<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 1995
REGISTRATION NO. 33-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
LSI LOGIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 1551 MCCARTHY BOULEVARD 94-2712976
(STATE OR OTHER JURISDICTION OF MILPITAS, CALIFORNIA 95035 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (408) 433-8000 IDENTIFICATION NO.)
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DAVID E. SANDERS
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
LSI LOGIC CORPORATION
1551 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
(408) 433-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
LARRY W. SONSINI EDWARD M. LEONARD
JUDITH M. O'BRIEN GARI L. CHEEVER
WILSON, SONSINI, GOODRICH & ROSATI BROBECK, PHLEGER & HARRISON
PROFESSIONAL CORPORATION TWO EMBARCADERO PLACE
650 PAGE MILL ROAD 2200 GENG ROAD
PALO ALTO, CA 94304-1050 PALO ALTO, CA 94303-0913
(415) 493-9300 (415) 424-0160
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- -------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value....................... 3,162,500 shares $45.00 $142,312,500 $49,074
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</TABLE>
(1) Includes 412,500 shares which the Underwriters have the option to purchase
to cover over-allotments, if any. Also includes Preferred Share Purchase
Rights associated with the Common Stock.
(2) Estimated solely for the purpose of computing the amount of the registration
fee, based on the average of the high and low prices for the Common Stock as
reported on the New York Stock Exchange on February 3, 1995, in accordance
with Rule 457(c) promulgated under the Securities Act of 1933.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.
Subject to Completion, dated February 8, 1995
PROSPECTUS
2,750,000 SHARES
[LOGO] LSI LOGIC CORPORATION
COMMON STOCK
------------------------
All of the 2,750,000 shares of Common Stock offered hereby are being sold
by LSI Logic Corporation
(the "Company").
The Company's Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol "LSI." On February 7, 1995, the last reported sale
price of the Company's Common Stock on the NYSE was $46.625 per share. See
"Price Range of Common Stock."
------------------------
See "Certain Factors" for certain factors relevant to an investment in the
Common Stock offered hereby.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
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Price to Underwriting Discounts Proceeds to
Public and Commissions(1) Company(2)
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Per Share....................... $ $ $
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Total(3)........................ $ $ $
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</TABLE>
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting estimated expenses of $300,000 payable by the Company.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
412,500 additional shares of Common Stock on the same terms and conditions
as set forth above, solely to cover over-allotments, if any. If such option
is exercised in full, the total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $ , $ , and
$ , respectively. See "Underwriting."
------------------------
The shares of Common Stock offered by this Prospectus are offered by the
Underwriters subject to prior sale, to withdrawal, cancellation or modification
of the offer without notice, to delivery to and acceptance by the Underwriters
and to certain other conditions. It is expected that delivery of the
certificates for the shares of Common Stock will be made at the offices of
Lehman Brothers Inc., New York, New York, on or about , 1995.
------------------------
LEHMAN BROTHERS
GOLDMAN, SACHS & CO.
MONTGOMERY SECURITIES
PRUDENTIAL SECURITIES INCORPORATED
February , 1995
<PAGE> 3
AVAILABLE INFORMATION
LSI Logic Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company with the
Commission pursuant to the Exchange Act may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at Seven World Trade Center, 13th Floor, New York, New York 10048 and at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material also can be obtained from the Public Reference Branch of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Commission (File No. 0-11674)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 1995 filed pursuant to Section 13 of the Exchange Act.
2. The Company's Definitive Proxy Statement dated March 25, 1994 in
connection with the Annual Meeting of Stockholders held May 6, 1994
filed pursuant to Section 14 of the Exchange Act.
3. Report on Form 8-K, dated January 26, 1995, filed pursuant to Section 13
of the Exchange Act.
4. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on August
29, 1989 pursuant to Section 12(b) of the Exchange Act.
5. The description of the Company's Preferred Shares Purchase Rights
contained in its Registration Statement on Form 8-A filed with the
Commission on November 21, 1988 pursuant to Section 12(a) of the
Exchange Act.
6. All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of this
offering. Any statement incorporated herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein, in a Prospectus Supplement or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any and all of the documents which are
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into such document).
Requests for such documents should be directed to LSI Logic Corporation,
Investor Relations, 1551 McCarthy Boulevard, Mail Stop D-105, Milpitas,
California 95035, or by calling (408) 433-8585.
------------------------
The LSI Logic logo and CoreWare are registered trademarks of the Company.
All other brand names or trademarks appearing in this Prospectus are the
property of their respective holders.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE> 4
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including notes thereto,
appearing elsewhere in, or incorporated by reference into, this Prospectus.
Unless otherwise indicated, the information contained in this Prospectus assumes
no exercise of the Underwriters' over-allotment option.
THE COMPANY
LSI Logic Corporation (the "Company") is a leader in the design,
development, manufacture and marketing of high performance application-specific
integrated circuits ("ASICs"). The Company uses advanced process technology and
computer-aided design methodology to design and develop highly complex ASICs and
other integrated circuits. The Company's sub-micron process technologies
combined with its product libraries, including CoreWare libraries, provide the
Company with the ability to integrate system level solutions on a single chip.
The Company focuses its product marketing strategy primarily on original
equipment manufacturers in the electronic data processing, telecommunications
and certain office automation industries and, within these industries,
emphasizes digital video, networking, desktop and personal computing and
wireless communication applications. The Company increasingly directs its
marketing and selling efforts towards a limited number of customers that are
acknowledged industry leaders in these markets. The Company's customers include
Alcatel NV, AT&T, Cisco Systems, Inc., Compaq Computer Corporation, Digital
Equipment Corporation, Hewlett-Packard Company, International Business Machines
Corporation, Intel Corporation, Matsushita Electric Industrial Co., Ltd.,
Newbridge Networks Corporation, Oki Electric Industry Co., Ltd., Siemens AG,
Silicon Graphics, Inc., Sony Corporation and Sun Microsystems, Inc.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Company.......... 2,750,000 shares
Common Stock to be outstanding after the
offering................................... 59,893,581 shares(1)
NYSE Symbol.................................. LSI
Use of Proceeds.............................. Capital expenditures and general corporate purposes.
See "Use of Proceeds."
</TABLE>
- ---------------
(1) Based on shares outstanding at December 31, 1994. Excludes 3,677,353 shares
issuable as of December 31, 1994 upon exercise of options granted under the
Company's 1991 Equity Incentive Plan, 1982 Incentive Stock Option Plan and
1986 Directors' Stock Option Plan. Also excludes 5,867,350 shares reserved
for issuance upon conversion of the Company's 5 1/2% Convertible
Subordinated Notes due 2001.
3
<PAGE> 5
CERTAIN FACTORS
In addition to the other information in this Prospectus and incorporated
herein by reference, the following factors should be carefully considered in
evaluating the Company and its business before purchasing shares of Common Stock
offered hereby.
DEPENDENCE ON NEW PROCESS TECHNOLOGIES AND PRODUCTS. The Company believes
that its future success depends, in part, on its ability to improve its existing
technologies and to develop and implement new process technologies in order to
continue to reduce semiconductor die size, improve device performance and
manufacturing yields, adapt products and processes to technological changes and
adopt emerging industry standards. If the Company is not able to successfully
implement new process technologies and achieve volume production of new products
at acceptable yields using new manufacturing processes, the Company's operating
results will be adversely affected. In addition, the Company must continue to
develop and introduce new products that compete effectively on the basis of
price and performance and that satisfy customer requirements. New product
development often requires long-term forecasting of market trends, development
and implementation of new processes and technologies and a substantial capital
commitment. The Company intends the CoreWare library elements it offers to be
based upon industry standard functions, protocols and interfaces, thereby
positioning them to be useful in a wide variety of systems applications. The
Company is increasingly emphasizing engineering development and acquisition of
CoreWare building blocks and integration of CoreWare libraries into its design
capabilities. There can be no assurance, however, that the cores selected for
investment of the Company's financial and engineering resources will be
developed or acquired in a timely manner or will enjoy market acceptance.
MANUFACTURING RISKS. Disruption of operations at any of the Company's
primary manufacturing facilities, particularly the Company's Japanese
facilities, or any of its subcontractors for any reason, including work
stoppages, fire, earthquake or other natural disasters, would cause delays in
shipments of the Company's products. There can be no assurance that alternate
capacity, particularly wafer production capacity, would be available on a timely
basis or at all, or that if available, it could be obtained on favorable terms.
The Company has been operating most of its manufacturing facilities at or close
to capacity during the last year. Although the Company currently has plans to
increase its production capacity through the installation of new production
equipment at its Japanese manufacturing facilities and its other facilities and
is evaluating other ways to increase capacity, there is no assurance that the
Company will be able to expand its manufacturing capacity to meet expected
future demand, which could result in a loss of customers and could materially
and adversely affect the Company's operating results. In addition, if demand for
the Company's products does not absorb the additional capacity, the increase in
fixed costs and operating expenses related to increases in production capacity
may materially and adversely affect the Company's operations.
FLUCTUATIONS IN OPERATING RESULTS. The Company believes that its future
operating results will continue to be subject to quarterly variations based upon
a wide variety of factors, including the cyclical nature of both the
semiconductor industry and the markets addressed by the Company's products, the
ability to develop and implement new technologies, the availability and extent
of utilization of manufacturing capacity, changes in product mix, fluctuations
in manufacturing yields, the timing of new product introductions, price erosion,
exchange rate fluctuations and other competitive factors. As a participant in
the semiconductor industry, the Company operates in a technologically advanced,
rapidly changing and highly competitive environment. The Company predominantly
sells custom products to customers operating in a similar environment.
Accordingly, changes in the conditions of any of the Company's customers may
have a greater impact on the Company than if the Company offered standard
products that could be sold to many purchasers. While the Company cannot predict
what effect these various factors may have on its financial results, the
aggregate effect of these and other factors could result in significant
volatility in the Company's future performance and stock price. To the extent
the Company's performance may not meet expectations published by external
sources, public reaction could result in a sudden and significantly adverse
impact on the market price of the Company's securities, particularly on a
short-term basis.
COMPETITION. The semiconductor industry in general and the markets in which
the Company competes in particular are intensely competitive, exhibiting both
rapid technological changes and continued price erosion. The Company's
competitors include many large domestic and foreign companies which have
substantially greater financial, technical and management resources than the
Company, as well as emerging
4
<PAGE> 6
companies attempting to sell products to specialized markets such as those
addressed by the Company. Several major diversified electronics companies,
including Fujitsu, Ltd., Toshiba Corporation and NEC Corporation, and a number
of United States semiconductor manufacturers, including AT&T, Motorola Inc. and
Texas Instruments Incorporated, offer ASIC products or other products which are
competitive to the product lines of the Company. In addition, there is no
assurance that certain large customers, some of whom have licensed elements of
the Company's process and product technologies, will not develop internal design
and production operations to produce their own ASICs.
