As filed with the Securities and Exchange Commission on September 27, 1996
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
LSI LOGIC CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-2712976
(State of Incorporation) (I.R.S. Employer Identification No.)
1551 McCarthy Boulevard
Milpitas, California 95035
(Address of Principal Executive Offices)
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
David E. Sanders
Vice President, General Counsel
LSI LOGIC CORPORATION
1551 McCarthy Boulevard, Milpitas, California 95035
(408) 433-8000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit* Price* Fee
Common Stock 300,000 shares $24.44 $7,332,000 $2,528.00
*Estimated in accordance with Rule 457(c) for the purpose of calculating the
registration fee on the basis of $24.44 per share, which was the average of
the high and low prices of the Common Stock on the New York Stock Exchange,
Inc. on September 25, 1996.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities
and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act");
(b) The Company's definitive proxy statement dated March 29, 1996, in
connection with the Company's Annual Meeting of Stockholders held May 10, 1996
filed pursuant to Section 14 of the 1934 Act;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996, filed pursuant to Section 13 of the 1934 Act;
(d) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed on August 29, 1989, pursuant to
Section 12(b) of the 1934 Act;
(e) The description of the Company's Preferred Share Purchase Rights contained
in the Company's Registration Statement on Form 8-A filed on November 21, 1988,
pursuant to Section 12(g) of the 1934 Act.
All documents filed by the Company pursuant to Sections 13(a) and (c), 14 and
15(d) of the 1934 Act on or after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933. Section 11 of the
Certificate of Incorporation and Article VI of the Bylaws of the Company
provide for indemnification of certain agents to the maximum extent
permitted by the Delaware General Corporation Law. Persons covered by
these indemnification provisions include current and former directors,
officers, employees and other agents of the Company, as well as persons,
who serve at the request of the Company as directors, officers, employees or
agents of another enterprise. In addition, the Company has entered into
indemnification agreements with its directors and officers pursuant to
which the Company has agreed to indemnify such individuals and to advance
expenses incurred in defending any action or proceeding to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
3.1 Restated Certificate of Incorporation of the Company filed May 4, 1987
as amended May 12, 1995. (1)
4.1 International Employee Stock Purchase Plan.
4.2 Stockholder Rights Plan dated November 16, 1988. (2)
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6).
__________________________
(1) Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form S-8 (No. 33-59987) which became
effective on June 2, 1995.
(2) Incorporated by reference to exhibits filed with the Company's Form 8-A
filed on November 21, 1988.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement of any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the Delaware General Corporation Law,
the By-Law provisions, Section 11 of the Certificate of Incorporation of
the registrant and the indemnification agreements described above in
Item 6, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered hereunder, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
LSI Logic Corporation, a corporation organized and existing under the laws of
the State of Delaware, certifies that it has reasonable ground to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milpitas, State of
California, on this 26th day of September, 1996.
LSI LOGIC CORPORATION
By: /s/ Albert A. Pimentel
Albert A. Pimentel
Senior Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wilfred J. Corrigan and Albert A.
Pimentel, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/ Wilfred J. Corrigan Chief Executive Officer and September 26, 1996
(Wilfred J. Corrigan) Chairman of the Board of
Directors (Principal
Executive Officer)
/s/ Albert A. Pimentel Senior Vice President, September 26, 1996
(Albert A. Pimentel) Finance and Chief Financial
Officer (Principal Financial
and Accounting Officer)
/s/ T.Z. Chu Director September 26, 1996
(T.Z. Chu)
/s/ Malcolm R. Currie Director September 26, 1996
(Malcolm R. Currie)
/s/ James H. Keyes Director September 26, 1996
(James H. Keyes)
/s/ R. Douglas Norby Director September 26, 1996
(R. Douglas Norby)
EXHIBIT INDEX
Exhibit
Number Description
3.1 Restated Certificate of Incorporation of the Company filed May 4,
1987 as amended May 12, 1995
4.1 International Employee Stock Purchase Plan
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of Counsel
24.1 Power of Attorney
Exhibit 4.1
LSI Logic Corporation
International Employee Stock Purchase Plan
Plan Document
September 1996
This International Employee Stock Purchase Plan must be read together with the
attached County Addendum for the country in which you are employed. Where
terms of the Country Addendum are inconsistent with those stated in this
document, the terms of the Country Addendum shall govern.
Revision Date: July, 1996
LSI Logic logo is a registered trademark of LSI Logic Corporation.
All other brand and product names may be trademarks of their respective
companies.
TABLE OF CONTENTS
General 1
Eligibility
Who May Participate 3
Enrollment
Enrolling in the International Purchase Plan 4
Participants in the United States Plan 5
Automatic Re-Enrollment in Subsequent Offering Period 6
Basic Terms
Purchase of Company Shares 7
Payroll Deductions 7
Changing Your Contribution Level 8
Exercise Price 9
Offering Period/Exercise Period 9
Exchange Rate 10
Transition Rules for Former United States Plan Participants 10
Determination of Fair Market Value 11
Examples 12
Automatic Early Transfer to a New Offering Period 13
Limitations on Company Shares You May Purchase 14
Use of Excess Funds 15
Termination of Plan Participation 16
Withdrawing from the International Purchase Plan 17
Designating Your Beneficiary 18
Nonassignability 19
Capital Changes 19
Conditions upon Issuance of Company Shares 20
Plan Administration
Administration of the International Purchase Plan 21
Designation of Employer Subsidiaries and Country Addenda 21
Third Party Fiduciaries 22
Amendment and Termination of the International Purchase Plan 22
Broker Accounts 23
General 23
Sale of Company Shares 23
Notices 23
Reports
Employee Stock Purchase Transmittals 25
Tax Consequences
Tax Implications of Purchasing and Selling Your Company Shares 26
Withholding and Employee-Paid Social Insurance 26
Other Information
Obtaining Additional Information 28
GENERAL
The Board of Directors of LSI Logic Corporation (the "Company") has
adopted the International Employee Stock Purchase Plan (the "International
Purchase Plan") in order to provide employees of designated LSI Logic
subsidiaries with the opportunity to enjoy the economic benefits of Common
Stock of the Company (the "Company Shares") at a discounted market price
through payroll deductions. Participation in the International Purchase
Plan is voluntary.
As used in this International Purchase Plan, "Company Board" means the Board of
Directors of the Company (or a committee appointed by such Board of Directors)
to administer the International Purchase Plan. As used in this document,
"Employer Subsidiary" means those subsidiaries of the Company that have been
designated by the Company as participants in the International Purchase Plan.
IMPORTANT NOTE:
An effort has been made to have the terms of the International Purchase Plan
apply to all International Purchase Plan participants regardless of the country
in which the participant is employed. Notwithstanding the foregoing, certain
different or additional terms may apply for the International Purchase Plan as
it applies to the country in which you are employed to accommodate local
requirements.
Those terms are set forth in attachments to this International Purchase Plan,
and each is referred to herein as a "Country Addendum".
Accordingly, this document must be read together with the Country Addendum that
applies to your Employer Subsidiary. Where terms of your Country Addendum are
different from those stated in this document, the terms of the Country Addendum
shall govern.
