As filed with the Securities and Exchange Commission on October 1, 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)
------------------------------------------------------
77-0024818 Delaware
(I.R.S. Employer (State or other jurisdiction
Identification Number) of incorporation or organization)
3100 West Warren Avenue
Fremont, California 94538
(Address of principal executive offices)
---------------------------------------
AudioLogic, Inc. 1992 Stock Option 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)
------------------------------------------------------------
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 to be Price Offering Registration
be Registered Registered Per Share Price Fee
(1) (1)
- ----------------------------------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value
To be issued upon
exercise of options
granted under the
AudioLogic, Inc. 1992
Stock Option Plan 39,753 $0.34/$0.40 $13,556 $3.77
</TABLE>
(1) Calculated solely for the purpose of determining the amount of the
registration fee required by Section 6(b) of the Securities Act and computed
pursuant to Rule 457(h) under the Securities Act on the basis of the price
at which the options may be exercised, as set forth in (2).
(2) The exercise price for 39,095 of the shares to be issued upon exercise
of the options registered hereby is $0.34. The exercise price for the
remaining 658 shares is $0.40.
<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.
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. INTERESTS 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 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.
II-1
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 AudioLogic, Inc. 1992 Stock Option Plan.
4.2 Form Stock Option Agreement to AudioLogic, Inc. 1992 Option 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>
ITEM 9. UNDERTAKINGS.
(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.
II-2
(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 1, 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 September 30, 1999
- -----------------------
(Michael L. Hackworth)
/s/SUHAS S. PATIL Chairman Emeritus and Director September 30, 1999
- -----------------------
(Suhas S. Patil)
/s/DAVID D. FRENCH President, Chief Executive Officer September 30, 1999
- ----------------------- (Principal Executive Officer) and
(David D. French) Director
/s/GLENN C. JONES Vice President, Chief Financial September 30, 1999
- ----------------------- Officer Treasurer and Secretary
(Glenn C. Jones) (Principal Financial Officer and
Principal Accounting Officer)
/s/WALDEN C. RHINES Director September 30, 1999
- -----------------------
(Walden C. Rhines)
/s/ROBERT H. SMITH Director September 30, 1999
- -----------------------
(Robert H. Smith)
/s/ALFRED S. TEO Director September 30, 1999
- -----------------------
(Alfred S. Teo)
/s/D. JAMES GUZY Director September 30, 1999
- -----------------------
(D. James Guzy)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- ---------
<S> <C>
4.1 AudioLogic, Inc. 1992 Stock Option Plan.
4.2 Form Stock Option Agreement to AudioLogic, Inc. 1992 Option 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>
EXHIBIT 4.1
AUDIOLOGIC, INC.
1992 STOCK OPTION PLAN
(AS AMENDED THROUGH AUGUST 10, 1993)
1. PURPOSE OF PLAN. This Stock Option Plan is
intended to encourage ownership of shares of AudioLogic, Inc.
(the "Corporation") by key Employees and Consultants of the
Corporation, thereby providing additional incentive for such
Employees and Consultants to promote the success of the
business. Options granted hereunder may be either Incentive
Stock Options or Nonstatutory Stock Options, at the discretion
of the Board and as reflected in the terms of the written
option agreement.
2. DEFINITIONS. As used herein, the following
definitions shall apply:
(a) "BOARD" shall mean the Committee, if one
has been appointed, or the Board of Directors of the
Corporation, if no Committee is appointed.
(b) "CODE" shall mean the Internal Revenue
Code of 1986, the rules and regulations promulgated thereunder
and the interpretations thereof, all as from time to time in
effect.
(c) "CORPORATION" shall mean AudioLogic, Inc.,
a Colorado corporation.
(d) "COMMITTEE" shall mean the Committee
appointed by the Board of Directors in accordance with Section
4(a) of the Plan, if one is appointed.