CURRENCY RISKS. In countries in which the Company is conducting business in
a local currency, currency exchange fluctuations could adversely affect the
Company's revenues and costs. A substantial portion of the costs of the
Company's manufacturing operations are denominated in Japanese yen. In addition,
the Company purchases a substantial portion of its raw materials and equipment
from foreign suppliers and incurs labor costs in foreign locations. A portion of
these transactions are denominated in currencies other than in U.S. dollars,
principally in Japanese yen. International sales are generally denominated in
local currencies. The Company also has borrowings denominated in yen, which
totaled approximately 14 billion yen (approximately $142 million) at December
31, 1994. Such transactions and borrowings expose the Company to exchange rate
fluctuations for the period of time from inception of the transaction until it
is settled. In recent years, the yen has fluctuated substantially against the
U.S. dollar. However, the Company has entered and will from time to time enter
into hedging transactions in order to minimize exposure to currency rate
fluctuations. There can be no assurance that such hedging transactions will
minimize exposure to currency rate fluctuations or that fluctuations in currency
exchange rates in the future will not have an adverse impact on the Company's
results of operations.
INTELLECTUAL PROPERTY AND LITIGATION. Although the Company believes that
the protection afforded by its patents, patent applications and trademarks has
value, the rapidly changing technology in the semiconductor industry makes the
Company's future success dependent primarily upon the technical competence and
creative skills of its personnel rather than on patent and trademark protection.
As is typical in the semiconductor industry, the Company has from time to time
received, and may in the future receive, communications from other parties
asserting patent rights, mask work rights, copyrights or trademark rights that
such other parties allege cover certain of the Company's products, processes,
technologies or information. Several such assertions relating to patents are in
various stages of evaluation. The Company is considering whether to seek
licenses with respect to certain of these claims. Litigation has arisen with
respect to one of these assertions. Based on industry practice, the Company
believes that licenses or other rights, if necessary, could be obtained on
commercially reasonable terms for such existing or future claims. Nevertheless,
no assurance can be given that licenses can be obtained, or if obtained will be
on acceptable terms or that litigation or other administrative proceedings will
not occur. The inability to obtain certain licenses or other rights or to obtain
such licenses or rights on favorable terms, or litigation arising out of such
other parties assertions, both existing and future, could have a material
adverse effect on the Company's future operating results.
CYCLICAL NATURE OF THE SEMICONDUCTOR INDUSTRY. The semiconductor industry
is characterized by rapid technological change, rapid product obsolescence and
price erosion. The semiconductor industry historically has been characterized by
wide fluctuations in product supply and demand. From time to time the industry
also has experienced significant downturns, often in connection with, or in
anticipation of, maturing product cycles (of both the semiconductor companies
and their customers) and declines in general economic conditions. These
downturns have been characterized by diminished product demand, production
overcapacity and subsequent accelerated erosion of average selling prices, and
in some cases, have lasted for more than a year. For example, the Company
believes that its operating results were adversely affected by an industry-wide
downturn in the demand for semiconductors beginning in 1990, culminating in the
Company's 1992 restructuring charge and reorganization of its operations.
Currently, the semiconductor industry in general, including the Company, is
experiencing a period of increased demand. There is no assurance that these
conditions will continue. The Company may experience substantial
period-to-period fluctuations in future operating results due to general
industry conditions, events occurring in the worldwide economy or a significant
industry-wide downturn.
5
<PAGE> 7
THE COMPANY
LSI Logic Corporation (the "Company") is a leader in the design,
development, manufacture and marketing of high performance application-specific
integrated circuits ("ASICs"). The Company uses advanced process technology and
computer-aided design methodology to design and develop highly complex ASICs and
other integrated circuits. The Company's sub-micron process technologies
combined with its product libraries, including CoreWare libraries, provide the
Company with the ability to integrate system level solutions on a single chip.
The Company has increasingly directed its marketing and selling efforts
toward selected customers in high growth end markets which are characterized by
increasingly shortened product cycles and ongoing changes in technological
standards and performance requirements. As a result, customers in these markets
tend to benefit from the flexibility of customized ASIC design methodology to
help differentiate their products while still complying with existing and
emerging global industry standards such as Ethernet and ATM (Asynchronous
Transfer Mode) in the networking market, PCI bus interface in the personal
computer market and MPEG2 (Motion Picture Experts Group) for video compression
applications in the digital video market.
The Company focuses its product marketing strategy primarily on original
equipment manufacturers in the electronic data processing, telecommunications
and certain office automation industries and, within these industries,
emphasizes digital video, networking, desktop and personal computing and
wireless communication applications. The Company increasingly directs its
marketing and selling efforts towards a limited number of customers that are
acknowledged industry leaders in these markets. The Company's customers include
Alcatel NV, AT&T, Cisco Systems, Inc., Compaq Computer Corporation, Digital
Equipment Corporation, Hewlett-Packard Company, International Business Machines
Corporation, Intel Corporation, Matsushita Electric Industrial Co., Ltd.,
Newbridge Networks Corporation, Oki Electric Industry Co., Ltd., Siemens AG,
Silicon Graphics, Inc., Sony Corporation and Sun Microsystems, Inc.
The Company's CoreWare product library approach and its sub-micron process
technologies permit system-level integration of functional cores or elements
including microprocessor "engines," logic blocks (including industry standard
functions, protocols and interfaces), memory and customer-specific proprietary
logic functions on a single piece of silicon. Examples of these elements include
the MIPS microprocessor core family and cores implementing Ethernet, MPEG, JPEG
and ATM standards. This methodology enables customers to improve the
performance, reliability and further differentiate their products while
shortening product development cycles, lowering development costs and optimizing
the customer's application.
The Company's proprietary computer-aided design tools are highly integrated
with the Company's manufacturing process requirements, thereby providing high
predictability that a product's physical performance will mirror the computer
simulation of the chip and affording high predictability of performance of
products developed using the Company's design methodology. The Company's
sophisticated design tools, advanced process technology and sub-micron
manufacturing capability are intended to provide customers with highly
integrated solutions that work right the first time.
The Company provides customers with a comprehensive approach and a
continuum of solutions for the design and manufacture of leading-edge ASICs.
This allows customers substantial flexibility in how they proceed with an ASIC
design project. A customer may establish product specifications for
implementation into a particular chip design by the customer's engineers, by the
Company's engineers on a "turn-key" basis or through a collaborative effort. The
Company's design environment includes expanded interface capabilities to certain
third party EDA software design tools from companies such as Cadence Design
Systems, Inc., Mentor Graphics Corporation and Synopsys, Inc.
The Company has developed and uses advanced manufacturing process
technologies, including 0.6-micron and 0.5-micron CMOS processes, for its
advanced product offerings. As process technology becomes more sophisticated,
allowing greater density and increased functionality on a single chip, the
system-on-a-chip is becoming the foundation of the Company's approach to the
marketplace.
6
<PAGE> 8
The Company believes that owning its wafer manufacturing facilities not
only provides better access to capacity but also improves quality,
cost-effectiveness, responsiveness to customers, its ability to implement
leading-edge process technology and time-to-market as compared to companies that
do not own their own wafer fabrication facilities. The Company's manufacturing
operations are located in the United States, Japan and Hong Kong. The Company
performs substantially all of its packaging, assembly and final test operations
through third party subcontractors in various locations. During 1994, the
Company's United States production operations received ISO-9002 certification,
an important international measure for quality.
The Company markets its products and services on a worldwide basis through
its direct sales, marketing and field technical staff of approximately 750
employees (including its majority-owned subsidiaries in Europe, Canada and
Japan), and through independent sales representatives and distributors. The
Company operates over 25 design centers around the world to assist customers in
product design activities. The Company's network of design centers allows the
Company to provide its customers with highly experienced engineers to interact
with its customers' engineering management and system architects to develop
designs for new products and to provide continuing after-sale customer support.
The Company was incorporated in California on November 6, 1980 and
reincorporated in Delaware on June 11, 1987. Its principal offices are located
at 1551 McCarthy Boulevard, Milpitas, California 95035, and its telephone number
at that location is (408) 433-8000. Except where otherwise indicated, references
to the "Company" means LSI Logic Corporation and its majority- and wholly-owned
subsidiaries.
7
<PAGE> 9
USE OF PROCEEDS
The net proceeds from the sale of Common Stock offered hereby are estimated
to be $122,790,000 ($141,253,500 if the Underwriters' over-allotment option is
exercised in full) assuming a public offering price of $46 5/8 per share and
after deducting the estimated underwriters' discounts and commissions and
expenses payable by the Company in connection with the offering. The Company
intends to use such net proceeds primarily to strengthen its financial position
and for capital expenditures, principally to purchase equipment for its Japanese
manufacturing facilities, and general corporate purposes. During 1995, the
Company expects to make net capital expenditures of approximately $150 million.
In addition, the Company, from time to time, may consider acquisitions of, or
investments in, complementary businesses, assets or technologies. At the present
time, however, the Company has no agreements or understandings, nor are there
any negotiations pending, with respect to any material acquisitions. The Company
believes that the net proceeds from the sale of the Common Stock in this
offering, together with existing cash balances, cash flow from operations and
available equipment lease financing, will be sufficient to meet the Company's
liquidity and capital requirements for the next 12 months. The Company believes
that success in its industry requires substantial financial strength and
flexibility. Accordingly, the Company may seek additional equity or debt
financing to fund further expansion of its fabrication capacity or for other
purposes. Pending such uses, the Company will invest the net proceeds in short-
or medium-term income producing investments.
DIVIDEND POLICY
The Company has paid no cash dividends on its Common Stock since its
incorporation and anticipates that for the foreseeable future it will continue
to retain any earnings for use in its business.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the NYSE under the symbol LSI. The
following table sets forth, for the periods indicated, high and low sale prices
for the Common Stock on the NYSE.
<TABLE>
<CAPTION>
HIGH LOW
--- ---
<S> <C> <C>
FISCAL 1993
First Quarter............................................. $14 1/8 $10 1/4
Second Quarter............................................ 15 1/2 10 1/2
Third Quarter............................................. 19 1/4 14 1/4
Fourth Quarter............................................ 17 1/8 13
FISCAL 1994
First Quarter............................................. 23 15 1/2
Second Quarter............................................ 26 3/8 16 3/4
Third Quarter............................................. 35 3/4 22 7/8
Fourth Quarter............................................ 45 3/8 34 5/8
FISCAL 1995
First Quarter (through February 7, 1995).................. 47 3/4 36 1/2
</TABLE>
On February 7, 1995, the last reported sale price of the Common Stock on
the NYSE was $46 5/8 per share. As of December 31, 1994, there were 1,732
holders of record of the Common Stock of the Company.
8
<PAGE> 10
CAPITALIZATION
The following table sets forth the consolidated short-term debt and
capitalization of the Company at December 31, 1994 and as adjusted to give
effect to the issuance and sale by the Company of the 2,750,000 shares of Common
Stock offered hereby (assuming a public offering price of $46 5/8 per share),
and the application of the estimated net proceeds therefrom. The financial data
in the following table should be read in conjunction with the Company's audited
consolidated financial statements (and notes thereto) at December 31, 1994,
incorporated herein by reference.
