As filed with the Securities and Exchange Commission on June 6,
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)
EMPLOYEE STOCK PURCHASE 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 Fee
Price*
Common 750,000 $69.13 $51,847,500 $17,879.00
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 Employee Stock Purchase Plan
4.2(1) 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
(T.Z. Chu) Director June 1, 1995
/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 of the
Company filed May 4,1987 as amended May 12, 1995
4.1 Employee Stock Purchase 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
EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the Employee
Stock Purchase Plan (herein called the "Plan") of LSI Logic
Corporation (herein called the "Company".)
1. PURPOSE
The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of
the Internal Revenue Code of 1986. The provisions of the Plan
shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of
that section of the Code.
2. DEFINITIONS
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Common Stock" shall mean the Common Stock, $.01 par
value, of the Company.
(d) "Company" shall mean LSI Logic Corporation, a Delaware
corporation.
(e) "Compensation" shall mean all regular straight time
earnings, exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses, commissions
or other compensation.
(f) "Continuous Status as an Employee" shall mean the
absence of any interruption or termination of service as an
Employee. Continuous Status as an Employee shall not be
considered interrupted in the case of a leave of absence agreed
to in writing by the Company, provided that such leave is for
a period of not more than 90 days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.
(g) "Designated Subsidiaries" shall mean the Subsidiaries
which have been designated by the Board from time to time in its
sole discretion as eligible to participate in the Plan.
(h) "Employee" shall mean any person, including an officer,
who is customarily employed for at least twenty (20) hours per
week and more than five (5) months in a calendar year by the
Company or one of its Designated Subsidiaries.
(i) "Enrollment Date" shall mean the first day of each
Offering Period.
(j) "Exercise Date" shall mean each March 31 and September
30 of each Offering Period of the Plan.
(k) "Exercise Period" shall mean a period commencing on
April 1 and terminating on the following September 30 or
commencing on October 1 and terminating on the following March
31.
(l) "Offering Period" shall mean a period of twenty-four
(24) months commencing on April 1 and October 1 of each year
during which an option granted pursuant to the Plan may be
exercised.
(m) "Plan" shall mean this Employee Stock Purchase Plan.
(n) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held
by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company
or a Subsidiary.
3. ELIGIBILITY
(a) Any Employee, as defined in paragraph 2, who shall be
employed by the Company on a given Enrollment Date shall be
eligible to participate in the Plan, subject to limitations
imposed by Section 423(b) of the Code.
(b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the
Plan (i) if, immediately after the grant, such Employee (or
any other person whose stock would be attributed to such Employee
pursuant to Section 425(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five
percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any subsidiary of
the Company, or (ii) which permits such Employee's rights to
purchase stock under all employee stock purchase plans
of the Company and its Subsidiaries to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000) of fair market
value of such stock (determined at the time such option is
granted) for each calendar year in which such option is
outstanding at any time.
4. OFFERING PERIODS
The Plan shall be implemented by consecutive Offering Periods
with a new Offering Period commencing on April 1 and October 1 of
each year, commencing April 1, 1988, or as otherwise determined
by the Board of Directors, and continuing thereafter until
terminated in accordance with paragraph 19 hereof. The Board of
Directors of the Company shall have the power to change the
duration of Offering Periods with respect to future offerings
without shareholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first
Offering Period to be affected.
5. PARTICIPATION
(a) An eligible Employee may become a participant in the
Plan by completing a subscription agreement authorizing payroll
deductions on the form provided by the Company and filing it with
the Company's payroll office prior to the applicable Enrollment
Date, unless a later time for filing the subscription agreement
is set by the Board for all eligible Employees with respect to a
given Offering Period. An eligible Employee may participate in
an Offering Period only if, as of the Enrollment Date of such
Offering Period, such Employee is not participating in any prior
Offering Period which is continuing at the time of such proposed
enrollment.
(b) Payroll deductions for a participant shall commence on
the first payroll date following the Enrollment Date and shall
end on the last payroll date in the Offering Period to which such
authorization is applicable, unless sooner terminated by the
participant as provided in paragraph 10.
