on the board of directors of Brooktree
Corporation.
Mr. Keyes has served as Chairman and Chief Executive
Officer of Johnson Controls, Inc., a manufacturer of automated
building controls, batteries, automotive seating and plastics
since January, 1993. From January, 1988 until January, 1993
Mr. Keyes served as President and Chief Executive Officer of
Johnson Controls, Inc. From January, 1986 to January, 1988,
Mr. Keyes served as President, Chief Operating Officer and a
director of Johnson Controls, Inc.; from April, 1985 to
January, 1986, Mr. Keyes served as Executive Vice President,
Chief Operating Officer and a director of Johnson Controls,
Inc.; from January, 1985 to April, 1985, he served as Executive
Vice President of Johnson Controls, Inc. He currently serves
on the boards of directors of Johnson Controls, Inc. and
Universal Food Corp.
Mr. Chu has served as President and Chief Executive
Officer of Hoefer Scientific Instruments since August, 1993.
From January, 1992 until August, 1993 Mr. Chu acted as a
consultant to Hambrecht & Quist and to Thermo Instrument
Systems, Inc. From 1990 until December 31, 1991 Mr. Chu
served as the President of Finnigan Corporation. From 1969
until 1990, he served as the Principal Executive Officer and
Director of Finnigan Corporation at which time it was acquired
by Thermo Instrument Systems, Inc.
Mr. Currie served as Chairman and Chief Executive Officer
of Hughes Aircraft Company from March, 1988 until his
retirement in July, 1992. From January, 1976 until March, 1988
Mr. Currie served as President and Chief Executive Officer of
Delco Electronics. He presently serves on the boards of
directors of Unocal Corporation and Investment Company of
America.
Mr. Norby has served as Senior Vice President and Chief
Financial Officer of Mentor Graphics Corporation since
September, 1993. From July, 1992 until September, 1993
Mr. Norby served as President and Chief Executive Officer of
Pharmetrix Corporation, a health care company located in Menlo
Park, California. Mr. Norby served as President and Chief
Operating Officer of Lucasfilm, Ltd. from February, 1985 until
May, 1992 and, from 1989 until May, 1992 Mr. Norby also served
as Chairman, President and Chief Executive Officer of
LucasArts Entertainment Company, a subsidiary of Lucasfilm,
Ltd. Mr. Norby presently serves on the boards of directors
of Epitope, Inc. and Recordati S.p.A.
Section 16(a) of the Exchange Act requires the Company's
executive officers, directors, and persons who own more than
ten percent of a registered class of the Company's equity
securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. Executive
officers, directors and greater than ten percent stockholders
are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms
received by it and written representations received from those
reporting persons recognized by the Company as being subject to
filing requirements that they have complied with the relevant
filing requirements, the Company believes that all filing
requirements applicable to its executive officers and directors
were complied with as of January 2, 1994.
Item 11. Executive Compensation
The following table shows, as to the Chief Executive
Officer and each of the four other most highly compensated
executive officers whose salary plus bonus exceeded $100,000,
information concerning all reportable compensation awarded to,
earned by or paid to each for services to the Company in all
capacities during the fiscal year ended January 2, 1994, as
well as such compensation for each such individual for the
Company's previous two fiscal years (if such person was the
Chief Executive Officer or an executive officer, as the case
may be, during any part of such fiscal year).
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
NAME AND ANNUAL COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUS OTHER ANNUAL
COMPENSATION<FN1>
<S> <C> <C> <C> <C>
Wilfred J. Corrigan 1993 $530,077 $400,000 $16,600
Chief Executive 1992 $500,000 NONE $ 9,600
Officer 1991 $463,460 NONE $ 9,600
Horst G. Sandfort 1993 $354,464 $235,000 $45,872
Executive Vice 1992 $350,411 NONE $20,800
President, 1991 $290,782 $ 95,339 $20,755
Geographic Markets
Brian L. Halla 1993 $280,481 $200,000 $ 8,500
Executive Vice 1992 $236,250 NONE $17,104
President, LSI 1991 $189,615 NONE $ 9,539
Logic Products
Cyril F. Hannon 1993 $261,538 $170,000 $ 8,400
Executive Vice 1992 $235,385 NONE $ 8,400
President, 1991 $211,692 NONE $ 8,400
Worldwide Operations
Albert A. Pimentel 1993 $222,923 $150,000 $ 9,400
Senior Vice 1992 $ 78,558 NONE $ 3,613
President, Finance 1991 N/A N/A N/A
and Chief Financial
Officer
<FN>
<F1> Includes amounts paid for car allowances, housing and meal
allowances, tax planning and relocation.