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1994
------------------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS, EXCEPT SHARE
AMOUNTS)
<S> <C> <C>
Current portion of long-term debt, capital lease obligations
and short-term borrowings(1)................................. $ 24,167 $ 24,167
======== =========
Long-term debt, capital lease obligations and other
long-term liabilities, less current portion(1)............... $288,496 $ 288,496
-------- -----------
Minority interest in subsidiaries(2)........................... 122,173 122,173
-------- -----------
Stockholders' equity(3):
Preferred Stock, $.01 par value, 2,000,000 shares
authorized, none outstanding.............................. -- --
Common Stock, $.01 par value, 73,500,000 shares authorized,
57,143,581 shares issued and outstanding, 59,893,581
shares
issued and outstanding as adjusted........................ 571 599
Additional paid-in capital................................... 401,840 524,602
Retained earnings............................................ 67,070 67,070
Cumulative translation adjustment............................ 75,425 75,425
-------- -----------
Total stockholders' equity................................ 544,906 667,696
-------- -----------
Total capitalization................................. $955,575 $ 1,078,365
======== =========
</TABLE>
- ---------------
(1) For additional information regarding short-term debt, long-term debt and
stockholders' equity, see Notes 6 and 7 of Notes to Consolidated Financial
Statements included in the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1995. See "Incorporation of Certain Documents
by Reference."
(2) Excludes the effect of the Company's January 26, 1995 acquisition of all
minority-owned common shares (a 45% interest) of its Japanese manufacturing
subsidiary as well as the defeasance of the resultant debt. These activities
had the effect of reducing minority interest in subsidiaries by $92.8
million, reducing cash by $125.9 million and increasing property and
equipment by $33.1 million.
(3) Excludes, as of December 31, 1994, (i) 2,708,519 shares reserved for
issuance upon exercise of outstanding options granted under the Company's
1991 Equity Incentive Plan and 1,395,462 shares which remain available for
future grant under such plan, (ii) 873,834 shares reserved for issuance upon
exercise of outstanding options under the Company's 1982 Incentive Stock
Option Plan, (iii) approximately 674,784 shares reserved for issuance under
the Company's Employee Stock Purchase Plan and (iv) 95,000 shares reserved
for issuance upon exercise of outstanding options granted under the 1986
Directors' Stock Option Plan and 33,750 shares which remain available for
future grant under such plan. Also excludes 5,867,350 shares of Common Stock
reserved for issuance upon conversion of the Company's 5 1/2% Convertible
Subordinated Notes due 2001, which Notes are convertible at any time at a
rate of one share of Common Stock per $24.50 principal amount of Notes
converted, subject to adjustment in certain circumstances. Excludes 100,000
shares of Preferred Stock reserved for issuance in certain circumstances in
connection with the Company's Preferred Shares Rights Agreement dated as of
November 16, 1988.
9
<PAGE> 11
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data presented below for, and as of the
end of, each of the years in the five-year period ended December 31, 1994 have
been derived from the consolidated financial statements of the Company, which
have been audited by Price Waterhouse LLP, independent accountants. The selected
consolidated financial data presented below for each of the four fiscal quarters
of 1993 and of 1994 have been derived from unaudited consolidated financial
statements of the Company. In the opinion of the Company's management, the
unaudited consolidated financial statements include all adjustments, consisting
of only normal recurring adjustments, necessary to fairly state the information
set forth therein. Such data should be read in conjunction with the consolidated
financial statements, related notes and other financial information incorporated
by reference herein. See "Incorporation of Certain Documents by Reference."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------
1990 1991 1992 1993 1994
-------- -------- --------- -------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA(1):
Revenues................................................................ $655,491 $697,838 $ 617,468 $718,812 $ 901,830
-------- -------- --------- -------- ----------
Costs and expenses:
Cost of revenues...................................................... 443,759 457,692 408,318 438,523 520,150
Research and development.............................................. 60,196 80,802 78,825 78,995 98,978
Selling, general and administrative................................... 117,318 136,811 129,254 117,452 124,936
Restructuring of operations........................................... 44,000 5,626 101,785 -- --
-------- -------- --------- -------- ----------
Total costs and expenses............................................ 665,273 680,931 718,182 634,970 744,064
-------- -------- --------- -------- ----------
Income (loss) from operations........................................... (9,782) 16,907 (100,714) 83,842 157,766
Interest expense........................................................ (21,256) (19,371) (11,567) (9,621) (18,455)
Interest income and other............................................... 12,517 14,722 12,413 6,500 16,858
-------- -------- --------- -------- ----------
Income (loss) before income taxes, minority interest and extraordinary
credit................................................................ (18,521) 12,258 (99,868) 80,721 156,169
Provision for income taxes.............................................. 11,685 6,129 8,521 24,221 43,679
-------- -------- --------- -------- ----------
Income (loss) before minority interest and extraordinary credit......... (30,206) 6,129 (108,389) 56,500 112,490
Minority interest in net income (loss) of subsidiaries.................. 1,065 (2,212) 1,819 2,750 3,747
-------- -------- --------- -------- ----------
Income (loss) before extraordinary credit............................... (31,271) 8,341 (110,208) 53,750 108,743
Extraordinary credit resulting from the retirement of debt.............. 955 -- -- -- --
-------- -------- --------- -------- ----------
Net income (loss)....................................................... $(30,316) $ 8,341 $(110,208) $ 53,750 $ 108,743
======== ======== ========= ======== =========
Primary income (loss) per share:
Net income (loss) before extraordinary credit......................... $ (0.74) $ 0.19 $ (2.48) $ 1.09 $ 1.98
Extraordinary credit.................................................. 0.02 -- -- -- --
-------- -------- --------- -------- ----------
Net income (loss) per share........................................... $ (0.72) $ 0.19 $ (2.48) $ 1.09 $ 1.98
======== ======== ========= ======== =========
Fully diluted net income per share.................................... * * * $ 1.05 $ 1.85
======== =========
Common shares and common share equivalents used in computing per share
amounts:
Primary............................................................... 42,063 43,376 44,478 49,531 54,953
======== ======== ========= ======== =========
Fully diluted......................................................... * * * 54,813 62,714
======== =========
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------------------------------------------
1990 1991 1992 1993 1994
-------- -------- --------- -------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(2):
Working capital......................................................... $231,248 $225,193 $ 133,640 $230,513 $ 422,916
Total assets............................................................ 771,682 748,456 747,438 859,010 1,270,374
Long-term debt, capital lease obligations and other long-term
liabilities........................................................... 189,795 166,107 218,837 246,314 288,496
Stockholders' equity.................................................... 267,729 293,075 197,728 292,434 544,906
</TABLE>
10
<PAGE> 12
QUARTERLY FINANCIAL DATA(1):
<TABLE>
<CAPTION>
1993 1994
----------------------------------------- -----------------------------------------
FIRST SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................. $168,928 $177,080 $183,761 $189,043 $193,812 $212,106 $240,218 $255,694
-------- -------- -------- -------- -------- -------- -------- --------
Costs and expenses:
Cost of revenues........................ 103,921 108,246 112,001 114,355 115,387 123,337 138,219 143,207
Research and development................ 18,998 19,408 19,134 21,455 23,141 22,467 26,834 26,536
Selling, general and administrative..... 29,205 29,007 29,910 29,330 29,457 31,102 30,645 33,732
-------- -------- -------- -------- -------- -------- -------- --------
Total costs and expenses.............. 152,124 156,661 161,045 165,140 167,985 176,906 195,698 203,475
-------- -------- -------- -------- -------- -------- -------- --------
Income from operations.................... 16,804 20,419 22,716 23,903 25,827 35,200 44,520 52,219
Interest expense.......................... (2,175) (2,384) (2,538) (2,524) (3,788) (5,665) (4,822) (4,180)
Interest income and other................. 1,697 2,512 1,818 473 4,798 4,127 3,263 4,670
-------- -------- -------- -------- -------- -------- -------- --------
Income before income taxes and minority
interest................................ 16,326 20,547 21,996 21,852 26,837 33,662 42,961 52,709
Provision for income taxes................ 4,901 6,164 6,599 6,557 7,514 9,425 12,028 14,712
Minority interest in net income (loss) of
subsidiaries............................ 814 1,313 1,022 (399) (32) 799 1,465 1,515
-------- -------- -------- -------- -------- -------- -------- --------
Net income................................ $ 10,611 $ 13,070 $ 14,375 $ 15,694 $ 19,355 $ 23,438 $ 29,468 $ 36,482
======== ======== ======== ======== ======== ======== ======== ========
Primary net income per share.............. $ 0.22 $ 0.27 $ 0.29 $ 0.31 $ 0.37 $ 0.44 $ 0.52 $ 0.62
======== ======== ======== ======== ======== ======== ======== ========
Fully diluted net income per share........ * * * $ 0.30 $ 0.36 $ 0.41 $ 0.49 $ 0.59
======== ======== ======== ======== ========
Common shares and common share equivalents
used in computing per share amounts
Primary................................. 47,452 48,874 50,249 50,936 51,631 53,112 56,394 58,851
======== ======== ======== ======== ======== ======== ======== ========
Fully diluted........................... * * * 56,042 57,582 64,051 63,938 64,718
======== ======== ======== ======== ========
</TABLE>
- ---------------
* Fully diluted amount disclosures are not required because they are
substantially the same as primary amounts disclosed for these periods.
(1) The Company's fiscal year ends on the Sunday closest to December 31. For
presentation purposes, the consolidated financial statements refer to
December 31 as year end. Fiscal 1993 was a 53-week year, whereas, 1994,
1992, 1991 and 1990 were 52-week years. The fourth quarter of 1993 was a
14-week quarter, whereas the first, second and third quarters were 13-week
quarters. The additional week in the fourth quarter of 1993 did not have a
material impact on the Company's results of operations.
(2) Certain reclassifications have been made to the 1992 and 1993 consolidated
financial statements to conform to the 1994 presentation. Such
reclassifications had no effect on results of operations or stockholders'
equity. Excludes the effect of the Company's January 26, 1995 acquisition of
all minority-owned common shares (a 45% interest) of its Japanese
manufacturing subsidiary as well as the defeasance of the resulting debt.
These activities had the effect of reducing minority interest in
subsidiaries by $92.8 million, reducing cash by $125.9 million and
increasing property and equipment by $33.1 million.
11
<PAGE> 13
UNDERWRITING
The Underwriters named below (the "Underwriters") have severally agreed,
subject to the terms and conditions of the Underwriting Agreement (the form of
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part), to purchase from the Company, and the Company has agreed
to sell to each Underwriter, the aggregate number of shares of Common Stock set
forth opposite their respective names below:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
------------------------------------------------------------------ ---------
<S> <C>
Lehman Brothers Inc. .............................................
Goldman, Sachs & Co. .............................................
Montgomery Securities.............................................
Prudential Securities Incorporated................................
---------
Total................................................... 2,750,000
========
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters to purchase shares of Common Stock are subject to certain
conditions, and that if any of the foregoing shares of Common Stock are
purchased by the Underwriters pursuant to the Underwriting Agreement, all shares
of Common Stock agreed to be purchased by the Underwriters pursuant to the
Underwriting Agreement must be so purchased.
The Company has been advised that the Underwriters propose to offer the
shares of Common Stock directly to the public initially at the public offering
price set forth on the cover page of this Prospectus, and to certain selected
dealers (who may include the Underwriters) at such public offering price less a
concession not in excess of $ per share. The Underwriters may allow and
the selected dealers may reallow a concession not in excess of $ per
share to certain other brokers and dealers. After the public offering, the
public offering price, the concession to selected dealers and the reallowance to
other dealers may be changed by the Underwriters.