This International Purchase Plan, together with the attached Country Addendum,
if any, constitute part of a prospectus covering securities that have been
registered in the United States under the Securities Act of 1933.
ELIGIBILITY
Who May Participate
You qualify to participate in the International Purchase Plan and are therefore
an "Eligible Employee" if all of the following are true:
You are working as a regular employee of an Employer Subsidiary.
(Temporary employees are not eligible to participate in the International
Purchase Plan.)
You are regularly scheduled by an Employer Subsidiary to work for more than 20
hours per week and are working for an Employer Subsidiary more than five (5)
months in each calendar year.
You do not own five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company or of any subsidiary of the
Company, and
You are not an "Executive Officer" of the Company within the meaning of Section
16 of the United States Securities Exchange Act of 1934, as amended.
ENROLLMENT
Enrolling in the International Purchase Plan
An Eligible Employee may become a participant in the International Purchase Plan
by completing the attached subscription agreement ("International Purchase Plan
Subscription Agreement") authorizing payroll deductions and submitting it to
your Employer Subsidiary's payroll department (the "Payroll Department")
during an Open Enrollment Period.
There are two "Enrollment Dates" each calendar year: April 1 and October 1.
Open enrollment is held during March and September before each Enrollment Date
(the "Open Enrollment Periods").
You must submit a completed International Purchase Plan Subscription Agreement
during the Open Enrollment Period in order to participate as of the next
Enrollment Date if:
You are a new participant,
You wish to increase the percentage withheld, or
You are enrolling following a period of non-participation.
Open Enrollment occurs each March and September.
Your payroll deductions begin with the first payroll date after the Enrollment
Date.
If you miss the deadline for enrolling, you must wait until the next Open
Enrollment Period to enroll in the International Purchase Plan.
Participants in the United States Plan
Employees currently employed by an Employer Subsidiary and currently
participating in the Company Employee Stock Purchase Plan (the "United
States Plan") will no longer be eligible to participate in the United States
Plan for any Exercise Period under the United States Plan beginning after
September 30, 1996.
Your participation in the United States Plan will be automatically terminated
on September 30, 1996. Even if you are a participant in the United
States Plan, you must complete and submit an International Plan Subscription
Agreement during the Open Enrollment Period in September 1996 to participate
in the International Purchase Plan.
If you are a participant in the United States Plan throughout the Exercise
Period ending September 30, 1996, special rules regarding Exercise Price will
apply for calculation of your Exercise Price. (See Transition Rules for
Former United States Participants.)
Automatic Re-Enrollment in Subsequent Offering Period
A new Offering Period begins each April 1 and October 1; however, you may be
enrolled in only one Offering Period at a time. Once you have completed an
International Purchase Plan Subscription Agreement authorizing payroll
deductions to initially enroll in the International Purchase Plan, you will
be re-enrolled automatically as a participant in future Offering Periods
when an Offering Period in which you are currently enrolled ends UNLESS:
You withdraw from participation,
Your employment terminates,
You become otherwise ineligible to participate in the International
Purchase Plan, or your participation has terminated for any other reason,
Your Employer Subsidiary withdraws from the International Purchase Plan, or
The International Purchase Plan terminates.
BASIC TERMS
Purchase of Company Shares
The International Purchase Plan operates as a series of options granted to the
participating employees to purchase Company Shares at the end of each Exercise
Period at the Exercise Price. If you are properly enrolled and remain eligible,
you may exercise the option for a particular Exercise Period by remaining in
the International Purchase Plan through the Exercise Date. At the end of
each Exercise Period, your payroll deductions accumulated during the Exercise
Period shall be used by the Company to automatically purchase the maximum
number of whole shares of Company Shares that you are entitled to purchase
under the International Purchase Plan.
Payroll Deductions
You may contribute from 1% to 10% of your Eligible Compensation to the
International Purchase Plan. The percentage you deduct must be expressed in
whole numbers.
For purposes of the International Purchase Plan, your "Eligible Compensation"
means all regular straight time earnings. Unless otherwise expressly
provided in your Company Addendum, Eligible Compensation excludes, among
other things:
payments for overtime
shift premiums
incentive compensation
incentive payments
transportation allowances
meal allowances
dependent allowances
profit sharing
bonuses (including seasonal bonus)
disability pay (other than short term salary continuation)
commissions
other compensation
Unless otherwise required under the laws of your country (see your applicable
Country Addendum), there are no restrictions on the Employer Subsidiary's
use of such accumulated payroll deductions.
Changing Your Contribution Level
Once you are enrolled in the International Purchase Plan, at any time you may
reduce your contributions to a lower level (but not below 1% of your Eligible
Compensation). Reducing your contribution level does not change your Exercise
Price. To reduce your contribution level, submit a new International
Purchase Plan Subscription Agreement to your Payroll Department showing the
change in contribution level.
To increase your contribution level, you must submit a new International
Purchase Plan Subscription Agreement showing the change in contribution level.
The increased contribution level will not be effective until the Exercise
Period following the next Exercise Date. Your contribution level may be
increased to a maximum of 10%; however, increasing your contribution level
does not change your Exercise Price.
Offering Period/Exercise Period
An "Offering Period" lasts for 24 consecutive months unless you:
withdraw
cease to be an Eligible Employee, or
are automatically transferred to a new Offering Period.
Each 24-month Offering Period consists of four consecutive "Exercise Periods"
of six months each. Offering Periods begin either on April 1 or October 1.
An "Exercise Date" is the last date of each Exercise period within the
Offering Period, which is either March 31 or September 30. During any 24
month Offering Period, there will be four Exercise Dates on which purchases
of Company Shares will automatically be made for you using your accumulated
payroll deductions.
Exercise Price
Unless the special rules described in Transition Rules for Former United
States Plan Participants apply, the price (the "Exercise Price") paid for
Common Shares purchased under the International Purchase Plan on an Exercise
Date is equal to the lower of:
85% of the fair market value of the Company Shares on the first day of the
Offering Period in which the Exercise Date falls; or
85% of the fair market value of the Company Shares on the Exercise Date.
Exchange Rate
The exchange rate used for calculating the number of Company Shares to be
purchased with your payroll deductions is the applicable exchange rate
published in the Western Edition of the Wall Street Journal on the last
Thursday of the fiscal quarter ending closest to the Exercise Date.
Transition Rules for Former United States Plan Participants
Special transition rules are established with the objective of giving
participants in the United States Plan who are employed by Employer
Subsidiaries the benefit of the Exercise Price they enjoy under the United
States Plan as of September 30, 1996. The transition rules apply to you if:
You were a participant in the United States Plan through September 30, 1996;
The beginning of your 24-month Offering Period under the United States Plan
(the "United States Plan Enrollment Date") was April 1, 1995, or later;
You are eligible to participate in the International Purchase Plan as of
October 1, 1996, and you submit the International Purchase Plan Subscription
Agreement during the Open Enrollment Period in September 1996; and
The fair market value of the Company Shares is no less on September 30, 1996,
than it was on your United States Plan Enrollment Date.
