As filed with the Securities and Exchange Commission on June 1,
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)
1991 EQUITY INCENTIVE 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 Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Per Unit* Offering Price* Fee
Common 3,000,000 $69.13 $207,390,000 $71,515.00
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 1991 Equity Incentive 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).
__________________________
(1) 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 1991 Equity Incentive 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
1991 EQUITY INCENTIVE PLAN
1. Purpose of the Plan. The purpose of the LSI Logic
Corporation 1991 Equity Incentive Plan (the "Plan") is to enable
LSI Logic Corporation (the "Company") to provide an incentive to
eligible employees, including officers, and consultants whose
present and potential contributions are important to the
continued success of the Company, to afford them an opportunity
to acquire a proprietary interest in the Company, and to enable
the Company to enlist and retain in its employ the best available
talent for the successful conduct of its business. It is
intended that this purpose will be effected through the
granting of (a) stock options, (b) stock purchase rights, (c)
stock appreciation rights, and (d) stock bonus awards.
2. Definitions. As used herein, the following definitions
shall apply:
(a) "Award" means any Optyon, Right or Stock Bonus
Award granted.
(b) "Board" means the Board of Directors of the
Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Committee" means the Committee or Committees
referred to in Section 5 of the Plan. If at any time no
Committee shall be in office, then the functions of the
Committee specified in the Plan shall be exercised by the Board.
(e) "Common Stock" means the Common Stock, $0.01 par
value (as adjusted from time to time), of the Company.
(f) "Company" means LSI Logic Corporation, a
corporation organized under the laws of the state of Delaware, or
any successor corporation.
(g) "Consultant" means any person, including an
advisor, who is engaged by the Company or any Parent or
Subsidiary to render services and is compensated for
such services, provided the term Consultant shall not include
directors who are not compensated for their services or are paid
only a director's fee by the Company.
(h) "Director" means a member of the Board.
(i) "Disability" means a disability, whether temporary
or permanent, partial or total, as defined in Section 22(e)(3) of
the Code.
(j) "Employee" means any person, including officers
and directors, employed by the Company or any Subsidiary. The
payment of directors' fees by the Company shall not be sufficient
to constitute "employment" by the Company.
(k) "Exchange Act" means the Securities Exchange Act
of 1934, as amended.
(l) "Fair Market Value" means, as of any date, the
value of Common Stock determined as follows:
(i) if such Common Stock shall then be listed on
a national securities exchange, the closing sales price (or the
closing bid, if no sales were reported) as quoted on the
principal national securities exchange on which the Common Stock
is listed or admitted to trading, or
(ii) the closing sales price (or the closing bid,
if no sales were reported) as quoted on the NASDAQ National
Market System, or
(iii) if such Common Stock shall not be quoted
on such National Market System nor listed or admitted to trading
on a national securities exchange, then the average of the
closing bid and asked prices, as reported by The Wall Street
Journal for the over-the-counter market, or
(iv) if none of the foregoing is applicable, then
the Fair Market Value of a share of Common Stock shall be
determined by the Board of Directors of the Company in its
discretion.
(m) "Incentive Stock Option" means an Option intended
to be and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.
(n) "Nonstatutory Stock Option" means any Option that
is not an Incentive Stock Option.
(o) "Option" means any option to purchase shares of
Common Stock granted pursuant to Section 7 below.
(p) "Optionee" means any holder of an Option or a
Stock Appreciation Right, as the context requires.
(q) "Outside Director" means a Director who is not an
Employee of the Company.
(r) "Plan" means this 1991 Equity Incentive Plan, as
hereinafter amended from time to time.
(s) "Restricted Stock" means shares of Common Stock
acquired pursuant to a grant of Stock Purchase Rights under
Section 9 below.
(t) "Right" means and includes Stock Appreciation
Rights and Stock Purchase Rights granted pursuant to the Plan.
(u) "Stock Appreciation Right" means an Award made
pursuant to Section 8 below, which right permits the recipient to
receive cash or stock equal in value to the difference between
the Fair Market Value of Common Stock on the date of grant of
the Option and the Fair Market Value of Common Stock on the date
of exercise of the Stock Appreciation Right.
