LSI LOGIC CORP
8-K/A, 1999-07-09
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A

                                 AMENDMENT NO. 1



                                 CURRENT REPORT



                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 9, 1999



                              LSI LOGIC CORPORATION
- --------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



<TABLE>
<S>                                    <C>                            <C>
            DELAWARE                           0-11674                             94-2712976
- ----------------------------------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF        (COMMISSION FILE NUMBER)       (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)
</TABLE>


                             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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<PAGE>   2

ITEM 5. OTHER EVENTS.

Registrant filed a Registration Statement on Form S-3/A on June 29, 1999, which
was declared effective on July 1, 1999. The information that is set forth in the
Registrant's Press Release dated July 1, 1999 is incorporated herein by
reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

<TABLE>
<S>                 <C>
          99.1      Text of Press Release dated March 9, 1999 (incorporated by
                    reference to Exhibit 99.1 to the Report on Form 8-K filed by
                    the Registrant on March 15, 1999).

          99.2      Text of Press Release dated July 1, 1999.
</TABLE>


<PAGE>   3

     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 7, 1999                         By: /s/ R. Douglas Norby
                                               ---------------------------------
                                               R. Douglas Norby
                                               Executive Vice President, Finance
                                               and Chief Financial Officer

<PAGE>   4

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number      Description
- --------------      ------------------------------------------------------------
<S>                 <C>
     99.1           Text of Press Release dated March 9, 1999 (incorporated by
                    reference to Exhibit 99.1 to the Report on Form 8-K filed by
                    the Registrant on March 15, 1999).

     99.2           Text of Press Release dated July 1, 1999.
</TABLE>


<PAGE>   1

                                                                    EXHIBIT 99.2


FOR IMMEDIATE RELEASE                                               July 1, 1999

Media Contact: Kevin Brett -- 408-433-7150
Investor Contact: Diana Matley -- 408-433-4365


            LSI LOGIC CORPORATION ANNOUNCES THE EFFECTIVENESS OF S-3
                             REGISTRATION STATEMENT

MILPITAS, CA - LSI Logic Corporation (NYSE:LSI) today announced that a Form S-3
Registration Statement registering its outstanding 4 1/4 percent Convertible
Subordinated Notes due in 2004 has been declared effective today by the
Securities and Exchange Commission.

The company used the net proceeds of the offering of Convertible Subordinated
Notes, which was completed in March, to repay a portion of the bank debt
incurred to acquire Symbios, Inc. last August. The Registration Statement will
be used by selling security holders in reselling their notes and common stock
issued upon conversion of their notes. The company will not receive any of the
proceeds from the sale of the notes or the underlying common stock by any
selling security holder.

This news release does not constitute an offer to sell or the solicitation of an
offer to buy securities. Any offers of the securities were made only by means of
a private offering memorandum.

LSI Logic Corporation (NYSE:LSI), The System on a Chip Company(R), 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(R) 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 build submicron chips. The company
maintains a high level of quality, as demonstrated by its ISO 9000
certifications. LSI Logic is headquartered at 1551 McCarthy Boulevard, Milpitas,
CA 95035, 408-433-8000, www.lsilogic.com.


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