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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 14, 2000
LSI LOGIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-11674 94-2712976
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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1551 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(408) 433-8000
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 14, 2000, LSI Logic Corporation, a Delaware corporation (the
"Registrant"), completed the acquisition of DataPath Systems, Inc. ("DataPath")
pursuant to an Agreement and Plan of Reorganization (the "Reorganization
Agreement") by and among Registrant, Diamond Acquisition Corp., a California
corporation and a wholly-owned subsidiary of Registrant ("Sub"), DataPath and
Shih-Ming Shih, Hemant Thapar and Greg Yamamoto, and with respect to Article
VII and Article IX only, U.S. Bank Trust, National Association, as escrow agent
and Greg Yamamoto as Shareholder Agent. The acquisition was completed
by means of a merger (the "Merger") of Sub with and into DataPath and was
consummated by the filing of an Agreement of Merger with the Secretary of State
of the State of California.
Prior to the Merger, DataPath was a supplier to the mass-storage and
broadband communications markets, providing the design, development and
manufacture of mixed Analog/Digital IC solutions for the physical layer in high
volume applications. As a result of the Merger, DataPath became a wholly-owned
subsidiary of Registrant. The Registrant intends to continue to operate
DataPath's business as part of its broadband communications division. The Merger
is intended to be a tax-free reorganization under the Internal Revenue Code of
1986, as amended, and is being accounted for as a purchase transaction.
Under the terms of the Merger, a maximum of 9,062,968 shares of Registrant
common stock were exchanged for all outstanding shares of DataPath capital stock
and options and other securities convertible into DataPath capital stock. This
consideration was determined by arms-length negotiations. Each share of DataPath
common stock issued and outstanding immediately prior to the closing of the
Merger (including shares of DataPath common stock issued upon conversion of
DataPath Series A Preferred Stock) was cancelled and converted automatically
into a number of shares of Registrant common stock computed in accordance with
the Reorganization Agreement.
In addition, each issued and outstanding option or right to purchase
DataPath capital stock, whether or not exercisable, was assumed by Registrant.
Each stock option continued to have the same terms and conditions as it had
immediately prior to the closing of the Merger, except that the number of shares
of Registrant common stock into which it was exercisable and its exercise price
were adjusted according to the same manner as the conversion of DataPath capital
stock into Registrant common stock.
The foregoing description of the Reorganization Agreement and the Merger
does not purport to be complete and is qualified by reference to the full text
of the Reorganization Agreement, which is filed as Exhibit 99.1 to the
Registrant's Current Report on Form 8-K filed May 24, 2000 and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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2.1 Agreement and Plan of Reorganization dated May 20, 2000, among
Registrant, Diamond Acquisition Corp., DataPath Systems, Inc. and
Shih-Ming Shih, Hemant Thapar and Greg Yamamoto, and with respect
to Article VII and Article IX only, U.S. Bank Trust, National
Association, as escrow agent and Greg Yamamoto as Shareholder
Agent (incorporated by reference to Exhibit 99.1 to the Report on
Form 8-K filed by the Registrant on May 24, 2000).
99.1 Text of Press Release, dated as of July 17, 2000, "LSI Logic
Completes $420 Million Purchase of Communications Chip Company,
DataPath Systems--LSI Logic Offers Complete ADSL Solution to
Customers."
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LSI LOGIC CORPORATION
A Delaware Corporation
Dated: July 27, 2000
By: /s/ R. Douglas Norby
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R. Douglas Norby
Executive Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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2.1 Agreement and Plan of Reorganization dated May 20, 2000, among
Registrant, Diamond Acquisition Corp., DataPath Systems, Inc.
and Shih-Ming Shih, Hemant Thapar and Greg Yamamoto, and with
respect to Article VII and Article IX only, U.S. Bank Trust,
National Association, as escrow agent and Greg Yamamoto as
Shareholder Agent (incorporated by reference to Exhibit 99.1
to the Report on Form 8-K filed by the Registrant on May 24,
2000).
99.1 Text of Press Release, dated as of July 17, 2000, "LSI Logic
Completes $420 Million Purchase of Communications Chip
Company, DataPath Systems--LSI Logic Offers Complete ADSL
Solution to Customers."
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