(v) "Stock Bonus Award" means an Award under Section
10 below. A Stock Bonus Award shall permit the recipient to
receive a stock bonus (as determined by the Committee) upon
satisfaction of such conditions as are set out in the recipient's
individual grant. The receipt of a Stock Bonus Award will be
based upon any employment or performance-related criteria as the
Committee may deem appropriate.
(w) "Stock Purchase Right" means the right to purchase
Common Stock pursuant to a restricted stock purchase agreement
entered into between the Company and the purchaser under Section
9 below.
(x) "Subsidiary" means a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held
by the Company or by a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by
the Company or by a Subsidiary.
In addition, the terms "Tax Date" and "Insiders" shall have
meanings set forth in Section 11.
3. Eligible Participants. Any Employee or Consultant of
the Company or of a Subsidiary whom the Committee deems to have
the potential to contribute to the future success of the Company
shall be eligible to receive Awards under the Plan; provided,
however, that any Options intended to qualify as Incentive Stock
Options shall be granted only to Employees of the Company or its
Subsidiaries.
4. Stock Subject to the Plan. Subject to Sections 12 and
13, the total number of shares of Common Stock reserved and
available for distribution pursuant to the Plan shall be
10,500,000 shares. Subject to Sections 12 and 13 below, if any
shares of Common Stock that have been optioned under an Option
cease to be subject to such Option, or if any shares of
Restricted Stock or other shares that are subject to any Right,
Option or Stock Bonus Award granted hereunder are forfeited or
repurchased or any such award otherwise terminates without a
payment being made to the participant in the form of Common
Stock, such shares shall again be available for distribution in
connection with future Awards under the Plan.
5. Administration.
(a) Procedure. The Plan shall be administered by (i)
the Board if the board may administer the Plan in compliance with
Rule 16b-3 promulgated under the Exchange Act, or any successor
rule thereto ("Rule 16b-3"), with respect to a plan intended
to qualify under Rule 16b-3 as a discretionary plan, or (ii) a
Committee designated by the Board to administer the Plan, which
Committee shall be constituted to permit the Plan to comply with
Rule 16b-3 with respect to a plan intended to qualify thereunder
as a discretionary plan. If permitted by Rule 16b-3, the Plan
may be administered by different bodies with respect to Employees
who are directors, non-director officers, Employees who
are neither directors nor officers and Consultants.
Once appointed, the Committee shall continue to
serve until otherwise directed by the Board. From time to time
the Board may change the size of the Committee, appoint
additional members thereof, remove members (with or without
cause), appoint new members in substitution therefor, fill
vacancies, however caused and remove all members of the Committee
and thereafter directly administer the Plan, all to the extent
permitted by Rule 16b-3 with respect to a plan intended to
qualify thereunder as a discretionary plan. As used herein,
except in Sections 13, 15 and 21, reference to the Committee
shall mean such Committee or the Board, whichever is then acting
with respect to the Plan.
(b) Authority. Subject to the general purposes,
terms, and conditions of the Plan, and to the direction of the
Board, the Committee, if there be one, shall have full power to
implement and carry out the Plan including, but not limited to,
the following:
(i) to select the Employees and Consultants of
the Company and/or its Subsidiaries to whom Options, Rights
and/or Stock Bonus Awards may from time to time be granted
hereunder;
(ii) to determine whether and to what extent
Options, Rights and/or Stock Bonus Awards, or any combination
thereof, are to be granted hereunder;
(iii) to determine the number of shares of
Common Stock to be covered by each such Award granted hereunder;
(iv) to approve forms of agreement for use under
the Plan;
(v) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Award granted
hereunder (including, but not limited to, the share price and any
restriction or limitation, or any vesting acceleration or waiver
of forfeiture restrictions regarding any Option or other Award
and/or the shares of Common Stock relating thereto, based in each
case on such factors as the Committee shall determine, in its
sole discretion);
(vi) to determine whether and under what
circumstances an Option may be settled in cash or Restricted
Stock under Section 7(j) instead of Common Stock;
(vii) to determine the form of payment that will
be acceptable consideration for exercise of an Option or Right
granted under the Plan;
(viii) to determine whether, to what extent and
under what circumstances Common Stock and other amounts payable
with respect to an Award under this Plan shall be deferred either
automatically or at the election of the participant
(including providing for and determining the amount (if any) of
any deemed earnings on any deferred amount during any deferral
period);
(ix) to reduce the exercise price of any Option or
Right only if the total number of such reduced exercise price
Options or Rights (including those described in the proviso to
the first sentence of Section 7(a) and the proviso to the first
sentence in Section 9(a)) shall not exceed three percent of the
total number of shares authorized under the Plan and that any
such reduction in exercise price shall be authorized by a
committee of the Board of Directors comprised solely of
independent non-employee directors;
(x) to determine the terms and restrictions
applicable to Stock Purchase Rights and the Restricted Stock
purchased by exercising such Rights.
