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As filed with the Securities and Exchange Commission on December 14, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LSI LOGIC CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 3674 94-2712976
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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1551 McCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
(408) 433-8000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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DAVID G. PURSEL, ESQ.
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
LSI LOGIC CORPORATION
1551 McCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
(408) 433-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
LARRY W. SONSINI, ESQ.
KATHLEEN B. BLOCH, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common Stock, $0.01 par value..... 1,389,431 $22.725 $31,574,819.47 $8,335.75
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(1) Estimated solely for the purpose of computing the amount of the registration
fee, based on the average high and low trading price of the Common Stock
reported on the New York Stock Exchange Composite Tape on December 13, 2000
in accordance with Rule 457(c) under the Securities Act of 1933.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the SEC, acting pursuant to said Section 8(a), may
determine.
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This information in this prospectus is not complete and may be changed. The
selling stockholders named herein may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities, and the
selling stockholders are not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
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Subject to Completion dated: December 14, 2000
PROSPECTUS
1,389,431 SHARES
LSI LOGIC CORPORATION
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COMMON STOCK
($0.01 PAR VALUE)
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This prospectus relates to the public offering, which is not being
underwritten, of 1,389,431 shares of our common stock which is held by some of
our current stockholders.
The prices at which such stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
Our common stock is listed on the New York Stock Exchange Composite Tape
under the symbol "LSI." On December 13, 2000, the last reported sale price for
our common stock on the New York Stock Exchange Composite Tape was $21.61 per
share.
SEE "RISK FACTORS" BEGINNING AT PAGE 5 TO READ ABOUT CERTAIN FACTORS YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR STATE SECURITIES
REGULATORS HAVE APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is December 14, 2000.
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TABLE OF CONTENTS
Page
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Where You Can Find More Information....................................... 2
Special Note Regarding Forward-Looking Statements......................... 3
LSI Logic Corporation..................................................... 4
Risk Factors.............................................................. 5
Selling Stockholders...................................................... 11
Plan of Distribution...................................................... 13
Legal Matters............................................................. 14
Experts................................................................... 14
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You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The Selling Stockholders are offering to sell, and
seeking offers to buy shares of our common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of our common stock. In this
prospectus, "LSI Logic," "we," "us," and "our" refer to LSI Logic Corporation,
its predecessors and its consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference facilities in Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC
located at 7 World Trade Center, Suite 1300, New York, New York 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from the SEC's
web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this
offering is completed.
(1) Our Annual Report on Form 10-K for the year ended December 31,
1999;
(2) Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000, June 30, 2000, and September 30, 2000;
(3) Our Current Reports on Form 8-K dated January 26, 2000, February
15, 2000, February 24, 2000, April 27, 2000, May 24, 2000, July
26, 2000, July 28, 2000, October 25, 2000, and December 12,
2000;
(4) Our Definitive Proxy Statement on Schedule 14A dated March 24,
2000;
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(5) The description of our common stock contained in our registration
statement on Form 8-A dated August 29, 1989, including any
amendments or reports filed for the purpose of updating such
description; and
(6) The description of our Amended and Restated Preferred Shares
Rights Agreement in our Registration Statement on Form 8-A-12G/A
dated December 8, 1998.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations
LSI Logic Corporation
1551 McCarthy Boulevard
Milpitas, California 95035
(408) 433-8000
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements deal with our
current plans, intentions, beliefs and expectations and statements of future
economic performance. Statements containing terms such as "believes," "does not
believe," "plans," "expects," "intends," "estimates," "anticipates" and other
phrases of similar meaning are considered to contain uncertainty and are
forward-looking statements.
Forward-looking statements involve known and unknown risks and
uncertainties which may cause our actual results in future periods to differ
materially from what is currently anticipated. We make cautionary statements in
certain sections of this prospectus, including under "Risk Factors." You should
read these cautionary statements as being applicable to all related
forward-looking statements wherever they appear in this prospectus, in the
materials referred to in this prospectus, in the materials incorporated by
reference into this prospectus, or in our press releases.
No forward-looking statement is a guarantee of future performance, and
you should not place undue reliance on any forward-looking statement. The risks
set out below are not the only risks we face.