6. PAYROLL DEDUCTIONS
(a) At the time a participant files his subscription
agreement, he shall elect to have payroll deductions made on each
payday during the Offering Period in an amount not exceeding ten
percent (10%) of the Compensation which he receives on each
payday during the Offering Period, and the aggregate of such
payroll deductions during the Offering Period shall not exceed
ten percent (10%) of his aggregate Compensation during
said Offering Period.
(b) All payroll deductions made by a participant shall be
credited to his account under the Plan. A participant may not
make any additional payments into such account.
(c) A participant may discontinue his participation in the
Plan as provided in paragraph 10, may lower the rate of his
payroll deductions effective immediately or may increase (but not
above 10%) the rate of his payroll deductions effective as of the
first date of the next Exercise Period within such Offering
Period by completing or filing with the Company a new
authorization for payroll deductions.
(d) Notwithstanding the foregoing, to the extent necessary
to comply with Section 423(b)(8) of the Code and paragraph 3(b)
herein, a participant's payroll deductions may be decreased to 0%
at such time during any Exercise Period which is scheduled to end
during the current calendar year that the aggregate of all
payroll deductions accumulated with respect to such Exercise
Period and any other Exercise Period ending within the same
calendar year equal $21,250. Payroll deductions shall recommence
at the rate provided in such participant's subscription agreement
at the beginning of the first Exercise Period which is scheduled
to end in the following calendar year, unless terminated by the
participant as provided in paragraph 10.
7. GRANT OF OPTION
(a) On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be
granted an option to purchase on each Exercise Date during such
Offering Period (at the per share option price) up to a number
of shares of the Company's Common Stock determined by dividing
such Employee's payroll deductions accumulated during such
Exercise Period by eighty-five percent (85%) of the fair market
value of a share of the Company's Common Stock on the Enrollment
Date or on the Exercise Date, whichever is lower, provided that
the number of shares subject to the option shall not exceed 200%
of the number of shares determined by dividing 10% of the
Employee's Compensation over the Offering Period (determined as
of the Enrollment Date) by 85% of the fair market value of a
share of the Company's Common Stock on the Enrollment Date,
subject to the limitations set forth in Section 3(b)
and 12 hereof. Fair market value of a share of the Company's
Common Stock shall be determined as provided in Section 7(b)
herein.
(b) The option price per share of the shares offered in a
given Offering Period shall be the lower of: (i) 85% of the fair
market value of a share of the Common Stock of the Company on the
Enrollment Date; or (ii) 85% of the fair market value of a share
of the Common Stock of the Company on the applicable Exercise
Date. The fair market value of the Company's Common Stock on a
given date shall be determined by the Board in its
discretion; provided, however, that where there is a public
market for the Common Stock, the fair market value per share
shall be the closing price of the Common Stock for such
date, as reported by the National Association of Securities
Dealers Automated Quotation (NASDAQ) National Market System (or,
if not so reported, as otherwise reported by the NASDAQ National
Market System), or, in the event the Common Stock is listed on a
stock exchange, the fair market value per share shall be the
closing price on such exchange on such date, as reported in the
Wall Street Journal. In the event that a closing price is not
available for an Enrollment Date or an Exercise Date, the fair
market value of a share of the Common Stock of the Company on
such date shall be the fair market value of a share of the Common
Stock of the Company on the last business day prior to such date.
8. EXERCISE OF OPTION
Unless a participant withdraws from the Plan as provided in
paragraph 10, his option for the purchase of shares will be
exercised automatically on each Exercise Date of the
Offering Period, and the maximum number of full shares subject to
option will be purchased for him at the applicable option price
with the accumulated payroll deductions in his account. During
his lifetime, a participant's option to purchase shares hereunder
is exercisable only by him. Any amount remaining in the
participant's account after an Exercise Date shall be held in the
account until the next Exercise Date in such Offering
Period, unless the Offering Period has been over-subscribed or
has terminated with such Exercise Date, in which event such
amount shall be refunded to the participant.