The Committee shall have the authority to construe and
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, and to make all other
determinations necessary or advisable for the administration of
the Plan.
6. Duration of the Plan. The Plan shall remain in effect
until terminated by the Board under the terms of the Plan,
provided that in no event may Incentive Stock Options
be granted under the Plan later than March 8, 2001, 10 years from
the date the Plan was adopted by the Board.
7. Stock Options. The Committee, in its discretion, may
grant Options to eligible participants and shall determine
whether such Options shall be Incentive Stock Options or
Nonstatutory Stock Options. Each Option shall be evidenced by a
written Option agreement which shall expressly identify the
Option as an Incentive Stock Option or as a Nonstatutory Stock
Option, and be in such form and contain such provisions as the
Committee shall from time to time deem appropriate. Without
limiting the foregoing, the Committee may, at any time, or from
time to time, authorize the Company, with the consent
of the respective recipients, to issue new Options including
Options in exchange for the surrender and cancellation of any or
all outstanding Options or Rights. Option agreements
shall contain the following terms and conditions:
(a) Option Price; Number of Shares. The Option price,
which shall be approved by the Committee, may not be less than
the Fair Market Value of the Common Stock at the time the Option
is granted; provided however that the Option price may be less
than Fair Market Value if the total number of Options (including
those described in Section 5(ix) and those described in the
proviso to the first sentence in Section 9(a)) to which such
price is applicable is not more than three percent of the total
number of shares authorized under the Plan and, further, that any
such Option price shall be determined by a committee
of the Board of Directors comprised solely of independent
non-employee directors. Notwithstanding the foregoing, in the
case of an Incentive Stock Option, the price shall be
not less than 100% of the Fair Market Value of the Common Stock
on the date the Option is granted, subject to any additional
conditions set out in Section 7(g) below and further
provided that the price shall be no less than 50% of the Fair
Market Value of the Common Stock on the date the Option is
granted.
The Option agreement shall specify the number of shares
of Common Stock to which it pertains.
(b) Waiting Period and Exercise Dates. At the time an
Option is granted, the Committee will determine the terms and
conditions to be satisfied before shares may be purchased,
including the dates on which shares subject to the Option may
first be purchased. The Committee may specify that an Option may
not be exercised until the completion of the waiting period
specified at the time of grant. (Any such period is referred
to herein as the "waiting period.") At the time an Option is
granted, the Committee shall fix the period within which such
Option may be exercised, which shall not be less than the
waiting period, if any, nor, in the case of an Incentive Stock
Option, more than 10 years from the date of grant.
(c) Form of Payment. The consideration to be paid for
the shares of Common Stock to be issued upon exercise of an
Option, including the method of payment, shall be determined by
the Committee (and, in the case of an Incentive Stock Option,
shall be determined at the time of grant) and may consist
entirely of (i) cash, (ii) check, (iii) promissory note, (iv)
other shares of Common Stock (including, in the discretion of the
Committee, Restricted Stock) which (x) either have been owned by
the Optionee for more than six months on the date of surrender or
were not acquired, directly or indirectly, from the Company, 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, (v) delivery of a properly executed
exercise notice together with irrevocable instructions to
a broker to promptly deliver to the Company the amount of sale or
loan proceeds required to pay the exercise price, (vi) delivery
of an irrevocable subscription agreement for the shares which
obligates the option holder to take and pay for the shares not
more than 12 months after the date of delivery of the
subscription agreement, (vii) any combination of the foregoing
methods of payment, or (viii) such other consideration and method
of payment for the issuance of shares to the extent permitted
under the Delaware General Corporation Law.