If any of the following risks occur, our business, financial condition
and results of operations could be materially adversely affected. In such case,
the trading price of our common stock could decline.
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LSI LOGIC CORPORATION
We are a leader in the design, development, manufacture and marketing of
high performance integrated circuits and highly scalable enterprise storage
systems.
Our integrated circuits are used in a wide range of communication
devices, including wireless, broadband, data networking and set-top box
applications. We also provide other types of integrated circuit products and
board-level products for network computing and high-performance storage
controllers and systems for storage area networks.
We operate in two segments - the semiconductor segment and the storage
area network ("SAN") systems segment, in which we offer products and services
for a variety of electronic systems applications. Our products are marketed
primarily to original equipment manufacturers ("OEMs") of products targeted for
applications in the four major markets that we believe will continue to grow
rapidly for the foreseeable future, which are:
- Broadband Communications;
- Networking Products;
- Storage Components; and
- Storage Area Networking Systems ("SAN systems").
In the semiconductor segment, we use advanced process technology and
design methodologies to design, develop, and manufacture highly complex
integrated circuits for the broadband communications, networking products, and
storage components markets. These integrated circuits include both
application-specific integrated circuits, commonly referred to as ASICs, and
standard products.
We have developed methods of designing integrated circuits based on a
library of building blocks of industry-standard electronic functions,
interfaces, and protocols. Among these is our CoreWare(R) design methodology.
Our advanced submicron manufacturing process technologies allow our customers to
combine one or more CoreWare library elements with memory and their own
proprietary logic to integrate a highly complex, system-level solution on a
single chip.
In the SAN systems segment, our enterprise storage systems are designed,
manufactured, and sold by our wholly owned subsidiary - LSI Logic Storage
Systems, Inc. Our high-performance, highly scalable open storage area network
systems and storage solutions are available directly through OEMs and through a
worldwide network of resellers under the MetaStor(R) brand for the data
warehousing, electronic commerce and internet applications.
Many of our customers are worldwide leaders in their end markets. Our
customers include:
- Cisco Systems, Inc.,
- Compaq Computer Corporation,
- Hewlett-Packard Company,
- IBM Corporation,
- NCR,
- Sony Corporation, and
- Sun Microsystems, Inc.
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We own and operate manufacturing facilities in the United States, Japan
and Hong Kong, where substantially all of our wafers are fabricated. We have
developed and use complementary metal oxide semiconductor ("CMOS") process
technologies to manufacture our integrated circuits. Our production operations
are fully computer-integrated to increase efficiency and reduce costs. The
factories in Gresham, Oregon and Tsukuba, Japan are ISO-9002 certified and the
facility in Colorado Springs, Colorado is ISO-9001 certified. These
certifications are important internationally recognized standards for quality.
We market our products and services worldwide through direct sales,
marketing and field technical staff and through independent sales
representatives and distributors. In addition, we specifically market our SAN
system products to original equipment manufacturers and end users through value
added resellers.
We were originally incorporated in California in 1980. In 1987, we were
reincorporated in Delaware. Our principal offices are located at 1551 McCarthy
Boulevard, Milpitas, California 95035, and our telephone number is (408)
433-8000.
RISK FACTORS
Keep these risk factors in mind when you read "forward-looking"
statements elsewhere in this Prospectus and in the documents incorporated herein
by reference. These are statements that relate to our expectations for future
events and time periods. Generally, the words, "anticipate," "expect," "intend"
and similar expressions identify forward-looking statements. Forward-looking
statements involve risks and uncertainties, and future events and circumstances
could differ significantly from those anticipated in the forward-looking
statements.
OUR PRODUCT AND PROCESS DEVELOPMENT ACTIVITIES OCCUR IN A HIGHLY
COMPETITIVE ENVIRONMENT. The semiconductor and SAN systems segments in which we
conduct business are characterized by rapid technological change, short product
cycles, and evolving industry standards. We believe our future success depends,
in part, on our ability to improve on existing technologies and to develop and
implement new ones in order to continue to reduce semiconductor chip size and
improve product performance and manufacturing yields. We must also be able to
adopt and implement emerging industry standards and to adapt products and
processes to technological changes. If we are not able to implement new process
technologies successfully or to achieve volume production of new products at
acceptable yields, our operating results and financial condition will be
adversely impacted.