(e) "CONSULTANT" shall mean any person,
including directors, performing services for the benefit of
the Corporation or any Parent or Subsidiary of the Corporation
as an independent consultant or adviser.
(f) "CONTINUOUS STATUS AS AN EMPLOYEE OR A
CONSULTANT" shall mean the absence of any interruption or
termination of service as an Employee or a Consultant, as
applicable. Continuous Status as an Employee shall not be
considered interrupted in the case of sick leave, military
leave, or any other leave of absence approved by the Board,
provided that either such leave is for a period of not more
than ninety (90) days or reemployment upon the expiration of
such leave is provided or guaranteed by contract or statute.
(g) "EMPLOYEE" shall mean any person employed
by the Corporation or any Parent or Subsidiary of the
Corporation. The payment of a director's fee by the
Corporation shall not be sufficient to constitute "employment"
by the Corporation.
(h) "AFTER MARKET VALUE" shall mean the
average of the closing bid and asked prices of a share of
Common Stock, as reported by The Wall Street Journal (or, if
not reported, as otherwise quoted by the National Association
of Securities Dealers through NASDAQ), on the date of the
grant of the Option, or, if the Common Stock is listed on the
NASDAQ National Market System or is listed on a national stock
exchange, the closing price on such system or such exchange on
the date of the grant of the Option, as reported in The Wall
Street Journal. In the event the Common Stock is not traded
publicly, the Fair Market Value of a share of Common Stock on
the date of the grant of the Option shall be determined, in
good faith, by the Board or the Committee and such
determination shall be conclusive for all purposes. The Board
or Committee shall take into account such factors affecting
value as it, in its sole and absolute discretion, may deem
relevant.
(i) "INCENTIVE STOCK OPTION" shall mean an
Option intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code.
(j) "NONSTATUTORY STOCK OPTION" shall mean an
Option not qualifying as an Incentive Stock Option.
(k) "OPTION" shall mean a stock option granted
pursuant to the Plan.
(l) "OPTIONED STOCK" shall mean the Stock
subject to an Option.
(m) "OPTIONEE" shall mean an Employee or
Consultant who receives an Option.
(n) "PARENT" shall mean a "parent
corporation," whether now or hereafter existing, as defined in
Section 425(e) of the Code.
(o) "PLAN" shall mean this Stock Option Plan.
(p) "SHARE" shall mean a share of the Stock,
as adjusted in accordance with Section 9 of the Plan.
(q) "STOCK" shall mean the Common Stock of the
Corporation.
(r) "STOCK OPTION AGREEMENT" shall mean the
written agreement setting forth the grant of an Option and
terms and conditions relating thereto (which need not be the
same for each Option), in the form attached hereto or such
other form as the Board in its discretion may approve.
(s) "SUBSIDIARY" shall mean a "subsidiary
corporation," whether now or hereafter existing, as defined in
Section 425(f) of the Code.
3. SHARES SUBJECT TO PLAN.
(a) AUTHORIZED SHARES. There will be reserved
for use from time to time under the Plan, an aggregate of
346,667 shares of Stock of $.01 par value of the Corporation,
subject to adjustment as provided in Section 9 below. As the
Board shall from time to time determine, the Shares may be in
whole or in part, authorized but unissued Shares or issued
Shares which shall have been reacquired by the Corporation.
If an Option should expire or become unexercisable for any
reason without having been exercised in full the unpurchased
Shares which were subject thereto shall become available for
future grant or sale under the Plan unless the Plan shall have
been terminated.
(b) RESERVATION OF SHARES. The Corporation,
during the term of this Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan. The inability of the
Corporation to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the
Corporation's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder, shall relieve the
Corporation of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority
shall not have been obtained.
