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As filed with the Securities and Exchange Commission on January 26, 2000
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
---------------
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 AND RESTATED
(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>
<CAPTION>
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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
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,307,474 shares $80.3125 $105,006,506 $27,721.72
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</TABLE>
* Estimated in accordance with Rule 457(c) for the purpose of calculating the
registration fee on the basis of $80.3125 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 January 24, 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 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 " Exchange Act");
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1999, filed pursuant to Section 13 of the Exchange Act.
(c) The Company's Quarterly Reports on Form 10-Q for the quarter ended
June 27, 1999, filed pursuant to Section 13 of the Exchange Act.
(d) The Company's Quarterly Reports on Form 10-Q for the quarter ended
September 26, 1999, filed pursuant to Section 13 of the Exchange Act;
(e) 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; and
(f) The company's Current Report on Form 8-K, filed on January 26, 2000,
pursuant to Section 13 of the Exchange Act; and
(g) 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.
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.
2
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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 (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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<CAPTION>
Exhibit
Number
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<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company
(1)
4.1 Amended and Restated Preferred Shares Rights Agreement, dated
November 20, 1998(2)
4.4 Employee Stock Purchase Plan Amended and Restated (3)
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>
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1 Incorporated by reference to exhibits filed with the Company's Registration
Statement Form S-8 (No. 333-57563) filed June 24, 1998
2 Incorporated by reference to exhibits filed with the Company's Form
8-A-12G/A filed on December 8, 1998
3 Incorporated by reference to Exhibit 1 filed with the Company's Proxy
Schedule 14A filed on March 23, 1999
3
<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 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 25 day of
January, 2000.
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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<PAGE> 6
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
- ------------------------------ -------------------------------------- ----------------
<S> <C> <C>
/s/ Wilfred J. Corrigan Chairman, Chief Executive Officer and January 25, 2000
- ------------------------------ Director (Principal Executive Officer)
Wilfred J. Corrigan
/s/ R. Douglas Norby Executive Vice President, Chief January 25, 2000
- ------------------------------ Financial Officer and Director
R. Douglas Norby (Principal Financial Officer and
Principal Accounting Officer)
/s/ T. Z. Chu Director January 25, 2000
- ------------------------------
T.Z. Chu
/s/ Malcolm R. Currie Director January 25, 2000
- ------------------------------
Malcolm R. Currie
/s/ James H. Keyes Director January 25, 2000
- ------------------------------
James H. Keyes
/s/ Matthew J. O'Rourke Director January 25, 2000
- ------------------------------
Matthew J. O'Rourke
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company
4.1 Amended and Restated Preferred Shares Rights Agreement, dated
November 20, 1998
4.4 Employee Stock Purchase Plan Amended and Restated
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>
7
<PAGE> 1
EXHIBIT 5.1
January 26, 2000
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 you with the
Securities and Exchange Commission on or about January 26, 2000 in connection
with the registration under the Securities Act of 1933, as amended (the "Act"),
of 1,307,474 shares of your Common Stock (the "Shares"), reserved for issuance
under the LSI Logic Corporation Employee Stock Purchase Plan Amended and
Restated (the "Plan"). As your legal counsel, we have examined the Restated
Certificate of Incorporation and Bylaws of the Company, the Plan and such other
documents of the Company as we have deemed necessary or appropriate for the
purposes of expressing an opinion, and are familiar with the proceedings
proposed to be taken by you in connection with the issuance and sale of the
Shares pursuant to the Plan.
It is our opinion that, upon completion of the proceedings to be taken
prior to issuance of the Shares, the Shares, when issued and sold in the manner
referred to in the Plan and the agreements which accompany the Plan, in
accordance with the Restated Certificate of Incorporation, 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, including the Prospectus constituting a part thereof,
and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the LSI Logic Corporation Employee Stock
Purchase Plan Amended and Restated 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
January 26, 2000
San Jose, California