In addition, we must continue to develop and introduce new products that
compete effectively on the basis of price and performance and that satisfy
customer requirements. We continue to emphasize engineering development and
acquisition of CoreWare building blocks and integration of our CoreWare
libraries into our design capabilities. Our cores and standard products are
intended to be based upon industry standard functions, interfaces and protocols
so that they are useful in a wide variety of systems applications. Development
of new products and cores often requires long-term forecasting of market trends,
development and implementation of new or changing technologies and a substantial
capital commitment. We cannot assure you that cores or standard products that we
select for investment of our financial and engineering resources will be
developed or acquired in a timely manner or will enjoy market acceptance.
WE OPERATE HIGHLY COMPLEX AND COSTLY MANUFACTURING FACILITIES. The
manufacture and introduction of our products is a complicated process.
Challenges we face in the manufacturing process include:
- maintaining a competitive manufacturing cost structure;
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- implementing the latest process technologies required to manufacture
new products;
- exercising stringent quality control measures to ensure
high yields;
- effectively managing the subcontractors engaged in the test and
assembly of products; and
- updating equipment and facilities as required for leading edge
production capabilities.
We do not control the timing or size of orders for our products. We
generally do not have long-term volume production contracts with our customers.
We may not be able to meet sudden increases in demand beyond our current
manufacturing capacity, which may result in additional capital expenditures and
production costs. In addition, order volumes below anticipated levels may result
in the under-utilization of our manufacturing facilities, resulting in higher
per unit costs, which could adversely impact our operating results and financial
condition.
OUR MANUFACTURING FACILITIES ARE SUBJECT TO DISRUPTION FOR REASONS
BEYOND OUR CONTROL. Our newest wafer fabrication site in Gresham, Oregon is a
highly complex, state-of-the-art facility. Anticipated production rates depend
upon the reliable operation and effective integration of a variety of hardware
and software components. We cannot give assurance that all of these components
will be fully functional or successfully integrated on time or that the facility
will achieve the forecasted yield targets. The capital expenditures required to
bring the facility to full operating capacity may be greater than we anticipate
and result in lower margins.
Operations at any of our primary manufacturing facilities, or at any of
our test and assembly subcontractors, may be disrupted for reasons beyond our
control, including work stoppages, fire, earthquake, floods, or other natural
disasters. Such an unexpected disruption could cause delays in shipments of
products to our customers and alternate sources for production may be
unavailable on acceptable terms. This could result in the cancellation of orders
or loss of customers.
WE HAVE SIGNIFICANT CAPITAL REQUIREMENTS TO MAINTAIN AND GROW OUR
BUSINESS. In order to remain competitive, we must continue to make significant
investments in new facilities and capital equipment. During 2001 we anticipate
that we will spend approximately $600 million on capital assets and that we will
be required to spend potentially larger amounts thereafter. We may seek
additional equity or debt financing from time to time and cannot be certain that
additional financing will be available on favorable terms, or at all. Moreover,
any future equity or convertible debt financing will decrease the percentage of
equity ownership of existing stockholders and may result in dilution, depending
on the price at which the equity is sold or the debt is converted. In addition,
the high level of capital expenditures that we require to remain competitive
results in relatively high fixed costs. If demand for our products does not
absorb additional capacity, the fixed costs and operating expenses related to
increases in our production capacity could have a material adverse impact on our
operating results and financial condition. As of September 30, 2000, we had
convertible notes outstanding of approximately $845 million.
WE ARE EXPOSED TO FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES. We
have international subsidiaries and distributors that operate and sell our
products globally. Further, we purchase a substantial portion of our raw
materials and manufacturing equipment from foreign suppliers, and incur labor
and other operating costs in foreign currencies, particularly in our Japanese
manufacturing facilities. As a result, we are exposed to the risk of changes in
foreign currency exchange rates or declining economic conditions in these
countries. We use forward exchange contracts to manage our exposure to currency
fluctuations. There is no assurance that these hedging transactions will
eliminate exposure to currency rate fluctuations that could affect our
operations and/or cash flows.