If these transition rules apply to you, your initial "Offering Period" under
the International Purchase Plan will commence on October 1, 1996, and unless
earlier terminated under the provisions of Automatic Early Transfer to a New
Offering Period, the transitional Offering Period will end on that Exercise
Date 24 months after the commencement of your final Offering Period under the
United States Plan. Furthermore, during such transitional Offering Period
under the International Purchase Plan, the "Exercise Price" shall equal to
the lower of:
85% of the fair market value of the Company shares on the first day of your
last Offering Period under the United States Plan; or
85% of the fair market value of the Company Shares on the Exercise Date.
After the end of this transitional Offering Period, the general rules for
fixing the Exercise Price shall apply.
Determination of Fair Market Value
The fair market value of the Company Shares on a particular calendar date is
the closing price of the Company Shares on the New York Stock Exchange ("NYSE")
for that date in the United States, as reported in the Western Edition of the
Wall Street Journal. However, if a closing price is not available for a
particular date, then the fair market value to be used for that date will be
the closing stock price as of the last preceding trading day on the NYSE for
which a closing price is available. For example, if the first day of your
Offering Period falls on a Saturday, the closing price of the Company Shares
on the preceding Friday (or on the last preceding NYSE trading day, if that
Friday is not a business day) would be deemed the fair market value on the
first day of the Offering Period.
Examples
The examples below and the examples in the following sections are intended as
illustrations only and are not based on any actual or predicted value or
performance of Company Shares.
Fair Market Value Higher on Exercise Date than on First Day of Offering
Period
Let's assume that the fair market value of Company Shares was US$8.00 per
share on the first day of your Offering Period. Assume that on a future
Exercise Date in the Offering Period, the fair market value of the Common
Stock had risen to US$10.00 per share.
As illustrated below, your Exercise Price would be US$6.80:
The lower of:
85% x US$8.00= US$6.80 or
85% x US$10 .00= US$8.50
Your Exercise Price is US$6.80
Fair Market Value Lower on Exercise Date than on the First Day of Offering
Period
Let's assume that the fair market value of Company Shares was US$8.00 per share
on the first day of your Offering Period. Assume that the fair market value
of the Common Shares as of the next Exercise Date had decreased to US$7.00
per share.
As illustrated below your Exercise Price would be US$5.95.
The lower of:
85% x US$8.00 = US$6.80 or
85% x US$7.00 = US$5.95
Automatic Early Transfer to a New Offering Period
If the fair market value of the Company Shares is lower on an Exercise Date
than it was on the first day of the Offering Period, then you are
automatically withdrawn from that Offering Period immediately after your
purchase of Company Shares on such Exercise Date, and you will be
automatically re-enrolled in a new Offering Period commencing
immediately after that Exercise Date.
For example, in the second example described above, the fair market value on
the first day of your current Offering Period was US$8.00, but had declined
to US$7.00 on the Exercise Date. Regardless of how many months have elapsed
under your current Offering Period, you would be automatically withdrawn from
that Offering Period following your purchase of Company Shares on the Exercise
Date and you would be re-enrolled automatically in a new Offering Period
beginning the next day.
Limitation on Company Shares You May Purchase
At the beginning of each Offering Period, the maximum number of Company Shares
you may purchase during the Offering Period will be calculated. This maximum
number of Company Shares you may purchase during an Offering Period is four
times the number of Company Shares determined by dividing 10% of the annual
rate of your Eligible Compensation as of the first day of the Offering Period
by 85% of the fair market value of the Company Shares as of such day.
If, before the end of an Offering Period, you purchase the maximum number of
Company Shares available to you to purchase during that Offering Period you will
continue to be enrolled in the International Purchase Plan but you will not
be permitted to make any further purchases during that Offering Period.
No employee will be permitted to buy, pursuant to the International Purchase
Plan (or any other employee stock purchase plans of the Company or its
subsidiaries,) Common Shares having a value of more than US$25,000 (determined
using the fair market value of the Company Shares on the first day of such
employee's Offering Period) in any calendar year. This means that your annual
payroll contributions cannot exceed US$21,250.
The Company Board initially reserved 300,000 Company Shares for purchase by all
participants under the International Purchase Plan. If the total number of
Company Shares to be purchased on any Exercise Date exceeds the remaining
reserved Company Share then available under the International Purchase Plan,
a pro rata allocation of the available Company Shares will be made among the
participants, and the International Purchase Plan will terminate unless
additional Company Shares are added to the International Purchase Plan.
Additional limitation on the number of Company Shares that an employee may
purchase apply for employees of certain Employer Subsidiaries. Please refer
to the appropriate Country Addendum.
Use of Excess Funds
Any contributions remaining in your account after the stock purchase has been
made for the current Exercise Date will be held in your account and applied to
purchase Common Shares on the next Exercise Date within the Offering Period
in which you are enrolled. Your International Purchase Plan Subscription
Agreement authorizes the Employer Subsidiary to retain any excess funds
remaining in your account after the last Exercise Date within an Offering
Period and apply them to purchase Common Shares during the next Offering
Period, in which you will be enrolled automatically as authorized by your
International Purchase Plan Subscription Agreement. All contributions held
in your account are held without accrual of interest, unless otherwise
required under the laws of your country (see your applicable Country Addendum).
Termination of Plan Participation
Your eligibility to participate in an Offering Period under the International
Purchase Plan is dependent on your maintaining continuous status as a regular
employee working at least 20 hours per week during the Offering Period.
Your continuous employee status would be broken by any interruption in or
termination of services as an employee, except in the case of a leave of
absence agreed to in writing by your Employer Subsidiary (an "Approved Leave
of Absence").
If the number of hours you are regularly scheduled to work drops below 20
hours per week, or if there is another kind of a break in your continuous
status as a regular employee (other than an Approved Leave of Absence), you
will be deemed to have withdrawn from the International Purchase Plan, and
the payroll deductions made since the last Exercise Date will be returned to
you without interest, unless the laws of your country otherwise require.
If your employment with an Employer Subsidiary terminates for any reason, all
payroll deductions made since the last Exercise Date will be returned to you
without interest, unless the laws of your country require otherwise. See the
appropriate Country Addendum.
Notwithstanding the above, your transfer from one Employer Subsidiary to
another Employer Subsidiary shall not alone be considered a break in your
continuous status as a regular employee. In the event of such a transfer,
however, your participation in thePlan would be subject to he Country Addendum
applicable to your new Employer Subsidiary.
Withdrawing from the International Purchase Plan
You may withdraw from the International Purchase Plan at any time by submitting
a notice of withdrawal to the Payroll Department of your Employer Subsidiary.
Your accumulated contributions will be returned to you without interest
(unless the laws of your country require otherwise - see the appropriate
Country Addendum) in the paycheck following receipt and processing of your
notice of withdrawal. After withdrawal, you may not re-enroll in the same
Offering Period, although you may enroll in future Offering Periods by
completing an International Purchase Plan Subscription Agreement and
submitting it to the Payroll Department during a later Open Enrollment
Period. If you re-enroll after withdrawal, you will have a different Exercise
Price determined as of the first day of the new Offering Period.