<CAPTION>
LONG TERM COMPENSATION
AWARDS PAYOUTS
YEAR RESTRICTED ALL OTHER
STOCK OPTIONS/ LTIP COMPEN-
AWARD(S) SARS PAYOUTS SATION
($)<F2> (#)<F3> ($)<F4> ($)<F5>
<S> <C> <C> <C> <C> <C>
Wilfred J. Corrigan 1993 0 125,000 0 $28,483
1992 0 0 0 $ 4,032
1991 0 100,000 0 $ 4,032
Horst G. Sandfort 1993 0 50,000<F6> 0 $15,417
1992 0 40,000 0 $13,554
1991 0 95,000 0 $12,316
Brian L. Halla 1993 0 50,000 0 $14,682
1992 0 75,000 0 $ 2,436
1991 0 30,000 0 $ 1,820
Cyril F. Hannon 1993 0 50,000 0 $17,391
1992 0 30,000 0 $ 4,032
1991 0 25,000 0 $ 4,032
Albert A. Pimentel 1993 0 15,000 0 $10,316
1992 0 125,000 0 $ 385
1991 N/A N/A N/A N/A
<FN>
<F2> The Company has not granted any restricted stock rights.
<F3> The Company has not granted any stock appreciation rights.
<F4> The Company does not have any Long Term Incentive Plans as
that term is defined in the regulations.
<F5> The amounts described hereunder were during in 1993 by
the Company for group term life insurance and profit
sharing (paid to all employees as a fixed percentage of
salary).
<F6> Excludes options granted to Mr. Sandfort in 1993
to purchase 20,000 shares of the stock of LSI Logic
Corporation of Canada, Inc., a 55% owned affiliate of the
Company.
</TABLE>
The Company, through its European affiliate, LSI Logic
Europe plc, and in recognition of certain European employment
customs for senior executives, presently maintains a form of
salary continuation arrangement for Horst G. Sandfort. This
arrangement provides that if, prior to May 7, 1995, Mr.
Sandfort were dismissed or asked to resign from employment with
the Company or any of its affiliated companies (for any reason
other than misconduct), Mr. Sandfort would be entitled to
receive a payment equivalent to one year's salary (at date of
such termination), up to a maximum amount of DM 570,000 which
was approximately $345,232 as of December 31, 1993). Mr.
Sandfort's responsibilities include his position as Chief
Executive Officer of LSI Logic Europe plc and as Executive
Vice President, Geographic Markets for the Company.
Stock Option Grants and Exercises
The following tables set forth the stock options granted
to the named executive officers under the Company's stock
option plans and the options exercised by such named executive
officers during the fiscal year ended January 2, 1994.
The Option/SAR Grant Table sets forth hypothetical gains
or "option spreads" for the options at the end of their
respective ten-year terms, as calculated in accordance with
the rules of the Securities and Exchange Commission. Each
gain is based on an arbitrarily assumed annualized rate of
compound appreciation of the market price at the date of grant
of 5% and 10% from the date the option was granted to the end
of the option term. Actual gains, if any, on option exercises
are dependent on the future performance of the Company's Common
Stock and overall market conditions.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR<F1>
LSI Logic Corporation 1991 Equity Incentive Plan
INDIVIDUAL GRANTS
NAME OPTIONS/ PERCENT EXERCISE EXPIRATION
SARS OF TOTAL OR BASE DATE
GRANTED OPTIONS/ PRICE
TO SARS ($/SHARE)
EMPLOYEES GRANTED
(#) IN FISCAL
YEAR
<S> <C> <C> <C> <C>
Wilfred J. Corrigan 125,000 9.6% $11 02/12/03
Horst G. Sandfort 50,000 3.8% $11 02/12/03
Brian L. Halla 50,000 3.8% $11 02/12/03
Cyril F. Hannon 50,000 3.8% $11 02/12/03
Albert A. Pimentel 15,000 1.2% $11 02/12/03
<FN>
<F1> The Company has not granted any stock appreciation rights.
