As filed with the Securities and Exchange Commission on October 18, 1999
Registration No. 333-89243
=======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
to
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 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)
----------------------------------------
Amended 1989 Employee Stock Purchase Plan
(Full title of the plan)
------------------------
David D. French
Chief Executive Officer
3100 West Warren Avenue
Fremont, California 94538
------------------------
(Name and address of agent for service)
(510) 623-8300
(Telephone number, including area code, of agent for service)
-------------------------------------------------------------
Copy to:
Michael J. Danaher, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
--------------
CALCULATION OF REGISTRATION FEE
========================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title Amount Offering Aggregate Amount of
of Securities to be Price Offering Registration
to be Registered Registered Per Share Price Fee
- -------------------------------- ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C>
SEE EXPLANATORY NOTE BELOW N/A N/A N/A N/A
</TABLE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the original Registration
Statement on Form S-8 (File No. 333-89243) is being filed solely for the
purpose of refiling Exhibit 23.1 thereto, in order to correct a typographical
error. All other portions of the Registration Statement, as previously filed,
remain unchanged No additional securities are to be registered, and
registration fees were paid upon filing of the original Registration Statement.
Therefore, no further registration fee is required.
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
23.1 Consent of Ernst & Young LLP, Independent Auditors
</TABLE>
<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 Post-
Effective Amendment No. 1 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fremont, State of
California, on October 21, 1999.
CIRRUS LOGIC, INC.
By:/S/GLENN C. JONES
Glenn C. Jones
Vice President, Chief Financial
Officer, Treasurer and Secretary
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
23.1 Consent of Ernst & Young LLP, Independent Auditors
</TABLE>
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 1989 Employee Stock Purchase 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