Designating Your Beneficiary
In the event of your death while you are enrolled in the International
Purchase Plan, your participation will immediately cease and no Company Shares
will thereafter be purchased for you. Subject to the laws of your country:
You may designate one or more beneficiaries in your International Purchase
Plan Subscription Agreement to receive your unused payroll deductions in the
event of your death.
Unused payroll deductions will be paid without interest.
You may change your beneficiary at any time by submitting a revised
International Purchase Plan Subscription Agreement to the Payroll Department
of your Employer Subsidiary. If no living beneficiary is designated,
payment of unused payroll deduction will be made to your estate.
Laws governing the disposition of decedent's property vary widely from country
to country. It is highly recommended that you consult with your own independent
legal counsel to make certain that you have taken all necessary steps to
ensure that your desired disposition of undistributed Company Sharers and
payroll deductions in the event of your death can be accomplished.
Nonassignability
Unless where otherwise required under local law, none of your rights or
accumulated payroll deductions under the International Purchase Plan may be
pledged, assigned, transferred or otherwise disposed of for any reason (other
than by will or the laws of descent and distribution). Any such attempt may
be treated as an election to withdraw from the International Purchase Plan.
Capital Changes
If the number of Company Shares outstanding is increased or decreased by way of
stock split, stock dividend or otherwise (but not including conversion of any
convertible debentures) without receipt of consideration by the Company,
appropriate adjustments will be made by the Company in the number of
Company Shares subject to purchase under the International Purchase Plan
by each participant and in the purchase price per share, subject to any
required action by the stockholders of the Company.
In the event of the proposed dissolution or liquidation of the Company, the
Offering Period then in progress will terminate immediately prior to the
consummation of such dissolution or liquidation unless otherwise provided
by the Company Board. In the event of the proposed sale of all or
substantially all of the assets of the Company or the merger of the
Company with or into another corporation, each participant's rights under
the International Purchase Plan will be assumed or an equivalent right will
be substituted by the successor corporation, unless the Company Board
determines, in its discretion, to accelerate the Exercise Date(s) for
all current participants.
All such adjustments shall be made by the Company Board, whose determination
in that respect shall be final, binding and conclusive. Unless expressly
stated above, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect the
number or price of shares of Company Stock under this International Purchase
Plan.
Conditions upon Issuance of Company Shares
Company Shares shall not be issued to you under this International Purchase
Plan unless the exercise of your option to purchase such Company Shares and
the issuanceand delivery of such Company Shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon
which the Company Shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.
PLAN ADMINISTRATION
Administration of the International Purchase Plan
The International Purchase Plan shall be administered by the Company Board.
All questions of interpretation or application of the International Purchase
Plan are determined in the sole discretion of the Company Board and its
decisions are final and binding upon all participants. No member of the
Company Board may participate in the International Purchase Plan.
No charges for administrative costs may be made against the payroll deductions
of a participant in the International Purchase Plan. Members of the Company
Board receive no additional compensation for their services in connection
with the administration of the International Purchase Plan.
Subject to such rules, procedures and instructions as may be adopted by the
Company Board, each participating Employer Subsidiary shall be responsible
for making all payroll deductions (including related withholding and social
insurance contributions) for its participating employees, for filing and
distributing all reports and disclosures that may be required under local
law, and for otherwise ensuring compliance with all applicable local laws
relating to administration of the International Purchase Plan.
Designation of Employer Subsidiaries and Country Addenda
The Company Board may designate any subsidiary of the Company as a
participatingEmployer Subsidiary in the International Purchase Plan.
The Company Board may, in addition, modify one or more provisions of
the Plan solely as it applies to such Employer Subsidiary. Any such
Country Addendum shall be attached to the copy of the International
Purchase Plan distributed to the Eligible Employees of the applicable
Employer Subsidiary.
Third Party Fiduciaries
Certain countries may prohibit employees from directly owning Company Shares
purchased on their behalf under the International Purchase Plan. If local
law so requires or if the Company Board determines that distribution of
proceeds could not be accomplished without undue liability or expense to
either the Company or yourEmployer Subsidiary, your Employer Subsidiary
may provide for maintenance of the accounts with a third party fiduciary
for your benefit. Please refer to your applicable Country Addendum to
determine whether such arrangements apply to you.
Amendment and Termination of the Plan
The Company Board may at any time amend or terminate the International
Purchase Plan or any particular Country Addendum, or withdraw an Employer
Subsidiary from the International Purchase Plan, except that such amendment
or termination will not adversely affect your participation in an Offering
Period for which you are already enrolled.
Broker Accounts
General
Unless otherwise provided in the applicable Country Addendum, an individual
brokerage account (the "Employee Account") with a broker selected by the
Company (the "Broker") will automatically be opened for you when you enroll
in the International Purchase Plan. The Employee Account set up for you is
only for Common Shares purchased through the International Purchase Plan.
Sale of Company Shares
At the close of each Exercise Period, the Company will provide the purchase
information to the Broker. The Broker will then credit each Employee Account
with the Company Shares purchased. You will be charged a commission at then
applicable Broker rates if you sell your Company Shares.
Notices
Any notice or other communication from you to the Company in connection with
the International Purchase Plan shall be considered properly given only if
and when it is received in the form specified by the Company at the
following location:
LSI Logic Corporation
Stock Administration
1551 McCarthy Blvd.
Mail Stop D-206
Milpitas, California 95035
Any notice or other communication from you to your Employer Subsidiary in
connection with the International Purchase Plan shall be considered
properly given only if andwhen it is received in the form specified
by the Employer Subsidiary at the location designated in the attached
Country Addendum.
The Employer Subsidiary and the Company may at any time change such notice
addresses upon prior written notice to you.
Reports
Employee Stock Purchase Transmittals
Twice a year, following each kExercise Date, you will receive an Employee
Stock Purchase transmittal, which will detail the number of Company Shares
purchased for you in the preceding Exercise Date, the price paid per share
and any remining cash balance.
TAX CONSEQUENCES
Tax Implications of Purchasing and Selling Your Company Shares
The Country Addendum applicable to you provides a brief summary of general
rules regarding the tax consequences in the country in which you are
employed. The Country Addendum does not purport to be a complete
description of all tax implications of participation in the International
Purchase Plan, nor does it purport to discuss theincome tax implications
of the International Purchase Plan under the laws of each state, province,
district or local government in which you may reside or otherwise be subject
to tax.
Withholding and Employee-Paid Social Insurance
Certain countries treat as taxable compensation the excess of the fair market
value of the Company Shares on the Exercise Date over the Exercise Price.
Certain countries also treat as taxable gain some or all of the excess, if
any, of the sale price over the fair market value of the Company Shares as
of the Exercise Date. (See your applicable Country Addendum.)
Some of those countries also require that the Employer Subsidiary withhold
and remit sums on behalf of the employee in respect of income taxes and/or
social insurance contributions. Any income, social or other taxes imposed
on you for the income arising from your participation in this International
Purchase Plan will be your responsibility.
The means by which this tax is satisfied will require that you pay all sums
to the Employer Subsidiary upon the purchase of Company Shares under the
International Purchase Plan, regardless of when you sell all or a portion
of those Company Shares.
The attached Country Addendum will describe the mechanism by which such
economic burden is passed to you.
