<PAGE> 1
As filed with the Securities and Exchange Commission on December 18, 2000
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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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<S> <C>
DELAWARE 94-2712976
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
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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SYNTAX SYSTEMS, INC. RESTATED STOCK OPTION PLAN OF JANUARY 5, 1999
(FULL NAME OF PLAN)
-----------------------------
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)
-----------------------------
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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CALCULATION OF REGISTRATION FEE
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====================================================================================================================================
TITLE OF EACH CLASS AMOUNT PROPOSED PROPOSED AMOUNT OF
OF SECURITIES TO TO BE MAXIMUM MAXIMUM REGISTRATION
BE REGISTERED REGISTERED OFFERING AGGREGATE FEE
PRICE OFFERING
PER SHARE (1) PRICE (1)
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<S> <C> <C> <C> <C>
Common Stock issuable under Syntax
Systems, Inc. Restated Stock Option
Plan of January 5, 1999............... 611, 241 $9.25 $5,653,979.25 $1,492.65
====================================================================================================================================
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(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.
<PAGE> 2
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 Reports on Form 10-Q for the quarters ended
April 2, 2000, July 2, 2000, and October 1, 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, July 28, 2000, October 25, 2000, and December 12, 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.
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 10 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.
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<PAGE> 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1 Syntax Systems, Inc. Restated Stock Option Plan of January 5, 1999.
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).
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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.
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
II-2
<PAGE> 4
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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<PAGE> 5
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 December 18, 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 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 18, 2000.
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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 Principal
Bryon Look Accounting Officer)
/s/ R. Douglas Norby Director
--------------------------------
R. Douglas Norby
/s/ T.Z. Chu Director
--------------------------------
T.Z. Chu
/s/ Malcom R. Currie Director
--------------------------------
Malcom R. Currie
/s/ James H. Keyes Director
--------------------------------
James H. Keyes
/s/ Matthew J. O'Rourke Director
--------------------------------
Matthew J. O'Rourke
</TABLE>
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<PAGE> 6
INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1 Syntax Systems, Inc. Restated Stock Option Plan of January 5, 1999.
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).
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