As filed with the Securities and Exchange Commission on June 2,
1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
LSI LOGIC CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-2712976
(State of Incorporation) (I.R.S.
Employer Identification No.)
1551 McCarthy Boulevard
Milpitas, California 95035
(Address of Principal Executive Offices)
1995 DIRECTOR OPTION PLAN
(Full title of the Plan)
David E. Sanders
Vice President, General Counsel
LSI LOGIC CORPORATION
1551 McCarthy Boulevard, Milpitas, California 95035
(408) 433-8000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Offering Maximum Amount of
to be to be Price Per Unit* Offering Registration
Registered Registered Price* Fee
Common 250,000 $69.13 $17,282,500 $5,960.00
Stock shares
*Estimated in accordance with Rule 457(c) for the purpose of
calculating the registration fee on the basis of $69.13 per
share, which was the average of the high and low prices of the
Common Stock on the New York Stock Exchange, Inc. on June 1,
1995.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1995 filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's definitive proxy statement dated
March 27, 1995, in connection with the Company's Annual Meeting
of Stockholders held May 12, 1995 filed pursuant to Section 14,
of the 1934 Act;
(c) The Company's Quarterly Report on Form 10-Q for
the quarter ended April 2, 1995 filed pursuant to Section 13 of
the 1934 Act;
(d) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A
filed on August 29, 1989, pursuant to Section 12(b) of the 1934
Act;
(e) The description of the Company's Preferred Share
Purchase Rights contained in the Company's Registration Statement
on Form 8-A filed on November 21, 1988, pursuant to Section 12(g)
of the 1934 Act.
All documents filed by the Company pursuant to Sections
13(a) and (c), 14 and 15(d) of the 1934 Act on or 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 such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
authorizes a court to award, or a corporation's Board of
Directors to grant, indemnity to directors and officers in terms
sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933.
Section 11 of the Certificate of Incorporation and Article VI of
the Bylaws of the Company provide for indemnification of certain
agents to the maximum extent permitted by the Delaware General
Corporation Law. Persons covered by these indemnification
provisions include current and former directors, officers,
employees and other agents of the Company, as well as persons,
who serve at the request of the Company as directors, officers,
employees or agents of another enterprise. In addition,
the Company has entered into indemnification agreements with its
directors and officers pursuant to which the Company has agreed
to indemnify such individuals and to advance expenses incurred
in defending any action or proceeding to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
3.1 Restated Certificate of Incorporation of the Company
filed May 4, 1987 as amended May 12, 1995.
4.1 1995 Director Option Plan
4.2 Stockholder Rights Plan dated November 16, 1988.
5.1 Opinion of Counsel as to legality of securities being
registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6).
__________________________
(2) Incorporated by reference to exhibits filed with the
Company's Form 8-A filed on November 21, 1988.
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 to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement of any material change to such
information in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the Delaware General Corporation Law, the By-Law provisions,
Section 11 of the Certificate of Incorporation of the registrant
and the indemnification agreements described above in Item 6, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
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 hereunder, 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 of 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, LSI Logic Corporation, a corporation organized
and existing under the laws of the State of Delaware, certifies
that it has reasonable ground 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 Milpitas,
State of California, on this 1st day of June , 1995.
LSI LOGIC CORPORATION
By: /s/ Albert A. Pimentel
Albert A. Pimentel
Senior Vice President, Finance
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Wilfred J.
Corrigan and Albert A. Pimentel, 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
Registration Statement, 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 Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Wilfred J. Corrigan Chief Executive Officer and
(Wilfred J. Corrigan) Chairman of the Board of
Directors (Principal
Executive Officer) June 1, 1995
/s/ Albert A. Pimentel Senior Vice President,
(Albert A. Pimentel) Finance and Chief Financial
Officer (Principal Financial
and Accounting Officer) June 1, 1995
/s/ T.Z. Chu Director June 1, 1995
(T.Z. Chu)
/s/ Malcolm R. Currie Director June 1, 1995
(Malcolm R. Currie)
/s/ James H. Keyes Director June 1, 1995
(James H. Keyes)
/s/ R. Douglas Norby Director June 1, 1995
(R. Douglas Norby)
EXHIBIT INDEX
Exhibit
Number Description
3.1 Restated Certificate of Incorporation filed
May 4, 1987 as amended May 12, 1995
4.1 1995 Director Option Plan
5.1 Opinion of Counsel as to legality of
securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of Counsel
24.1 Power of Attorney
Exhibit 3.1
Restated Certificate of Incorporation
of
LSI Logic Corporation
(Originally incorporated on December 5, 1986)
1. The name of the corporation is LSI Logic Corporation (the
"Corporation").
