<PAGE> 1
As filed with the Securities and Exchange Commission on June 24, 1999 to
Registration No. _____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
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
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Title of Securities Proposed Proposed Maximum
Amount of Amount to be Maximum Offering Aggregate Amount of
to be Registered Registered Price Per Unit* Offering Price* Registration Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 6,250,000 shares $43.97 $274,804,688 $76,396.00
===============================================================================================
</TABLE>
*Estimated in accordance with Rule 457(c) for the purpose of calculating the
registration fee on the basis of $43.97 per share, which was the average of the
high and low prices of the Common Stock on the New York Stock Exchange, Inc. on
the June 21, 1999.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K and 10-K/A for the fiscal
year ended December 31, 1998 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1999, filed pursuant to Section 13 of the Exchange Act.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on August 29, 1989,
pursuant to Section 12(b) of the Exchange Act;
(d) The description of the Company's Amended and Restated Preferred
Shares Rights Agreement contained in the Company's Registration
Statement on Form 8-A-12G/A filed on December 8, 1998, pursuant to
Section 12(g) of the Exchange Act; and
(e) The Company's Current Report on Form 8-K/A, filed on May 28, 1999,
pursuant to Section 13 of the Exchange Act.
(f) The Company's Current Report on Form 8-K, filed on June 2, 1999,
pursuant to Section 13 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a) and (c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
Section 11 of the Certificate of Incorporation and Article VI of the Bylaws of
the Company provide for indemnification of certain agents to the maximum extent
permitted by the Delaware General Corporation Law. Persons covered by these
indemnification provisions include current and former directors, officers,
employees and other agents of the Company, as well as persons, who serve at the
request of the Company as directors, officers, employees or agents of another
enterprise. In addition, the Company has entered into indemnification agreements
with its directors and officers pursuant to which the Company has agreed to
indemnify such individuals and to advance expenses incurred in defending any
action or proceeding to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company(1)
4.1 Amended and Restated Preferred Shares Rights Agreement, dated November
20, 1998(2)
4.5 1991 Equity Incentive Plan Amended and Restated(1)
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6).
</TABLE>
- --------------------------------------------------------------------------------
(1) Incorporated by reference to exhibits filed with the Company's
Registration Statement Form S-8 (No. 333-57563) filed June 24, 1998
(2) Incorporated by reference to exhibits filed with the Company's Form
8-A12G/A filed on December 8, 1998
3
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the Delaware General
Corporation Law, the By-Law provisions, Section 11 of the Certificate of
Incorporation of the registrant and the indemnification agreements described
above in Item 6, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered hereunder, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milpitas, State of California, on this 22nd day
of June, 1999.
LSI LOGIC CORPORATION
By: /s/ R. Douglas Norby
-------------------------------------
R. Douglas Norby
Executive Vice President, Finance and
Chief Financial Officer
5
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Wilfred J. Corrigan and R. Douglas Norby, jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman, Chief Executive Officer and Director June __, 1999
- ------------------------------------- (Principal Executive Officer)
Wilfred J. Corrigan
/s/ R. Douglas Norby Executive Vice President, Chief Financial June 22, 1999
- ------------------------------------- Officer and Director (Principal Financial
R. Douglas Norby Officer and Principal Accounting Officer)
/s/ T. Z. Chu Director June 22, 1999
- -------------------------------------
T.Z. Chu
/s/ Malcolm R. Currie Director June 22, 1999
- -------------------------------------
Malcolm R. Currie
/s/ James H. Keyes Director June 22, 1999
- -------------------------------------
James H. Keyes
/s/ Matthew J. O'Rourke Director June 22, 1999
- -----------------------------------------
Matthew J. O'Rourke
</TABLE>
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the
Company
4.1 Amended and Restated Preferred Shares Rights Agreement, dated
November 20, 1998
4.5 1991 Equity Incentive Plan Amended and Restated
5.1 Opinion of Counsel as to legality of securities being
registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 6).
</TABLE>
7
<PAGE> 1
EXHIBIT 5.1
June 24, 1999
LSI Logic Corporation
1551 McCarthy Blvd.
Milpitas, CA 95035
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to LSI Logic Corporation, a Delaware
corporation (the "Company" or "you") and have examined the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission on or about June 24,1999 in
connection with the registration under the Securities Act of 1933, as amended
(the "1933 Act") of 6,250,000 shares of your Common Stock (the "Shares"),
reserved for issuance under the LSI Logic Corporation 1991 Equity Incentive Plan
(the "Plan"). As your legal counsel, we have examined the Restated Certificate
of Incorporation and Bylaws of the Company, the Plan and such other documents of
the Company as we have deemed necessary or appropriate for the purposes of the
opinion expressed herein, and are familiar with the proceedings proposed to be
taken by you in connection with the operation and administration of the Plan and
the sale and issuance of the Shares pursuant to the Plan.
In our opinion, the Shares, when issued and sold in the manner referred
to in the Plan and pursuant to the agreements which accompany the Plan, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the LSI Logic Corporation 1991 Equity
Incentive Plan of our report dated February 22, 1999, which appears on page 58
of LSI Logic Corporation's Annual Report on Form 10/K and 10-K/A for the year
ended December 31, 1998 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ PricewaterhouseCoopers LLP
June 24, 1999
San Jose, California