<CAPTION>
POTENTIAL REALIZABLE VALUE
ASSUMED ANNUAL RATES OF STOCK APPRECIATION
FOR OPTION TERM
NAME 5% 10%
<S> <C> <C>
Wilfred J. Corrigan $866,250 $2,186,250
Horst G. Sandfort $346,500 $ 874,500
Brian L. Halla $346,500 $ 874,500
Cyril F. Hannon $346,500 $ 874,500
Albert A. Pimentel $252,450 $ 410,850
</TABLE>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR <F1>
LSI Logic Corporation of Canada, Inc. 1985
Stock Option Plan <F2>
<CAPTION>
NAME OPTIONS/ PERCENT EXERCISE EXPIRATION
SARS OF TOTAL OR BASE DATE
GRANTED OPTIONS/ PRICE
TO SARS ($/SHARE)
EMPLOYEES GRANTED
(#) IN FISCAL
YEAR
<S> <C> <C> <C> <C>
Wilfred J. Corrigan 0 0 0 N/A
Horst G. Sandfort 20,000 6.6% CDN $1.85 01/21/98
Brian L. Halla 0 0 0 N/A
Cyril F. Hannon 0 0 0 N/A
Albert A. Pimentel 0 0 0 N/A
<FN>
<F1> LSI Logic Corporation of Canada, Inc. has not granted
any stock appreciation rights.
<F2> The LSI Logic Corporation of Canada, Inc. 1985 Stock
Plan is administered out of the Company's Canadian
affiliate.
<F3> Currency is denominated in Canadian dollars.
<CAPTION>
POTENTIAL REALIZABLE VALUE
ASSUMED ANNUAL RATES OF STOCK APPRECIATION
FOR OPTION TERM
NAME 5% 10%
<S> <C> <C>
Wilfred J. Corrigan 0 0
Horst G. Sandfort CDN$23,400<F3> CDN$58,800<F3>
Brian L. Halla 0 0
Cyril F. Hannon 0 0
Albert A. Pimentel 0 0
<FN>
<F3> Currency is denominated in Canadian dollars.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
YEAR-END VALUES <F1>
LSI Logic Corporation 1991 Equity Incentive Plan
<CAPTION>
NAME NUMBER OF SHARES
ACQUIRED ON VALUE
EXERCISE REALIZED
<S> <C> <C>
Wilfred J. Corrigan 0 0
Horst G. Sandfort 72,500 $506,875
Brian L. Halla 50,000 $477,500
Cyril F. Hannon 70,000 $773,325
Albert A. Pimentel 22,100 $287,300
<FN>
<F1> The Company has not granted any stock appreciation rights.
<CAPTION>
NAME TOTAL NUMBER OF UNEXERCISED OPTIONS
HELD AT FISCAL YEAR END
EXERCISABLE UNEXERCISABLE
<S> <C> <C>
Wilfred J. Corrigan 75,000 150,000
Horst G. Sandfort 10,000 130,000
Brian L. Halla 93,750 121,250
Cyril F. Hannon 157,500 85,000
Albert A. Pimentel 9,150 108,750
<CAPTION>
NAME TOTAL VALUE OF UNEXERCISED, IN-THE-MONEY
OPTIONS HELD AT FISCAL YEAR END
EXERCISABLE<F2> UNEXERCISABLE
<S> <C> <C>
Wilfred J. Corrigan $582,188 $803,438
Horst G. Sandfort $ 83,438 $937,500
Brian L. Halla $808,750 $831,250
Cyril F. Hannon $1,381,562 $503,125
Albert A. Pimentel $ 94,931 $1,045,781
<FN>
<F2> Total value of vested options based on fair market value
of the Company's Common Stock of $15.875 per share as of
December 31, 1993.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END VALUES <F1>
LSI Logic Corporation 1985 Nonqualified Stock Plan for
LSI Logic Corporation of Canada, Inc.
<CAPTION>
NAME NUMBER OF SHARES
ACQUIRED ON VALUE
EXERCISE REALIZED
<S> <C> <C>
Wilfred J. Corrigan 0 0
Horst G. Sandfort 0 0
Brian L. Halla 0 0
Cyril F. Hannon 40,000 CDN$57,000<F3>
Albert A. Pimentel 0 0
<FN>
<F1> The Company has not granted any stock appreciation rights.