The Company has granted to the Underwriters an option to purchase up to an
additional 412,500 shares of Common Stock at the public offering price, less the
aggregate underwriting discounts and commissions, shown on the cover page of
this Prospectus, solely to cover over-allotments, if any. The option may be
exercised at any time up to 30 days after the date of this Prospectus. To the
extent that the Underwriters exercise such option, each of the Underwriters will
be committed, subject to certain conditions, to purchase a number of option
shares proportionate to such Underwriter's initial commitment.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Underwriters may be required to make in respect thereof.
The Company has agreed that without the written consent of the
Underwriters, it will not offer, sell, contract to sell or otherwise dispose of
any shares of Common Stock or any securities, convertible or exchangeable
therefor, for a period of 90 days from the date of this Prospectus, subject to
limited exceptions.
The Company's directors and executive officers, who collectively held as of
December 31, 1994 an aggregate of shares of 3,882,030 Common Stock and options
to purchase Common Stock, have agreed that without the consent of the
Underwriters they will not offer, sell, contract to sell or otherwise dispose of
any shares of Common Stock or any securities convertible into or exchangeable
therefor for a period of 30 days from the date of this Prospectus.
From time to time, certain of the Underwriters or their affiliates have
provided, and may continue to provide, investment banking services to the
Company.
12
<PAGE> 14
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for the
Company by Wilson, Sonsini, Goodrich & Rosati, Professional Corporation
("WSGR"), Palo Alto, California, and for the Underwriters by Brobeck, Phleger &
Harrison, Palo Alto, California. Larry W. Sonsini, a member of WSGR, is an
Assistant Secretary of the Company.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1994, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
13
<PAGE> 15
- ------------------------------------------------------
- ------------------------------------------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or a solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information................... 2
Information Incorporated by Reference... 2
Prospectus Summary...................... 3
Certain Factors......................... 4
The Company............................. 6
Use of Proceeds......................... 8
Dividend Policy......................... 8
Price Range of Common Stock............. 8
Capitalization.......................... 9
Selected Consolidated Financial Data.... 10
Underwriting............................ 12
Legal Matters........................... 13
Experts................................. 13
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
2,750,000 SHARES
[LOGO]
COMMON STOCK
---------------------------
PROSPECTUS
February , 1995
---------------------------
LEHMAN BROTHERS
GOLDMAN, SACHS & CO.
MONTGOMERY SECURITIES
PRUDENTIAL SECURITIES INCORPORATED
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various costs and expenses payable by
the Company, other than underwriting discounts and commissions, of the sale and
distribution of the securities being registered. All of the amounts shown are
estimates except the Securities and Exchange Commission registration fee, the
NYSE listing fee and the NASD filing fee.
<TABLE>
<S> <C>
SEC Registration Fee.............................................. $ 49,074
NASD Filing Fee................................................... 14,731
NYSE Listing Fee.................................................. 1,500
Blue Sky Fees and Expenses........................................ 10,000
Legal Fees and Expenses........................................... 80,000
Accounting Fees and Expenses...................................... 45,000
Printing.......................................................... 45,000
Transfer Agent and Registrar Fees................................. 5,000
Miscellaneous..................................................... 49,695
--------
Total........................................................... $300,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has the power, pursuant to Section 145 of the Delaware General
Corporation Law, to limit the liability of directors to the Company for certain
breaches of fiduciary duty and to indemnify its directors, officers and other
persons for certain acts. Article 11 of the Company's Restated Certificate of
Incorporation includes the following provision:
"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, nor the adoption of any provision of this Certificate of
Incorporation inconsistent with 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."
Article VI of the Bylaws of the Company provides that the Company shall
indemnify certain agents of the Company against judgments, fines, settlements
and other expenses arising from such person's agency relationship with the
Company provided that the standard of conduct set forth therein is met. The
effect of Article VI is to require that the Company provide indemnification to
such agents to the maximum extent permitted by the Delaware General Corporation
Law. Agents covered by this indemnification provision include current and former
directors and officers 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
each of its directors and certain of its officers. The indemnification
agreements are based on the provisions of Section 145 of the Delaware General
Corporation Law and attempt to provide the directors and officers of the Company
with the maximum indemnification allowed under Delaware law. In certain
instances, they may result in an expansion of the substantive protection
available to such individuals under the Restated Certificate of Incorporation
and the Bylaws.
The Company currently maintains directors' and officers' liability
insurance.
Reference is also made to Section 8 of the Underwriting Agreement contained
in Exhibit 1.1 hereto, indemnifying officers and directors of the Registrant
against certain liabilities.
II-1
<PAGE> 17
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ --------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement between Registrant and Lehman Brothers,
Goldman, Sachs & Co., Montgomery Securities and Prudential Securities
Incorporated.
4.1 Preferred Shares Rights Agreement dated November 16, 1988.(1)
5.1 Opinion by Wilson, Sonsini, Goodrich & Rosati, Professional Corporation,
regarding legality of securities being registered.
23.1 Consent of Price Waterhouse LLP (see page II-4).
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-3)
27.1 Financial Data Schedule
</TABLE>
- ---------------
(1) Incorporated by reference to exhibits filed with the Registrant's Form 8-A
filed on November 21, 1988.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to provisions of the Company's Certificate of Incorporation
and Bylaws, Delaware Corporation Law, the Underwriting Agreement or otherwise,
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 Securities 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 incurred or 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 question 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 Securities Act and will be governed by the final adjudication
of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus 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.
II-2
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, LSI Logic Corporation, a corporation organized and existing under
the law of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 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 the 7th day of February, 1995.
LSI Logic Corporation
By: WILFRED J. CORRIGAN
-----------------------------------
Wilfred J. Corrigan,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wilfred J. Corrigan and David E. Sanders,
jointly and severally, his attorneys-in-fact, each with power of substitution,
for him in any and all capacities, to sign any amendments to this Registration
Statement (including post-effective amendments), 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, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
WILFRED J. CORRIGAN Chairman and Chief Executive Officer February 7, 1995
- ------------------------------------- (Principal Executive Officer)
Wilfred J. Corrigan
ALBERT A. PIMENTEL Senior Vice President, Finance and February 7, 1995
- ------------------------------------- Chief Financial Officer (Principal
Albert A. Pimentel Financial Officer and Principal
Accounting Officer)
T.Z. CHU Director February 7, 1995
- -------------------------------------
T.Z. Chu
MALCOLM R. CURRIE Director February 7, 1995
- -------------------------------------
Malcolm R. Currie
JAMES H. KEYES Director February 7, 1995
- -------------------------------------
James H. Keyes
R. DOUGLAS NORBY Director February 7, 1995
- -------------------------------------
R. Douglas Norby
</TABLE>
II-3
<PAGE> 19
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 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. We also consent to the
references to us under the headings "Experts" and "Selected Financial Data" in
such Prospectus. However, it should be noted that Price Waterhouse LLP has not
prepared or certified such "Selected Financial Data".
PRICE WATERHOUSE LLP
February 7, 1995
II-4
<PAGE> 1
EXHIBIT 1.1
DRAFT
2/7/95
2,750,000 SHARES
LSI LOGIC CORPORATION
COMMON STOCK
UNDERWRITING AGREEMENT
February __, 1995
LEHMAN BROTHERS INC.
GOLDMAN, SACHS & CO.
MONTGOMERY SECURITIES
PRUDENTIAL SECURITIES INCORPORATED
c/o Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
Dear Sirs:
LSI Logic Corporation, a Delaware corporation (the "Company"),
proposes to sell 2,750,000 shares (the "Firm Stock") of the Company's common
stock, par value $0.01 per share (the "Common Stock"). In addition, the
Company proposes to grant to the Underwriters named in Schedule 1 hereto (the
"Underwriters") an option to purchase up to an additional 412,500 shares of the
Common Stock on the terms and for the purposes set forth in Section 2 (the
"Option Stock"). The Firm Stock and the Option Stock, if purchased, are
hereinafter collectively called the "Stock." This is to confirm the agreement
concerning the purchase of the Stock from the Company by the Underwriters.
1. Representations, Warranties and Agreements of the
Company. The Company represents, warrants and agrees that:
(a) A registration statement on Form S-3 with respect to
the Stock has (i) been prepared by the Company in conformity with the
requirements of the United States Securities Act of 1933, as amended, (the
"Securities Act") and the rules and regulations (the "Rules and Regulations")
promulgated by the United States Securities and Exchange Commission (the
<PAGE> 2
"Commission") thereunder, (ii) been filed with the Commission under the
Securities Act and (iii) become effective under the Securities Act. Copies of
such registration statement and all amendments thereto have been delivered by
the Company to you. As used in this Agreement, "Effective Time" means the date
and the time as of which such registration statement, or the most recent
post-effective amendment thereto, if any, was declared effective by the
Commission; "Effective Date" means the date of the Effective Time; "Preliminary
Prospectus" means each prospectus included in such registration statement, or
amendments thereof, before it became effective under the Securities Act and any
prospectus filed with the Commission by the Company with the consent of the
Representatives pursuant to Rule 424(a) of the Rules and Regulations;
"Registration Statement" means such registration statement, as amended at the
Effective Time, including any documents incorporated by reference therein at
such time and all information contained in the final prospectus filed with the
Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance
with Section 5(a) hereof and deemed to be a part of the registration statement
as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules
and Regulations; and "Prospectus" means such final prospectus, as first filed
with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the
Rules and Regulations. Reference made herein to any Preliminary Prospectus or
to the Prospectus shall be deemed to refer to and include any documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the
Securities Act, as of the date of such Preliminary Prospectus or the
Prospectus, as the case may be, and any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any document filed under the United States Securities
Exchange Act of 1934 (the "Exchange Act") after the date of such Preliminary
Prospectus or the Prospectus, as the case may be, and incorporated by reference
in such Preliminary Prospectus or the Prospectus, as the case may be. The
Commission has not issued any order preventing or suspending the use of any
Preliminary Prospectus.
(b) The Registration Statement conforms, and the
Prospectus and any further amendments or supplements to the Registration
Statement or the Prospectus will, when they become effective or are filed with
the Commission, as the case may be, conform in all material respects to the
requirements of the Securities Act and the Rules and Regulations and do not and
will not, as of the applicable effective date (as to the Registration Statement
and any amendment thereto) and as of the applicable filing date (as to the
Prospectus and any amendment or supplement thereto) contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided that no
representation or warranty is made as to information contained in or omitted
from the Registration Statement or the Prospectus in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Underwriter specifically for inclusion therein.
(c) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the Commission, as
the case may be, conformed in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents
2.
<PAGE> 3
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances under which they were made; and
any further documents so filed and incorporated by reference in the Prospectus,
when such documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made.
