SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CIRRUS LOGIC, INC.
(Exact name of registrant as specified in its charter)
California 77-0024818
(State of incorporation or organization) (I.R.S. Employer Identification
3100 West Warren Avenue
Fremont, California 94538
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock, no par value
6% Convertible Subordinated Notes
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
Incorporated by reference to the section entitled "Description
of Capital Stock--Common Stock" and "Description of Notes" in the
Preliminary Prospectus included in the Registration Statement on
Form S-1 (File No. 333-23553) (the "Registration Statement on
Form S-1"), as originally filed with the Securities and Exchange
Commission by the Registrant on March 18, 1997 and as
subsequently amended.
Item 2. Exhibits.
The following exhibits are filed as part of this registration statement:
Number Description
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3.1(4) Restated Articles of Incorporation of Registrant, as
amended.
3.2(1) Form of Restated Articles of Incorporation or
Registrant, as amended.
3.3(1) Bylaws of Registrant, as amended.
4.1(1) Article III of Restated Articles of Incorporation of
Registrant (See Exhibits 3.1 and 3.2.)
4.2(2) Indenture dated as of December 15, 1996 6% Convertible
Subordinated Notes.
4.3(1) Specimen Certificate of Common Stock of the Company.
4.4(3) Registration Rights Agreement, dated as of December
15, 1996, among the Registrant, Goldman, Sachs & Co.,
Salomon Brothers Inc., J.P. Morgan & Co., and Robertson,
Stephens & Co.
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(1) Incorporated by reference to Registrant's Registration
Statement on Form S-1 (File No. 33-28583).
(2) Incorporated by reference to Registrant's Report on Form
10-Q/A for the quarterly period ended December 28, 1996.
(3) Incorporated by reference to Registrant's Registration
Statement on Form S-1 (File No. 333-23553).
(4) Incorporated by reference to Registrant's Report on Form
10-K for the fiscal year ended April 1, 1995.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: June 12 , 1997 CIRRUS LOGIC, INC.
By: /s/ Robert F. Donohue
Robert F. Donohue
