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PROSPECTUS SUPPLEMENT NO. 2
FILED PURSUANT TO RULE 424(B)(3)
(TO PROSPECTUS DATED JANUARY 30, 1998)
REGISTRATION NO. 33-23553
CIRRUS LOGIC, INC.
U.S. $280,725,000
6% Convertible Subordinated Notes due December 15, 2003
and
Shares of Common Stock
Issuable Upon Conversion Thereof
This Prospectus Supplement supplements information
contained in that certain Prospectus dated January 30, 1998 (the
"Prospectus") relating to the potential sale from time to time of
up to an $280,725,000 aggregate amount of Registrable Notes and
the Common Stock issuable upon conversion thereof by the Selling
Securityholders. The Prospectus Supplement is not complete
without, and may not be delivered or utilized except in
connection with, the Prospectus, including any amendments or
supplements thereto. Capitalized terms used herein but not
defined have the meanings assigned to such terms in the
Prospectus.
Unless otherwise noted, all information provided in this
Prospectus Supplement is as of April 2, 1998.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 2, 1998
The table set forth in the Prospectus under the caption
"Selling Securityholders" shall be amended and supplemented to
include the following line items:
Principal Amount Number of Shares of Common Stock
of Registrable
Notes
Beneficially Offered Selling
Owned and Beneficially Holder Hereby
Name Offered Hereby Owned (1)(2) (2)(3)(4)
- ----------------- ----------------- -------------- --------------
Fidelity Equity-
Income Fund:
Fidelity Devonshire
Trust (6) 11,090,000 457,905 457,905
Forest Alternative
Strategies FD II
LP Series 2-5 8,125,000 335,480 335,480
Forest Global
Convertible Fund
Series A-5 6,300,000 260,126 260,126
Fidelity Management
Trust Company on
behalf of accounts
managed by it (7) 1,763,000 72,794 72,794
Forest Alternative
Strategies FD II
LP Series 2A5I 550,000 22,709 22,709
LLT Limited 550,000 22,709 22,709
McMahan Securities
Company, L.P. 500,000 20,645 20,645
State of Delaware
PERS 475,000 19,613 19,613
Fox Portolio
Partnership c/o
Forest Management
Corp. 400,000 16,516 16,516
Forest Alternative
Strategies FD II
LP Series 2A5M 300,000 12,387 12,387
Forest Global
Convertible Fund
Series B-1 200,000 8,258 8,258
Forest Greyhound
c/o Forest
Management Corp. 200,000 8,258 8,258
Fox Family FDN
D/T/D 10/10/87
c/o Forest Management 200,000 8,258 8,258
IC American
Holdings Trust 200,000 8,258 8,258
Zeneca Holdings Trust 200,000 8,258 8,258
Forest Alternative
Strategies FD II
LP Series 2B3F 192,000 7,928 7,928
Forest Global
Convertible Fund
Series B-5 175,000 7,226 7,226
Forest Global
Convertible Fund
Series B-2 125,000 5,161 5,161
Forest Global
Convertible Fund
Series B-3 100,000 4,129 4,129
Nalco Chemical
Company 100,000 4,129 4,129
Forest Performance
Fund 83,000 3,427 3,427
Forest Global
Convertible Fund
Series A-1 50,000 2,064 2,064
Footnote number (6) shall be deleted in its entirety and replaced with the
following:
(6) The entity is either an investment company or a portfolio of an
investment company registered under Section 8 of the Investment Company
Act of 1940, as amended, or a private investment account advised by
Fidelity Management & Research Company ("FMR Co."). FMR Co. is a
Massachusetts corporation and an investment advisor registered under
Section 203 of the Investment Advisers Act of 1940, as amended, and
provides investment advisory services to each of such Fidelity entities
identified above, and to other registered investment companies and to
certain other funds which are generally offered to a limited group of
investors. FMR Co. is a wholly-owned subsidiary of FMR Corp. ("FMR"),
a Massachusetts corporation. The holdings are as of March 27, 1998.
The footnotes set forth in the Prospectus under the caption "Selling
Securityholders" shall be amended and supplemented to include the
following item:
(7) Shares indicated as owned by such entity are owned directly by
various private investment accounts, primarily employee benefit plans
for which Fidelity Management Trust Company ("FMTC") serves as trustee
or managing agent. FMTC is a wholly-owned subsidiary of FMR and a bank
as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
as amended. These holdings are as of March 27, 1998. None of the
Selling Securityholders (Fidelity Equity-Income Fund: Fidelity
Devonshire Trust and Fidelity Management Trust Company on behalf of
accounts managed by it) listed above has, or within the past three years
has had, any position, office or other material relationship with the
Company or any of its predecessors or affiliates. Because the Selling
Holders may offer all or some portion of the above referenced securities
pursuant to this Prospectus or otherwise, no estimate can be given as to
the amount or percentage of such securities that will be held by the
Selling Holders upon termination of any such sale. In addition, the
Selling Holders identified above may have sold, transferred or otherwise
disposed of all or a portion of such securities since March 27, 1998 in
transactions exempt from the registration requirements of the Securities
Act of 1933. The Selling Holders may sell all, part or none of the
securities listed above.