<F2> Total value of vested options based on fair market value
of LSI Logic Corporation of Canada, Inc. common stock on
the Toronto Stock Exchange of CDN$4.15 per share as of
December 31, 1993.
<F3> Currency is denominated in Canadian dollars.
<CAPTION>
NAME TOTAL NUMBER OF UNEXERCISED OPTIONS
HELD AT FISCAL YEAR END
EXERCISABLE UNEXERCISABLE
<S> <C> <C>
Wilfred J. Corrigan 0 0
Horst G. Sandfort 0 0
Brian L. Halla 25,000 0
Cyril F. Hannon 0 0
Albert A. Pimentel 0 0
<CAPTION>
NAME TOTAL VALUE OF UNEXERCISED, IN-THE-MONEY
OPTIONS HELD AT FISCAL YEAR END
EXERCISABLE<F2> UNEXERCISABLE
<S> <C> <C>
Wilfred J. Corrigan 0 0
Horst G. Sandfort 0 0
Brian L. Halla CDN$81,000<F3> 0
Cyril F. Hannon 0 0
Albert A. Pimentel 0 0
<FN>
<F2> Total value of vested options based on fair market value of
LSI Logic Corporation of Canada, Inc. common stock on the
Toronto Stock Exchange of CDN$4.15 per share as of
December 31, 1993.
<F3> Currency is denominated in Canadian dollars.
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview and Philosophy
The Compensation Committee (the "Committee") of the Board
of Directors establishes the overall executive compensation
strategies of the Company and approves compensation elements
for the Chief Executive Officer and other executive officers.
The Committee periodically reviews its approach to executive
compensation.
The Committee is comprised of all of the independent,
non-employee members the board of directors (4), none of whom
have interlocking relationships as defined by the Securities
and Exchange Commission. The Committee has available to it
such external compensation advice and data as the Committee
deems appropriate to obtain.
The compensation philosophy of the Committee is to
provide a comprehensive compensation package for each executive
officer that is well suited to support accomplishment of the
Company's business strategies, objectives and initiatives.
The Company's overall financial performance is and has been a
factor considered by the compensation Committee in determining
executive compensation levels.
Executive Officer Compensation
The Committee's approach is based upon a belief that a
substantial portion of aggregate annual compensation for
executive officers should be contingent upon the Company's
performance and an individual's contribution to the Company's
success. In addition, the Committee strives to align the
interests of the Company's executive officers with the
long-term interests of shareholders through stock option
grants that can result in ownership of the Company's Common
Stock. The Committee endeavors to structure each executive
officer's overall compensation package to be consistent
with this approach and to enable the Company to attract,
retain and reward personnel who contribute to the success of
the Company.
The Company's compensation program for executive officers
is based on the following guidelines:
* Establishment of salary levels and participation in
generally available employee benefit programs based
on competitive compensation package practices.
* Utilization of a performance-based, cash incentive
plan.
* Inclusion of equity opportunities that create long
term incentives based upon increases in shareholder
return.
For 1993 the Committee approved a cash incentive plan that
provided for bonus awards to the executive officers and other
members of senior management. The plan established a minimum
level of operating income to be achieved by the Company for the
year before any payments would be made and provided for upward
adjustments in awards if the minimum operating income target
was exceeded. In addition, except as to his own eligibility
or award under the plan, bonus awards to other executive
officers were determined pursuant to the CEO's judgment of such
other officers' relative contributions to the Company's
performance. The Company also established and applied an
aggregate budget for all awards to be made under the plan. The
Committee received recommendations from the CEO, and based
thereon, approved awards under the plan to each of the
executive officers. During 1993 the Committee also approved a
budget for increases in executive officers' base salary
levels, which were then made pursuant to the judgment and
discretion of the chief executive officer.
Chief Executive Officer Compensation
Mr. Corrigan has been CEO of the Company since its
founding in 1980. His base salary prior to the beginning of
fiscal 1993 was $500,000, which was increased to $550,000
during 1993, based upon reference to external competitive pay
practices, the above described compensation approach to
executive officers and an independent assessment of Mr.
Corrigan's performance by this Committee. The Committee also
awarded Mr. Corrigan a cash bonus in the amount of $400,000
based upon its evaluation of Mr. Corrigan's performance under
the provisions of the incentive plan applicable to the other
executive officers. Competitive pay practice data evaluated by
the Committee was derived from an information base comprising a
group of other technology companies, many of which are included
in the Hambrecht & Quist Technology Index, as compiled by an
externally generated information source.
