As filed with the Securities and Exchange Commission on October 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)
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Delaware 77-0024818
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3100 West Warren Avenue
Fremont, California 94538
(Address of principal executive offices)
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Amended 1989 Employee Stock Purchase Plan
(Full title of the plan)
------------------------
David D. French
Chief Executive Officer
3100 West Warren Avenue
Fremont, California 94538
----------------------------
(510) 623-8300
(Telephone number, including area code, of agent for service)
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Copy to:
Michael J. Danaher, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title Amount Offering Aggregate
of Securities to be Price Offering Amount of
to be Registered Registered Per Share Price Registration
(1) (2) (2) Fee
- -------------------------------- ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value
To be issued upon exercise
of options granted under the
Amended 1989 Employee Stock
Purchase Plan 900,000 $9.97 $8,973,000 $2,494.49
</TABLE>
(1) The remaining 4,700,000 shares reserved for issuance under the Amended
1989 Employee Stock Purchase Plan were registered under ten Registration
Statements on Form S-8 numbered 33-31697, 33-37409, 33-43914, 33-53990,
33-71862, 33-83148, 33-65495, 333-16417, 333-42693 and 333-72573 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, December 19, 1997 and February 18, 1999, respectively.
The Registration Statement numbered 333-42693 was amended by
Post-Effective Amendment No. 1 thereto, filed with the Commission on
February 18, 1999. Pursuant to Rule 416(a), this Registration Statement
shall also cover any additional shares of the Registrant's common stock
that become 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 oustanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee required by Section 6(b) of the Securities Act and computed
pursuant to Rule 457(c) under the Securities Act on the basis of the average
of the high and low sale prices reported in the Nasdaq National Market on
October 14, 1999.
<PAGE>
CIRRUS LOGIC, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information are incorporated by
reference into this Registration Statement:
1. The Annual Report on Form 10-K of Cirrus Logic, Inc. (the
"Registrant"), for the year ended March 27, 1999, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act");
2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 26, 1999, filed pursuant to Section 13(a) of the Exchange Act;
3. The Registrant's Current Reports on Form 8-K filed on August
3, 1999 and September 3, 1999;
4. The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed on May 1, 1989,
including any amendments or reports filed for the purpose of updating such
description; and
5. The Company's Registration Statement on Form S-3 filed with
the Securities and Exchange Commission (the "Commission") on September
3, 1999.
6. The Company's Registration Statement on Form S-8 (File No.
333-88345 filed with the Commission on October 4, 1999.
7. The Company's Registration Statement on Form S-8 (File No.
333-88347 filed with the Commission on October 4, 1999.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be
part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant'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 shall not be personally
liable for monetary damages for breach of their fiduciary duties as
II-1
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, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and officers and may indemnify its employees and other
agents to the fullest extent permitted by Delaware law. The Registrant's
Bylaws also permit the Registrant 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
Registrant would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Registrant
currently has secured such insurance on behalf of its officers and
directors.
The Registrant has entered into agreements to indemnify its
directors and officers, in addition to indemnification provided for in the
Registrant's Bylaws. Subject to certain conditions, these agreements,
among other things, indemnify the Registrant's directors and officers for
certain expenses (including attorney's fees), judgments, fines and
settlement amounts incurred by any such person in any action or
proceedings, including any action by or in the right of the Registrant,
arising out of such person's services as a director or officer of the
Registrant, any subsidiary of the Registrant or any other company or
enterprise to which the person provides services at the request of the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
- ---------
<S> <C>
4.1 Amended 1989 Employee Stock Purchase Plan*
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (Contained in Exhibit 5.1)
24.1 Power of Attorney (See Page II-5)
</TABLE>
* Incorporated by reference to Registrant's Registration Statement on Form S-8
(File No. 33-65495 filed on December 28, 1995).
ITEM 9. UNDERTAKINGS.
II-2
(a) The Registrant hereby undertakes:
(1) To file, during any period 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 (the "Securities Act"), each 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 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 law, the Registrant's Certificate of
Incorporation, Bylaws or indemnification agreements, 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 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
Securities Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
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 October 11, 1999.
CIRRUS LOGIC, INC.
By:/s/GLENN C. JONES
Glenn C. Jones
Vice President, Chief
Financial Officer,
Treasurer and Secretary
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Glenn C. Jones, his attorney-in-
fact, 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 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.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------- ------------------------------------ ------------------
<S> <C> <C>
/s/MICHAEL L. HACKWORTH Chairman of the Board and Director October 11, 1999
- -----------------------
(Michael L. Hackworth)
/s/SUHAS S. PATIL Chairman Emeritus and Director October 11, 1999
- -----------------------
(Suhas S. Patil)
/s/DAVID D. FRENCH President, Chief Executive Officer October 11, 1999
- ----------------------- (Principal Executive Officer) and
(David D. French) Director
/s/GLENN C. JONES Vice President, Chief Financial October 11, 1999
- ----------------------- Officer Treasurer and Secretary
(Glenn C. Jones) (Principal Financial Officer and
Principal Accounting Officer)
/s/WALDEN C. RHINES Director October 11, 1999
- -----------------------
(Walden C. Rhines)
/s/ROBERT H. SMITH Director October 11, 1999
- -----------------------
(Robert H. Smith)
/s/ALFRED S. TEO Director October 11, 1999
- -----------------------
(Alfred S. Teo)
Director
- -----------------------
(D. James Guzy)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- ---------
<S> <C>
4.1 Amended 1989 Employee Stock Purchase Plan*
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (Contained in Exhibit 5.1)
24.1 Power of Attorney (See Page II-5)
</TABLE>
* Incorporated by reference to Registrant's Registration Statement on Form S-8
(File No. 33-65495 filed on December 28, 1995).
II-6
EXHIBIT 5.1
October 15, 1999
Cirrus Logic, Inc.
3100 West Warren Avenue
Fremont, California 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
October 15, 1999 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 900,000
shares of your Common Stock (the "Shares"), reserved for issuance under
the 1989 Amended Employee Stock Purchase Plan (the "Plan"). As your legal
legal counsel we examined the proceedings taken and proposed to be taken
in connection with the issuance and sale of the Shares under the Plan.
It is our opinion that, when issued and sold in compliance with
applicable prospectus delivery requirements and in the manner referred to
in the Plan and pursuant to the agreements which accompany each option
grant under the Plan, 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.
Very truly yours,
/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 of our report dated
April 21, 1999 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 27, 1999, filed with the Securities and Exchange
Commission.
/S/ ERNST & YOUNG LLP
San Jose, California
October 15, 1999
