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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 21, 1999
LSI LOGIC CORPORATION
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(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 NO.)
INCORPORATION OR ORGANIZATION)
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1551 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
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(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(408) 433-8000
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On February 21, 1999, the Registrant entered into an Agreement and Plan of
Reorganization and Merger (the "Merger Agreement") with Stealth Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Registrant,
and SEEQ Technology Incorporated, a Delaware corporation ("SEEQ") pursuant to
which Registrant will acquire SEEQ. The Merger Agreement was amended on March 5,
1999 to make certain technical corrections to reflect the intent of the parties
thereto. Pursuant to the Merger Agreement, each outstanding share of Common
Stock, par value $0.01 per share, of SEEQ would be converted into the right to
receive that number of shares of Common Stock of Registrant equal to the
Exchange Ratio as defined in the Merger Agreement, which is incorporated herein
by reference.
Registrant filed a Registration Statement on Form S-4 on May 28, 1999, which was
declared effective at 5:00 p.m. E.T. on May 28, 1999.
On June 22, 1999 the stockholders of SEEQ approved the Merger. The closing was
completed on the June 22, 1999, at which time the Exchange Ratio was calculated
to be 0.0759. On that date the Registrant acquired all the outstanding capital
stock of SEEQ. Based on the number of shares of outstanding common stock of SEEQ
as of June 22, 1999 and the number of shares reserved for various SEEQ stock
plans, a maximum of 2,833,736 shares of LSI Logic Common Stock will be issued in
exchange for all outstanding shares of SEEQ Common Stock.
The information that is set forth in the Registrant's Press Release dated June
22, 1999 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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99.1 Agreement and Plan of Reorganization and Merger dated February 21,
1999, and amended March 5, 1999, among Registrant, Stealth Acquisition
Corporation and SEEQ Technology Incorporated (incorporated by
reference to Exhibit 99.1 to the Report on Form 8-K/A filed by the
Registrant on March 5, 1999).
99.2 Text of Press Release, dated as of February 22, 1999. (incorporated
by reference to Exhibit 99.2 to the Report on Form 8-K filed by the
Registrant on February 23, 1999)
99.3 Text of Press Release, dated as of June 22, 1999.
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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
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R. Douglas Norby
Executive Vice President, Finance
and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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99.1 Agreement and Plan of Reorganization and Merger dated February 21,
1999, and amended March 5, 1999, among Registrant, Stealth Acquisition
Corporation and SEEQ Technology Incorporated (incorporated by
reference to Exhibit 99.1 to the Report on Form 8-K/A filed by the
Registrant on March 5, 1999).
99.2 Text of Press Release, dated as of February 22, 1999. (incorporated
by reference to Exhibit 99.2 to the Report on Form 8-K filed by the
Registrant on February 23, 1999)
99.3 Text of Press Release, dated as of June 22, 1999.
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EXHIBIT 99.3
FOR IMMEDIATE RELEASE June 22, 1999
Media Contact: Kevin Brett, 408-433-7150
Investor Contact: Diana Matley, 408-433-4365
LSI LOGIC COMPLETES $106 MILLION SEEQ ACQUISITION
SEEQ SHAREHOLDERS APPROVE LSI LOGIC'S OFFER
MILPITAS, CA - LSI Logic Corporation (NYSE: LSI) today announced the completion
of the final step of its acquisition of SEEQ Technology, Inc., a leading
semiconductor designer of data communications devices for the Internet-driven
networking market.
At a meeting held this morning in Fremont, California, SEEQ Technology
shareholders approved LSI Logic's purchase of SEEQ. Under the terms of the
offer, SEEQ shareholders will receive LSI Logic Common Stock based on an
exchange ratio of .0759. The transaction is valued at approximately $106
million. LSI Logic intends to account for the SEEQ acquisition as a pooling of
interests. LSI Logic expects the transaction to be accretive to the company's
earnings per share in the second half of 1999.
"The SEEQ acquisition reflects LSI Logic's Internet business strategy and
immediately enhances our system-on-a-chip product portfolio for our customers,"
said John Daane, LSI Logic executive vice president of Communications, Computer
and ASIC Products. "LSI Logic will directly benefit from SEEQ's' strength in
Ethernet MAC and PHY transceiver solutions."
Daane said the SEEQ acquisition provides LSI Logic with additional mixed-signal
design expertise, a talented corps of engineers, and access to SEEQ Technology's
PHY transceiver IC technology. In addition, the SEEQ purchase brings to LSI
Logic networking standard products, and intellectual property that can be
incorporated into the company's CoreWare(R) library.
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS: The statements in this news release
relating to the effect of the acquisition on earnings per share 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 customer acceptance of the acquisition and continuing demand for SEEQ
products. Also, the company's ability to successfully combine SEEQ operations
with its own, including retaining key employees, can impact the company's
financial performance. The timing of new technology and product introductions
anticipated from the acquisition are also important factors. In the context of
forward-looking information 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.
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ABOUT LSI LOGIC 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 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.
ABOUT SEEQ TECHNOLOGY
SEEQ Technology, Inc. is a leading manufacturer of data communications
semiconductor products. Headquartered in Fremont, California, the company is a
LAN pioneer, having introduced the first integrated Ethernet controller in 1982.
SEEQ's product families include Gigabit Ethernet, Fast Ethernet (100Base-T),
Ethernet (10Base-2,-5, and -T) and ATM components. SEEQ leads the Ethernet Media
Access Controller (MAC) market, and offers the broadest line of Fast Ethernet
MACs and PHYs in the industry. The company's Ethernet solutions are used in
industry-leading applications including network interface cards,
hubs/bridges/routers, switches and test equipment. SEEQ is a contributing member
of the IEEE Fast Ethernet and Gigabit Ethernet committees, and the Gigabit
Ethernet Alliance (GEA). For further information about SEEQ and its products,
please visit the company's World Wide Web site at http://www.seeq.com, or phone
510-226-7400.
# # #
Editor's Notes:
1. The LSI Logic logo design, The System on a Chip Company and CoreWare are
registered trademarks of LSI Logic Corporation.
2. All other brand and product names may be trademarks of their respective
companies.
3. Additional information about LSI Logic Corporation is available at
www.lsilogic.com.