The Committee also approved grants to Mr. Corrigan of
125,000 stock options in 1993, under the terms of the Company's
1991 Equity Incentive Plan. The stock option grants were based
upon an assessment by this Committee of Mr. Corrigan's expected
contribution to the Company and a desire to provide an
appropriate incentive therefor. The Committee believes Mr.
Corrigan has managed the Company well, and has achieved
distinguished results, including in terms of revenue, gross
margin, operating income and net income growth.
MEMBERS OF THE COMPENSATION COMMITTEE
February 11, 1994 James H. Keyes
T.Z. Chu
Malcolm R. Currie
R. Douglas Norby
Compensation Committee Interlocks and Insider Participation
None.
PERFORMANCE GRAPH
The stock price performance shown on the graph following
is not necessarily indicative of future price performance.
Comparison of Five Year Cumulative Total Return
Among LSI Logic Corporation*, S&P 500 Index
and Hambrecht & Quist Technology Index
[Description of Stock Performance Graph - The Stock Performance
Graph assumes $100 invested on December 31, 1988. The X-axis
of the graph denotes the years 1988, 1989, 1990, 1991, 1992 and
1993. The Y-axis denotes dollar amounts of $50, $100, $150,
$200 and $250. Each of the graphs begins at 1988 at the $100
point. The performance of the Company is depicted by
connecting graph points at $100 for 1988, $66 for 1989, $58
for 1990, $76 for 1991, $100 for 1992 and $148 for 1993. The
performance of the S&P 500 is depicted by connecting graph
points at $100 for 1988, $132 for 1989, $128 for 1990, $166 for
1991, $179 for 1992, $197 for 1993. The performance of
Hambrecht & Quist Technology Index is depicted by connecting
graph points at $100 for 1988, $108 for 1989, $99 for 1990,
$147 for 1991, $169 for 1992 and $184 for 1993.]
*The Company operates on a 52/53 week fiscal year which
ends on the Sunday closest to the December 31. Accordingly,
the Company's last trading day of its fiscal year may vary.
For consistent presentation and comparison to the industry
indices shown herein, the Company has calculated its stock
performance graph assuming a December 31 year end.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Principal Stockholders
As of March 9, 1994, the following persons were known to the
Company to be beneficial owners of more than 5% of the Company's
Common Stock:
<TABLE>
<CAPTION
NAME AND ADDRESS NUMBER OF PERCENTAGE
SHARES OWNED OF TOTAL
<S> <C> <C>
The Capital Group,Inc.<FN1> 2,551,800 5.09%
333 Hope Street
Los Angeles, CA 90071
Trimark Investment
Management, Inc.<F2> 3,586,600 7.15%
One First Canadian Place
Suite 5600, P.O. Box 487
Toronto, Ontario
Canada M5X 1E5
FMR Corp.<F3> 5,505,570 11%
82 Devonshire Street
Boston, MA 02109-3614
Wilfred J. Corrigan<F4> 3,708,726 7.4%
1551 McCarthy Blvd.
Milpitas, CA 95035
_______________
<FN>
<F1> Information obtained from a Schedule 13G filed with the
Securities and Exchange Commission and dated February 11,
1994. The Capital Group, Inc. does not own any shares of
the Common Stock of the Company directly, instead the
shares of Common Stock reported on Schedule 13G are owned
by accounts under its discretionary investment management
authority. Capital Research and Management Group is an
operating subsidiary of The Capital Group, Inc. and files
a joint statement with The Capital Group, Inc. on Schedule
13G in connection with its ownership of the Common Stock
of the Company.
<F2> Information obtained from a Schedule 13G filed with the
Securities and Exchange Commission and dated February 10,
1994. Trimark Investment Management, Inc. is considered
the beneficial owner as a result of its position as
manager and sole trustee of the funds which own the shares
of Common Stock of the Company.
<F3> Information obtained from a Schedule 13G filed with the
Securities and Exchange Commission and dated February 11,
1994. FMR Corp. is considered the beneficial owner of
shares of Common Stock of the Company as a result of its
control of Fidelity Research and Management Company.