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WE DO BUSINESS IN EUROPE AND FACE RISKS ASSOCIATED WITH THE EURO. A new
European currency was implemented in January 1999 to replace the separate
currencies of eleven western European countries. This has required changes in
our operations as we modified systems and commercial arrangements to deal with
the new currency. Although a three-year transition period is expected during
which transactions may also be made in the old currencies, this is requiring
dual currency processes for our operations. We have identified issues involved
and will continue to address them, there can be no assurances that all problems
will be foreseen and controlled without any adverse impact on our operating
results or financial condition.
WE PROCURE PARTS AND RAW MATERIALS FROM LIMITED DOMESTIC AND FOREIGN
SOURCES. We use a wide range of parts and raw materials in the production of our
semiconductors, host adapter boards, and storage systems, including silicon
wafers, processing chemicals, and electronic and mechanical components. We do
not generally have guaranteed supply arrangements with our suppliers and do not
maintain an extensive inventory of parts and materials for manufacturing. We
purchase some of these parts and materials from a limited number of vendors and
some from a single supplier. On occasion, we have experienced difficulty in
securing an adequate volume and quality of parts and materials. There is no
assurance that, if we have difficulty in obtaining parts or materials in the
future, alternative suppliers will be available, or that these suppliers will
provide parts and materials in a timely manner or on favorable terms. As a
result, we may be adversely affected by delays in new and current product
shipments. If we cannot obtain adequate materials for manufacture of our
products, there could be a material adverse impact on our operating results and
financial condition.
WE OPERATE IN HIGHLY COMPETITIVE MARKETS. We compete in markets that are
intensely competitive, and which exhibit both rapid technological change and
continual price erosion. Our competitors include many large domestic and foreign
companies that have substantially greater financial, technical, and management
resources. Several major diversified electronics companies offer ASIC products
and/or other standard products that are competitive with our product lines.
Other competitors are specialized, rapidly growing companies that sell products
into the same markets that we target. Some of our large customers may develop
internal design and production capabilities to manufacture their own products,
thereby displacing our products. There is no assurance that the price and
performance of our products will be superior relative to the products of our
competitors. As a result, we may experience a loss of competitive position that
could result in lower prices, fewer customer orders, reduced revenues, reduced
gross margins, and loss of market share. To remain competitive, we continually
evaluate our worldwide operations, looking for additional cost savings and
technological improvements.
Our future competitive performance depends on a number of factors,
including our ability to:
- properly identify target markets;
- accurately identify emerging technological trends and demand for
product features and performance characteristics;
- develop and maintain competitive products;
- enhance our products by adding innovative features that differentiate
our products from those of our competitors;
- bring products to market on a timely basis at competitive prices;
- respond effectively to new technological changes or new product
announcements by others;
- adapt products and processes to technological changes; and
- adopt and/or set emerging industry standards.
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We may not meet our design, development, and introduction schedules for
new products or enhancements to our existing and future products. In addition,
our products may not achieve market acceptance or sell at favorable prices.
WE CONCENTRATE OUR SALES EFFORTS ON A LIMITED NUMBER OF CUSTOMERS. We
are increasingly dependent on a limited number of customers for a substantial
portion of revenues as a result of our strategy to focus our marketing and
selling efforts on select, large-volume customers.
Our operating results and financial condition could be affected if:
- we do not win new product designs from major customers;
- major customers reduce or cancel their existing business with us;
- major customers make significant changes in scheduled deliveries; or
- there are declines in the prices of products that we sell to these
customers.
WE UTILIZE INDIRECT CHANNELS OF DISTRIBUTION OVER WHICH WE EXERCISE
LIMITED CONTROL. We derive a material percentage of product revenues from
independent reseller and distributor channels. Our financial results could be
adversely affected if our relationship with these resellers or distributors were
to deteriorate or if the financial condition of these resellers or distributors
were to decline. In addition, as our business grows, we may have an increased
reliance on indirect channels of distribution. There can be no assurance that we
will be successful in maintaining or expanding these indirect channels of
distribution. This could result in the loss of certain sales opportunities.
