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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
November 20, 1998
Date of Report (Date of earliest event reported)
LSI LOGIC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 0-11674 94-2712976
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) No.)
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1551 McCarthy Boulevard
Milpitas, California 95035
(Address of principal executive offices)
(408) 433-8000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On November 20, 1998, the Board of Directors of LSI Logic
Corporation (the "Company") approved certain amendments to the Company's Bylaws.
The text of these amendments are filed as Exhibit 3.1 to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed as part of this report.
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Exhibit
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3.1 Certificate of Amendment of Bylaws of LSI Logic Corporation dated
November 20, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LSI LOGIC CORPORATION
Dated: December 8, 1998. By: /s/ Douglas Norby
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R. Douglas Norby
Executive Vice President Finance and
Chief Financial Officer (Principal
Financial and
Accounting Officer)
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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3.1 Certificate of Amendment of Bylaws of LSI Logic Corporation
dated November 20, 1998.
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF BYLAWS OF
LSI LOGIC CORPORATION
The undersigned Secretary of LSI Logic Corporation, hereby certifies
that on November 20, 1998, Sections 2.3 and 2.12 of the Bylaws of this
corporation were amended and a new Section 2.16 of the Bylaws of this
corporation was added by the Board of Directors of this corporation such that
such Sections read in their entirety as follows:
" 2.3 SPECIAL MEETING.
A special meeting of the stockholders may be called at any time
only by the board of directors, by the chairman of the board, by the
president or by the chief executive officer.
If a special meeting is called by any person or persons other
than the board of directors, the request shall be in writing, specifying
the time of such meeting and the general nature of the business proposed
to be transacted, and shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission to the
secretary of the corporation. No business may be transacted at such
special meeting otherwise than specified in such notice. The secretary,
upon receiving the request, shall cause notice to be given to the
stockholders entitled to vote, in accordance with the provisions of
Sections 2.4 and 2.5, and that a meeting will be held at the time
requested by the person or persons who called the meeting, not less than
thirty-five (35) nor more than sixty (60) days after the receipt of the
request. Nothing contained in this second paragraph of Section 2.3 shall
be construed as limiting, fixing or affecting the time when a meeting of
stockholders called by action of the board of directors may be held.
2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
CONSENTS.
(a) Actions other than Written Consent. For the purpose of
determining the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or the allotment
of any rights, or entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or other lawful purpose (other
than the expression of consent to corporate action in writing without a
meeting) the directors may fix, in advance, a record date, which, in the
case of a meeting of stockholders, shall not be more than 60 days nor
less than 10 days before the date of such meeting. If no record date is
fixed, the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders
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shall be at the close of business on the day next preceding the day on
which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held and the
record date for determining stockholders for any other purpose pursuant
to this Section 2.12(a) shall be at the close of business on the day on
which the board of directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to vote
at any meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.
(b) Action by Written Consent. In order that the
corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the board of
directors. Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall, by written
notice to the secretary, request the board of directors to fix a record
date. The board of directors may, at any time within ten (10) days after
the date on which such a request is received, adopt a resolution fixing
the record date (unless a record date has previously been fixed by the
first sentence of this Section 2.12(b)). If no record date has been
fixed by the board of directors pursuant to the first sentence of this
Section 2.12(b) or otherwise within ten (10) days of the date on which
such a request is received, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting,
when no prior action by the board of directors is required by applicable
law, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in Delaware, its
principal place of business, or to any officer or agent of the
corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery shall be by hand or by certified
or registered mail, return receipt requested. If no record date has been
fixed by the board of directors and prior action by the board of
directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without
a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.
In the event of the delivery, in the manner provided by this
Section 2.12(b), to the corporation of the requisite written consent or
consents to take corporate action and/or any related revocation or
revocations, the corporation may engage independent inspectors of
elections for the purpose of performing promptly a ministerial review of
the validity of the consents and revocations. For the purpose of
permitting the inspectors to perform such review, in the event such
inspectors are appointed, no action by written consent without a meeting
shall be effective until such date as such appointed independent
inspectors certify to the corporation that the consents delivered to the
corporation in accordance herewith represent at least the minimum number
of votes that would be necessary to take the corporate action. Nothing
contained in this Section 2.12(b) shall in any way be construed to
suggest or imply that the board of directors or any stockholder shall
not be entitled to contest the validity of any consent or revocation
thereof, whether before or after any certification by any
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independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation
with respect thereto, and the seeking of injunctive relief in such
litigation).
Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless,
within sixty (60) days of the earliest dated written consent received in
accordance with this Section 2.12(b), a written consent or consents
signed by a sufficient number of holders to take such action are
delivered to the corporation in the manner prescribed herein.
2.16 NOMINATIONS AND PROPOSALS
Nominations of persons for election to the board of directors and
the proposal of business to be considered by the stockholders may be
made at any meeting of stockholders only (a) pursuant to the
corporation's notice of meeting, (b) by or at the direction of the board
of directors or (c) by any stockholder of the corporation who was a
stockholder of record at the time of giving of notice provided for in
these bylaws, who is entitled to vote at the meeting and who complies
with the notice procedures set forth in this Section 2.16.
For nominations or other business to be properly brought before a
stockholders meeting by a stockholder pursuant to clause (c) of the
preceding sentence, the stockholder must have given timely notice
thereof in writing to the secretary of the corporation and such other
business must otherwise be a proper matter for stockholder action. To be
timely, a stockholder's notice shall be delivered to the secretary at
the principal executive offices of the corporation not later than the
close of business on the 60th day nor earlier than the close of business
on the 90th day prior to the meeting; provided, however, that in the
event that less than 65 days notice of the meeting is given to
stockholders, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the seventh (7th)
day following the day on which the notice of meeting was mailed. In no
event shall the public announcement of an adjournment of a stockholders
meeting commence a new time period for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth (a)
as to each person whom the stockholder proposes to nominate for election
or reelection as a director all information relating to such person that
is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (or any successor thereto) and Rule 14a-11 thereunder (or any
successor thereto) (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director
if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a reasonably detailed description of the
business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and
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address of such stockholder, as they appear on the corporation's books,
and of such beneficial owner, and (ii) the class and number of shares of
the corporation which are owned beneficially and of record by such
stockholder and such beneficial owner. Notwithstanding any provision
herein to the contrary, no business shall be conducted at a stockholders
meeting except in accordance with the procedures set forth in this
Section 2.16."
This Certificate of Amendment of Bylaws shall be effective as of this
20th day of November, 1998.
/s/ David E. Sanders
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David E. Sanders, Secretary
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