Fidelity Research and Management Company, a wholly-owned
subsidiary of FMR Corp. and files a joint statement with FMR
Corp. on Schedule 13G. Fidelity Research and Management
Company acts as an investment advisor to several companies
which own shares of Common Stock of the Company.
<F4> Includes 106,250 shares, options for which are presently
exercisable or will become exercisable within 60 days of
March 9, 1994.
_____________
</TABLE>
Security Ownership of Management
The following table sets forth the beneficial ownership of
Common Stock of the Company as of March 9, 1994 (the most
recent practicable date) by all directors and nominees (naming
them), each of the named executive officers set forth in the
Summary Compensation Table and by all directors and current
executive officers as a group:
<TABLE>
<CAPTION>
NAME APPROXIMATE
AMOUNT PERCENTAGE
OWNED OWNED
<S> <C> <C>
Wilfred J. Corrigan <F1> 3,708,726 7.4%
T.Z. Chu <F2> 8,500 *
Malcolm R. Currie <F3> 37,850 *
James H. Keyes <F4> 28,250 *
R. Douglas Norby 11,000 *
Horst G. Sandfort <F5> 36,453 *
Brian L. Halla <F6> 145,985 *
Cyril F. Hannon <F7> 196,508 *
Albert A. Pimentel <F8> 17,096 *
All directors and executive officers as
a group (12 persons) <F9> 4,334,699 8.6%
__________________
* Less than 1%.
<FN>
<F1> Includes 106,250 shares, options for which are presently
exercisable or will become exercisable within 60 days of March
9, 1994.
<F2> Includes 7,500 shares, options for which are presently
exercisable or will become exercisable within 60 days of March
9, 1994.
<F3> Includes 3,750 shares, options for which are presently
exercisable or will become exercisable within 60 days of March
9, 1994.
<F4> Includes 15,000 shares, options for which are presently
exercisable or will become exercisable within 60 days of March
9, 1994.
<F5> Includes 23,750 shares, options for which are presently
exercisable or will become exercisable within 60 days of March
9, 1994. Excludes options to purchase 5000 shares of the
common stock of LSI Logic Corporation of Canada, Inc., a 55%
owned affiliate of the Company.
<F6> Includes 130,000 shares, options for which are presently
exercisable or will become exercisable within 60 days of March
9, 1994. Excludes options to purchase 25,000 shares of the
common stock of LSI Logic Corporation of Canada, Inc., a 55%
owned affiliate of the Company.
<F7> Includes 178,750 shares, options for which are presently
exercisable or will become exercisable within 60 days of March
9, 1994. Excludes ownership by Mr. Hannon of 20,000 shares
(.16%) of the common stock of LSI Logic K.K., a 64% owned
affiliate of the Company.
<F8> Includes 12,900 shares, options for which are presently
exercisable or will become exercisable within 60 days of March
9, 1994.
<F9> Includes 595,650 shares, options for which are presently
exercisable or will become exercisable within 60 days of March
9, 1994. Excludes options to purchase 65,000 shares of the
common stock of LSI Logic Corporation of Canada, Inc., a 55%
owned affiliate of the Company. Excludes ownership by all
directors and executive officers as a group of 20,000 shares
(.16%) of the common stock of LSI Logic K.K., a 64% owned
affiliate of the Company.
Item 13. Certain Relationships and Related Transactions
In January 1992, the Company loaned to James S. Koford, a
former executive officer of the Company, the amount of $350,000
pursuant to an unsecured promissory note, with an annual interest
rate of 8%. This loan was made in order for Mr. Koford to meet
personal financial commitments. In April 1992, the Company
loaned to Mr. Koford $14,900 for personal financial commitments with
interest at 8% per year. The loan was due and payable May 11,
1992. The note was not repaid and interest on that note accrued
through August 31, 1992. On September 1, 1992, additional funds
of $60,000 were loaned to Mr. Koford and such amount plus all
indebtedness under the two promissory notes, including accrued
interest, was consolidated into a new promissory note in the
amount of $435,850 with interest at 8%. In November, 1993 Mr. Koford
repaid principal in the amount of $50,000. Effective December 1,
1993, the unpaid principal and accrued interest was consolidated
into a new promissory note in the amount of $394,567.01 with
interest at an annual rate of 8%. Principal and interest
payments of $47,891.35, $47,091.35 and $46,291.35 are due February 28,
1994, May 31, 1994, and August 31, 1994 respectively with the balance
of principal and accrued unpaid interest due and payable November
30, 1994. The largest aggregate amount outstanding at any time
during 1993 attributable to loans to Mr. Koford was $397,602 and, as of
March 9, 1994, Mr. Koford's aggregate amount outstanding on such
loan was approximately $355,000. The note is immediately due and
payable should Mr. Koford's employment with the Company terminate
for any reason.