Furthermore, the partial reliance on indirect channels of distribution
may reduce our visibility with respect to future business, thereby making it
more difficult to accurately forecast orders.
OUR COMPANY OPERATIONS ARE AFFECTED BY CYCLICAL FLUCTUATIONS. The
semiconductor and SAN systems segments in which we compete are subject to
cyclical fluctuations in demand. As a result, we may experience periodic
declines in sales or the prices of our products as a result of the following:
- rapid technological change, product obsolescence, and price erosion
in our products;
- maturing product cycles in our products or products sold by our
customers;
- increases in worldwide manufacturing capacity for semiconductors,
resulting in declining prices; and
- changes in general economic conditions, which may cause declines in
our product markets or the markets of our suppliers and customers.
The semiconductor industry has experienced periods of rapid expansion of
production capacity. Even when the demand for our products remains constant, the
availability of additional excess production capacity in the industry creates
competitive pressure that can degrade pricing levels, which can reduce revenues.
Furthermore, customers who benefit from shorter lead times may defer some
purchases to future periods, which could affect our demand and revenues for the
short term. As a result, we may experience downturns or fluctuations in demand
in the future and experience adverse effects on our operating results and
financial condition.
WE ENGAGE IN ACQUISITIONS AND ALLIANCES GIVING RISE TO ECONOMIC AND
TECHNOLOGICAL RISKS. We intend to continue to make investments in companies,
products, and technologies, either through acquisitions or investment alliances.
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Acquisitions and investment activities often involve risks, including
the need to:
- acquire timely access to needed capital for investments related
to acquisitions and alliances;
- conduct acquisitions that are timely relative to existing
business opportunities;
- successfully prevail over competing bidders for target
acquisitions at an acceptable price;
- invest in companies and technologies that contribute to the
growth of our business;
- retain the key employees of the acquired operation;
- incorporate acquired operations into our business and maintain
uniform standards, controls, and procedures; and
- develop the capabilities necessary to exploit newly acquired
technologies.
Some of these factors are beyond our control. Failure to manage growth
effectively and to integrate acquisitions could adversely affect our operating
results and financial condition.
THERE IS UNCERTAINTY ASSOCIATED WITH OUR RESEARCH AND DEVELOPMENT
INVESTMENTS. Our research and development activities are intended to maintain
and enhance our competitive position by utilizing the latest advances in the
design and manufacture of semiconductors and storage systems including
networking, communications, and storage technologies. Technical innovations are
inherently complex and require long development cycles and the commitment of
extensive engineering resources. We must incur substantial research and
development costs to confirm the technical feasibility and commercial viability
of a product that in the end may not be successful. If we are not able to
successfully and timely complete our research and development programs, we may
face competitive disadvantages. There is no assurance that we will recover the
development costs associated with such programs or that we will be able to
secure the financial resources necessary to fund future research and development
efforts.
THE PRICE OF OUR SECURITIES MAY BE AFFECTED BY A WIDE RANGE OF FACTORS.
Some of the factors that may cause volatility in the price of our securities
include:
- quarterly variations in our financial results;
- business and product market cycles;
- fluctuations in customer requirements;
- the availability and utilization of manufacturing capacity;
- the timing of new product introductions; and
- the ability to develop and implement new technologies.
The price of our securities may also be affected by the estimates and
projections of the investment community, general economic and market conditions,
and the cost of operations in one or more of our product markets. While we
cannot predict the individual effect that these factors may have on the price or
our securities, these factors, either individually or in the aggregate, could
result in significant variations in price during any given period of time.
OUR GLOBAL OPERATIONS EXPOSE THE COMPANY TO NUMEROUS INTERNATIONAL
BUSINESS RISKS. We have substantial business activities in Asia and Europe. Both
manufacturing and sales of our products may be adversely impacted by changes in
political and economic conditions abroad. A change in the current tax laws,
tariff structures, export laws, regulatory requirements or trade policies in
either the United States or foreign countries could adversely impact our ability
to manufacture or sell our products in foreign markets. Moreover, a significant
decrease in sales by our customers to end users in either Asia or Europe could
result in a decline in orders.