(d) The Company and each of its Significant Subsidiaries
(as defined in Section 15) have been duly incorporated and are validly existing
as corporations in good standing under the laws of their respective
jurisdictions of incorporation, are duly qualified to do business and are in
good standing as foreign corporations in each jurisdiction in which their
respective ownership or lease of property or the conduct of their respective
businesses requires such qualification except to the extent that the failure to
be so qualified or be in good standing would not have a material adverse effect
on the Company and its subsidiaries taken as a whole, and have all corporate
power and authority necessary to own or hold their respective properties and to
conduct the businesses in which they are engaged.
(e) The Company has an authorized capitalization as set
forth in documents incorporated by reference in the Prospectus, and all of the
issued shares of capital stock of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and conform to the
description thereof contained in the Prospectus; and all of the issued and
outstanding shares of capital stock of each Significant Subsidiary of the
Company have been duly and validly authorized and issued and are fully paid and
non-assessable and are owned directly or indirectly by the Company in the
percentages set forth on Schedule 1(e) hereof, free and clear of all liens,
encumbrances, equities or claims.
(f) The unissued shares of the Stock to be issued and
sold by the Company to the Underwriters hereunder have been duly and validly
authorized and, when issued and delivered against payment therefor as provided
herein, will be duly and validly issued, fully paid and non-assessable; and the
Stock will conform to the description thereof contained in documents
incorporated by reference into the Prospectus.
(g) This Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding agreement of the
Company enforceable against the Company in accordance with its terms, except as
(i) the enforceability thereof may be limited by the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.
(h) The execution, delivery and performance of this
Agreement by the Company and the consummation of the transactions contemplated
hereby will not conflict with
3.
<PAGE> 4
or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any material indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Company or any of
its Significant Subsidiaries is a party or by which the Company or any of its
Significant Subsidiaries is bound or to which any of the properties or assets
of the Company or any of its Significant Subsidiaries is subject, nor will such
actions result in any violation of the provisions of the charter or by-laws of
the Company or any of its Significant Subsidiaries or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its Significant Subsidiaries or any of
their properties or assets; and, except for the registration of the Stock under
the Securities Act, and such consents, approvals, authorizations, registrations
or qualifications as may be required under the Exchange Act and applicable
state securities laws in connection with the purchase and distribution of the
Stock by the Underwriters, no consent, approval, authorization or order of, or
filing or registration with, any such court or governmental agency or body is
required for the execution, delivery and performance of this Agreement by the
Company and the consummation of the transactions contemplated hereby.
(i) There are no contracts, agreements or understandings,
which have not been waived in connection with this transaction, between the
Company and any person granting such person the right to require the Company to
file a registration statement under the Securities Act with respect to any
securities of the Company owned or to be owned by such person or to require the
Company to include such securities in the securities registered pursuant to the
Registration Statement or in any securities being registered pursuant to any
other registration statement filed by the Company under the Securities Act.
(j) Except as described in the Prospectus or documents
incorporated therein by reference, the Company has not sold or issued any
shares of Common Stock during the six-month period preceding the date of the
Prospectus, including any sales pursuant to Rule 144A under, or Regulations D
or S of, the Securities Act, other than shares issued pursuant to employee
benefit plans, stock options plans or other employee compensation plans or
pursuant to outstanding options, rights or warrants.
(k) Neither the Company nor any of its Significant
Subsidiaries has sustained, since the date of the latest audited consolidated
financial statements included or incorporated by reference in the Prospectus,
any material loss or interference with its business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus; and, since such date, there has not
been any change in the capital stock, other than the reservation of the Stock
and issuance of options and stock under employee benefit plans, or in long-term
debt of the Company or any of its Significant Subsidiaries or any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Prospectus or
the documents incorporated by reference therein.
4.
<PAGE> 5
(l) The consolidated financial statements (including the
related notes and supporting schedules) filed as part of the Registration
Statement or included or incorporated by reference in the Prospectus present
fairly the financial condition and results of operations of the entities
purported to be shown thereby, at the dates and for the periods indicated, and
have been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved.
(m) Except as described in the Prospectus or the
documents incorporated by reference therein, and except as would not result in
any material adverse effect upon the business of the Company and its
subsidiaries taken as a whole, the Company and each of its Significant
Subsidiaries own or possess adequate rights to use all material patents, patent
applications, trademarks, service marks, trade names, trademark registrations,
service mark registrations, copyrights and licenses necessary for the conduct
of their respective businesses as now conducted or as proposed to be conducted
as described in the Prospectus or the documents incorporated by reference
therein, and have no reason to believe that the conduct of their respective
businesses as now conducted or as proposed to be conducted as described in the
Prospectus or the documents incorporated by reference therein, will conflict
with, and have not received any notice of any claim of conflict with, any such
rights of others, except as the outcome of such claim of conflict would not
result in any material adverse effect upon the Company and its subsidiaries
taken as a whole.
(n) The conditions for use of Form S-3, as set forth in
the General Instructions thereto, have been satisfied.
(o) There are no contracts or other documents which are
required to be described in the Prospectus or filed as exhibits to the
Registration Statement by the Securities Act or by the Rules and Regulations
which have not been described in the Prospectus or filed as exhibits to the
Registration Statement or incorporated therein by reference as permitted by the
Rules and Regulations.
(p) The Company has filed all federal, state and local
income and franchise tax returns required to be filed through the date hereof
and has paid all taxes shown thereon, as due and no tax deficiency has been
determined adversely to the Company or any of its subsidiaries which has had
(nor does the Company have any knowledge of any tax deficiency which, if
determined adversely to the Company or any of its subsidiaries, will have a
material adverse effect on the consolidated financial position, stockholders'
equity, results of operations, business or prospects of the Company and its
subsidiaries, taken as a whole.
(q) Since the date as of which information is given in
the Prospectus through the date hereof, and except as may otherwise be
disclosed in the Prospectus or documents incorporated by reference herein, the
Company has not (i) issued or granted any securities except options and shares
of common stock issued on exercise of options and stock purchase rights granted
under the Company's stock option and benefit plans, (ii) incurred any liability
or obligation in excess of $_________, direct or contingent, other than
liabilities and obligations
5.
<PAGE> 6
which were incurred in the ordinary course of business, (iii) entered into any
transaction not in the ordinary course of business involving the payment of
more than $_________ or (iv) declared or paid any dividend on its capital
stock.
(s) The Company's directors and executive officers, who
collectively held as of December 31, 1994 an aggregate of 3,882,030 shares of
Common Stock and options to purchase Common Stock, have agreed that without the
consent of the Underwriters they will not offer, sell, contract to sell or
otherwise dispose of any shares of Common Stock or any securities convertible
into or exchangeable therefor for a period of 30 days from the date of the
Prospectus.
2. Purchase of the Stock by the Underwriters. On the
basis of the representations and warranties contained in, and subject to the
terms and conditions of, this Agreement, the Company agrees to sell 2,750,000
shares of the Firm Stock to the several Underwriters and each of the
Underwriters, severally and not jointly, agrees to purchase the number of
shares of the Firm Stock set opposite that Underwriter's name in Schedule 1
hereto.
In addition, the Company grants to the Underwriters an option
to purchase up to 412,500 shares of Option Stock. Such option is granted
solely for the purpose of covering over-allotments in the sale of Firm Stock
and is exercisable as provided in Section 4 hereof. Shares of Option Stock
shall be purchased severally for the account of the Underwriters in proportion
to the number of shares of Firm Stock set opposite the name of such
Underwriters in Schedule 1 hereto. The respective purchase obligations of each
Underwriter with respect to the Option Stock shall be adjusted by the
Underwriters so that no Underwriter shall be obligated to purchase Option Stock
other than in 100 share amounts. The price of both the Firm Stock and any
Option Stock shall be $_____ per share.
The Company shall not be obligated to deliver any of the Stock
to be delivered on the First Delivery Date or the Second Delivery Date (as
hereinafter defined), as the case may be, except upon payment for all the Stock
to be purchased on such Delivery Date as provided herein.
3. Offering of Stock by the Underwriters. The several
Underwriters propose to offer the Firm Stock for sale upon the terms and
conditions set forth in the Prospectus.
4. Delivery of and Payment for the Stock. Delivery of
and payment for the Firm Stock shall be made at the office of Wilson, Sonsini,
Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304, at 10:00
A.M., New York City time, on the fifth full business day following the date of
this Agreement or at such other date or place as shall be determined by
agreement between the Underwriters and the Company. This date and time are
sometimes referred to as the First Delivery Date." On the First Delivery Date,
the Company shall deliver or cause to be delivered certificates representing
the Firm Stock to the Underwriters against payment to or upon the order of the
Company of the purchase price by certified or official bank check or checks
payable in New York Clearing House (next-day) funds. Time
6.
<PAGE> 7
shall be of the essence, and delivery at the time and place specified pursuant
to this Agreement is a further condition of the obligation of each Underwriter
hereunder. Upon delivery, the Firm Stock shall be registered in such names and
in such denominations as the Underwriters shall request in writing not less
than two full business days prior to the First Delivery Date. For the purpose
of expediting the checking and packaging of the certificates for the Firm
Stock, the Company shall make the certificates representing the Firm Stock
available for inspection by the Underwriters in New York, New York, not later
than 2:00 P.M., New York City time, on the business day prior to the First
Delivery Date.
At any time on or before the thirtieth day after the date of
this Agreement the option granted in Section 2 may be exercised by written
notice being given to the Company by the Underwriters. Such notice shall set
forth the aggregate number of shares of Option Stock as to which the option is
being exercised, the names in which the shares of Option Stock are to be
registered, the denominations in which the shares of Option Stock are to be
issued and the date and time, as determined by the Underwriters, when the
shares of Option Stock are to be delivered; provided, however, that this date
and time shall not be earlier than the First Delivery Date nor earlier than the
second business day after the date on which the option shall have been
exercised nor later than the fifth business day after the date on which the
option shall have been exercised. The date and time the shares of Option Stock
are delivered are sometimes referred to as the "Second Delivery Date" and the
First Delivery Date and the Second Delivery Date are sometimes each referred to
as a "Delivery Date").
Delivery of and payment for the Option Stock shall be made at
the place specified in the first sentence of the first paragraph of this
Section 4 (or at such other place as shall be determined by agreement between
the Representatives and the Company) at 10:00 A.M., New York City time, on the
Second Delivery Date. On the Second Delivery Date, the Company shall deliver
or cause to be delivered the certificates representing the Option Stock to the
Underwriters against payment to or upon the order of the Company of the
purchase price by certified or official bank check or checks payable in New
York Clearing House (next-day) funds. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a
further condition of the obligation of each Underwriter hereunder. Upon
delivery, the Option Stock shall be registered in such names and in such
denominations as the Underwriters shall request in the aforesaid written
notice. For the purpose of expediting the checking and packaging of the
certificates for the Option Stock, the Company shall make the certificates
representing the Option Stock available for inspection by the Underwriters in
New York, New York, not later than 2:00 P.M., New York City time, on the
business day prior to the Second Delivery Date.
5. Further Agreements of the Company. The Company
agrees:
(a) To prepare the Prospectus in a form approved by the
Underwriters and to file such Prospectus pursuant to Rule 424(b) under the
Securities Act not later than Commission's close of business on the second
business day following the execution and delivery of this Agreement or, if
applicable, such earlier time as may be required by Rule 430A(a)(3)
7.