4. ADMINISTRATION OF PLAN.
(a) GENERAL. The Plan shall be administered
by the Board of Directors or, if the Corporation has a class
of equity securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), by a Committee, a majority of which shall be
"disinterested" as defined in Rule 16b-3 under the Exchange
Act. The Board and the Committee shall have full authority to
administer the Plan, including authority to interpret and
construe any provision of the Plan and to adopt such rules and
regulations for administering the Plan as it may deem
necessary in order to comply with the requirements of the
Plan, or in order that any Option that is intended to be an
Incentive Option will be classified as an incentive stock
option under the Code, or in order to conform to any
regulation or to any change in any law or regulation
applicable thereto. The Board may reserve to itself any of
the authority granted to the Committee as set forth herein,
and it may perform and discharge all of the functions and
responsibilities of the Committee at any time that a duly
constituted Committee is not appointed and serving.
(b) ACTIONS OF THE BOARD AND COMMITTEE. All
actions taken and all interpretations and determinations made
by the Board or by the Committee in good faith (including
determinations of Fair Market Value) shall be final and
binding on all Optionees, the Corporation and all other
interested persons. No member of the Committee shall be
personally liable for any action or determination made in good
faith in connection with this Plan, and all members of the
Board of the Committee shall, in addition to their rights as
directors, be fully protected by the Corporation with respect
to any such action, determination or interpretation.
(c) INTERESTED DIRECTORS. Members of the
Board who are either eligible for Options or have been granted
Options may vote on any matters affecting the administration
of the Plan or the grant of any Options pursuant to the Plan,
except that no such member shall act upon the granting of an
Option to himself or herself, but any such member may be
counted in determining the existence of a quorum at any
meeting of the Board or Committee during which action is taken
with respect to the granting of Options to said Board or
Committee member (unless such action would affect a committee
member's status as "disinterested" under Rule 16b-3 of the
Exchange Act).
(d) POWERS OF THE BOARD. Subject to the
provisions of the Plan, the Board shall have the authority, in
its discretion: (i) to grant Incentive Stock Options or
Nonstatutory Stock Options; (ii) to determine, upon review of
the relevant information, the Fair Market Value of the Stock;
(iii) to determine the exercise price per share of Options to
be granted, which exercise price shall be determined in
accordance with Section 6 of the Plan; (iv) to determine the
Employees and Consultants to whom, and the time or times at
which, Options shall be granted and the number of shares to be
represented by each Option; (v) to interpret the Plan; (vi) to
prescribe, amend, and rescind rules and regulations relating
to the Plan; (vii) to determine the terms and provisions of
each Option granted (which need not be the same for each
Option granted) and, with the consent of the holder thereof,
modify, terminate or amend each Option; (viii) to accelerate
or defer (with the consent of the Optionee) the exercise date
of any Option; (ix) to authorize any person to execute on
behalf of the Corporation any instrument required to
effectuate the grant of an Option previously granted by the
Board; and (x) to make all other determinations deemed
necessary or advisable for the administration of the Plan.
5. ELIGIBILITY.
(a) GENERALLY. Options may be granted to
Employees and Consultants, provided that Incentive Stock
Options may only be granted to Employees. An Employee or
Consultant who has been granted an Option may, if he is
otherwise eligible, be granted additional Options.
(b) CRITERIA. In making any determination as
to Employees and Consultants to whom Options shall be granted,
the Committee shall take into account such factors as it shall
deem relevant in accomplishing the purpose of the Plan,
including but not limited to the Employee's or Consultant's
loyalty, performance, and experience.
(c) ISO LIMITATIONS WITH RESPECT TO PRICE. In
no event shall an Incentive Stock Option be granted to any
person who, at the time such Option is granted, owns (as
defined in Section 422 of the Code) shares possessing more
than 10% of the total combined voting power of all classes of
shares of the Corporation or of its parent or subsidiary
corporation, unless the option price is at least 110% of the
Fair Market Value of the stock subject to the Option, and such
Option is by its terms not exercisable after the expiration of
five (5) years from the date such Option is granted.