(d) Effect of Termination of Employment or Death of
Employee Participants. In the event that an Optionee during his
or her lifetime ceases to be an Employee of the Company or of any
Subsidiary for any reason, including retirement, any Option,
including any unexercised portion thereof, which was otherwise
exercisable on the date of termination of employment, shall
expire within such time period as is determined by the Committee;
provided, however, that in the case of an Incentive Stock Option
the Option shall expire unless exercised within a period of 90
days from the date on which the Optionee ceased to be an Employee
(or such lesser period as is set out in Option agreement), but in
no event after the expiration of the term of such Option as set
forth in the Option agreement. If in any case the Committee
shall determine that an Employee shall have been discharged for
Just Cause (as defined below) such Employee shall not
thereafter have any rights under the Plan or any Option that
shall have been granted to him or her under the Plan. For
purposes of this Section, "Just Cause" means the termination
of employment of an Employee shall have taken place as a result
of (i) willful breach or neglect of duty; (ii) failure or refusal
to work or to comply with the Company's rules, policies, and
practices; (iii) dishonesty; (iv) insubordination; (v) being
under the influence of drugs (except to the extent medically
prescribed) or alcohol while on duty or on Company premises; (vi)
conduct endangering, or likely to endanger, the health or safety
of another Employee; or (vii) conviction of a felony.
In the event of the death of an Optionee, that
portion of the Option which had become exercisable as of the date
of death shall be exercisable by his or her personal
representatives, heirs, or legatees within six months of the date
of death or such time period as is determined by the Committee
(but in the case of an Incentive Stock Option, in no event after
the expiration of the term of such Option as set forth in the
Option agreement.) In the event of the death of an Optionee
within one month after termination of employment, that portion of
the Option which had become exercisable as of the date of
termination shall be exercisable by his or her personal
representatives, heirs, or legatees within six months of the date
of death or such time period as is determined by the Committee
(but in the case of an Incentive Stock Option, in no event after
the expiration of the term of such Option as set forth in the
Option agreement.) In the event that an Optionee ceases to be an
Employee of the Company or of any Subsidiary for any reason,
including death or retirement, prior to the lapse of the waiting
period, if any, his or her Option shall terminate and be null and
void.
(e) Leave of Absence. The employment relationship
shall not be considered interrupted in the case of: (i) sick
leave, military leave or any other leave of absence approved by
the Board; provided that any such leave is for a period of not
more than 90 days, unless reemployment upon the expiration of
such leave is guaranteed by contract, statute or pursuant to
formal policy adopted from time to time by the Company
and issued and promulgated to Employees in writing, or (ii) in
the case of transfer between locations of the Company or between
the Company, its Subsidiaries or its successor. In
the case of any Employee on an approved leave of absence, the
Committee may make such provisions respecting suspension of
vesting of the Option while on leave from the employ of the
Company or a Subsidiary as it may deem appropriate, if any,
except that in no event shall an Option be exercised after the
expiration of the term set forth in the Option agreement.
(f) Acceleration of Vesting or Waiting Period. The
Committee may accelerate the earliest date on which outstanding
Options (or any installments thereof) are exercisable.
(g) Special Incentive Stock Option Provisions. In
addition to the foregoing, Options granted to Employees under the
Plan which are intended to be Incentive Stock Options under
Section 422 of the Code shall be subject to the following terms
and conditions:
(i) Dollar Limitation. To the extent that the
aggregate Fair Market Value of the shares of Common Stock with
respect to which Options designated as Incentive Stock Options
become exercisable for the first time by any individual during
any calendar year (under all plans of the Company) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock
Options. For purposes of the preceding sentence, (i) Options
shall be taken into account in the order in which they were
granted and (ii) the Fair Market Value of the shares shall be
determined as of the time the Option with respect to such shares
was granted.