You are strongly urged to consult your own tax advisor concerning the
application of the various tax laws which may apply to your particular
situation.
OTHER INFORMATION
Obtaining Additional Information
Upon written or oral request to the Company, you may obtain copies, without
charge, of any of the following documents, which are incorporated by
reference in the Section 10(a) prospectus:
The Company's Annual Report on Form 10-K for the most recent fiscal year;
The Company's definitive Proxy Statement for the Company's most recent
Annual Meeting of Stockholders;
The Company's Quarterly Report(s) on Form 10-Q for the quarter(s) ended
since the end of the Company's most recent fiscal year;
The description of the Company Shares contained in the Company's
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission of August 29, 1989;
All documents filed by the Company pursuant to Sections 13, 14 and 15(d)
of the Securities Exchange Act of 1934 after the date of the Registration
Statement under which securities described herein are registered.
In addition, upon written or oral request to the Company, you may obtain a
copy, without charge, of the Company's most recent Annual Report to
Stockholders.
Requests for any of the documents described above should be directed to:
LSI Logic Corporation
Stock Administration
1551 McCarthy Blvd.
Mail Stop D-206
Milpitas, California 95035
Phone 01 408 433 6810
For further information concerning the International Purchase Plan, contact
the LSI Logic Corporation Stock Administration Department.
COUNTRY ADDENDUM
(Canada)
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the International Purchase Plan. It is not intended
as tax advice or as a definitive or complete description of such tax
consequences. Actual tax consequences may vary depending upon your
individual circumstances; therefore, you are strongly advised to
consult your own independent tax advisor regarding tax consequences
of participation in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from your reported income and are not deductible.
The plan is not a qualified plan under Canadian tax law. Your purchase of
Company Shares under the International Purchase Plan will be treated as a
taxable event giving rise to taxable income equal to the difference (the
"Spread") between the fair market value as of the date of purchase of the
Company Shares and the purchase price actually paid under the International
Purchase Plan.
In addition, a second taxable event occurs upon your sale of the Company
Shares. On such sale, if there is a difference between the sale price of
the Company Shares and the fair market value of the Company Shares as of
the date of purchase under the International Purchase Plan, such sale will
give rise to taxable gain or loss, as the case may be. Consult your
individual tax advisor regarding the proper tax treatment of gain
or loss arising from such sales.
Your participation in the International Purchase Plan will be reported to
the Canadian taxing authorities. Your sale of the Company Shares will also
be reported as required.
Withholding/Social Insurance
Presently, there are no income tax withholding or employee social insurance
contributions payable in respect of the purchase of Company Shares under the
International Purchase Plan. If the laws of the country of your Employer
Subsidiary change with respect to this, you shall be required to reimburse
the Employer Subsidiary for any income tax withholding and any employee
social insurance contributions payable in respect of the purchase of
Company Shares under the International Purchase Plan.
Directors of the Employer Subsidiary Who Are Part-time Employees
Notwithstanding any contrary provision of the International Purchase Plan,
no individual who is a director on the Board of Directors of LSI Logic
Corporation of Canada, Inc., and who is not a full time employee of LSI
Logic Corporation of Canada, Inc., is eligible to participate in the
International Purchase Plan.
COUNTRY ADDENDUM
(Denmark)
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the International Purchase Plan. It is not intended
as tax advice or as a definitive or complete description of such tax
consequences. Actual tax consequences may vary depending upon your
individual circumstances; therefore, you are strongly advised to
consult your own independent tax advisor regarding tax consequences
of participation in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from your reported income and are not deductible.
Your purchase of Company Shares under the International Purchase Plan will
be treated as a taxable event giving rise to taxable income equal to the
difference (the
"Spread") between the fair market value as of the date of purchase of the
Company
Shares and the purchase price actually paid under the International Purchase
Plan.
Income tax withholding as well as both employer and employee social insurance
contributions will have to be paid in respect of such purchase in amounts
also based upon a percentage of the Spread. (See Withholding/Social Insurance,
below.)
In addition, a second taxable event may occur upon your sale of the Company
Shares. On such sale, if there is a difference between the sale price of
the stock and
the fair market value of the stock as of the date of purchase under the
International
Purchase Plan, such sale will give rise to taxable gain or loss. The tax
rate imposed on
such gain will depend on the length of time you have held the Company Shares.
Consult your individual tax advisor regarding the proper tax treatment of
gain or loss
arising from such sales.
Your participation in the International Purchase Plan will be reported to
the Danish
taxing authorities. Your sale of the Company Shares will also be reported
as required.
Withholding/Social Insurance
You shall be required to reimburse the Employer Subsidiary for any income
tax
withholding and any employee social insurance contributions payable in
respect of the
purchase of Company Shares under the International Purchase Plan. Your
Employer
Subsidiary shall furnish you a notice after the end of each Exercise Period
indicating
your liability to your Employer Subsidiary for social insurance contributions
and
withholding. Such reimbursement amount shall be payable upon demand. If not
paid
in time to be reported to your Payroll Department, such amount shall be
deducted from
your next paycheck(s).
COUNTRY ADDENDUM
(France)
Tax Consequences
The following summarizes the likely tax consequences related to participation
in the
International Purchase Plan. It is not intended as tax advice or as a
definitive or
complete description of such tax consequences. Actual tax consequences may
vary
depending upon your individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not
excluded from
your reported income and are not deductible.
This plan is not a qualified plan under French law. Your purchase of
Company
Shares under the International Purchase Plan will be treated as a taxable event
giving
rise to taxable income equal to the difference (the "Spread") between the fair
market
value as of the date of purchase of the Company Shares and the purchase price
actually paid under the International Purchase Plan. Both employer and
employee
social insurance contributions will also have to be paid in respect of such
purchase in amounts also based upon a percentage of the Spread. (See
Withholding/Social Insurance, below.)
In addition, a second taxable event occurs upon your sale of the Company
Shares.
On such sale, if there is a difference between the sale price of the Company
Shares
and the fair market value of the Company Shares as of the date of purchase
under the
International Purchase Plan, such sale will give rise to taxable gain or loss,
as the case
may be. Consult your individual tax advisor regarding the proper tax treatment
of gain
or loss arising from such sales.
Your participation in the International Purchase Plan will be reported to the
French
taxing authorities. Your sale of the Company Shares will also be reported as
required.
Withholding/Social Insurance
You shall be required to reimburse your Employer Subsidiary for any
employee
social insurance contributions payable in respect of the purchase of Company
Shares
under the International Purchase Plan. Your Employer Subsidiary shall furnish
you a
notice after the end of each Exercise Period indicating your liability to your
Employer
Subsidiary for social insurance contributions. Such reimbursement amount
shall be
payable upon demand. If not paid in time to be reported to your Payroll
Department,
such amount shall be deducted from your next paycheck(s).
Presently, there is no income tax withholding payable in respect of the
purchase of
Company Shares under the International Purchase Plan. If the laws of France
change
with respect to this, you shall be required to reimburse your Employer
Subsidiary for
any income tax withholding payable in respect of the purchase of Company Shares
under the International Purchase Plan.