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We subcontract test and assembly functions to independent companies
located in Asia. A reduction in the number or capacity of qualified
subcontractors or a substantial increase in pricing could cause longer lead
times, delays in the delivery of products to customers, or increased costs.
THE HIGH TECHNOLOGY INDUSTRY IN WHICH WE OPERATE IS PRONE TO
INTELLECTUAL PROPERTY LITIGATION. Our success is dependent in part on our
technology and other proprietary rights, and we believe that there is value in
the protection afforded by our patents, patent applications, and trademarks.
However, the industry is characterized by rapidly changing technology, and our
future success depends primarily on the technical competence and creative skills
of our personnel, rather than on patent and trademark protection.
As is typical in the high technology industry, from time to time we have
received communications from other parties asserting that certain of our
products, processes, technologies or information infringe upon their patent
rights, copyrights, trademark rights or other intellectual property rights. We
regularly evaluate such assertions. In light of industry practice, we believe
that any necessary licenses or other rights should generally be obtainable on
commercially reasonable terms. Nevertheless, there is no assurance that licenses
will be obtained on acceptable terms or that a claim will not result in
litigation or other administrative proceedings.
WE MUST ATTRACT AND RETAIN KEY EMPLOYEES IN A HIGHLY COMPETITIVE
ENVIRONMENT. Our employees are vital to our success, and our key management,
engineering and other employees are difficult to replace. We do not generally
have employment contracts with our key employees. Further, we do not maintain
key person life insurance on any of our employees. The expansion of high
technology companies in Silicon Valley, Colorado, Oregon and elsewhere where we
operate our business has increased demand and competition for qualified
personnel. Our continued growth and future operating results will depend upon
our ability to attract, hire, and retain significant numbers of qualified
employees.
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SELLING STOCKHOLDERS
The shares of common stock to be sold by the selling stockholders
pursuant to this prospectus represent shares issued to the selling stockholders
by us in connection with our acquisition of Syntax Systems, Inc., which closed
on November 29, 2000. The following table sets forth the aggregate number of
shares of common stock held by each selling stockholder and the aggregate number
of shares of common stock offered by each selling stockholder. Each selling
stockholder holds less than 1% of our outstanding common stock.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Beneficial ownership includes options to
purchase common stock exercisable as of December 14, 2000 and options to
purchase common stock that will become exercisable within 60 days of December
14, 2000.
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NUMBER OF SHARES
NUMBER OF BENEFICIALLY OWNED
NUMBER OF SHARES SHARES REGISTERED AFTER SALE OF
NAME OF SELLING STOCKHOLDER BENEFICIALLY OWNED(1) FOR SALE HEREBY(1) REGISTERED SHARES
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<S> <C> <C> <C>
Douglas Acker 3,790 3,033 757
Jean Bandley 2,463 2,369 94
Arun Barboza 2,176 947 1,229
Rob Bradbury 2,179 2,085 94
Rudy Darmawan 2,956 2,275 681
Aaron Dillon 169 75 94
Aaron Dillon, as Custodian for Joshua
Turner Dillon 189 189 0
Valerie Dixon-Nixon 283 189 94
Anne M. Franklin 127,969 80,573 47,396
Anne M. Franklin, as Trustee of the
Jill Franklin Hewitt Special Needs
Trust 137,448 80,573 56,875
Peggy J. Franklin(2) 313,444 313,444 0
Roger A. Franklin(2) 293,538 293,538 0
Sharon Fuller 6,880 6,540 340
Richard Garner 63,194 12,639 50,555
Robert Houser 852 758 94
InSight Venture Partners I, L.P. 524,079 524,079 0
Howard Jess 8,433 3,033 5,400
Amy Kenworthy-Dillon 567 473 94
William Loetscher 9,479 9,479 0
William Morchin 6,289 1,137 5,152
Son Nguyen 1,437 758 679
Saul Perkes 14,154 2,369 11,785
Roel Pieper(2) 5,687 5,687 0
Thomas Rogers 5,686 1,895 3,791
Jeff Scofield 47,079 12,639 34,440
Jeremy Scofield 40,746 12,639 28,107
Dennis G. Seinfeld 8,531 8,531 0
Tak Yen Sinn 3,598 2,369 1,229
John Smith(2) 97,635 2,843 94,792
Bala Viswanathan 3,126 379 2,747
Diana Wolfe 947 947 0
Shuang Yang 947 947 0
--------- --------- --------
TOTAL................................ 1,735,950 1,389,431 346,519
</TABLE>
-11-
<PAGE> 13
(1) This registration statement also shall cover any additional shares of common
stock which become issuable in connection with the shares registered for
sale hereby by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of LSI's outstanding shares of
common stock.