(ii) 10% Stockholder. If any person to whom
an Incentive Stock Option is to be granted pursuant to the
provisions of the Plan is, on the date of grant, the owner of
Common Stock (as determined under Section 425(d) of the Code)
possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of any Subsidiary, then
the following special provisions shall be applicable to the
Option granted to such individual:
(A) The Option price per share of the
Common Stock subject to such Incentive Stock Option shall not be
less than 110% of the Fair Market Value of the Common Stock on
the date of grant; and
(B) The Option shall not have a term in
excess of five years from the date of grant.
Except as modified by the preceding provisions of this Subsection
7(g) and except as otherwise required by Section 422 of the Code,
all of the provisions of the Plan shall be applicable to the
Incentive Stock Options granted hereunder.
(h) Other Provisions. Each Option granted under the
Plan may contain such other terms, provisions, and conditions not
inconsistent with the Plan as may be determined by the Committee.
(i) Options to Consultants. Options granted to
consultants shall not be subject to Sections 7(b) and 7(d) of the
Plan, but shall have such terms and conditions pertaining to
waiting period (if any), exercise date, and effect of termination
of the consulting relationship as the Committee shall determine
in each case.
(j) Buyout Provisions. The Committee may at any time
offer to buy out for a payment in cash or Common Stock (including
Restricted Stock), an Option previously granted, based on such
terms and conditions as the Committee shall establish and
communicate to the Optionee at the time that such offer is made.
(k) Rule 16b-3. Options granted to persons subject to
Section 16(b) of the Exchange Act must comply with Rule 16b-3 and
shall contain such additional conditions or restrictions as may
be required thereunder to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions.
(l) Limits. The following limitations shall apply to
grants of Options to employees:
(i) No employee shall be granted, in any fiscal
year of the Company, Options to purchase more than 750,000
Shares.
(ii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's
capitalization or organization as described in Sections 12 and
13.
(iii) If an Option or other Right or grant
made under the Plan is canceled in the same fiscal year of the
Company in which it was granted (other than in connection with a
transaction described in Section 12 or Section 13), the canceled
Option, Right or other grant will be counted against the limit
set forth in Section 7(l)(i), above. For this purpose, if the
exercise price of an Option, Right or other grant is reduced, the
transaction will be treated as a cancellation of the Option,
Right or other grant and the grant of a new Option, right or
other grant.
8. Stock Appreciation Rights.
(a) Grants With Options. At the sole discretion of
the Committee, Stock Appreciation Rights may be granted in
connection and concurrently with all or any part of an Option.
The following provisions apply to Stock Appreciation Rights that
are granted in connection with Options:
(i) The Stock Appreciation Right shall entitle
the Optionee to exercise the rights by surrendering to the
Company unexercised a portion of the underlying Option. The
Optionee shall receive in exchange from the Company an amount
equal to the excess of (x) the Fair Market Value on the date of
exercise of the Common Stock covered by the surrendered portion
of the underlying Option over (y) the exercise price of the
Common Stock covered by the surrendered portion of the underlying
Option. Notwithstanding the foregoing, the Committee may place
limits on the amount that may be paid to the Optionee upon
exercise of an Stock Appreciation Right; provided, however, that
such limit shall not restrict the exercisability of the
underlying Option.
(ii) When a Stock Appreciation Right is exercised,
the underlying Option, to the extent surrendered, shall no longer
be exercisable.
(iii) A Stock Appreciation Right shall be
exercisable only when and to the extent that the underlying
Option is exercisable and shall expire no later than the date on
which the underlying Option expires.
(iv) A Stock Appreciation Right may only be
exercised at a time when the Fair Market Value of the Common
Stock covered by the underlying Option exceeds the exercise price
of the Common Stock covered by the underlying Option.