2. The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, zip code
19801. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the
General Corporation Law of Delaware.
4. (a) This corporation is authorized to issue two classes of
shares, designated "Common Stock" and "Preferred Stock." The
total number of shares which this corporation shall have
authority to issue is Seventy-Five Million Five Hundred Thousand
(75,500,000), of which Seventy-Three Million Five Hundred
Thousand (73,500,000) shall be Common Stock with a par value of
$.01 per share and Two Million (2,000,000) shall be Preferred
Stock with a par value of $.01 per share.
(b) The Shares of Preferred Stock may be issued from time
to time in one or more series. The Board of Directors is
authorized, subject to limitations prescribed by law and
the provisions of this Article 4, to provide for the issuance of
the Shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to
be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
(i) The number of shares constituting that series and
the distinctive designation of that series;
(ii) The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so, from which
date or dates, and the relative rights of priority, if any,
of payment of dividends on shares of that series;
(iii) Whether that series shall have voting rights,
in addition to the voting rights provided by law, and, if so, the
terms of such voting rights;
(iv) Whether that series shall have conversion
privileges, and, if so, the terms and conditions of such
conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors shall
determine;
(v) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after
which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different
conditions and at different redemption dates;
(vi) Whether that series shall have a sinking fund for
the redemption or purchase of shares of that series, and, if so,
the terms and amount of such sinking fund;
(vii) The rights of the shares of that series in
the event of voluntary or involuntary liquidation, dissolution or
winding up of the corporation, and the relative rights
of priority, if any, of payment of shares of that series;
(viii) Any other relative or participating rights,
preferences and limitations of that series.
5. The name and address of the incorporator are as follows:
Judith M. O'Brien
Wilson, Sonsini, Goodrich & Rosati
Two Palo Square, Suite 900
Palo Alto, CA 94306
6. The Corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to
make, alter, amend or repeal the By-Laws of the Corporation.
8. The number of directors which will constitute the whole
Board of Directors of the Corporation shall be as specified in
the By-Laws of the Corporation.
9. At all elections of directors of the Corporation, each
holder of stock or of any class or classes or of a series or
series thereof shall be entitled to as many votes as shall equal
the number of votes which (except for this provision as to
cumulative voting) he would be entitled to cast for the election
of directors with respect to his shares of stock multiplied by
the number of directors to be elected, and he may cast all of
such votes for a single candidate or may distribute them among
the number to be elected, or for any two or more of them as he
may see fit.
10. Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the
Corporation may be kept (subject to any provision contained in
the statutes) outside the State of Delaware at such place or
places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation.
11. To the fullest extent permitted by the Delaware General
Corporation Law, a director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
Neither any amendment nor repeal of this Article 11, shall
eliminate or reduce the effect of this Article 11 in respect of
any matter occurring, or any cause of action, suit or claim that,
but for this Article 11, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
12. Elections for directors need not be by ballot unless a
stockholder demands election by ballot at the meeting and before
the voting begins or unless the By-Laws so require.
13. The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
I, THE UNDERSIGNED, this 1 day of May, 1987, being the sole
incorporator of LSI Logic Corporation, do hereby certify that the
Corporation has not received any payment for its stock and that
this Restated Certificate of Incorporation has been adopted in
accordance with the provisions of Section 241 and 245 of the
General Corporation Law of the State of Delaware.