(2) Former officer or director of Syntax Systems, Inc.
-12-
<PAGE> 14
PLAN OF DISTRIBUTION
LSI is registering all 1,389,431 shares of common stock (the "Shares")
on behalf of certain selling stockholders. All of the shares originally were
issued by us in connection with our acquisition of Syntax Systems, Inc. LSI will
receive no proceeds from this offering. The selling stockholders named in the
table above or pledgees, donees, transferees or other successors-in-interest
selling shares received from the selling stockholders as a gift, partnership
distribution or other non-sale-related transfer after the date of this
prospectus (collectively, the "Selling Stockholders") may sell the shares from
time to time. The Selling Stockholders will act independently of LSI in making
decisions with respect to the timing, manner and size of each sale. The sales
may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Selling
Stockholders may effect such transactions by selling the shares to or through
broker-dealers. The Shares may be sold by one or more of, or a combination of,
the following:
- a block trade in which the broker-dealer so engaged will attempt
to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction,
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
- an exchange distribution in accordance with the rules of such
exchange,
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers, and
- in privately negotiated transactions.
To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the Selling Stockholders may arrange for other
broker-dealers to participate in the resales. In connection with distributions
of such shares or otherwise, the Selling Stockholders may enter into hedging
transactions with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial institutions may
engage in short sales of our common stock in the course of hedging the positions
they assume with the Selling Stockholders. The Selling Stockholders may also
sell our common stock short and redeliver the shares to close out such short
positions. The Selling Stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions which require
the delivery to such broker-dealer or other financial institution of the shares
offered hereby, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction). The Selling Stockholders may also pledge such shares to a
broker-dealer or other financial institution, and, upon a default, such
broker-dealer or other financial institution may effect sales of such pledged
shares pursuant to this prospectus (as supplemented or amended to reflect such
transaction). In addition, any such shares that qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.
In effecting sales, brokers, dealers or agents engaged by the selling
stockholder may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Stockholders in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales, and any such commissions, discounts or concessions may be
deemed to be underwriting discounts or commissions under the Securities Act of
1933.
-13-
<PAGE> 15
We will pay all reasonable expenses incident to the registration of the
Shares being offered hereby other than any commissions and discounts of
underwriters, dealers or agents.
In order to comply with the securities laws of certain states, if
applicable, the Shares being offered hereby must be sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition, in certain
states such Shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or
qualification requirement is available and there has been compliance thereof.
We have advised the Selling Stockholders that the anti-manipulation
rules of Regulation M under the Securities Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of the Selling Stockholders
and their affiliates. In addition, we will make copies of this prospectus
available to the Selling Stockholders and have informed them of the need for
delivery of copies of this prospectus to purchasers at or prior to the time of
any sale of the Shares offered hereby. The Selling Stockholders may indemnify
any broker-dealer that participates in transactions involving the sale of the
Shares against certain liabilities, including liabilities arising under the
Securities Act of 1933.
At the time a particular offer of shares is made, if required, a
prospectus supplement will be distributed that will set forth the number of
shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
We have agreed to indemnify the Selling Stockholders and persons
controlling the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act of 1933. The Selling Stockholders have
agreed to indemnify us and certain related persons against certain liabilities,
including liabilities under the Securities Act of 1933.