(d) ISO LIMITATIONS WITH RESPECT TO SHARES.
The aggregate Fair Market Value (determined as of the time
that option is granted) of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by
any individual Employee during any single Calendar Year under
this Plan and all the incentive stock option plans of the
Corporation (and its parent and subsidiary corporations, if
any), shall not exceed $100,000.
(e) NO EMPLOYEE CONTRACT. The Plan shall not
confer upon any Optionee any right with respect to
continuation of employment by or the rendition of consulting
services to the Corporation, nor shall it interfere in any way
with its right or the Corporation's right to terminate his or
her employment or services at any time.
6. PRICE.
(a) GENERALLY. The per share exercise price
for the Shares to be issued pursuant to exercise of an Option
shall be such price as is determined by the Board. However,
the exercise price of the Shares which shall be covered by
each Incentive Stock Option shall be at least 100% of the Fair
Market Value of the Shares at the time of granting the
Incentive Stock Option. The exercise price of a Nonstatutory
Stock Option shall not be less than 85% of the Fair Market
Value on the date of the grant of the Option. If an Incentive
Stock Option is granted to an Optionee who then owns stock
possessing more than 10% of the total combined voting power of
all classes of stock of the Corporation or its Parent or any
Subsidiary, the exercise price shall be as set forth in
Section 5(c) above.
(b) PAYMENT. The exercise price shall be paid
in full at the time of exercise of the Option in cash or in
such other form of lawful consideration as the Board of
Directors or the Committee may approve from time to time,
including, without limitation, the transfer of outstanding
shares of Stock as provided in Section 7(d).
7. OPTIONS.
(a) GENERALLY. Subject to the provisions of
the Plan, the Board shall determine for each Option (which
need not be identical) the number of shares for which the
Option shall be granted, the Option price of the Option, and
all other terms and conditions of the Option.
(b) TIME OF GRANTING OPTIONS. Neither
anything contained in the Plan or in any resolution adopted or
to be adopted by the Board of Directors or the shareholders of
the Corporation nor any action taken by the Committee shall
constitute the granting of any Option. The granting of an
Option shall take place only when a written Stock Option
Agreement shall have been duly executed and delivered by or on
behalf of the Corporation and the person to whom such Option
shall be granted.
(c) TERM OF OPTION. The term of each Option
may be up to ten (10) years from the date of grant thereof or
such shorter term as may be provided in the Stock Option
Agreement. However, in the case of an Incentive Stock Option
granted to an Employee who, at the time the Incentive Stock
Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of
the Corporation or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date
of grant thereof or such shorter time as may be provided in
the Stock Option Agreement.
(d)EXERCISE OF OPTION.
(i) Any Option granted hereunder shall be
exercisable at such times and under such conditions as
determined by the Board, including performance criteria
with respect to the Corporation or the Optionee, or both,
and as shall be permissible under the terms of the Plan.
(ii) An Option may not be exercised for a
fraction of a Share.
(iii) An Option shall be deemed to be
exercised when written notice of such exercise has been
given to the Corporation in accordance with the terms of
the Option by the person entitled to exercise the Option
and full payment for the Shares with respect to which the
Option is exercised has been received by the Corporation.
If shares of Common Stock are permitted to be surrendered
in payment of the exercise price of any Option, such
surrendered shares shall be valued at their Fair Market
Value on the date of exercise of the Option. Until the
issuance of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights
as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option.
(iv) Exercise of an Option in any manner
shall result in a decrease in the number of Shares which
thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.
(v) Except as otherwise specifically
provided herein, an Option may not be exercised at any
time unless the holder thereof shall have maintained
Continuous Status as an Employee or Consultant of the
Corporation or of one or more of its Subsidiaries, or its
Parent, from the date of the granting of the Option to
the date of its exercise.
(vi) The Board may condition the grant of
any Option upon the agreement by Optionee that all shares
issuable upon exercise of such Option shall be subject to a
right of first refusal by the Corporation.