/s/ Judith M. O'Brien
Judith M. O'Brien
CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
LSI LOGIC CORPORATION
LSI Logic Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST. That at a meeting of the Board of Directors of the
Corporation resolutions were duly adopted setting forth a
proposed amendment to the Restated Certificate of Incorporation
declaring said amendment to be advisable and calling for the
submission of the matter to the stockholders of the Corporation
for consideration and approval. Pursuant to such resolution the
first paragraph of Article 4 of the Company's Restated
Certificate of Incorporation was amended in its entirety to
provide as follows:
"This corporation is authorized to issue two classes of
shares designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares which this corporation shall
have authority to issue is Two Hundred Fifty-Two Million
(252,000,000) of which Two Hundred Fifty Million (250,000,000)
shall be Common Stock with a par value of $.01 per share and Two
Million (2,000,000) shall be Preferred Stock with a par value of
$.01 per share."
SECOND. That thereafter, pursuant to the resolution of its
Board of Directors, the resolution was duly approved by the
required vote of stockholders in accordance with Section 242 of
the Delaware Corporations Code.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by Wilfred J. Corrigan, its Chief
Executive Officer, and attested by David E. Sanders, its
Secretary, this 12th day of May, 1995.
LSI LOGIC CORPORATION
/s/ Wilfred J. Corrigan
Wilfred J. Corrigan
Chief Executive Officer
Attested:
/s/ David E. Sanders
David E. Sanders, Secretary
Exhibit 4.1
LSI LOGIC CORPORATION
1995 DIRECTOR OPTION PLAN
1. Purposes of the Plan. The purposes of this 1995
Director Option Plan are to attract and retain the best available
personnel for service as Outside Directors (as defined herein) of
the Company, to provide additional incentive to the Outside
Directors of the Company to serve as Directors, and to encourage
their continued service on the Board. The Plan, once approved by
stockholders, will replace the 1986 Directors' Stock Option
Plan.
All options granted hereunder shall be nonstatutory
stock options.
2. Definitions. As used herein, the following definitions
shall apply:
(a) "Board" means the Board of Directors of the
Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Common Stock" means the Common Stock of the
Company.
(d) "Company" means LSI Logic Corporation, a Delaware
corporation.
(e) "Continuous Status as a Director" means the
absence of any interruption or termination of service as a
Director.
(f) "Director" means a member of the Board.
(g) "Employee" means any person, including officers
and Directors, employed by the Company or any Parent or
Subsidiary of the Company. The payment of a Director's fee by
the Company shall not be sufficient in and of itself to
constitute "employment" by the Company.
(h) "Effective Date" means June 1, 1995, with
stockholder approval.
(i) "Exchange Act" means the Securities Exchange Act
of 1934, as amended.
(j) "Fair Market Value" means, as of any date, the
value of Common Stock determined as follows:
(i) If the Common Stock is listed on any
established stock exchange or a national market system, including
without limitation the New York Stock Exchange, the Fair Market
Value of a Share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange
with the greatest volume of trading in Common Stock) on the day
of determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable;
(ii) If the Common Stock is quoted on the NASDAQ
System (but not on the National Market thereof) or regularly
quoted by a recognized securities dealer but selling prices are
not reported, the Fair Market Value of a Share of Common Stock
shall be the mean between the high bid and low asked prices for
the Common Stock on the day of determination, as reported in The
Wall Street Journal or such other source as the Board deems
reliable, or;
(iii) In the absence of an established market
for the Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Board.
(k) "Option" means a stock option granted pursuant to
the Plan.
(l) "Optioned Stock" means the Common Stock subject to
an Option.
(m) "Optionee" means an Outside Director who receives
an Option.
(n) "Outside Director" means a Director who is not an
Employee.
(o) "Parent" means a "parent corporation," whether now
or hereafter existing, as defined in Section 424(e) of the Code.
(p) "Plan" means this 1995 Director Option Plan.
(q) "Share" means a share of the Common Stock, as
adjusted in accordance with Section 10 of the Plan.
(r) "Subsidiary" means a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 424(f)
of the Internal Revenue Code of 1986.