We have agreed with the Selling Stockholders to keep the registration
statement of which this prospectus constitutes a part effective until November
29, 2001, subject to certain exceptions set forth in a Registration Rights
Agreement dated October 20, 2000 by and between LSI Logic and Roger A. Franklin,
as agent for the Selling Stockholders.
LEGAL MATTERS
Certain legal matters relating to the validity of the securities offered
hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California, counsel to LSI Logic.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
-14-
<PAGE> 16
1,389,431 SHARES
LSI LOGIC CORPORATION
--------------------
COMMON STOCK
PROSPECTUS
DECEMBER 14, 2000
<PAGE> 17
LSI LOGIC CORPORATION
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
NUMBER
------
Item 14 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth costs and expenses of the sale and
distribution of the securities being registered. All of the amounts shown are
estimates except the Securities and Exchange Commission registration fee.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration fee $ 8,335.75
NYSE fees.......................................... $ 2,639.92
Accounting fees.................................... $40,000
Legal fees......................................... $15,000
Miscellaneous...................................... $20,000
Total.............................................. $85,975.67
</TABLE>
Item 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
CERTIFICATE OF INCORPORATION
Article 10 of our Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware law, as the same now exists or may
hereafter be amended, a director shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Delaware law provides that directors of a corporation will
not be personally liable for monetary damages for breach of their fiduciary
duties as directors, except for liability:
- for any breach of their duty of loyalty to the corporation or its
stockholders,
- for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law,
- for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation
Law, or
- for any transaction from which the director derived an improper personal
benefit.
BYLAWS
Our bylaws provide that our directors, officers and agents shall be
indemnified against expenses including attorneys' fees, judgments, fines,
settlements actually and reasonably incurred in connection with any proceeding
arising out of their status as such, if such director, officer or agent acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of LSI Logic Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such conduct
was unlawful.
II-1
<PAGE> 18
We have entered into agreements to indemnify our directors and officers,
in addition to the indemnification provided for in our Certificate of
Incorporation and Bylaws. These agreements, among other things, indemnify our
directors and officers for certain expenses, including attorney's fees,
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of LSI, arising
out of such person's services as a director or officer of LSI, any subsidiary of
LSI or any other company or enterprise to which the person provides services at
the request of LSI.
Item 16 EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
4.1 Registration Rights Agreement by and between LSI Logic and Roger A.
Franklin, as agent for the Selling Stockholders.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
Item 17 UNDERTAKINGS.
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 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.
(4) 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.
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each
II-2
<PAGE> 19
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or 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, 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 whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 December 14,
2000.
LSI LOGIC CORPORATION
By /s/ Wilfred J. Corrigan
----------------------------------------
WILFRED J. CORRIGAN, CHAIRMAN, CHIEF
EXECUTIVE OFFICER AND DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Wilfred J. Corrigan and Bryon
Look, and each of them, as his true and lawful attorneys-in-fact and agents,
each with power of substitution, for him in his name, place and stead, in any
and all capacities, to sign the Registration Statement filed herewith and any
and all amendments (including post-effective amendments to this Registration
Statement) and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933 and all post-effective
amendments thereto) and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, each of them with full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated below on December 14, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
---------------------------------------- ----------------------------------------------
<S> <C>
/s/ Wilfred J. Corrigan Chairman, Chief Executive Officer and Director
------------------------------------- (Principal Executive Officer)
Wilfred J. Corrigan
/s/ Bryon Look Executive Vice President and Chief Financial
------------------------------------- Officer (Principal Financial Officer and
Bryon Look Principal Accounting Officer)
/s/ T.Z. Chu Director
------------------------------------
T.Z. Chu
/s/ Malcom R. Currie Director
------------------------------------
Malcom R. Currie
/s/ Matthew J. O'Rourke Director
------------------------------------
Matthew J. O'Rourke
/s/ Larry W. Sonsini Director
------------------------------------
Larry W. Sonsini
</TABLE>
II-4
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
4.1 Registration Rights Agreement by and between LSI Logic and Roger A. Franklin, as agent
for the Selling Stockholders.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in
Exhibit 5.1).
24.1 Power of Attorney of certain directors and officers of LSI Logic (see page II-4 of this
Form S-3).
</TABLE>