<PAGE> 8
under the Securities Act; to make no further amendment or any supplement to the
Registration Statement or to the Prospectus prior to the last Delivery Date
except as permitted herein; to advise the Underwriters, promptly after it
receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed and to furnish the
Underwriters with copies thereof; to file promptly all reports and any
definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of the Prospectus and for so long as the
delivery of a prospectus is required in connection with the offering or sale of
the Stock; to advise the Underwriters, promptly after it receives notice
thereof, of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or the
Prospectus, of the suspension of the qualification of the Stock for offering or
sale in any jurisdiction, of the initiation or threatening of any proceeding
for any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or the Prospectus or for additional
information; and, in the event of the issuance of any stop order or of any
order preventing or suspending the use of any Preliminary Prospectus or the
Prospectus or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;
(b) To furnish promptly to the Underwriters and to
counsel for the Underwriters a signed copy of the Registration Statement as
originally filed with the Commission, and each amendment thereto filed with the
Commission, including all consents and exhibits filed therewith;
(c) To deliver promptly to the Underwriters such number
of the following documents as the Underwriters shall reasonably request: (i)
conformed copies of the Registration Statement as originally filed with the
Commission and each amendment thereto (in each case excluding exhibits other
than this Agreement and the computation of per share earnings), (ii) each
Preliminary Prospectus, the Prospectus and any amended or supplemented
Prospectus and (iii) any document incorporated by reference in the Prospectus
(excluding exhibits thereto); and, if the delivery of a prospectus is required
at any time after the Effective Time in connection with the offering or sale of
the Stock or any other securities relating thereto and if at such time any
events shall have occurred as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be necessary
to amend or supplement the Prospectus or to file under the Exchange Act any
document incorporated by reference in the Prospectus in order to comply with
the Securities Act or the Exchange Act, to notify the Underwriters and to file
such document and to prepare and furnish without charge to each Underwriter and
to any dealer in securities as many copies as the Underwriters may from time to
time reasonably request of an amended or supplemented Prospectus which will
correct such statement or omission or effect such compliance.
8.
<PAGE> 9
(d) To file promptly with the Commission any amendment to
the Registration Statement or the Prospectus or any supplement to the
Prospectus that may, in the judgment of the Company or the Underwriters, be
required by the Securities Act or requested by the Commission;
(e) Prior to filing with the Commission any amendment to
the Registration Statement or supplement to the Prospectus, any document
incorporated by reference in the Prospectus or any Prospectus pursuant to Rule
424 of the Rules and Regulations, to furnish a copy thereof to the Underwriters
and counsel for the Underwriters and obtain the consent of the Underwriters to
the filing;
(f) As soon as practicable after the Effective Date to
make generally available to the Company's security holders and to deliver to
the Underwriters an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Securities Act
and the Rules and Regulations (including, at the option of the Company, Rule
158);
(g) For a period of five years following the Effective
Date, to furnish to the Underwriters copies of all materials furnished by the
Company to its stockholders and all public reports and all reports and
financial statements furnished by the Company to the principal national
securities exchange upon which the Common Stock may be listed pursuant to
requirements of or agreements with such exchange or to the Commission pursuant
to the Exchange Act or any rule or regulation of the Commission thereunder;
(h) Promptly from time to time to take such action as the
Underwriters may reasonably request to qualify the Stock for offering and sale
under the securities laws of such jurisdictions as the Underwriters may request
and to comply with such laws so as to permit the continuance of sales and
dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Stock except where such qualification would
require the Company to execute a general consent to service of process;
(i) For a period of 90 days from the date of the
Prospectus, not to offer for sale, sell or otherwise dispose of (or enter into
any transaction which is designed to, or could be expected to, result in the
disposition by any person of), directly or indirectly, any shares of common
stock or preferred stock or any securities convertible into or exercisable or
exchangeable for its common stock or preferred stock (including, but not
limited to rights, options, and warrants) other than the Stock, shares and
options issued pursuant to employee benefit plans, stock option plans or other
employee compensation plans existing on the date hereof (including shares being
added to such employee plans by amendments to such plans approved by the Board
of Directors on _____________________________), and shares of Preferred Stock
issued pursuant to the Rights (as defined in the Prospectus) without the prior
written consent of the Underwriters;
9.
<PAGE> 10
(j) Prior to the Effective Date, to apply for the listing
of the Stock on the New York Stock Exchange, Inc. and to use its best efforts
to complete that listing, subject only to official notice of issuance prior to
the First Delivery Date; and
(k) To apply the net proceeds from the sale of the Stock
being sold by the Company as set forth in the Prospectus.
6. Expenses. The Company agrees to pay (a) the costs
incident to the authorization, issuance, sale and delivery of the Stock and any
taxes payable in that connection; (b) the costs incident to the preparation,
printing and filing under the Securities Act of the Registration Statement and
any amendments and exhibits thereto; (c) the costs of distributing the
Registration Statement as originally filed and each amendment thereto and any
post-effective amendments thereof (including, in each case, exhibits), any
Preliminary Prospectus, the Prospectus and any amendment or supplement to the
Prospectus or any document incorporated by reference therein, all as provided
in this Agreement; (d) the costs of producing and distributing this Agreement
and any other related documents in connection with the offering, purchase, sale
and delivery of the stock; (e) the filing fees incident to securing any
required review by the National Association of Securities Dealers, Inc. of the
terms of sale of the Stock; (f) any applicable listing or other fees; (g) the
fees and expenses of qualifying the Stock under the securities laws of the
several jurisdictions as provided in Section 5(h) and of preparing, printing
and distributing a Blue Sky Memorandum (including related fees and expenses of
counsel to the Underwriters); and (h) all other costs and expenses incident to
the performance of the obligations of the Company under this Agreement;
provided that, except as provided in this Section 6 and in Section 11 the
Underwriters shall pay their own costs and expenses, including the costs and
expenses of their counsel, any transfer taxes on the Stock which they may sell
and the expenses of advertising any offering of the Stock made by the
Underwriters.
7. Conditions of Underwriters' Obligations. The
respective obligations of the Underwriters hereunder are subject to the
accuracy, when made and on each Delivery Date, of the representations and
warranties of the Company contained herein, to the performance by the Company
of its obligations hereunder, and to each of the following additional terms and
conditions:
(a) The Prospectus shall have been timely filed with the
Commission in accordance with Section 5(a); no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and any request of the Commission for inclusion
of additional information in the Registration Statement or the Prospectus or
otherwise shall have been complied with.
(b) No Underwriter shall have discovered and disclosed to
the Company on or prior to such Delivery Date that the Registration Statement
or the Prospectus or any amendment or supplement thereto contains an untrue
statement of a fact which, in the opinion of the Underwriters is material or
omits to state a fact which is material and is required to be
10.
<PAGE> 11
stated therein or is necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(c) All corporate proceedings and other legal matters
incident to the authorization, form and validity of this Agreement, the Stock,
the Registration Statement and the Prospectus, and all other legal matters
relating to this Agreement and the transactions contemplated hereby shall be
satisfactory in all respects to counsel for the Underwriters, and the Company
shall have furnished to such counsel all documents and information that they
may reasonably request to enable them to pass upon such matters.
(d) Wilson, Sonsini, Goodrich & Rosati shall have
furnished to the Underwriters its written opinion, as counsel to the Company,
addressed to the Underwriters and dated such Delivery Date, in form and
substance reasonably satisfactory to the Underwriters, to the effect that:
(i) The Company has been duly
incorporated and is a validly existing corporation in good standing under the
laws of its jurisdiction of incorporation and has all power and authority
necessary to own or hold its properties and to conduct the business in which it
is engaged;
(ii) The Company has an authorized
capitalization as set forth in the documents incorporated by reference into the
Prospectus, and during the course of the due diligence investigation conducted
by such counsel, nothing came to such counsel's attention which caused such
counsel to believe that the issued shares of capital stock of the Company had
not been duly and validly authorized and issued, or were not fully paid and
nonassessable;
(iii) There are no preemptive or other
rights to subscribe for or to purchase, nor any restriction upon the voting or
transfer of, any shares of the Stock pursuant to the Company's charter or
by-laws or any agreement or other instrument listed as an exhibit to the
Registration Statement or as an exhibit to any document incorporated by
reference in the Prospectus;
(iv) The Registration Statement was
declared effective under the Securities Act as of the date and time specified
in such opinion, the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) of the Rules and Regulations specified in such
opinion on the date specified therein and no stop order suspending the
effectiveness of the Registration Statement has been issued and, to the
knowledge of such counsel, no proceeding for that purpose is pending or
threatened by the Commission;
(v) The Registration Statement and the
Prospectus and any further amendments or supplements thereto made by the
Company prior to such Delivery Date (other than the financial statements and
related schedules therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the requirements of the
Securities Act and the Rules and Regulations; and the documents incorporated by
reference in
11.
<PAGE> 12
the Prospectus and any further amendment or supplement to any such incorporated
document made by the Company prior to such Delivery Date (other than the
financial statements, schedules and other financial statistical data, as to
which such counsel need express no opinion), when they became effective or were
filed with the Commission, as the case may be, complied as to form in all
material respects with the requirements of the Securities Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission thereunder;
(vi) To the best of such counsel's
knowledge, there are no contracts or other documents which are required to be
described in the Prospectus or filed as exhibits to the Registration Statement
by the Securities Act or by the Rules and Regulations which have not been
described or filed as exhibits to the Registration Statement or incorporated
therein by reference as permitted by the Rules and Regulations;
(vii) This Agreement has been duly
authorized, executed and delivered by the Company; and
(viii) The issue and sale of the shares of
Stock being delivered on such Delivery Date by the Company and the compliance
by the Company with all of the provisions of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach or violation of any of the terms or provisions of the
charter or by-laws of the Company or any statute or any order, rule or
regulation known to such counsel of any court or governmental agency or body
having jurisdiction over the Company or any of their properties or assets; and,
except for the registration of the Stock under the Securities Act and such
consents, approvals, authorizations, registrations or qualifications as may be
required under the Exchange Act and applicable state securities laws in
connection with the purchase and distribution of the Stock by the Underwriters,
no consent, approval, authorization or order of, or filing or registration
with, any such court or governmental agency or body is required for the
execution, delivery and performance of this Agreement by the Company and the
consummation of the transactions contemplated hereby.
In rendering such opinion, such counsel may state that its
opinion is limited to matters governed by the Federal laws of the United States
of America and the laws of the State of California and the General Corporation
Law of Delaware. Such counsel shall also have furnished to the Underwriters a
written statement, addressed to the Underwriters and dated such Delivery Date,
in form and substance satisfactory to the Underwriters, to the effect that (x)
such counsel has participated in conferences with the Underwriters and
representatives of the Company and its auditors in connection with the
preparation of the Registration Statement, and (y) based on the foregoing, no
facts have come to the attention of such counsel which lead it to believe that
(except for financial statements, schedules, and other statistical data as to
which counsel need not express any opinion) (I) the Registration Statement, as
of the Effective Date, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading in light of the
circumstances under which they were made, or that the Prospectus contains any
untrue statement of a material fact or omits to state a material fact required
to be stated therein or
12.