3. Stock Subject to the Plan. Subject to the provisions
of Section 10 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is 250,000 Shares
of Common Stock (the "Pool"). The Shares may be authorized, but
unissued, or reacquired Common Stock.
If an Option expires or becomes unexercisable without
having been exercised in full, the unpurchased Shares which were
subject thereto shall become available for future grant or sale
under the Plan (unless the Plan has terminated); provided,
however, that Shares that have actually been issued under the
Plan shall not be returned to the Plan and shall not become
available for future distribution under the Plan.
4. Administration and Grants of Options under the Plan.
(a) Procedure for Grants. The provisions set forth in
this Section 4(a) shall not be amended more than once every six
months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended,
or the rules thereunder. All grants of Options to Outside
Directors under this Plan shall be automatic and nondiscretionary
and shall be made strictly in accordance with the following
provisions:
(i) No person shall have any discretion to select
which Outside Directors shall be granted Options or to determine
the number of Shares to be covered by Options granted to Outside
Directors.
(ii) Each Outside Director shall be automatically
granted an Option to purchase 15,000 Shares (the "First Option")
on the date on which he or she first becomes an Outside Director,
whether through election by the stockholders of the Company or
appointment by the Board to fill a vacancy. However, no First
Option shall be granted to an Outside Director who was an Outside
Director immediately prior to the effective date of this Plan or
who, immediately prior to becoming an Outside Director, was
a Director.
(iii) Each Outside Director shall
automatically be granted an Option to purchase 7,500 Shares (a
"Subsequent Option") on April 1 of each year, if on such date
he or she shall have served on the Board for at least six (6)
months.
(iv) Notwithstanding the provisions of
subsections (ii) and (iii) hereof, any exercise of an Option made
before the Company has obtained stockholder approval of the Plan
in accordance with Section 16 hereof shall be conditioned upon
obtaining such stockholder approval of the Plan in accordance
with Section 16 hereof.
(v) The terms of a First Option granted
hereunder shall be as follows:
(A) the term of the First Option shall be
ten (10) years.
(B) the First Option shall be exercisable
only while the Outside Director remains a Director of the
Company, except as set forth in Section 8 hereof.
(C) the exercise price per Share shall be
the Fair Market Value per Share on the date of grant of the First
Option. In the event that the date of grant of the First Option
is not a trading day, the exercise price per Share shall be the
Fair Market Value on the next trading day immediately following
the date of grant of the First Option.
(D) the First Option shall become
exercisable as to twenty- five percent (25%) of the Shares
subject to the First Option on each anniversary of its date
of grant, provided that the Optionee continues to serve as a
Director on such dates.
(vi) The terms of a Subsequent Option granted
hereunder shall be as follows:
(A) the term of the Subsequent Option shall
be ten (10) years.
(B) the Subsequent Option shall be
exercisable only while the Outside Director remains a Director of
the Company, except as set forth in Section 8 hereof.
(C) the exercise price per Share shall be
the Fair Market Value per Share on the date of grant of the
Subsequent Option. In the event that the date of grant of the
Subsequent Option is not a trading day, the exercise price per
Share shall be the Fair Market Value on the next trading day
immediately following the date of grant of the Subsequent Option.
(D) the Subsequent Option shall become
exercisable as to twenty-five percent (25%) of the Shares subject
to the Subsequent Option on each anniversary of its date of
grant, provided that the Optionee continues to serve as a
Director on such dates.
(vii) In the event that any Option granted
under the Plan would cause the number of Shares subject to
outstanding Options plus the number of Shares previously
purchased under Options to exceed the Pool, then the remaining
Shares available for Option grant shall be granted under Options
to the Outside Directors on a pro rata basis. No further grants
shall be made until such time, if any, as additional Shares
become available for grant under the Plan through action of the
Board or the stockholders to increase the number of Shares which
may be issued under the Plan or through cancellation or
expiration of Options previously granted hereunder.
5. Eligibility. Options may be granted only to Outside
Directors. All Options shall be automatically granted in
accordance with the terms set forth in Section 4 hereof.
