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As filed with the Securities and Exchange Commission on March 18, 1999
Registration No. ____-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
EMPLOYEE STOCK PURCHASE PLAN AMENDED
LSI LOGIC CORPORATION
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
(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>
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<S> <C> <C> <C> <C>
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Amount of
to be Registered Registered Price Per Unit* Offering Price* Registration Fee
- ----------------------------------------------------------------------------------------------------------
Common Stock 1,449,473 shares $26.125 $37,867,482 $11,475.00
- ----------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated in accordance with Rule 457(c) for the purpose of calculating the
registration fee on the basis of $26.125 per share, which was the average of
the high and low prices of the Common Stock on the New York Stock Exchange,
Inc. on March 16, 1999.
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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 "1934
Act");
(b) 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 1934 Act;
(c) 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 1934 Act; and
(d) The Company's Current Report on Form 8-K/A, filed on March 5,
1999, pursuant to Section 13 of the Exchange Act.
(e) The Company's Current Report on Form 8-K, filed on March 15,
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 1934 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.
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
<PAGE> 3
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933. Section 10 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
and officers of the Company, as well as the Company's directors and officers 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 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>
4.1 Registrant's International Employee Stock Purchase Plan. (1)
4.5 Registrant's Employee Stock Purchase Plan, as amended (2)
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 on Form S-8 (No. 333-12887) which became effective on September 27,
1996
(2) Incorporated by reference to exhibits filed with the Company's Registration
Statement on Form S-8 (No. 333-34285) which became effective on August 25, 1997
<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 of 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 10 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.
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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 ground 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 17th day
of March, 1999.
LSI LOGIC CORPORATION
By: /s/ R. Douglas Norby
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R. Douglas Norby
Executive Vice President, Finance and
Chief Financial Officer
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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
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<S> <C> <C>
/s/ Wilfred J. Corrigan Chief Executive Officer and March 16, 1999
- ------------------------------ Chairman of the Board of
(Wilfred J. Corrigan) Directors (Principal
Executive Officer)
/s/ R. Douglas Norby Executive Vice President, March 17, 1999
- ------------------------------ Finance and Chief Financial
(R. Douglas Norby) Officer (Principal Financial
and Accounting Officer)
/s/ T.Z. Chu Director March 16, 1999
- ------------------------------
(T.Z. Chu)
/s/ Malcolm R. Currie Director March 16, 1999
- ------------------------------
(Malcolm R. Currie)
Director March __, 1999
- ------------------------------
(James H. Keyes)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Registrant's International Employee Stock Purchase Plan. (1)
4.5 Registrant's Employee Stock Purchase Plan, as amended (2)
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 on Form S-8 (No. 333-12887) which became effective on September 27,
1996
(2) Incorporated by reference to exhibits filed with the Company's Registration
Statement on Form S-8 (No. 333-34285) which became effective on August 25, 1997
<PAGE> 1
EXHIBIT 5.1
March 11, 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 March 11, 1999 in
connection with the registration under the Securities Act of 1933, as amended
(the "1933 Act") of 1,149,473 additional shares of your Common Stock (the "ESPP
Shares"), reserved for issuance under the LSI Logic Corporation Employee Stock
Purchase Plan Amended (the "ESPP") and 300,000 shares of your Common Stock (the
"IESPP Shares" and collectively with the ESPP Shares, the "Shares") reserved for
issuance under the LSI Logic Corporation International Employee Stock Purchase
Plan (the "ESPP" and collectively with the ESPP, the "Plans"). As your legal
counsel, we have examined the Restated Certificate of Incorporation and Bylaws
of the Company, the Plans 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 and in
connection with the operation and administration of the Plans and the sale and
issuance of the Shares pursuant to the Plans.
In our opinion, the Shares, when issued and sold in the manner referred
to in the Plans and pursuant to the agreements which accompany the Plans, 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
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Employee Stock Purchase Plan Amended and
the International Employee Stock Purchase 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
San Jose, California
March 17, 1999