<PAGE> 13
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading (II) any document
incorporated by reference in the Prospectus or any further amendment or
supplement to any such incorporated document made by the Company prior to such
Delivery Date, when they became effective or were filed with the Commission as
the case may be, contained, in the case of a registration statement which
became effective under the Securities Act, any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein in light of the circumstances
under which they were made not misleading, or, in the case of other documents
which were filed under the Exchange Act with the Commission, an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The foregoing opinion and statement may be
qualified by a statement to the effect that such counsel does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus.
(e) Counsel to each of LSI Logic Europe plc, LSI Logic
K.K., Nihon Semiconductor, Inc., LSI Logic Corporation of Canada, Inc., LSI
Logic GmbH and LSI Logic S.A., shall have furnished to the Underwriters an
opinion as counsel to such subsidiary, addressed to the Underwriters and dated
such Delivery Date, in form and substance reasonably satisfactory to the
Underwriters, to the effect that, with respect to each such subsidiary:
(i) Such subsidiary is duly incorporated
(as applicable) and validly existing as a corporation in good standing under
the laws of the jurisdiction in which it is chartered or organized with full
corporate power and authority to own its properties and conduct its business as
presently conducted, and is duly qualified to do business and is in good
standing in each jurisdiction in which the character of the business conducted
by it or the location of the properties owned or leased by it makes such
qualification necessary, except where the failure to be so qualified would not
have a material adverse effect on the Company and its subsidiaries taken as a
whole;
(ii) All outstanding shares of capital
stock of such subsidiary have been duly authorized and issued and are fully
paid and nonassessable. As of this date, ______ shares of capital stock of
such subsidiary were issued and outstanding, ____________ of which were issued
to and owned by the Company. To the knowledge of such counsel, the shares of
capital stock issued to the Company are owned free and clear of any security
interest, claim, lien or encumbrance created by any ____________ statute, law
or governmental regulation or authority;
It is recognized and understood that the foregoing local
opinion requirements will be modified as necessary or appropriate to adapt the
legal concepts set forth therein to the comparable concepts as existing under
the jurisprudence of the applicable jurisdiction and to conform to generally
accepted local legal practices.
13.
<PAGE> 14
(f) David E. Sanders shall have furnished to the
Underwriters a written opinion, as general counsel to the Company, addressed to
the Underwriters and dated such Delivery Date, in form and substance reasonably
satisfactory to the Underwriters, to the effect that:
(i) To such counsel's knowledge, the
shares of capital stock of each of LSI Logic Europe plc, LSI Logic K.K., Nihon
Semiconductor, Inc., LSI Logic Corporation of Canada, Inc., LSI Logic GmbH and
LSI Logic S.A. issued to the Company are owned free and clear of any security
interest, claim, lien or encumbrance created by the Company;
(ii) To such counsel's knowledge and
other than as set forth in the Prospectus, there are no legal or governmental
proceedings pending to which the Company or any of its subsidiaries is a party
or of which any property or assets of the Company or any of its subsidiaries is
the subject which would require disclosure in the Prospectus; and, to such
counsel's knowledge, no such proceedings are overtly threatened in writing by
governmental authorities or by others;
(iii) The Company is duly qualified to do
business and is in good standing as a foreign corporation in each jurisdiction
in which its ownership or lease of property or the conduct of its business
requires such qualification (other than those jurisdictions in which the
failure to so qualify would not have a material adverse effect on the Company
and its subsidiaries taken as a whole);
(iv) To such counsel's knowledge, there
are no contracts or other documents which are described in the Prospectus or
required to be filed as exhibits to the Registration Statement or any filing by
the Company under the Exchange Act or by the Exchange Act or the Rules and
Regulations which have not been so described or filed or incorporated therein
by reference as permitted by the Exchange Act or the Rules and Regulations;
(v) The issue and sale of the shares of
Stock being delivered on such Delivery Date by the Company and the compliance
by the Company with all of the provisions of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under any document listed as an exhibit to the
Registration Statement or incorporated by reference into the Prospectus;
(vi) All of the issued shares of capital
stock of the Company have been duly and validly authorized and issued, and are
fully paid and nonassessable and conform to the description thereof contained
in the Prospectus; and
In rendering such opinion, such counsel may state that his
opinion is limited to matters governed by the Federal laws of the United States
of America, the laws of the State of
14.
<PAGE> 15
California and the General Corporation Law of Delaware. Such counsel shall
also have furnished to the Underwriters a written statement, addressed to the
Underwriters and dated such Delivery Date, in form and substance satisfactory
to the Underwriters, to the effect that (x) such counsel has acted as general
counsel to the Company on a regular basis and has acted as counsel to the
Company in connection with the preparation of the Registration Statement, and
(y) based on the foregoing, no facts have come to the attention of such counsel
which lead him to believe that (except for financial statements, schedules and
other statistical data as to which counsel need not express any opinion) (I)
the Registration Statement, as of the Effective Date, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, or that the
Prospectus contains any untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading (II) any document incorporated by reference in the Prospectus or
any further amendment or supplement to any such incorporated document made by
the Company prior to such Delivery Date, when they became effective or were
filed with the Commission as the case may be, contained, in the case of a
registration statement which became effective under the Securities Act, any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or, in the case of other documents which were filed under the
Exchange Act with the Commission, an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The foregoing opinion and statement may be qualified by a
statement to the effect that such counsel does not assume any responsibility
for the accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus.
(g) The Underwriters shall have received from Brobeck,
Phleger & Harrison, counsel for the Underwriters, such opinion or opinions,
dated such Delivery Date, with respect to the issuance and sale of the Stock,
the Registration Statement, the Prospectus and other related matters as the
Underwriters may reasonably require, and the Company shall have furnished to
such counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters.
(h) At the time of execution of this Agreement, the
Underwriters shall have received from Price Waterhouse a letter, in form and
substance satisfactory to the Underwriters, addressed to the Underwriters and
dated the date hereof (i) confirming that they are independent public
accountants within the meaning of the Securities Act and are in compliance with
the applicable requirements relating to the qualification of accountants under
Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date
hereof (or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the
Prospectus, as of a date not more than five days prior to the date hereof), the
conclusions and findings of such firm with respect to the financial information
and other matters
15.
<PAGE> 16
ordinarily covered by accountants' "comfort letters" to underwriters in
connection with registered public offerings.
(i) With respect to the letter of Price Waterhouse
referred to in the preceding paragraph and delivered to the Underwriters
concurrently with the execution of this Agreement (the "initial letter"), the
Company shall have furnished to the Underwriters a letter (the "bring-down
letter") of such accountants, addressed to the Underwriters and dated such
Delivery Date (i) confirming that they are independent public accountants
within the meaning of the Securities Act and are in compliance with the
applicable requirements relating to the qualification of accountants under Rule
2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the
bring-down letter (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Prospectus, as of a date not more than five days
prior to the date of the bring-down letter), the conclusions and findings of
such firm with respect to the financial information and other matters covered
by the initial letter and (iii) confirming in all material respects the
conclusions and findings set forth in the initial letter.
(j) The Company shall have furnished to the Underwriters
a certificate, dated such Delivery Date, of its Chairman of the Board, its
President or a Vice President and its Chief Financial Officer stating that:
(i) The representations, warranties and
agreements of the Company in Section 1 are true and correct as of such Delivery
Date; the Company has complied with all its agreements contained herein; and
the conditions set forth in Sections 7(a) and 7(k) have been fulfilled; and
(ii) They have carefully examined the Registration
Statement and the Prospectus and, in their opinion (A) as of the Effective
Date, the Registration Statement and Prospectus did not include any untrue
statement of a material fact and did not omit to state a material fact required
to be stated therein or necessary to make the statements therein in light of
the circumstances under which they were made not misleading, and (B) since the
Effective Date no event has occurred which should have been set forth in a
supplement or amendment to the Registration Statement or the Prospectus.
(k) (i) Neither the Company nor any of its
Significant Subsidiaries shall have sustained since the date of the latest
audited financial statements included or incorporated by reference in the
Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus or (ii) since such date there shall not
have been any change in the capital stock other than shares issued pursuant to
employee benefit plans, stock option plans or other employee compensation plans
or pursuant to outstanding options, rights or warrants, or in long-term debt of
the Company or any of its subsidiaries or any change, or any development
involving a prospective change, in or affecting the general affairs,
management, financial position,
16.
<PAGE> 17
stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Prospectus.
(l) Subsequent to the execution and delivery of this
Agreement there shall not have occurred any of the following: (i) trading in
securities generally on the New York Stock Exchange or the American Stock
Exchange or in the over-the-counter market, or trading in any securities of the
Company on any exchange or in the over-the-counter market, shall have been
suspended or minimum prices shall have been established on any such exchange or
such market by the Commission, by such exchange or by any other regulatory body
or governmental authority having jurisdiction, (ii) a banking moratorium shall
have been declared by Federal or state authorities, (iii) the United States
shall have become engaged in hostilities, there shall have been an escalation
in hostilities involving the United States or there shall have been a
declaration of a national emergency or war by the United States or (iv) there
shall have occurred such a material adverse change in general economic,
political or financial conditions (or the effect of international conditions on
the financial markets in the United States shall be such) as to make it, in the
judgment of a majority in interest of the several Underwriters, impracticable
or inadvisable to proceed with the public offering or delivery of the Stock
being delivered on such Delivery Date on the terms and in the manner
contemplated in the Prospectus.
(m) The New York Stock Exchange shall have approved the
Stock for listing subject only to official notice of issuance.
All opinions, letters, evidence and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Underwriters.
8. Indemnification and Contribution.
(a) The Company shall indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of the Securities Act, from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof (including, but
not limited to, any loss, claim, damage, liability or action relating to
purchases and sales of Stock), to which that Underwriter or controlling person
may become subject, under the Securities Act, Exchange Act, or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, (i) any untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus or in any amendment or supplement thereto filed with the Commission,
or (ii) the omission or alleged omission to state therein a material fact or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and shall reimburse each Underwriter and
each such controlling person promptly upon demand for any legal or other
expenses reasonably incurred by that Underwriter or controlling person in
connection with investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss,
17.
<PAGE> 18
claim, damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement or the Prospectus or in
any such amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by or on behalf of any Underwriter
specifically for inclusion therein and provided further that as to any
Preliminary Prospectus this indemnity agreement shall not inure to the benefit
of any Underwriter or any person controlling that Underwriter on account of any
loss, claim, damage, liability or action arising from the sale of Stock to any
person by that Underwriter if that Underwriter failed to send or give a copy of
the Prospectus (as the same may then be amended or supplemented if the Company
shall have furnished such amendment or supplement), to that person asserting
such loss, claim, damage, liability or action, and the untrue statement or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact in such Preliminary Prospectus was corrected in the
Prospectus, unless such failure resulted from non-compliance by the Company
with Section 5(b) or 5(c). The foregoing indemnity agreement is in addition to
any liability which the Company may otherwise have to any Underwriter or to any
controlling person of that Underwriter.