An Outside Director who has been granted an Option may, if he or
she is otherwise eligible, be granted an additional Option or
Options in accordance with such provisions.
The Plan shall not confer upon any Optionee any right
with respect to continuation of service as a Director or
nomination to serve as a Director, nor shall it interfere in any
way with any rights which the Director or the Company may have to
terminate his or her directorship at any time.
6. Term of Plan. Upon approval by the stockholders of the
Company, the Plan shall become effective upon the Effective Date.
It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 11 of the Plan.
7. Form of Consideration. The consideration to be paid
for the Shares to be issued upon exercise of an Option, including
the method of payment, shall consist of (i) cash, (ii) check,
(iii) other shares which (x) in the case of Shares acquired upon
exercise of an Option, have been owned by the Optionee for more
than six (6) months on the date of surrender, and (y) have a Fair
Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be
exercised, (iv) delivery of a properly executed exercise notice
together with such other documentation as the Company and the
broker, if applicable, shall require to effect an exercise of the
Option and delivery to the Company of the sale or loan proceeds
required to pay the exercise price, or (v) any combination of the
foregoing methods of payment.
8. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder.
Any Option granted hereunder shall be exercisable at such times
as are set forth in Section 4 hereof; provided, however, that no
Options shall be exercisable until stockholder approval of the
Plan in accordance with Section 16 hereof has been obtained.
An Option may not be exercised for a fraction of a
Share.
An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in
accordance with the terms of the Option by the person entitled to
exercise the Option and full payment for the Shares with respect
to which the Option is exercised has been received by the
Company. Full payment may consist of any consideration and
method of payment allowable under Section 7 of the Plan. Until
the issuance (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. A share
certificate for the number of Shares so acquired shall be issued
to the Optionee as soon as practicable after exercise of the
Option. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 10 of
the Plan.
Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be
available, both for purposes of the Plan and for sale
under the Option, by the number of Shares as to which the Option
is exercised.
(b) Rule 16b-3. Options granted to Outside Directors
must comply with the applicable provisions of Rule 16b-3
promulgated under the Exchange Act or any successor thereto and
shall contain such additional conditions or restrictions as may
be required thereunder to qualify Plan transactions, and other
transactions by Outside Directors that otherwise could be matched
with Plan transactions, for the maximum exemption from Section 16
of the Exchange Act.
(c) Termination of Continuous Status as a Director.
In the event an Optionee's Continuous Status as a Director
terminates (other than upon the Optionee's death or total and
permanent disability (as defined in Section 22(e)(3) of the
Code)), the Optionee may exercise his or her Option, but only
within three (3) months following the date of such termination,
and only to the extent that the Optionee was entitled to exercise
it on the date of such termination (but in no event later than
the expiration of its ten (10) year term). To the extent that
the Optionee was not entitled to exercise an Option on the
date of such termination, and to the extent that the Optionee
does not exercise such Option (to the extent otherwise so
entitled) within the time specified herein, the Option shall
terminate.
(d) Disability of Optionee. In the event Optionee's
Continuous Status as a Director terminates as a result of total
and permanent disability (as defined in Section 22(e)(3) of the
Code), the Optionee may exercise his or her Option, but only
within twelve (12) months following the date of such termination,
and only to the extent that the Optionee is entitled to exercise
it on the date of such termination (but in no event later than
the expiration of its ten (10) year term). To the extent that
the Optionee is not entitled to exercise an Option on the date of
termination, or if he or she does not exercise such Option (to
the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.
(e) Death of Optionee. In the event of an Optionee's
death, the Optionee's estate or a person who acquired the right
to exercise the Option by bequest or inheritance may exercise the
Option, but only within twelve (12) months following the date
of death, and only to the extent that the Optionee is entitled to
exercise it on the date of death (but in no event later than the
expiration of its ten (10) year term). To the extent that
the Optionee is not entitled to exercise an Option on the date of
death, and to the extent that the Optionee's estate or a person
who acquired the right to exercise such Option does not exercise
such Option (to the extent otherwise so entitled) within the time
specified herein, the Option shall terminate.
