As filed with the Securities and Exchange Commission
on February 18, 1999
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CIRRUS LOGIC, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 77-0024818
(State of Incorporation) (I.R.S. Employer
Identification Number)
3100 West Warren Avenue
Fremont, CA 94538
(510) 623-8300
(Address, including zip code, of
Registrant's principal executive offices)
Amended 1996 Stock Plan
Amended 1989 Employee Stock Purchase Plan
Amended 1990 Directors' Stock Option Plan
(Full Titles of the Plans)
Ronald K. Shelton
Chief Financial Officer
CIRRUS LOGIC, INC.
3100 West Warren Avenue
Fremont, CA 94538
(510) 623-8300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Michael J. Danaher, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, no par value
- Upon exercise of
options and stock
purchase rights under the
Amended 1996 Stock Plan 2,000,000(1) $8.03 (4) $16,060,000 (4) $4,867
- Upon exercise of
options and stock
purchase rights under
Amended 1989 Employee
Stock Purchase Plan 300,000(2) $8.03 (4) $2,409,000 (4) $ 730
- - Upon exercise of options 100,000(3) $8.03 (4) $ 803,000 (4) $ 244
under the 1990 Directors'
Stock Option Plan
<FN>
(1) The remaining 4,500,000 shares reserved for issuance under the Amended
1996 Stock Plan were registered under two Registration Statements on Form S-8
numbered 333-16417 and 333-42693 filed with the Commission on November 19,
1996 and December 19, 1997, respectively. Pursuant to Rule 416(a), this
Registration Statement shall also cover any additional shares of the
Registrant's common stock that becomes issuable under the Plan by reason of
any stock dividend, stock split, recapitalization or other similar transaction
effected without the recapitalization of consideration that increases the
number of the Registrant's outstanding shares of Common Stock.
(2) The remaining 4,400,000 shares reserved for issuance under the Amended
1989 Employee Stock Purchase Plan were registered under eight Registration
Statements on Form S-8 numbered 33-31697, 33-37409, 33-43914, 33-53990,
33-71862, 33-83148, 33-65495, 333-16417 and 333-42693 filed with the
Commission on October 24, 1989, October 24, 1990, November 14, 1991,
November 4, 1992, November 17, 1993, August 22, 1994, December 28, 1995,
November 19, 1996 and December 19, 1997, respectively. Pursuant to Rule
416(a), this Registration Statement shall also cover any additional shares
of the Registrant's common stock that becomes issuable under the Plan by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the recapitalization of consideration that
increases the number of the Registrant's outstanding shares of Common Stock.
(3) The remaining 370,000 shares reserved for issuance under the Amended
1990 Directors' Stock Option Plan were registered under three Registration
Statements on Form S-8 numbered 33-37409, 33-71862, and 033-65495
filed with the Commission on October 24, 1990, November 17, 1993, and
December 29, 1995, respectively. Pursuant to Rule 416(a), this Registration
Statement shall also cover any additional shares of the Registrant's common
stock that becomes issuable under the Plan by reason of any stock dividend,
stock split, recapitalization of consideration that increases the number of
the Registrant's outstanding shares of Common Stock.
(4) Estimated solely for the purpose of calculating the amount of
the registration fee required by Section 6(b) of the Securites Act and
computed pursuant to Rule 457(c)under the Securities Act on the basis of
the average of the high and low prices reported in the Nasdaq National
Market on February 17, 1999.
</FN>
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
There are incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):
1. The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A dated May 1, 1989, filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose
of updating such description.
2. The Company's Annual Report on Form 10-K for the year ended
March 28, 1998 filed pursuant to Section 13(a) of the Exchange Act.
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 27, 1998 filed pursuant to Section 13 of the Exchange Act.
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 26, 1998 filed pursuant to Section 13 of the Exchange Act.
5. The Company's Quarterly Report on Form 10-Q for the quarter
ended December 26, 1998 filed pursuant to Section 13 of the Exchange Act.
6. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act 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 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.
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except
liability (i) for any breach of their duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions
as provided in Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction fromw which the director derived an improper
personal benefit.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to
the fullest extent permitted by law. The Company's Bylaws also permit the
Company to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the Company would have the power to indemnify
him or her against such liability under the General Corporation Law of
Delaware. The Company currently has secured such insurance on behalf of
its officers and directors.