COUNTRY ADDENDUM
(Germany)
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the
International Purchase Plan. It is not intended as tax advice or as a
definitive or
complete description of such tax consequences. Actual tax consequences may
vary
depending upon your individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from
your reported income and are not deductible.
Your purchase of Company Shares under the International Purchase Plan
will be
treated as a taxable event giving rise to taxable income equal to the
difference (the
"Spread") between the fair market value as of the date of purchase of the
Company
Shares and the purchase price actually paid under the International Purchase
Plan.
Income tax withholding as well as both employer and employee social insurance
contributions will have to be paid in respect of such purchase in amounts
also based
upon a percentage of the Spread. (See Withholding/Social Insurance, below.)
In addition, a second taxable event may occur upon your sale of the
Company
Shares. On such sale, if there is a difference between the sale price of the
Company
Shares and the fair market value of the Company Shares as of the date of
purchase
under the International Purchase Plan, such sale may give rise to taxable gain
or loss,
as the case may be depending on the length of time you have held the Company
Shares. Consult your individual tax advisor regarding the proper tax treatment
of gain
or loss arising from such sales.
Your participation in the International Purchase Plan will be reported to
the German
taxing authorities. Your sale of the Company Shares will also be reported as
required.
Withholding/Social Insurance
You shall be required to reimburse your Employer Subsidiary for any income
tax
withholding and any employee social insurance contributions payable in respect
of the
purchase of Company Shares under the International Purchase Plan. Your Employer
Subsidiary shall furnish you a notice after the end of each Exercise Period
indicating
your liability to your Employer Subsidiary for social insurance contributions
and
withholding. Such reimbursement amount shall be payable upon demand.
If not paid
in time to be reported to your Payroll Department, such amount shall be
deducted from
your next paycheck(s).
COUNTRY ADDENDUM
(Hong Kong)
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the
International Purchase Plan. It is not intended as tax advice or as a
definitive or
complete description of such tax consequences. Actual tax consequences may
vary
depending upon your individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from
your reported income and are not deductible.
Your purchase of Company Shares under the International Purchase Plan will
be
treated as a taxable event giving rise to taxable income equal to the difference
(the
"Spread") between the fair market value as of the date of purchase of the
Company
Shares and the purchase price actually paid under the International Purchase
Plan.
Under Hong Kong law presently, your sale of the Company Shares does not
give
rise to a taxable event. Consult your individual tax advisor regarding the
proper tax
treatment of gain or loss arising from such sales.
Your participation in the International Purchase Plan will be reported
to the Hong
Kong taxing authorities.
Withholding/Social Insurance
Presently, there are no income tax withholding or employee social
insurance
contributions payable in respect of the purchase of Company Shares under the
International Purchase Plan. If the laws of Hong Kong change with respect
to this, you
shall be required to reimburse your Employer Subsidiary for any income tax
withholding
and any employee social insurance contributions payable in respect of the
purchase of
Company Shares under the International Purchase Plan.
COUNTRY ADDENDUM
(Israel)
Immediate Sale of Shares
The Company will transfer Company Shares purchased with your payroll
deductions
under the International Purchase Plan to an account with a broker (the
"Broker") in the
name of an Israeli bank designated by the Company (the "Bank"), which Bank is
appointed to acting on behalf of the participating Israeli employees. In
other words, due
to Israeli law, Company Shares will not be directly transferred to you.
The Broker will
sell the Company Shares for the Bank, and the U.S. Dollar sale proceeds will be
exchanged into Israel currency and deposited with the Bank in Israel.
There, the funds will be allocated among the participating Israeli
employees according
to the Company Shares that the Bank held for each.
Once divided, your share of the funds will be deposited into separate
deposit
accounts opened in your name. The Bank will be authorized to charge against
your
account your proportionate share of fees arising from the sale of the Company
Shares
that the Broker will charge and both a dealer commission and transfer fees that
the
Bank will charge.
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the
International Purchase Plan. It is not intended as tax advice or as a
definitive or
complete description of such tax consequences. Actual tax consequences may
vary
depending upon your individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from
your reported income and are not tax deductible.
This plan is not a qualified plan under Israel law. The purchase and sale
of
Company Shares on your behalf will be treated as a taxable event giving rise to
taxable
income equal to the difference (the "Net Proceeds") between the total sale
proceeds
(net of commissions) and the purchase price actually paid under the
International
Purchase Plan. Income tax withholding as well as both employer and employee
social
insurance contributions will have to be paid in respect of such income in
amounts also
based upon the Net Proceeds. (See Withholding/Social Insurance, below.)
The purchase and sale of Company Shares on your behalf under the
International
Purchase Plan will be reported to the Israel taxing authorities.
Withholding/Social Insurance
Israel law requires your Employer Subsidiary to pay income tax withholding
and
social insurance contributions calculated on the basis of the Net Proceeds.
You shall
be required to reimburse your Employer Subsidiary for any such income tax
withholding
and any employee social insurance contributions payable in respect of the
purchase
and sale of Company Shares under the International Purchase Plan. Your Employer
Subsidiary shall furnish you a notice after the end of each Exercise Period
c indicating
your reimbursement liability to the Employer Subsidiary. Such reimbursement
amount
shall be payable upon demand. If the full amount is not paid by the time that
the next payroll is being calculated, your Employer Subsidiary shall be
authorized to
deduct the full amount from your next paycheck(s).
COUNTRY ADDENDUM
(Italy)
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the
International Purchase Plan. It is not intended as tax advice or as a
definitive or
complete description of such tax consequences. Actual tax consequences may
vary
depending upon your individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from
your reported income and are not deductible.
Your purchase of Company Shares under the International Purchase Plan will
be
treated as a taxable event giving rise to taxable income equal to the difference
(the
"Spread") between the fair market value as of the date of purchase of the
Company
Shares and the purchase price actually paid under the International Purchase
Plan.
In addition, a second taxable event occurs upon your sale of the Company
Shares.
On such sale, if there is a difference between the sale price of the Company
Shares
and the fair market value of the Company Shares as of the date of purchase
under the
International Purchase Plan, such sale will give rise to taxable gain or loss,
as the case
may be. Consult your individual tax advisor regarding the proper tax treatment
of gain
or loss arising from such sales.
Participation in the International Purchase Plan will be reported to the
Italian taxing
authorities. Your sale of the Company Shares will also be reported as required.
Withholding/Social Insurance
Presently, there are no income tax withholding or employee social insurance
contributions payable in respect of the purchase of Company Shares under the
International Purchase Plan. If the laws of Italy change with respect to
this, you shall be
required to reimburse your Employer Subsidiary for any income tax withholding
and any
employee social insurance contributions payable in respect of the purchase of
Company Shares under the International Purchase Plan.
COUNTRY ADDENDUM
(Korea)
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the
International Purchase Plan. It is not intended as tax advice or as a
definitive or
complete description of such tax consequences. Actual tax consequences may
vary
depending uponyour individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from
your reported income and are not deductible.
Your purchase of Company Shares under the International Purchase Plan will
be
treated as a taxable event giving rise to taxable income equal to the difference
(the
"Spread") between the fair market value as of the date of purchase of the
Company
Shares and the purchase price actually paid under the International Purchase
Plan.