Notwithstanding the foregoing, neither a Stock Appreciation Right
nor any related Option shall be exercisable within the first six
(6) months of their terms; provided, however, that this
limitation shall not apply in the event that death or Disability
of the Optionee occurs prior to the expiration of the six-month
period.
(v) In the event that a Stock Appreciation Right
is granted that relates to an Incentive Stock Option, such Right
shall contain such additional or different terms as may be
necessary under applicable regulations to preserve treatment of
the Incentive Stock Option under Section 422 of the Code.
(b) Grants Without Options. At the sole discretion of
the Committee, Stock Appreciation Rights may be granted without
related Options. The following provisions apply to Stock
Appreciation Rights that are granted other than in connection
with Options:
(i) The Stock Appreciation Right shall entitle
the Optionee, by exercising the Stock Appreciation Right, to
receive from the Company an amount equal to the excess of (x) the
Fair Market Value of the Common Stock covered by the exercised
portion of the Stock Appreciation Right, as of the date of such
exercise, over (y) the Fair Market Value of the Common Stock
covered by the exercised portion of the Stock Appreciation Right,
as of the date on which the Stock Appreciation Right was granted,
provided, however, that the Committee may place limits on the
amount that may be paid to the Optionee upon exercise of a Stock
Appreciation Right by the grantee.
(ii) Stock Appreciation Rights shall be
exercisable, in whole or in part, at such times as the Committee
shall specify in the Optionee's Stock Appreciation Rights
agreement. Notwithstanding the foregoing, a Stock Appreciation
Right shall not be exercisable within the first six (6) months of
its term; provided, however, that this limitation shall not apply
in the event that death or Disability of the Optionee occurs
prior to the expiration of the six-month period.
(c) Form of Payment. The Company's obligation arising
upon the exercise of a Stock Appreciation Right may be paid
currently or on a deferred basis with such interest or earnings
equivalent as may be determined by the Committee, and may be
paid in Common Stock or in cash, or in any combination of Common
Stock and cash, as the Committee in its sole discretion may
determine. Shares of Common Stock issued upon the exercise of a
Stock Appreciation Right shall be valued at the Fair Market Value
as of the date of exercise.
(d) Compliance With Section 16(b). A person who is
subject to Section 16(b) of the Exchange Act may only exercise a
Stock Appreciation Right during such time or times as are
permitted by paragraph (e) of Rule 16b-3 or any successor
provision.
9. Stock Purchase Rights.
(a) Rights to Purchase. Stock Purchase Rights may be
issued either alone, in addition to, or in tandem with other
Awards granted under the Plan and/or cash awards made outside of
the Plan; provided, however, that the total number of Rights
(including those described in the Section 5(ix) and in the
proviso to the first sentence of Section 7(a)) shall not exceed
three percent of the total number of shares authorized under
the Plan and that any such Rights shall be awarded by a committee
of the Board of Directors comprised solely of independent
non-employee directors. After the Committee determines that it
will offer Stock Purchase Rights under the Plan, it shall advise
the offeree in writing of the terms, conditions and restrictions
related to the offer, including the number of shares of Common
Stock that such person shall be entitled to purchase, the
price to be paid, which price in the case of Insiders (as defined
in Section 11) shall not be more than the par value of the
Company's Common Stock, as adjusted from time to time,
and the minimum price permitted by the Delaware General
Corporation Law and the time within which such person must accept
such offer, which shall in no event exceed 60 days from the date
the Stock Purchase Right was granted. The offer shall be
accepted by execution of a Restricted Stock purchase agreement in
the form determined by the Committee. Shares purchased pursuant
to the grant of a Stock Purchase Right shall be referred to
herein as "Restricted Stock."
(b) Repurchase Option. Unless the Committee
determines otherwise, the Restricted Stock purchase agreement
shall grant the Company a repurchase option exercisable upon the
voluntary or involuntary termination of the purchaser's
employment with the Company for any reason (including death or
Disability). The purchase price for shares repurchased pursuant
to the Restricted Stock purchase agreement shall be the
original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company.
The repurchase option shall lapse at such rate as the
Committee may determine.