The Company has entered into agreements to indemnify its directors
and officers, in addition to indemnification provided for in the Company's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Company's directors and officers for certain expenses (including
attorneys' fees), judgements, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in
the right of the Company, arising out of such person's services a a director
or officer of the Company, any subsidiary of the Company or any other
company or enterprise to which the person provides services at the request
of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
4.1(1) Preferred Shares Rights Agreement dated as of May 4, 1998,
between Cirrus Logic, Inc. and BankBoston, N.A. including the Certificate
of Determination, the form of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C, respectively.
4.2(2) Indenture dated as of December 15, 1996 between Registrant
and State Street Bank and Trust Company.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.,
as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
----------------------
(1) Incorporated by reference to Exhibit 1 to Form 8-A filed
May 4, 1998.
(2) Incorporated by reference to exhibits to the Registrant's
Annual Report on Form 10-K filed on March 29, 1997.
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, 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 Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, 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
Securities Act and will be governed by the final adjudication of such issue.
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 Fremont, State of California, on February 18,
1999.
CIRRUS LOGIC, INC.
/s/ Ronald K. Shelton
Ronald K. Shelton
Vice President, Finance
Chief Financial Officer,
and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David D. French and Ronald K.
Shelton 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 on Form S-8, 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
attorney-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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ David D. French
(David D. French)
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 18, 1999
/s/ Ronald K. Shelton
(Ronald K. Shelton)
Vice President, Finance, Chief
Financial Officer, and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
February 18, 1999
/s/ Michael L. Hackworth
(Michael L. Hackworth)
Chairman of the Board and Director
February 18, 1999
/s/ Suhas S. Patil
(Suhas S. Patil)
Chairman Emeritus and Director
February 18, 1999
/s/ C. Gordon Bell
(C. Gordon Bell)
Director
February 18, 1999
/s/ D. James Guzy
(D. James Guzy)
Director
February 18, 1999
/s/ Walden C. Rhines
(Walden C. Rhines)
Director
February 18, 1999
/s/ Robert H. Smith
(Robert H. Smith)
Director
February 18, 1999
/s/ Alfred S. Teo
(Alfred S. Teo)
Director
February 18, 1999
INDEX TO EXHIBITS
Exhibit
Number Description
4.1(1) Preferred Shares Rights Agreement dated as of May 4, 1998,
between Cirrus Logic, Inc. and BankBoston, N.A. including the
Certificate of Determination, the form of Rights Certificate and
the Summary of Rights attached thereto as Exhibits A, B and C,
respectively.
4.2(2) Indenture dated as of December 15, 1996 between Registrant
and State Street Bank and Trust Company.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney
-------------------
(1) Incorporated by reference to Exhibit 1 to Form 8-A filed
May 4, 1998.
(2) Incorporated by reference to exhibits to the Registrant's
Annual Report on Form 10-K filed on March 29, 1997.
EXHIBIT 5.1
February 18, 1999
Cirrus Logic, Inc.
3100 West Warren Avenue
Fremont, CA 94538
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about February 18, 1999
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000, 300,000 and 100,000 shares
of your Common Stock, no par value (the "Shares"), reserved for issuance under
the Amended 1996 Stock Plan (the "Stock Plan"), the Amended 1989 Employee
Stock Purchase (the "Purchase Plan") and the Amended 1990 Directors' Stock
Option Plan ( the "Directors' Plan"), respectively. As your legal counsel,
we have examined the proceedings taken and proposed to be taken in connection
with the issuance, sale and payment of consideration for the Shares to be
issued under the Plans.
It is our opinion that, when issued and sold in compliance with applicable
prospectus delivery requirements and in the manner referred to in the Plans
and pursuant to the agreements which accompany each option grant under the
Stock Plans, the Shares will be legally and validly issued,fully paid and
non-assessable.
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 and any amendment thereto.
Sincerely,
/s/ WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended 1996 Stock Plan, the Amended 1989
Employee Stock Purchase Plan and the Amended 1990 Directors' Stock Option
Plan of Cirrus Logic, Inc. of our report dated April 22, 1998 (except for
Note 18, as to which the date is June 4, 1998) with respect to the
consolidated financial statements and schedule of Cirrus Logic, Inc.
included in its Annual Report (Form 10-K) for the year ended March 28,
1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
February 16, 1999
