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As filed with the Securities and Exchange Commission on August 2, 2000
Registration No. 333-__________
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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 REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2712976
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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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DATAPATH SYSTEMS, INC. AMENDED 1994 STOCK OPTION PLAN,
DATAPATH SYSTEMS, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN AND
TWO DATAPATH SYSTEMS, INC. INDIVIDUAL STOCK OPTION AGREEMENTS
(FULL NAME OF PLAN)
DAVID G. PURSEL
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.
BRADLEY L. FINKELSTEIN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO TO BE PROPOSED MAXIMUM AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock issuable under
DataPath Systems, Inc. Amended
1994 Stock Option Plan 470,052 $4.55 $2,138,736.60 $564.63
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Common Stock issuable under
DataPath Systems, Inc. Amended
and Restated 1997 Stock Option
Plan 1,058,752 $6.17 $6,532,499.84 $1,724.58
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Common Stock issuable under
DataPath Systems, Inc.
Individual Stock Option
Agreements for Charles Eric
MacDonald and Sadayoshi Ogawa 32,019 $0.09 $2,881.71 $0.76
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Total $8,674,118.15 $2,289.97
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</TABLE>
(1) Computed in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. Computation based on the weighted average
per share price (rounded to the nearest cent) of options granted under the
referenced plans, the shares issuable under which are registered hereby.
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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 (the "Commission"):
(1) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1999;
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(3) The Registrant's 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 and July 28, 2000;
(4) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A dated August 29, 1989,
including any amendments or reports filed for the purpose of updating
such description; and
(5) The description of the Registrant's Amended and Restated Preferred
Shares Rights Agreement in the Registrant's Registration Statement on
Form 8-A-12G/A dated December 8, 1998.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the filing 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 de-registers all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part hereof from the date of filing of 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.
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.
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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.
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 DataPath Systems, Inc. Amended 1994 Stock Option Plan.
4.2 DataPath Systems, Inc. Amended and Restated 1997 Stock
Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering. 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:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 ((Section)239.13 of this chapter)
or Form S-8 ((Section)239.16b of this chapter), and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
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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, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the Delaware General Corporations Law, the
Certificate of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and its officers
and directors, or otherwise, 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 Securities 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 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 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, as amended,
the registrant 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 August 2,
2000.
LSI LOGIC CORPORATION
By /s/ Wilfred J. Corrigan
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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 R. Douglas
Norby, 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 August 2, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ Wilfred J. Corrigan Chairman, Chief Executive Officer and Director
---------------------------------------- (Principal Executive Officer)
Wilfred J. Corrigan
/s/ R. Douglas Norby Executive Vice President, Chief Financial
---------------------------------------- Officer and Director (Principal Financial
R. Douglas Norby Officer and Principal Accounting Officer)
/s/ T.Z. Chu Director
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T.Z. Chu
Director
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Malcom R. Currie
/s/ James H. Keyes Director
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James H. Keyes
/s/ Matthew J. O'Rourke Director
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Matthew J. O'Rourke
/s/ Larry W. Sonsini Director
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Larry W. Sonsini
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 DataPath Systems, Inc. Amended 1994 Stock Option Plan.
4.2 DataPath Systems, Inc. Amended and Restated 1997 Stock
Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
</TABLE>
