As filed with the Securities and Exchange Commission on November 3, 1997
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
POST EFFECTIVE AMENDMENT NUMBER ONE
TO
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)
LSI LOGIC CORPORATION
1991 EQUITY INCENTIVE PLAN
AMENDED AND RESTATED
LSI LOGIC CORPORATION
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)
This Post-Effective Amendment Number One shall hereafter become
effective in accordance with Rule 464 promulgated under the
Securities Act of 1933 as amended.
CALCULATION OF REGISTRATION FEE
No additional registration fee is due because no additional shares
are being registered.
Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 4. Description of Securities.
The class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934, as amended.
With respect to securities to be offered to employees of
the LSI Logic Corporation (the "Company") or LSI Logic Israel
Ltd., a subsidiary corporation of the Company, which are subject
to the securities laws of the State of Israel, the following
legend shall apply:
"THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS
EXEMPTED LSI LOGIC CORPORATION AND LSI LOGIC ISRAEL LTD.
FROM THE REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A PERMIT
WITH REGARD TO THIS FORM S-8. NOTHING IN THE EXEMPTION
GRANTED SHALL BE CONSTRUED AS AUTHENTICATING THE MATTERS
CONTAINED IN THIS FORM S-8 OR AS AN APPROVAL OF THEIR
RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN OPINION AS TO
THE QUALITY OF THE SECURITIES OFFERED HEREBY."
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 laws 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-8 and has duly caused this
Post-Effective Amendment Number One to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on this 28
day of October, 1997.
LSI LOGIC CORPORATION
By: /s/ R. Douglas Norby
R. Douglas Norby
Executive Vice President,
Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment Number One to the Registration
Statement has been signed by the following persons in the capacities
and on this 28 day of October 1997.
Signature Title
/s/ Wilfred J. Corrigan Chief Executive Officer and
(Wilfred J. Corrigan) Chairman of the Board of Directors
(Principal Executive Officer)
/s/ R. Douglas Norby Executive Vice President, Finance
(R. Douglas Norby) and Chief Financial Officer
(Principal Financial and
Accounting Officer)
T.Z. Chu* Director
(T.Z. Chu)
Malcolm R. Currie* Director
(Malcolm R. Currie)
James H. Keyes* Director
(James H. Keyes)
*By: /s/ Wilfred J. Corrigan, Attorney-in-fact
EXHIBIT INDEX
Exhibit Number Description
3.1 Amended and Restated Certificate of Incorporation of
the Company filed September 20, 1997. (1)
4.1 International Employee Stock Purchase Plan. (2)
4.5 1991 Equity Incentive Plan Amended and Restated. (1)
5. Opinion of Counsel regarding legality of securities. (2)
5.1 Opinion of Counsel as to legality of securities. (1)
23.1 Consent of Independent Accountants. (1)
23.2 Consent of Independent Auditors. (2)
24.1 Power of Attorney. (1)(2)
(1) Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form S-8 (No. 333-34285) which became
effective on September 25, 1997
(2) Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form S-8 (No. 333-12887) which became
effective on September 27, 1996