(e) TERMINATION OF EMPLOYMENT.
(i) In the event that the employment of an
Employee or the engagement of a Consultant to whom an Option
shall have been granted shall be terminated other than by
reason of death or disability, such Option may be exercised
(to the extent that the Employee or Consultant shall have been
entitled to do so at the termination of his employment or
engagement) at any time within three months after such
termination, but in any event no later than the date of
expiration of the Option term; provided, however, that in its
discretion the Board may provide (at the time of grant, at the
time of termination or at such other time as it determines)
that all or part of an Option granted to a Consultant shall
remain outstanding after the termination of his or her
engagement by the Corporation for the period of time
determined by the Board (but not longer than permitted by
Section 7(c) hereof).
(ii) Notwithstanding the provisions of
sub-section e(i), above, if the holder of an Option is
terminated for "cause" (as hereinafter defined), the Board
shall have the authority, by notice to the holder of an
Option, to immediately terminate such Option, effective on the
date of termination of employment, and such Option shall no
longer be exercisable to any extent whatsoever. As used
herein, "cause" shall mean Optionee's termination by reason of
(i) a material failure by Optionee, as determined solely in
the discretion of the Board, to carry out the responsibilities
and requirements of Optionee's position with the Corporation,
(ii) the breach by Optionee of the terms of any non-disclosure
or non-compete agreement with the Corporation, or (iii) the
commission by Optionee, as determined solely in the discretion
of the Board of Directors, of any act performed other than
pursuant to Optionee's duties to the Corporation, which has a
material adverse effect on the business or reputation of the
Corporation.
(iii) So long as the holder of an Option
shall maintain Continuous Status as an Employee or Consultant
of the Corporation or one or more of its subsidiaries, his or
her Option shall not be affected by any change of duties or
position. To the extent that the holder of an Option was not
entitled to exercise his or her Option at the time of his or
her termination, or insofar as he or she does not exercise
such Option to the extent he or she was entitled within the
time specified herein, the Option shall itself terminate at
the time of such termination , unless otherwise provided by
the Board pursuant to this Section 7(e)(i) in the case of a
Consultant.
(f) Disability of Optionee. Notwithstanding
the provisions of Section 7(e) above, in the event an Employee
or Consultant is unable to continue his or her employment with
or to perform services for the benefit of the Corporation as a
result of his or her total and permanent disability (as
defined in Section 22(e)(3) of the Code), Optionee (or
Optionee's legal representative) may, but only within one year
after termination due to such disability, exercise his or her
Option to the extent Optionee was entitled to exercise it at
the date of such disability; provided that if the Board has
provided for different exercisability criteria for any
Consultant pursuant to Section 7(e), above, such terms shall
also affect the provisions of this Section 7(f). To the
extent that Optionee was not entitled to exercise the Option
at the date of disability, or insofar as he or she does not
exercise such Option to the extent entitled within the time
specified herein, the Option shall terminate.
(g) DEATH OF OPTIONEE. Unless otherwise
provided for by the Board pursuant to Section 7(e) with
respect to an Option granted to a Consultant, or unless
otherwise set forth in the Option Agreement, in the event of
the death of an Optionee:
(i) if Optionee dies during the term of
the Option and is at the time of his or her death an
Employee or Consultant of the Corporation who shall have
been in Continuous Status as an Employee or Consultant
since the date of grant of the Option, the Option may be
exercised, at any time within one year following the date
of death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or
inheritance, but only to the extent the right to exercise
had accrued at the date of death; or
(ii) if Optionee dies within three (3)
months after the termination of Continuous Status as an
Employee or Consultant, the Option may be exercised, at
any time within one year following the date of death, by
the Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance,
but only to the extent of the right to exercise that had
accrued at the date of such termination.