(c) Other Provisions. The Restricted Stock purchase
agreement shall contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by
the Committee in its sole discretion. In addition, the
provisions of Restricted Stock purchase agreements need not be
the same with respect to each purchaser.
10. Stock Bonus Awards.
(a) Administration. Stock Bonus Awards may be granted
either alone or in addition to other Awards granted under the
Plan. Such awards shall be granted for no cash consideration.
The Committee shall determine, in its sole discretion, the terms
for each Stock Bonus Award, and shall determine the performance
or employment-related factors to be considered in the granting of
Stock Bonus Awards and the extent to which such Stock Bonus
Awards have been earned. Stock Bonus Awards may vary from
participant to participant and between groups of participants.
Each Stock Bonus Award shall be confirmed by, and be subject to
the terms of, a Stock Bonus Award agreement.
(b) Adjustment of Awards. The Committee may adjust
the factors applicable to the Stock Bonus Awards to take into
account changes in law and accounting and tax rules and to make
such adjustments as the Committee deems necessary or
appropriate to reflect the inclusion or exclusion of the impact
of extraordinary or unusual items, events or circumstances in
order to avoid windfalls or hardships.
(c) Termination. Unless otherwise provided in the
applicable Stock Bonus Award agreement, if a participant
terminates his or her employment or his or her consultancy prior
to full vesting of a Stock Bonus Award which is subject to
vesting, the Committee may provide for an earlier payment in
settlement of such Award in such amount and under such terms and
conditions as the Committee deems appropriate.
(d) Form of Payment. The earned portion of a Stock
Bonus Award may be paid currently or on a deferred basis with
such interest or earnings equivalent as may be determined by the
Committee. Payment shall be made in the form of whole shares of
Common Stock, including Restricted Stock, or a combination
thereof, either in a lump sum payment or in installments, all as
the Committee shall determine. If and to the extent the
full amount of a Stock Bonus Award is not paid in Common Stock,
then the shares of Common Stock representing the portion of the
value of the Stock Bonus Award not paid in Common Stock shall
again become available for award under the Plan.
11. Stock Withholding to Satisfy Withholding Tax
Obligations. When a participant incurs tax liability in
connection with the exercise or vesting of any Option, Right
or Stock Bonus Award, which tax liability is subject to tax
withholding under applicable tax laws, and the participant is
obligated to pay the Company an amount required to be
withheld under applicable tax laws, the participant may satisfy
the withholding tax obligation by electing to have the Company
withhold from the shares to be issued that number of shares
having a Fair Market Value equal to the amount required to be
withheld determined on the date that the amount of tax to be
withheld is to be determined (the "Tax Date").
All elections by participant to have shares withheld
for this purpose shall be made in writing in a form acceptable to
the Committee and shall be subject to the following
restrictions:
(i) the election must be made on or prior to the
applicable Tax Date;
(ii) once made, the election shall be irrevocable
as to the particular shares as to which the election is made;
(iii) all elections shall be subject to the
disapproval of the Committee;
(iv) if the participant is an officer or Director
of the Company or other person whose transactions in Common Stock
are subject to Section 16(b) of the Exchange Act (collectively
"Insiders"), the election may not be made within six months of
the date of grant of the Option, Right or Stock Bonus Award;
provided, however, that this limitation shall not apply in the
event that death or Disability of the Optionee occurs prior to
the expiration of the six-month period; and
(v) if the participant is an Insider, the
election must be made either six months prior to the Tax Date (as
determined in accordance with Section 83 of the Code) or in the
10-day period beginning on the third day following the release of
the Company's quarterly or annual summary statement of sales or
earnings.
12. Recapitalization. In the event that dividends are
payable in Common Stock or in the event there are splits,
subdivisions, or combinations of shares of Common Stock,
the number of shares available under the Plan shall be increased
or decreased proportionately, as the case may be, and the number
of shares of Common Stock deliverable in connection with any
Option, Right or Stock Bonus Award theretofore granted
shall be increased or decreased proportionately, as the case may
be, without change in the aggregate purchase price (where
applicable).