9. DELIVERY
As promptly as practicable after each Exercise Date, the Company
shall arrange the delivery to each participant, as appropriate,
of a certificate representing the shares purchased upon exercise
of his option.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT
(a) A participant may withdraw all but not less than all of
the payroll deductions credited to his account under the Plan at
any time by giving written notice to the Company. All of the
participant's payroll deductions credited to his account will be
paid to him promptly after receipt of his notice of withdrawal
and his participation in the Plan will be automatically
terminated, and no further payroll deductions for the purchase of
shares will be made. Payroll deductions will not resume on
behalf of a participant who has withdrawn from the Plan unless
written notice is delivered to the Company within the open
enrollment period preceding the commencement of an Exercise
Period directing the Company to resume payroll deductions.
(b) Upon termination of the participant's Continuous Status
as an Employee prior to the Exercise Date of an Offering Period
for any reason, including retirement or death, the payroll
deductions credited to the participant's account will be returned
to the participant or, in the case of death, to the person or
persons entitled thereto under paragraph 14, and such
participant's option will be automatically terminated.
(c) In the event an Employee fails to maintain Continuous
Status as an Employee for at least twenty (20) hours per week
during an Offering Period in which the Employee is a participant,
he will be deemed to have elected to withdraw from the Plan and
the payroll deductions credited to his account will be returned
to him and his option terminated.
(d) A participant's withdrawal from an Offering Period will
not have any effect upon his eligibility to participate in a
succeeding Offering Period or in any similar plan which
may hereafter be adopted by the Company.
11. INTEREST
No interest shall accrue on the payroll deductions of a
participant in the Plan.
12. STOCK
(a) The maximum number of shares of the Company's Common
Stock which shall be made available for sale under the Plan shall
be 8,475,000 shares (after adjustment for the three-for-three
stock splits (in the form of a stock dividend) effected by the
Company in April 1983, February 1986 and May 1995 adjustment upon
changes in capitalization of the Company as provided in paragraph
18. If on a given Exercise Date the number of shares with
respect to which options are to be exercised exceeds the number
of shares then available, the Company shall make a pro rata
allocation of the shares remaining available for option grant in
as uniform a manner as shall be practicable and as it shall
determine to be equitable. In such event, the Company shall give
written notice of such reduction of the number of shares subject
to the option to each Employee affected thereby and shall
similarly reduce the rate of payroll deductions, if necessary.
(b) The participant will have no interest or voting right
in shares covered by his option until such option has been
exercised.
(c) Shares to be delivered to a participant under the Plan
will be registered in the name of the participant or in the name
of the participant and his or her spouse.
13. ADMINISTRATION
The Plan shall be administered by the Board of Directors of the
Company or a committee appointed by the Board. The
administration, interpretation or application of the Plan by the
Board or its committee shall be final, conclusive and binding
upon all participants. Members of the Board who are eligible
Employees are permitted to participate in the Plan, provided
that:
(a) Members of the Board who are eligible to participate in
the Plan may not vote on any matter affecting the administration
of the Plan or the grant of any option pursuant to the Plan.
(b) If a committee is established to administer the Plan,
no member of the Board who is eligible to participate in the Plan
may be a member of the committee.
14. DESIGNATION OF BENEFICIARY
(a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from
the participant's account under the Plan in the event of
such participant's death subsequent to the end of the Offering
Period but prior to delivery to him of such shares and cash. In
addition, a participant may file a written designation of
a beneficiary who is to receive any cash from the participant's
account under the Plan in the event of such participant's death
prior to the exercise of the option.
(b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the
death of a participant and in the absence of a
beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver
such shares and/or cash to the executor or administrator
of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such
shares and/or cash to the spouse or to any one or more dependents
or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as
the Company may designate.
15. TRANSFERABILITY
Neither payroll deductions credited to a participant's account
nor any rights with regard to the exercise of an option or to
receive shares under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in paragraph
14 hereof) by the participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to
withdraw funds in accordance with paragraph 10.