8. NON-TRANSFERABILITY OF OPTIONS. The Options
may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws
of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee or Optionee's
legal representative.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
Subject to any required action by the shareholders of the
Corporation, the number of shares of Stock covered by each
outstanding Option and the number of shares of Stock which
have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an
Option upon termination of employment, as well as the price
per share of Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Stock resulting from a stock
split, the payment of a stock dividend with respect to the
Stock, or any other increase or decrease in the number of
issued shares of Stock effected without receipt of
consideration by the Corporation; provided, however, that
conversion of any convertible securities of the Corporation
shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding,
and conclusive. Except as expressly provided herein, no
issuance by the Corporation of shares of stock of any class,
or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Stock
subject to an Option.
10. LIQUIDATION OR MERGER OF THE CORPORATION.
(a) LIQUIDATION. In the event of a proposed
dissolution or liquidation of the Corporation, the Option
shall terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. The
Board may, in the exercise of its sole discretion in such
instances, give each Optionee the right to exercise his or her
Option as to Shares as to which the Option would not otherwise
be exercisable.
(b) SALE OF ASSETS, MERGER OR CONSOLIDATION.
In the event of a proposed sale of all or substantially all of
the assets of the Corporation, or the merger or consolidation
of the Corporation with or into another corporation in a
transaction in which the Corporation does not survive, the
Board, in its sole discretion, may provide for the
acceleration of the exercise date of some or all of the non-
exercisable portion of any outstanding Option, and/or may
provide for the termination of any Option immediately prior to
the consummation of the proposed transaction, and/or may
provide for the replacement of any Option with comparable
options to purchase stock of such other corporation. Any
Option (or portion thereof) not exercised or terminated prior
to the consummation of such transaction shall terminate
immediately upon consummation thereof.
11. WITHHOLDING TAXES: SATISFIED BY WITHHOLDING
OPTIONED SHARES.
(a) GENERAL. The Corporation, its Parent or
any Subsidiary may take such steps as it may deem necessary or
appropriate for the withholding of any taxes which the
Corporation, its Parent or any Subsidiary is required by law
or regulation of any governmental authority, whether federal,
state or local, domestic or foreign, to withhold in connection
with any option, including, but not limited to, requiring the
Optionee to pay such tax at the time of exercise or the
withholding of issuance of shares of Stock to be issued upon
the exercise of any Option until the Optionee reimburses the
Corporation for the amount the Corporation is required to
withhold with respect to such taxes, or, at the Corporation's
sole discretion, cancelling any portion of such issuance of
Stock in any amount sufficient to reimburse itself for the
amount it is required to so withhold.
(b) SATISFYING TAXES BY WITHHOLDING OPTIONED SHARES.
All federal and state taxes required to be withheld
or collected from an Optionee upon exercise of an Option may
be satisfied by the withholding of a sufficient number of
exercised Option Shares which, valued at Fair Market Value on
the date of exercise, would be equal to the total withholding
obligation of the Optionee for the exercise of such Option.
Such election shall be deemed made upon receipt of notice
thereof by an officer of the Corporation, by mail, personal
delivery or by facsimile message, and shall (unless notice to
the contrary is provided to the Corporation) be operative for
all Option exercises which occur during the twelve-month
period following election.
12. ISSUANCE OF SHARES.
(a) Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and
the issuance and delivery of such Shares pursuant thereto
shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended,
the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon
which the Shares may then be listed, and shall be further
subject to the approval of counsel for the Corporation with
respect to such compliance.
(b) As a condition to the exercise of an
Option, the Corporation may impose various conditions,
including a requirement that the person exercising such Option
represent and warrant, at the time of any such exercise, that
the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares, and a
requirement that the Shares be subject to a right of first
refusal as set forth in the Option Agreement between Optionee
and the Corporation.
13. EFFECTIVENESS OF PLAN. The Plan shall become
effective on August 4, 1992, but only if the shareholders of
the Corporation shall, by the affirmative vote of a majority
in interest of all the shares of the Corporation taken within
twelve months after such date, have approved the Plan.