Both employer and employee social insurance contributions will also have to be
paid in
respect of such purchase in amounts also based upon a percentage of the
Spread. (See Withholding/Social Insurance, below.)
In addition, a second taxable event occurs upon your sale of the Company
Shares.
On such sale, if there is a difference between the sale price of the Company
Shares
and the fair market value of the Company Shares as of the date of purchase
under the
International Purchase Plan, such sale will give rise to taxable gain or loss,
as the case
may be. Consult your individual tax advisor regarding the proper tax
treatment of gain
or loss arising from such sales.
Participation in the International Purchase Plan will be reported to the
Korean taxing
authorities. Your sale of the Company Shares will also be reported as
required.
Withholding/Social Insurance
You shall be required to reimburse your Employer Subsidiary for any
employee
social insurance contributions payable in respect of the purchase of Company
Shares
under the International Purchase Plan. Your Employer Subsidiary shall furnish
you a
notice after the end of each Exercise Period indicating your liability to the
Employer
subsidiary for social insurance contributions. Such reimbursement amount shall
be
payable upon demand. If not paid in time to be reported to your Payroll
Department,
such amount shall be deducted from your next paycheck(s).
Presently, there is no income tax withholding payable in respect of the
purchase of
Company Shares under the International Purchase Plan. If the laws of Korea
change
with respect to this, you shall be required to reimburse the Employer Subsidiary
for any
income tax withholding payable in respect of the purchase of Company Shares
under
the International Purchase Plan.
COUNTRY ADDENDUM
(Japan)
Direct Deposits into Employee Accounts
If you are an employee of LSI Logic's Japanese Employer Subsidiaries (LSI
Logic
Japan Semiconductor, LSI Logic K. K. and the Japan Branch of LSI Logic
International
Services, Inc.) and desire to participate in the International Purchase Plan, a
bank
account will be set up for you in your own name at a Japanese bank (the
"Employee
Gank Account"). In order to participate in the International Purchase Plan,
you must
direct your Employer Subsidiary to make a direct deposit into such Employee
Bank
Account of from 1% to 10% of your Eligible Compensation. In accordance
with your direction, the Employer Subsidiary will remit the relevant portion of
the
compensation to the Employee Bank Account. The percentage you instruct your
Employer Subsidiary to deposit must be expressed in whole numbers.
You may withdraw funds from the Employee Bank Account at any time. If you
withdraw from that account any funds in such account, however, you will be
deemed to
have withdrawn from the International Purchase Plan, regardless of whether any
funds
are left in the Employee Bank Account as of an Exercise Date. In such case, you
would
not be able to re-enroll in the International Purchase Plan until the next
Enrollment
Period.
You will not be able to deposit any other funds in the Employee Bank
Account.
If, as of the Exercise Date, you are still a participant in the
International Purchase
Plan, funds in the Employee Bank Account as of a particular Exercise Date
(excluding
interest) will be used to purchase Company Shares at the Exercise Price
calculated in
accordance with the International Purchase Plan.
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the
International Purchase Plan. It is not intended as tax advice or as a
definitive or
complete description of such tax consequences. Actual tax consequences may
vary
depending upon your individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Funds direct deposited under the International Purchase Plan to Employee
Bank
Accounts are not excluded from your reported income and are not deductible.
Your purchase of Company Shares will be treated as a taxable event giving
rise to
income likely to be characterized as "employment income" equal to the difference
(the
"Spread") between the fair market value as of the date of purchase of the
Company
Shares and the purchase price actually paid under the International Purchase
Plan.
This employment income will be taxed at the applicable marginal tax rate.
In addition, a second taxable event occurs upon your sale of the Company
Shares.
On such sale, if there is a difference between the sale price of the Company
Shares
and the fair market value of the Company Shares as of the date of purchase under
the
International Purchase Plan, such sale will give rise to taxable gain or loss,
as the case
may be. Consult your individual tax advisor regarding the calculation of
taxable gain or
loss arising out of such sales. (See "Withholding/Social Insurance" below.)
Your participation in the International Purchase Plan may be reported to
the
Japanese taxing authorities. Your sale of the Company Shares may also be
reported
as required.
Withholding/Social Insurance
Presently, there are no Japanese income tax withholding or employee social
insurance contributions payable in repect of the purchase of those Company
Shares. If
Japanese laws change with respect to this, you shall be required to reimburse
your
Employer Subsidiary for any income tax withholding and any employee social
insurance
contributions payable in respect of the purchase of Company Shares under the
International Purchase Plan.
Additional Limitation on Number of Shares Purchasable for Employees who are
Residents of Japan
In addition to the other limitations imposed under the International
Purchase Plan, a
limitation is imposed on the number of Common Shares that employees of the
Japanese Employer Subsidiaries as a group may pruchase under the International
Purchase Plan. If, with respect to any Exercise Date (the "Pro Ration
Exercise Date"),
the Company determines that it is necessary to limit purchases of Company
Shares on
behalf of their employees under the International Purchase Plan in order to
avoid
issuances of Company Shares in an aggregate amount of yen 500,000,000 or more
over any two year period, then:
(i) The Company shall use for the purpose of purchasing Company Shares
only
that portion (the "Subject Fraction") of the aggregate sum directly deposited
into
Employee Bank Accounts under the International Purchase Plan that the Company
believe maintain the aggregate yen amount of such purchases of Company Shares
below yen 500,000,000 over the two year period ending on the current Exercise
Date
(or
such other amount that the Company may determine as necessary or appropriate to
ensure compliance with applicable securities laws).
(ii) To the extent feasible without issuance of fractional shares, as
to each
participating employee employed by a Japanese Employer Subsidiary, the
Company
shall issue to the employee at the Exercise Price the maximum number of Company
Shares that can be purchased with the Subject Fraction of the funds (excluding
interest)
in the Employee Bank Account.
COUNTRY ADDENDUM
(Singapore)
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the
International Purchase Plan. It is not intended as tax advice or as a
definitive or
complete description of such tax consequences. Actual tax consequences may
vary
depending upon your individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from
your reported income and are not deductible.
Your purchase of Company Shares under the International Purchase Plan will
be
treated as a taxable event giving rise to taxable income equal to the difference
(the
"Spread") between the fair market value as of the date of purchase of the
Company
Shares and the purchase price actually paid under the International Purchase
Plan.
Under Singapore law presently, your sale of the Company Shares does not
give
rise to a taxable event.
Your participation in the International Purchase Plan will be reported to
the
Singapore taxing authorities.
Withholding/Social Insurance
Presently, there is no income tax withholding or employee social insurance
contributions payable in respect of the purchase of Company Shares under the
International Purchase Plan. If the laws of Singapore change with respect to
this, you
shall be required to reimburse your Employer Subsidiary for any income tax
withholding
and any employee social insurance contributions payable in respect of the
purchase of
Company Shares under the International Purchase Plan.
COUNTRY ADDENDUM
(Spain)
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the International Purchase Plan. It is not intended as tax
advice or as a definitive or
complete description of such tax consequences. Actual tax consequences may vary
depending upon your individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from
your reported income and are not deductible.
