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As filed with the Securities and Exchange Commission on August 8, 2000 to
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
LSI LOGIC CORPORATION
(Exact name of issuer as specified in its charter)
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<S> <C>
DELAWARE 94-2712976
(State of Incorporation) (I.R.S. Employer Identification No.)
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1551 McCarthy Boulevard
Milpitas, California 95035
(Address of Principal Executive Offices)
LSI LOGIC CORPORATION
1991 EQUITY INCENTIVE PLAN
AMENDED AND RESTATED
(Full title of the Plan)
David G. Pursel
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
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====================================================================================================================
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
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<S> <C> <C> <C> <C>
Common Stock 10,000,000 shares $32.00 $320,000,000.00 $84,480.00
====================================================================================================================
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*Estimated in accordance with Rule 457(c) for the purpose of calculating the
registration fee on the basis of $32.00 per share, which was the average of the
high and low prices of the Common Stock on the New York Stock Exchange, Inc. on
the August 2, 2000.
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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 for the fiscal year ended
December 31, 1999 filed pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the " Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended April
2, 2000, filed pursuant to Section 13 of the Exchange Act.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on August 29, 1989,
pursuant to Section 12(b) of the Exchange Act;
(d) The description of the Company's Amended and Restated Preferred Shares
Rights Agreement contained in the Company's Registration Statement on Form
8-A-12G/A filed on December 8, 1998, pursuant to Section 12(g) of the
Exchange Act; and
(e) The Company's Current 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 pursuant to Section 13 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a) and (c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
2
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Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933. Section 11 of the
Certificate of Incorporation and Article VI of the Bylaws of the Company provide
for indemnification of certain agents to the maximum extent permitted by the
Delaware General Corporation Law. Persons covered by these indemnification
provisions include current and former directors, officers, employees and other
agents of the Company, as well as persons, who serve at the request of the
Company as directors, officers, employees or agents of another enterprise. In
addition, the Company has entered into indemnification agreements with its
directors and officers pursuant to which the Company has agreed to indemnify
such individuals and to advance expenses incurred in defending any action or
proceeding to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number
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4.1 Amended and Restated Preferred Shares Rights Agreement, dated
November 20, 1998 (1)
4.5 1991 Equity Incentive Plan Amended and Restated (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).
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1 Incorporated by reference to exhibits filed with the Company's Form
8-A12G/A filed on December 8, 1998
2 Incorporated by reference to exhibits filed with the Company's Registration
Statement Form S-8 (No. 333-57563) filed June 24, 1998
3
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the Delaware General Corporation Law, the
By-Law provisions, Section 11 of the Certificate of Incorporation of the
registrant and the indemnification agreements described above in Item 6, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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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 grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milpitas, State of California, on this 7th day
of August, 2000.
LSI LOGIC CORPORATION
By: /s/ R. Douglas Norby
--------------------------------------
R. Douglas Norby
Executive Vice President, Finance and
Chief Financial Officer and Director
5
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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.
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Signature Title Date
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<S> <C> <C>
/s/ Wilfred J. Corrigan Chairman, Chief Executive Officer and Director August 7, 2000
------------------------------------- (Principal Executive Officer)
Wilfred J. Corrigan
/s/ R. Douglas Norby Executive Vice President, Chief Financial August 7, 2000
------------------------------------- Officer and Director (Principal Financial
R. Douglas Norby Officer and Principal Accounting Officer)
Director
-----------------------------------------
T.Z. Chu
/s/ Malcolm R. Currie Director August 7, 2000
-------------------------------------
Malcolm R. Currie
/s/ James H. Keyes Director August 7, 2000
-------------------------------------
James H. Keyes
/s/ Matthew J. O'Rourke Director August 7, 2000
-------------------------------------
Matthew J. O'Rourke
/s/ Larry W. Sonsini Director August 4, 2000
-------------------------------------
Larry W. Sonsini
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EXHIBIT INDEX
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Exhibit
Number
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4.1 Amended and Restated Preferred Shares Rights Agreement, dated
November 20, 1998 (1)
4.5 1991 Equity Incentive Plan Amended and Restated (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).
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1 Incorporated by reference to exhibits filed with the Company's Form
8-A12G/A filed on December 8, 1998
2 Incorporated by reference to exhibits filed with the Company's Registration
Statement Form S-8 (No. 333-57563) filed June 24, 1998
7