14. TERMINATION AND AMENDMENT OF PLAN. The Plan
shall terminate on August 3, 2002, and no Option shall be
granted under the Plan after that date. The Board of
Directors may at any time and from time to time modify or
amend the Plan (including the form of Stock Option Agreement)
in such respects as it shall deem advisable, provided that
without approval by a majority in interest of all the shares
of the Corporation there shall be: (a) no increase in the
total number of shares covered by the Plan (except by
operation of Section 9 hereof), (b) no change in the formula
for determining the exercise price or the maximum term of
Options, (c) no change that would materially lessen the
requirements as to eligibility for participation in the Plan,
and (d) no change in the class of persons eligible to receive
options or rights under the Plan, including the definitions of
"Employee" and "Consultant.
EXHIBIT 4.2
Standard
AUDIOLOGIC, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is issued to _____________________
(the "Optionee"), pursuant to the 1992 Stock Option Plan (the "Plan")
of AudioLogic, Inc., a Colorado corporation (the "Corporation").
1. OPTIONEE: BASIC TERMS. The Optionee is hereby granted
an option to purchase the number of fully paid and non-assessable
shares of the Common Stock, $.01 par value, of the Corporation at the
option price set forth below, subject to the following additional
terms and conditions:
(a) DEFINITIONS.
(i) "Code" shall mean the Internal Revenue
Code of 1986, as amended from time to time.
(ii) "Incentive Stock Option" shall mean an
option described in Section 422 of the Code. To qualify for
favorable tax treatment provided by an Incentive Stock Option,
the shares purchased upon exercise must be held for a period of
two (2) years from the date of the option grant and for a period
of one (1) year after the shares are transferred to Optionee.
(iii) "Non-Statutory Option" shall mean
an option other than an Incentive Stock Option, the exercise of
which generally results in an immediate taxable event.
(iv) Unless otherwise indicated, all
capitalized terms set forth in this Agreement shall have the
meaning provided to them under the Plan, a copy of which Optionee
acknowledges having received.
(b) GRANT OF OPTIONS.
(i) The Corporation hereby grants to the
Optionee an option (the "Option") to purchase ________ shares of
the Common Stock of the Corporation, upon the terms and
conditions set forth below. The date of grant of the Option is
___________________ (the "Grant Date").
(ii) This Option is intended to be a(n):
Incentive Stock Option (to be
received only by employees of the Corporation).
Non-Statutory Option.
(iii) The Optionee is a(n) (if
applicable, check more than one):
Employee Officer
Consultant Director
(c) DURATION OF OPTION
(i) EXPIRATION OF OPTION.
This Option shall expire ten (10) years from the Grant Date;
provided, however, for any Optionee who owns more than ten
percent (10%) of the total combined voting power or value of all
classes of stock of the Corporation, the duration of an Incentive
Stock Option shall be five (5) years.
(ii) NON-STATUTORY OPTION. If this Option
is a Non-Statutory Stock Option, as set forth above, it shall expire
five (5) years after the Grant Date.
(iii)TERMINATION FOR CAUSE.
Notwithstanding any of the foregoing, if the Optionee is
terminated "for cause" (as such term is defined in Section 7 (c)
of the Plan), this Option shall terminate immediately upon such
termination and the holder in such event shall have no right
after such termination to exercise any unexercised Option he or
she might have exercised on or prior to the termination.
(d) EXERCISE PRICE. The purchase price for the
shares subject to the Option shall be $_______ per share, which
is either: (a) equal to at least eighty-five percent (85%) of the
Fair Market Value if the Option is a Non-Statutory Stock Option,
(b) equal to at least one-hundred percent (100%) of the Fair
Market Value if the Option is an Incentive Stock Option, or (c)
equal to at least one-hundred ten percent (110%) of the Fair
Market Value if the Option is an Incentive Stock Option and
Optionee holds more than ten percent (10%) of the total combined
voting power or value of all classes of stock of the Corporation.
