UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO.1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File Number: 0-11674
LSI LOGIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2712976
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1551 McCarthy Boulevard
Milpitas, California 95035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 433-8000
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange
Title of each class on which registered
Common Stock, $0.01 par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirement for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in the definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendments to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates
of the registrant, based upon the closing price of the Common Stock on
March 14, 1997 as reported on the New York Stock Exchange, was
approximately $4,274,366,613. Shares of Common Stock held by each
executive officer and director and by each person who owns 5% or more
of the outstanding Common Stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
As of March 14, 1997, registrant had 129,390,793 shares of Common Stock
outstanding.
This Form 10-K/A is being filed in order to restate Part III, Item 10
of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, previously filed with the Commission.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information concerning the Company's directors required by this
Item is incorporated by reference to "ELECTION OF DIRECTORS--Nominees"
in the Company's Proxy Statement.
The executive officers of the Company, who are elected by and serve at
the discretion of the Board of Directors, are as follows:
Name Age Position Employed Since
Wilfred J. Corrigan 59 Chairman and 1981
Chief Executive
Officer
Moshe N. Gavrielov 42 Executive Vice President, 1988
LSI Logic Products
Cyril F. Hannon 58 Executive Vice President, 1984
Worldwide Operations
W. Richard Marz 53 Executive Vice President, 1995
Geographic Markets
R. Douglas Norby 61 Executive Vice President and 1996
Chief Financial Officer
David E. Sanders 49 Vice President, General 1986
Counsel and Secretary
Lewis C. Wallbridge 53 Vice President, 1984
Human Resources
Except as set forth below, all of the officers have been associated
with the Company in their present position for more than the past
five years.
Moshe N. Gavrielov has been employed with the Company since November
1988. In May 1996, Mr. Gavrielov was named Executive Vice President,
LSI Logic Products. From February 1996 until May 1996, Mr. Gavrielov
served as Senior Vice President and General Manager of International
Marketing and Sales. From November 1994 until February 1996, Mr.
Gavrielov held the position of Senior Vice President, General Manager,
for the Company's European subsidiary, LSI Logic Europe plc. Mr.
Gavrielov was named Vice President, ASIC Engineering, in January 1991.
From January 1991 until December 1991, Mr. Gavrielov was Director, MIPS
Engineering.
In September 1995, W. Richard Marz was named Senior Vice President,
North American Marketing and Sales. From June 1986 until September
1995, Mr. Marz was Vice President, Sales & Marketing/The Americas, at
Advanced Micro Devices, Inc., a semiconductor manufacturer.
Mr. Norby has served as Executive Vice President and Chief Financial
Officer of the Company since November 1996. From September 1993 until
November 1996, Mr. Norby served as Senior Vice President and Chief
Financial Officer of Mentor Graphics Corporation. From July 1992 until
September 1993, Mr. Norby served as President and Chief Executive Officer
of Pharmetrix Corporation, a health care company located in Menlo Park,
California. Mr. Norby served as President and Chief Operating Officer
of Lucasfilm, Ltd. from February 1985 until May 1992. Additionally,
from 1989 until May 1992, Mr. Norby served as Chairman, President and
Chief Executive Officer of LucasArts Entertainment Company, a subsidiary
of Lucasfilm, Ltd. Mr. Norby has served as a member of the Board of
Directors of the Company since 1993. He also sits on the Board of
Directors of Epitope, Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
LSI LOGIC CORPORATION
Dated: May 8, 1997 By: ___/s/ DAVID E. SANDERS___________
David E. Sanders, Esq.
Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ WILFRED J. CORRIGAN
(Wilfred J. Corrigan)
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
May 8, 1997
/s/ R. DOUGLAS NORBY
(R. Douglas Norby)
Executive Vice President and Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer); Director
May 8, 1997
/s/ T.Z. CHU
(T.Z. Chu)
Director
May 8, 1997
/s/ MALCOLM R. CURRIE
(Malcolm R. Currie)
Director
May 8, 1997
/s/ JAMES H. KEYES
(James H. Keyes)
Director
May 8, 1997
By __/s/ DAVID E. SANDERS___________________
David E. Sanders, Attorney in Fact
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