16. USE OF FUNDS
All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll
deductions.
17. REPORTS
Individual accounts will be maintained for each participant in
the Plan. Statements of account will be given to participating
Employees semi-annually promptly following each Exercise Date,
which statements will set forth the amounts of payroll
deductions, the per share purchase price, the number of shares
purchased and the remaining cash balance, if any.
18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
Subject to any required action by the shareholders of the
Company, the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for
issuance under the Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the price per share of
Common Stock covered by each option under the Plan which has not
yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common
Stock resulting from a stock split or the payment of a stock
dividend (but only on the Common Stock) or any other
increase or decrease in the number of shares of Common Stock
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". Such adjustment
shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. Except as
expressly provided herein, no issue 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 of Common Stock subject to an option.
In the event of the proposed dissolution or liquidation of the
Company, the Offering Period will terminate immediately prior to
the consummation of such proposed action, unless otherwise
provided by the Board. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, each option under
the Plan shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or
subsidiary of such successor corporation, unless the Board
determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the participant shall
have the right to exercise the option as to all of the optioned
stock, including shares as to which the option would not
otherwise be exercisable. If the Board makes an option fully
exercisable in lieu of assumption or substitution in the event of
a merger or sale of assets, the Board shall notify the
participant that the option shall be fully exercisable for a
period of thirty (30) days from the date of such notice, and the
option will terminate upon the expiration of such period.
The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as
well as the price per share of Common Stock covered by each
outstanding option, in the event that the Company effects one or
more reorganizations, recapitalizations, rights offerings or
other increases or reductions of shares of its outstanding Common
Stock, and in the event of the Company being consolidated with or
merged into any other corporation.
19. AMENDMENT OR TERMINATION
The Board of Directors of the Company may at any time terminate
or amend the Plan. No such termination can affect options
previously granted, nor may an amendment make any change in any
option theretofore granted which adversely affects the rights of
any participant, nor may an amendment be made without prior
approval of the shareholders of the Company if such amendment
would:
(a) Increase the number of shares that may be issued under
the Plan;
(b) Permit payroll deductions at a rate in excess of ten
percent (10%) of the participants' Compensation;
(c) Modify the requirements concerning which employees (or
class of employees) are eligible for participation in the Plan;
or
(d) Materially increase the benefits which may accrue to
participants under the Plan.
20. NOTICES
All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified
by the Company at the location, or by the person, designated by
the Company for the receipt thereof.
21. SHAREHOLDER APPROVAL
Continuance of the Plan shall be subject to approval by the
shareholders of the Company within twelve months before or after
the date the Plan is adopted. If such shareholder approval is
obtained at a duly held shareholders' meeting, it may be obtained
by the affirmative vote of the holders of a majority of the
outstanding shares of the Company present or represented and
entitled to vote thereon, which approval shall be:
(a) (i) solicited substantially in accordance with Section
14(a) of the Securities Exchange Act of 1934, as amended (the
"Act") and the rules and regulations promulgated thereunder, or
(ii) solicited after the Company has furnished in
writing to the holders entitled to vote substantially the same
information concerning the Plan as that which would be required
by the rules and regulations in effect under Section 14(a) of the
Act at the time such information is furnished; and
(b) obtained at or prior to the first annual meeting of
shareholders held subsequent to the first registration of Common
Stock under Section 12 of the Act.
In the case of approval by written consent, it must be obtained
by the unanimous written consent of all shareholders of the
Company.
22. CONDITIONS UPON ISSUANCE OF SHARES
Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, 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 applicable provisions of 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 750,000 shares of LSI Logic Corporation Common Stock
(the "Shares") to be issued pursuant to the Employee Stock
Purchase Plan (the "Purchase Plan"). As your legal counsel, we
have examined the proceedings taken and are familiar with the
sale and issuance of the Shares under the Purchase Plan.
It is our opinion that, when issued and sold in the manner
referred to in the Purchase 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