In March 1991, the Company loaned to Lewis C. Wallbridge, an
executive officer of the Company, $79,775.97, with interest at
10% per year, pursuant to an unsecured promissory note, in order to
assist Mr. Wallbridge in meeting personal financial commitments.
Additional funds of $12,128.21 were loaned to Mr. Wallbridge in
March 1992 and such amount plus all indebtedness under the note
including accrued interest was consolidated into a new promissory
note in the amount of $100,000 in order for Mr. Wallbridge. The
note bore interest at 8% and was due and payable within one year
after the date of loan. The largest aggregate amount outstanding
at any time during 1993 attributable to the loan to Mr. Wallbridge
was $107,713.80 and was repaid in its entirety March 15, 1993.
In May 1991, LSI Logic GmbH, a wholly-owned subsidiary of
LSI Logic Europe plc, a 97% owned subsidiary of the Company, loaned
to Horst G. Sandfort, an executive officer of the Company DM 600,000.
The loan bears interest at the applicable Lombard rate in the
Federal Republic of Germany which has averaged approximately 8%
since 1991. Principal plus accrued interest is due and payable
May 7, 1995 unless Mr. Sandfort ceases to be employed by the Company
or LSI Logic GmbH in which case the loan plus accrued interest is
due and payable immediately. The largest aggregate amount
outstanding at any time during 1993 was approximately DM 727,385 which as of
January 2, 1994 was approximately U.S. $426,000 and as of March 9, 1994
Mr. Sandfort's aggregate amount outstanding on the loan was
approximately DM 735,692 which as of such date was approximately
U.S. $436,000.
In April 1993, Mr. Sandfort was loaned $150,000 pursuant to
an unsecured promissory note to cover all costs associated with his
relocation from Germany to the United States. The note bears
interest at 8% per year and is due April 18, 1996. Principal and
accrued interest will be forgiven in equal amounts on the last
day of each of the 12th month, 24th month and 36th month. The
largest aggregate amount outstanding at any time during 1993 attributable
to the loan to Mr. Sandfort was $158,077 and as of March 9, 1994
Mr. Sandfort's aggregate amount outstanding on the loan was
approximately $160,385.
On April 10, 1992, Robert N. Blair resigned his position as
an executive officer of the Company. Pursuant to the terms of a
Separation Agreement, Mr. Blair acted as a consultant to the
Company at a rate of $1,000 per month through May 5, 1993.
Options previously granted to him continued to vest through May 5, 1993.
On July 3, 1992, George D. Wells resigned his position as an
executive officer of the Company. Pursuant to the terms of a
Separation Agreement, Mr. Wells acted as a consultant to the
Company through December 31, 1993 at a rate of $1,000 per month.
Options previously granted to him vested as of the effective date
of the Separation Agreement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
LSI LOGIC CORPORATION
By: /s/ WILFRED J. CORRIGAN
Wilfred J. Corrigan, Chairman
and Chief Executive Officer
Dated: March 14, 1994
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Wilfred J.
Corrigan and David E. Sanders, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments to this Report on
Form 10-K, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates
indicated.
Signature Title Date
/s/Wilfred J. Corrigan Chairman of the Board and
(Wilfred J. Corrigan) Chief Executive Officer
(Principal Executive
Officer) March 14, 1994
/s/Albert A. Pimentel Senior Vice President,
(Albert A. Pimentel) Finance and Chief Financial
Officer (Principal
Financial Officer and Principal
Accounting Officer) March 14, 1994
/s/T.Z. Chu Director March 14, 1994
(T.Z. Chu)
/s/Malcolm R. Currie Director March 14, 1994
(Malcolm R. Currie)
/s/James H. Keyes Director March 14, 1994
(James H. Keyes)
/s/R. Douglas Norby Director March 14, 1994
(R. Douglas Norby)
</TABLE>