Your purchase of Company Shares under the International Purchase Plan will
be
treated as a taxable event giving rise to taxable income equal to the difference
(the
"Spread") between the fair market value as of the date of purchase of the
Company
Shares and the purchase price actually paid under the International Purchase
Plan. In
addition, a "payment-on-account" is added to your income and is calculated as a
percentage of the Spread. This "payment-on-account" is a cost borne by your
Employer Subsidiary. The "payment-on-account" is allowed as a credit against
your
personal income tax liability.
In addition, a second taxable event may occur upon your sale of the Company
Shares. On such sale, if there is a difference between the sale price of the
Company
Shares and the fair market value of the Company Shares as of the date of
purchase
under the International Purchase Plan, such sale may give rise to taxable
gain or loss,
as the case may be. Consult your individual tax advisor regarding the proper
tax
treatment of gain or loss arising from such sales.
Your participation in the International Purchase Plan will be reported to
the Spanish
taxing authorities. Your sale of the Company Shares will also be reported as
required.
Withholding/Social Insurance
Presently, there are no employee social insurance contributions payable in
respect
of the purchase of Company Shares under the International Purchase Plan. If the
laws
of Spain change with respect to this, you shall be required to reimburse the
Employer
Subsidiary for any employee social insurance contributions payable in respect of
the
purchase of Company Shares under the International Purchase Plan.
COUNTRY ADDENDUM
(Sweden)
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the
International Purchase Plan. It is not intended as tax advice or as a
definitive or
complete description of such tax consequences. Actual tax consequences may
vary
depending upon your individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from
your reported income and are not deductible.
Your purchase of Company Shares under the International Purchase Plan will
be
treated as a taxable event giving rise to taxable income equal to the difference
(the
"Spread") between the fair market value as of the date of purchase of the
Company
Shares and the purchase price actually paid under the International Purchase
Plan.
Social tax contributions will have to be paid with respect to the Spread.
(See
Withholding/Social Tax, below.)
In addition, a second taxable event occurs upon your sale of the Company
Shares.
On such sale, if there is a difference between the sale price of the Company
Shares
and the fair market value of the Company Shares as of the date of purchase under
the
International Purchase Plan, such sale will give rise to taxable gain or loss,
as the case
may be. Consult your individual tax advisor regarding the proper tax treatment
of gain
or loss arising from such sales.
Your participation in the International Purchase Plan may be reported to
the
Swedish taxing authorities. Your sale of the Company Shares may also be
reported as
required.
Withholding/Social Tax
You will be required to reimburse your Employer Subsidiary for any employee
social
tax contributions payable in respect of participation in the International
Purchase Plan.
Your Employer Subsidiary shall furnish you a notice after the end of each
Exercise
Period indicating your liability to your Employer Subsidiary for social tax
contributions.
Such reimbursement amount shall be payable upon demand. If not paid in time to
be
reported to your Payroll Department, such amount shall be deducted from your
next
paycheck(s).
Presently, there is no income tax withholding payable in respect of your
participation
in the International Purchase Plan. If the laws of Sweden change with respect
to this,
you shall be required to reimburse your Employer Subsidiary for any income tax
withholding payable in respect of your participation in the International
Purchase Plan.
COUNTRY ADDENDUM
(Taiwan)
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the
International Purchase Plan. It is not intended as tax advice or as a
definitive or
complete description of such tax consequences. Actual tax consequences may
vary
depending upon your individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from
reported income of the employee and are not deductible.
Your purchase of Company Shares will not be treated as a taxable event
under
current Taiwan law. An amount equal to the difference (the "Spread") between
the fair
market value as of the date of purchase of the Company Shares and the purchase
price actually paid under the International Plan will not be treated as
taxable income.
Under Taiwan law presently, your sale of the Company Shares should not
give rise
to a taxable event since the income would be regarded as foreign sourced income,
since the stock would be sold outside Taiwan. Consult your individual tax
advisor
regarding the proper tax treatment of gain or loss arising from such sales.
Withholding/Social Insurance
Presently, there are no income tax withholding or employee social insurance
contributions payable in respect of the purchase of Company Shares under the
International Purchase Plan. If the laws of Taiwan change with respect to this,
you shall
be required to reimburse your Employer Subsidiary for any income tax withholding
and
any employee social insurance contributions payable in respect of the purchase
of
Company Shares under the International Purchase Plan.
COUNTRY ADDENDUM
(United Kingdom)
Tax Consequences
The following summarizes the likely tax consequences related to
participation in the
International Purchase Plan. It is not intended as tax advice or as a
definitive or
complete description of such tax consequences. Actual tax consequences may
vary
depending upon your individual circumstances; therefore, you are strongly
advised to
consult your own independent tax advisor regarding tax consequences of
participation
in the International Purchase Plan.
Employee contributions to the International Purchase Plan are not excluded
from
reported income of the employee and are not deductible.
The plan is not an approved plan under United Kingdom law. Your purchase
of
Company Shares under the International Purchase Plan will be treated as a
taxable
event giving rise to taxable income equal to the difference (the "Spread")
between the
fair market value as of the date of purchase of the Company Shares and the
purchase
price actually paid under the International Purchase Plan.
In addition, a second taxable event occurs upon your sale of the Company
Shares.
On such sale, if there is a difference between the sale price of the Company
Shares
and the fair market value of the Company Shares as of the date of purchase
under the
International Purchase Plan, such sale will give rise to taxable gain or loss,
as the case
may be. Consult your individual tax advisor regarding the proper tax treatment
of gain
or loss arising from such sales.
Your participation in the International Purchase Plan will be reported to
the U.K.
taxing authorities. Your sale of the Company Shares will also be reported as
required.
Withholding/Social Insurance
Presently, there is no income tax withholding or employee social insurance
contributions payable in respect of the purchase of Company Shares under the
International Purchase Plan. If the laws of the United Kingdom change with
respect to
this, you shall be required to reimburse the Employer Subsidiary for any income
tax
withholding and any employee social insurance contributions payable in respect
of the
purchase of Company Shares under the International Purchase Plan.
Exhibit 5.1
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone 415-493-9300 Facsimile 415-493-6811
September 23, 1996
LSI Logic Corporation
1551 McCarthy Boulevard
Milpitas, CA 95035
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the
Securities and Exchange Commission on or about September 26, 1996 (the
"Registration
Statement"), in connection with the registration under the Securities Act of
1933, as
amended, of 300,000 shares of LSI Logic Corporation Common Stock (the "Shares")
to be
issued pursuant to the International Employee Stock Purchase Plan (the "Plan").
As your
legal counsel, we have examined the proceedings taken and are familiar with the
sale and
issuance of the Shares under the Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Purchase
Plan, the shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and
further consent to the use of our name wherever appearing in the Registration
Statement,
including any Prospectus constituting a part thereof, and any amendments
thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on
Form S-8 of LSI Logic Corporation of our report dated January 17, 1996 appearing
on
page 37 of the Annual Report on Form 10-K for the year ended December 31, 1995.
We
also consent to the incorporation by reference of our report on the Financial
Statement
Schedule, which appears of page S-2 of such Annual Report on Form 10-K.
PRICE WATERHOUSE
San Jose, California
September 25, 1996
