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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
Date of Report (date of earliest event reported): June 28, 1998
LSI LOGIC CORPORATION
_________________________________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 0-11674 94-2712976
_________________________________________________________________
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1551 McCarthy Boulevard
Milpitas, California 95035
_____________________________________________________________
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(408) 433-8000
Not Applicable
_________________________________________________________________
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 28, 1998, LSI Logic Corporation (the "Company")
entered into an agreement with Hyundai Electronics Industries
Co., Ltd, a corporation incorporated under the laws of the
Republic of Korea ("HEI"), and Hyundai Electronics America, a
California corporation ("HEA") and a subsidiary of HEI, to
acquire all of the outstanding capital stock of Symbios, Inc.
("Symbios"), a Delaware corporation and a wholly-owned subsidiary
of HEA. The Company agreed to acquire all of the outstanding
capital stock of Symbios from HEA for $760 million in cash,
including assumed liabilities and subject to adjustment in
certain circumstances. In addition, the Company will assume the
stock options outstanding under Symbios' employee stock option
plan. The transaction will be accounted for as a purchase. The
Company expects to fund the purchase price through a combination
of cash reserves and debt financing. Upon completion of the
transaction, Symbios will be a wholly-owned subsidiary of the
Company. Completion of this transaction is subject to regulatory
approval and other customary closing conditions.
The information that is set forth in the Registrant's News
Release dated June 29, 1998 is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Text of Press Release dated June 29, 1998.
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
A Delaware Corporation
Dated: July 1, 1998 By: /S/ R. Douglas Norby
____________________________________
R. Douglas Norby
Executive Vice President, Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
99.1 Text of News Release dated June 29, 1998.
FOR IMMEDIATE RELEASE CC98-35
Media Contact: Kevin Brett
408-433-7150
Investor Contact: Diana Matley
408-433-4365
LSI LOGIC AGREES TO ACQUIRE SYMBIOS, INC. FROM HYUNDAI IN $760
MILLION TRANSACTION
JUNE 29, 1998 -- MILPITAS, CA. -- LSI Logic Corporation (NYSE:
LSI) and Hyundai Electronics America (HEA) today announced a
definitive agreement under which LSI Logic will acquire Symbios,
Inc., HEA's wholly owned subsidiary, for $760 million, including
assumed liabilities, payable in cash.
LSI Logic anticipates completing the acquisition in its third
quarter ending September 30, and expects the transaction, which
will be accounted for as a purchase, to be accretive to the
company's earnings per share in 1999. LSI Logic noted that it
will take certain in-process Symbios technology write-offs in
1998 as a result of the transaction.
Upon completion of the transaction, Symbios, Inc. will be a
wholly owned subsidiary of LSI Logic Corporation. Based on 1997
financial results, the combined revenues of the two companies in
that year would have been approximately $1.9 billion.
"This strategic acquisition will substantially broaden our
product portfolio, significantly enhance our growth
opportunities, build value for our shareholders, and benefit the
employees of both LSI Logic and Symbios," said Wilfred J.
Corrigan, LSI Logic chairman and chief executive officer.
"We are pleased that a company of LSI Logic's stature in the
global system-on-a-chip market will embrace Symbios," said Dr.
C.S. Park, CEO and president of Hyundai Electronics America. "We
fully anticipate that Symbios will continue to grow and prosper
in the coming years and will become an essential part of the LSI
Logic success story."
Symbios, Inc. designs, manufactures, and markets client/server
integrated circuits, cell-based application specific integrated
circuits (ASICs), host adapter boards (HABs), and storage
subsystems. The company, which had 1997 revenues of $620 million
and operating income of $70 million before non-recurring charges,
is a leader in the small computer system interface (SCSI) chip
and the global disk and tape-drive electronics markets.
"This major acquisition reflects our strategy of further
penetrating the high-end computing and storage markets," said
Corrigan. "The products manufactured by Symbios complement the
offerings we already provide to LSI Logic customers. This
strategic fit solidifies LSI Logic's position as a top worldwide
producer of system-on-a-chip solutions and establishes LSI Logic
as a leader in the global storage market."
Hyundai Electronics America acquired Symbios, Inc. in 1995. Prior
to the Hyundai acquisition, Symbios was operated as the
Microelectronics Products Division of AT&T Global Information
Systems. Symbios was originally established as a division of NCR
Corporation in 1972.
Completion of this transaction is subject to regulatory approval
and other customary closing conditions.
Safe Harbor for forward looking statements: The statements in
this news release relating to 1999 earnings per share and 1998 in
process technology writeoffs, involve known and unknown risks and
uncertainties, which may cause the company's actual results in
future periods to be materially different from any performance
suggested in this release. Such factors may include, but may not
necessarily be limited to fluctuations in customer demand, both
in timing and volumes, and in currency exchange rates. Also, the
company's ability to have available amount of production capacity
in a timely manner can significantly impact the company's
financial performance. The timing of new technology and product
introductions and risk of early obsolescence are also important
factors. Further, the company operates in an industry sector
where securities values are highly volatile and may be influenced
by economic and other factors beyond the company's control. In
the context of forward-looking information provided in this news
release, reference is made to the discussion of risk factors
detailed in the company's filings with the Securities and
Exchange Commission during the past 12 months.
LSI Logic Corporation (NYSE: LSI), The System on a Chip Company,
is a leading supplier of custom high-performance semiconductors
with operations worldwide. The company enables customers to build
complete systems on a single chip with its CoreWare design
program, thereby increasing performance, lowering system costs
and accelerating time to market. LSI Logic develops application
optimized products in partnership with trendsetting customers and
operates leading edge, high-volume manufacturing facilities to
promote submicron chips. The company maintains a high level of
quality, as demonstrated by its ISO 9000 certifications. LSI
Logic is headquartered at 1551 McCarthy Blvd., Milpitas,
California 95035, 408-433-8000, www.lsilogic.com.
Hyundai Electronics America, headquartered in San Jose,
California, is a U.S. subsidiary of Hyundai Electronics
Industries Co., Ltd., based in Seoul, Korea.
Symbios, Inc., headquartered in Fort Collins, Colorado, creates
solutions for moving and storing information. The company focuses
on developing partnerships with its customers, including original
equipment manufacturers and resellers in the storage, server,