13. Reorganization. In case the Company is merged or
consolidated with another corporation and the Company is not the
surviving corporation, or in case the property or stock of the
Company is acquired by another corporation, or in case of
separation, reorganization, or liquidation of the Company, then
the Board, or the board of directors of any corporation assuming
the obligations of the Company hereunder, shall, as to
outstanding Options, Rights or Stock Bonus Awards either (a) make
appropriate provision for the protection of any such outstanding
Options, Rights or Stock Bonus Awards by the assumption or
substitution on an equitable basis of appropriate stock of the
Company or of the merged, consolidated, or otherwise reorganized
corporation which will be issuable in respect to the shares of
Common Stock, provided that in the case of Incentive Stock
Options, such assumption or substitution comply with Section 424
of the Code, or (b) upon written notice to the participant,
provide that the Option or Right must be exercised within 30 days
of the date of such notice or it will be terminated. In any such
case, the Board or the Committee may, in its discretion, advance
the lapse of vesting periods, waiting periods, and exercise
dates.
14. Employment Relationship. Nothing in the Plan or any
Award made hereunder shall interfere with or limit in any way the
right of the Company or of any Subsidiary to terminate any
recipient's employment or consulting relationship at any time,
with or without cause, nor confer upon any recipient any right to
continue in the employ or service of the Company or any
Subsidiary.
15. General Restriction. Each Award shall be subject to
the requirement that, if, at any time, the Board shall determine,
in its discretion, that the listing, registration, or
qualification of the shares subject to such Award upon any
securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with,
such Award or the issue or purchase of shares thereunder, such
Award may not be exercised in whole or in part unless such
listing, registration, qualification, consent, or approval shall
have been effected or obtained free of any conditions not
acceptable to the Board.
16. Rights as a Stockholder. The holder of an Option,
Right or Stock Bonus Award shall have no rights as a stockholder
with respect to any shares covered by the Option, Right or Stock
Bonus Award until the date of exercise. Once an Option, Right or
Stock Bonus Award is exercised by the holder thereof, the
participant shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her holding
is entered upon the records of the duly authorized transfer agent
of the Company. Except as otherwise expressly provided in the
Plan, no adjustment shall be made for dividends or other rights
for which the record date is prior to the date such stock
certificate is issued.
17. Nonassignability of Awards. Awards made hereunder
shall be assignable or transferable by the recipient in
accordance with their terms to the extent permitted by the
tax and securities laws, including by will or by the laws of
descent and distribution, and as otherwise consistent with the
specific Plan provisions relating thereto.
18. Withholding Taxes. Whenever, under the Plan, shares
are to be issued in satisfaction of Options, Rights or Stock
Bonus Awards granted hereunder, the Company shall have the right
to require the recipient to remit to the Company an amount
sufficient to satisfy federal, state, and local withholding tax
requirements prior to the delivery of any certificate or
certificates for such shares. Whenever, under the Plan, payments
are to be made in cash, such payment shall be net of an amount
sufficient to satisfy federal, state, and local withholding tax
requirements.
19. Nonexclusivity of the Plan. Neither the adoption of
the Plan by the Board, the submission of the Plan to the
stockholders of the Company for approval, nor any provision
of the Plan shall be construed as creating any limitations on the
power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.
20. Amendment, Suspension, or Termination of the Plan. 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 participant in the Plan without his or her consent. In
addition, to the extent necessary and desirable to comply with
Rule 16b-3 under the Exchange Act or under Section 423 of the
Code (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.
21. Effective Date of the Plan. The Plan shall become
effective upon adoption by the Board and shall be subject to
stockholder approval within 12 months of adoption by the Board.
Options, Rights and Awards may be granted and exercised under the
Plan only after there has been compliance with all applicable
federal and state securities laws.
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 3,000,000 shares of LSI Logic Corporation Common
Stock (the "Shares") to be issued pursuant to the 1991 Equity
Incentive Plan (the "Incentive Plan"). As your legal
counsel, we have examined the proceedings taken and are familiar
with the sale and issuance of the Shares under the Incentive
Plan.
It is our opinion that, when issued and sold in the manner
referred to in the Incentive 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