9. Non-Transferability of Options. The Option may not be
sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
10. Adjustments Upon Changes in Capitalization,
Dissolution, Merger, Asset Sale or Change of Control.
(a) Changes in Capitalization. Subject to any
required action by the stockholders of the Company, the number of
Shares covered by each outstanding Option, the number of Shares
which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an
Option, as well as the price per Share covered by each
such outstanding Option, and the number of Shares issuable
pursuant to the automatic grant provisions of Section 4 hereof
shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock
split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase
or decrease in the number of issued Shares effected without
receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of
consideration." Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to,
the number or price of Shares subject to an Option.
(b) Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, to the extent
that an Option has not been previously exercised, it shall
terminate immediately prior to the consummation of such proposed
action.
(c) Merger or Asset Sale. In the event of a merger of
the Company with or into another corporation, or the sale of
substantially all of the assets of the Company, each outstanding
Option shall be assumed or an equivalent option may be
substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the
successor corporation does not agree to assume such Options or to
substitute equivalent options, each outstanding Option shall
terminate as of the closing date of the transaction. For the
purposes of this paragraph, the Option shall be considered
assumed if, following the merger or sale of assets, the Option
confers the right to receive or purchase, for each Share of
Optioned Stock subject to the Option immediately prior to
the merger or sale of assets, the consideration (whether stock,
cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares).
11. Amendment and Termination of the Plan.
(a) Amendment and Termination. Except as set forth in
Section 4, the Board may at any time amend, alter, suspend, or
discontinue the Plan, but no amendment, alteration, suspension,
or discontinuation shall be made which would impair the rights of
any Optionee under any grant theretofore made, without his or her
consent. In addition, to the extent necessary and desirable to
comply with Rule 16b-3 under the Exchange Act (or any other
applicable law or regulation), the Company shall obtain
stockholder approval of any Plan amendment in such a manner and
to such a degree as required.
(b) Effect of Amendment or Termination. Any such
amendment or termination of the Plan shall not affect Options
already granted and such Options shall remain in full force and
effect as if this Plan had not been amended or terminated.
12. Time of Granting Options. The date of grant of an
Option shall, for all purposes, be the date determined in
accordance with Section 4 hereof.
13. Conditions Upon Issuance of Shares. Shares shall not
be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance and delivery of such
Shares pursuant thereto shall comply with all relevant provisions
of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, state securities laws, and the
requirements of any stock exchange upon which the Shares may then
be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an Option, the
Company may require the person exercising such Option to
represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares,
if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant
provisions of law.
Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by
the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been
obtained.
14. Reservation of Shares. The Company, during the term of
this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
15. Option Agreement. Options shall be evidenced by
written option agreements in such form as the Board shall
approve.
16. Stockholder Approval. Continuance of the Plan shall be
subject to approval by the stockholders of the Company at or
prior to the first annual meeting of stockholders held subsequent
to the granting of an Option hereunder. Such stockholder
approval shall be obtained in the degree and manner required
under applicable state and federal law.
Exhibit 5.1
May 31, 1995
LSI Logic Corporation
1551 McCarthy Boulevard
Milpitas, CA 95035
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or
about June 1, 1995 (the "Registration Statement"), in connection
with the registration under the Securities Act of 1933, as
amended, of 250,000 shares of LSI Logic Corporation Common Stock
(the "Shares") to be issued pursuant to the 1995 Director Option
Plan (the "Director Plan"). As your legal counsel, we have
examined the proceedings taken and are familiar with the sale and
issuance of the Shares under the Director Plan.
It is our opinion that, when issued and sold in the manner
referred to in the Director Plan, the shares will be legally and
validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our
namewherever appearing in the Registration Statement,
including any Prospectus constituting a part thereof, and any
amendments thereto.
Sincerely yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January
26, 1995 appearing on page 21 of LSI Logic Corporation's Annual
Report on Form 10-K for the year ended December 31, 1994.
PRICE WATERHOUSE
San Jose, California
June 1, 1995