(b) Each Underwriter, severally and not jointly, shall
indemnify and hold harmless the Company, each of its directors, each of its
officers who signed the Registration Statement and each person, if any, who
controls the Company within the meaning of the Securities Act or Exchange Act,
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which the Company or any such director, officer
or controlling person may become subject, under the Securities Act, Exchange
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus or in any amendment or supplement
thereto filed with the Commission or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements in light of the circumstances under which they were made
therein not misleading, but in each case only to the extent that the untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company through the Underwriters by or on behalf of that Underwriter
specifically for inclusion therein, and shall reimburse through the
Underwriters the Company and any such director, officer or controlling person
for any legal or other expenses reasonably incurred by the Company or any such
director, officer or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred. The foregoing indemnity
agreement is in addition to any liability which any Underwriter may otherwise
have to the Company or any such director, officer or controlling person.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided,
18.
<PAGE> 19
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 8 except to the extent
it has been materially prejudiced by such failure and, provided further, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 8. If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assure
the defense thereof with counsel satisfactory to the indemnified party. After
notice from the indemnifying party to the indemnified party of its election to
assume the defense of such claim or action, the indemnifying party shall not be
liable to the indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs or investigation; provided,
however, that any indemnified party shall have the right to employ separate
counsel in any such action and to participate in the defense thereof but the
fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the employment thereof has been specifically authorized by the
indemnifying party in writing, (ii) such indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party and in the reasonable judgment of such counsel it is
advisable for such indemnified party to employ separate counsel or (iii) the
indemnifying party has failed to assume the defense of such action and employ
counsel reasonably satisfactory to the indemnified party, in which case, if
such indemnified party notifies the indemnifying party in writing that it
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such
action on behalf of such indemnified party, it being understood, however, that
the indemnifying party shall not, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys at any
time for all such indemnified parties, which firm shall be designated in
writing by the Underwriters, if the indemnified parties under this Section 8
consist of any Underwriter or any of their respective controlling persons, or
by the Company, if the indemnified parties under this Section consist of the
Company or any of the Company's directors, officers or controlling persons.
Each indemnified party, as a condition of the indemnity agreements contained in
this Section 8 shall use its best efforts to cooperate with the indemnifying
party in the defense of any such action or claim. No indemnifying party shall
be liable for any settlement of any such action effected without its written
consent (which consent shall not be unreasonably withheld), but if settled with
its written consent or if there be a final judgment of the plaintiff in any
such action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss of liability by reason of such
settlement or judgment.
(d) If the indemnification provided for in this Section 8
shall for any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 8(a) or 8(b) in respect of any loss, claim,
damage or liability, or any action in respect thereof, referred to therein,
then each indemnifying party shall, in lieu of indemnifying such indemnified
party,
19.
<PAGE> 20
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from
the offering of the Stock or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and the Underwriters on
the other with respect to the statements or omissions which resulted in such
loss, claim, damage or liability, or action in respect thereof, as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other with respect to such
offering shall be deemed to be in the same proportion as the total net proceeds
from the offering of the Stock purchased under this Agreement (before deducting
expenses) received by the Company on the one hand, and the total underwriting
discounts and commissions received by the Underwriters with respect to the
shares of the Stock purchased under this Agreement, on the other hand, bear to
the total gross proceeds from the offering of the shares of the Stock under
this Agreement, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the
Company or the Underwriters, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this Section 8 were to
be determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does
not take into account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the loss, claim,
damage or liability, or action in respect thereof, referred to above in this
Section 8 shall be deemed to include, for purposes of this Section 8(d), any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8(d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Stock underwritten by it and distributed to the public was
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise paid or become liable to pay by reason of any untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute as provided in this Section 8(d) are several in proportion to their
respective underwriting obligations and not joint. No party shall be liable for
contribution with respect to any action or claim settled without its consent;
provided, however, that such consent shall not be unreasonably withheld.
(e) The Underwriters severally confirm that the
statements with respect to the public offering of the Stock set forth on the
cover page of, and under the caption "Underwriting" in, the Prospectus are
correct and constitute the only information furnished in writing to the Company
by or on behalf of the Underwriters specifically for inclusion in the
Registration Statement and the Prospectus.
20.
<PAGE> 21
9. Defaulting Underwriters. If, on either Delivery
Date, any Underwriter defaults in the performance of its obligations under this
Agreement, the remaining non-defaulting Underwriters shall be obligated to
purchase the Stock which the defaulting Underwriter agreed but failed to
purchase on such Delivery Date in the respective proportions which the number
of shares of the Firm Stock set opposite the name of each remaining
non-defaulting Underwriter in Schedule 1 hereto bears to the total number of
shares of the Firm Stock set opposite the names of all the remaining
non-defaulting Underwriters in Schedule 1 hereto.
Nothing contained herein shall relieve a defaulting
Underwriter of any liability it may have to the Company for damages caused by
its default. If other underwriters are obligated or agree to purchase the
Stock of a defaulting or withdrawing Underwriter, either the Underwriters or
the Company may postpone the Delivery Date for up to seven full business days
in order to effect any changes that in the opinion of counsel for the Company
or counsel for the Underwriters may be necessary in the Registration Statement,
the Prospectus or in any other document or arrangement.
10. Termination. The obligations of the Underwriters
hereunder may be terminated by the Underwriters by notice given to and received
by the Company prior to delivery of and payment for the Firm Stock if, prior to
that time, any of the events described in Sections 7(k) or 7(l), shall have
occurred or if the Underwriters shall decline to purchase the Stock for any
reason permitted under this Agreement.
11. Reimbursement of Underwriters' Expenses. If (a) the
Company shall fail to tender the Stock for delivery to the Underwriters for any
reason permitted under this Agreement or (b) the Underwriters shall decline to
purchase the Stock for any reason permitted under this Agreement (including the
termination of this Agreement pursuant to Section 10, the Company shall
reimburse the Underwriters for the reasonable fees and expenses of their
counsel and for such other out-of-pocket expenses as shall have been incurred
by them in connection with this Agreement and the proposed purchase of the
Stock, and upon demand the Company shall pay the full amount thereof to the
Underwriters.
12. Notices, etc. All statements, requests, notices and
agreements hereunder shall be in writing, and:
(a) if to the Underwriters, shall be delivered or sent by
mail, telex or facsimile transmission to Lehman Brothers Inc., Three World
Financial Center, New York, New York 10285, Attention: Syndicate Department
(Fax: 212-528-8822), with a copy, in the case of any notice pursuant to Section
8(d), to the Director of Litigation, Office of the General Counsel, Lehman
Brothers Inc., 2 World Trade Center, 15th Floor, New York, NY 10048;
(b) if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: David E. Sanders, General Counsel (Fax:
408-433-6896),
21.
<PAGE> 22
Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof. The Company shall be entitled to act and rely upon
any request, consent, notice or agreement given or made on behalf of the
Underwriters by Lehman Brothers Inc. on behalf of the Underwriters.
13. Persons Entitled to Benefit of Agreement. This
Agreement shall inure to the benefit of and be binding upon the Underwriters,
the Company, and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
(A) the representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the
person or persons, if any, who control any Underwriter within the meaning of
Section 15 of the Securities Act and (B) the indemnity agreement of the
Underwriters contained in Section 8(c) of this Agreement shall be deemed to be
for the benefit of directors of the Company, officers of the Company who have
signed the Registration Statement and any person controlling the Company within
the meaning of Section 15 of the Securities Act. Nothing in this Agreement is
intended or shall be construed to give any person, other than the persons
referred to in this Section 13, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained herein.
14. Survival. The respective indemnities,
representations, warranties and agreements of the Company and the Underwriters
contained in this Agreement or made by or on behalf on them, respectively,
pursuant to this Agreement, shall survive the delivery of and payment for the
Stock and shall remain in full force and effect, regardless of any
investigation made by or on behalf of any of them or any person controlling any
of them.
15. Definition of the Terms "Business Day" and
"Significant Subsidiary". For purposes of this Agreement, (a) "business day"
means any day on which the New York Stock Exchange, Inc. is open for trading
and (b) "Significant Subsidiary" shall mean each of LSI Logic Europe plc, LSI
Logic K.K., Nihon Semiconductor, Inc., LSI Logic Corporation of Canada, Inc.,
LSI Logic GmbH and LSI Logic S.A.
16. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of New York.
17. Counterparts. This Agreement may be executed in one
or more counterparts and, if executed in more than one counterpart, the
executed counterparts shall each be deemed to be an original but all such
counterparts shall together constitute one and the same instrument.
18. Headings. The headings herein are inserted for
convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement.
22.
<PAGE> 23
If the foregoing correctly sets forth the agreement between
the Company and the Underwriters, please indicate your acceptance in the space
provided for that purpose below.
Very truly yours,
LSI LOGIC CORPORATION
By______________________________________
Title___________________________________
Accepted:
LEHMAN BROTHERS INC.
GOLDMAN, SACHS & CO.
MONTGOMERY SECURITIES
PRUDENTIAL SECURITIES INCORPORATED
By LEHMAN BROTHERS INC.
By __________________________________________
Authorized Representative
23.
<PAGE> 24
SCHEDULE 1
<TABLE>
<CAPTION>
Number of
Underwriters Shares
- ------------ ---------
<S> <C>
LEHMAN BROTHERS INC. . . . . . . . . . . . . . . . . . . .
GOLDMAN, SACHS & CO. . . . . . . . . . . . . . . . . . . .
MONTGOMERY SECURITIES . . . . . . . . . . . . . . . . . .
PRUDENTIAL SECURITIES INCORPORATED . . . . . . . . . . . .
---------
Total 2,750,000
=========
</TABLE>
24.
<PAGE> 25
SCHEDULE 1(e)
LIST OF SUBSIDIARIES
<TABLE>
<CAPTION>
JURISDICTION OF DIRECT/INDIRECT
NAME OF SUBSIDIARY INCORPORATION OWNERSHIP
- ------------------ ------------- ---------
<S> <C> <C>
LSI Logic Europe plc United Kingdom 98%
LSI Logic Corporation
of Canada, Inc. Canada 56%
LSI Logic K.K. Japan 78%
Nihon Semiconductor, Inc. Japan 100%
LSI Logic GmbH Germany 98%
LSI Logic S.A. France 98%
</TABLE>
25.
<PAGE> 1
EXHIBIT 5.1
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
February 7, 1995
LSI Logic Corporation
1551 McCarthy Boulevard
Milpitas, CA 95035
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by LSI
Logic Corporation (the "Company") with the Securities and Exchange Commission
(the "Commission") on February 8, 1995 (as such may be further amended or
supplemented, the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of 3,162,500 shares of the
Company's Common Stock (the "Shares"). The Shares, which include up to 412,500
shares of Common Stock issuable pursuant to an over-allotment option granted to
the underwriters (the "Underwriters"), are to be sold to the Underwriters as
described in such Registration Statement for sale to the public. As counsel to
the Company in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
the Company in connection with the issuance and sale of the Shares.
Based on the foregoing, it is our opinion that, upon conclusion of the
proceedings being taken or contemplated by us, as your counsel, to be taken
prior to the issuance of the Shares and upon completion of the proceedings taken
in order to permit such transactions to be carried out in accordance with the
securities laws of various states where required, the Shares, when issued and
sold in the manner described in the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto, which has been approved by us.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
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