2. EXERCISABILITY.
Subject to the provisions relating to termination of employment,
death or permanent disability as set forth in the Plan and
paragraph 7 hereof, this Option shall become exercisable in one
or more installments, in the percentages and on and after the
dates set forth below:
Period of Time After % of Option
Grant Date Shares Exercisable
Twelve (12) Months 28%
Each calendar month thereafter 2%
Under these provisions, the Option is fully exercisable
approximately four years after the Grant Date. Twenty-eight
percent (28%) of the Option becomes exercisable one year after
the Grant Date and the remainder becomes exercisable on a monthly
basis over the following three years.
3. LIMIT ON EXERCISE OF OPTION. This Option may be
exercised as to exercisable Shares at any time or from time to
time during the term of this Agreement. Except on termination of
employment, death or permanent disability as set forth in the
Plan, the Option may not be exercised at any time unless the
Optionee shall have maintained Continuous Status as an Employee
of the Corporation or of its Parent or of one or more of its
Subsidiaries, from the date hereof to the date of the exercise of
the Option, except as otherwise provided by the Board pursuant to
Section 7 of the Plan with respect to an Option granted to a
Consultant. The holder of the Option shall not have any of the
rights of a shareholder with respect to the Shares covered by the
Option except to the extent that one or more certificates for
such Shares shall be delivered to him or her upon the due
exercise of the Option.
4. METHOD OF EXERCISING OPTION.
(a) Subject to the terms and conditions of this
Option Agreement, the Option may be exercised by written notice
to the Corporation, at its principal office, in the form of
Exhibit A attached hereto. Such notice shall be accompanied by
payment of the full purchase price of such shares, and the
Corporation shall deliver a certificate or certificates
representing such shares as soon as practicable after the notice
is received. Payment of such purchase price shall, in either
case, be made in any of the following methods, as may be elected
by the Optionee, except for those PROHIBITED methods indicated by
a check mark within any of the boxes below (a check mark means
the method is prohibited):
in cash or by check payable to the order of
the Corporation;
in Common Stock of the Corporation already
owned by the Optionee, valued as of the date
of exercise of the Option at Fair Market
Value and subject to such terms and
conditions as are prescribed by the Board; or
in Shares being acquired upon exercise of the
Option, valued as of the date of exercise of
the Option at Fair Market Value and subject
to such terms and conditions as are
prescribed by the Board.
(b) Optionee agrees to have withheld from any
remuneration payable to him by the Corporation and/or to pay to
the Corporation, at the time of exercise of the Option, an amount
which is required to be withheld or paid pursuant to any Federal,
State or local tax or revenue laws or regulations, as may be
determined by the Corporation. The Optionee may satisfy such tax
withholding by instructing the Corporation to withhold such
number of option shares exercised which, when valued at Fair
Market Value on the date of exercise, equal the total tax
obligations required to be withheld.
(c) The certificate or certificates for the
shares as to which the Option shall have been exercised shall be
registered in the name of the person or persons exercising the
Option. In the event the Option shall be exercised pursuant to
the Plan by any person or persons other than the Optionee, such
notice shall be accompanied by appropriate proof of the right of
such person or persons to exercise the Option. All shares that
shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and nonassessable.
5. NONTRANSERABILITY. The Option shall not be
transferable otherwise than by will or the laws of descent and
distribution, and the Option may be exercised, during the
lifetime of the Optionee, only by the Optionee or his or her
legal representative. The Option shall be null and void and
without effect upon any attempted assignment or transfer, except
as hereinabove provided, including without limitation, any
purported assignment, whether voluntary or by operation of law,
pledge, hypothecation or other disposition contrary to the
provisions hereof, or levy of execution, attachment, trustee
process or similar process, whether legal or equitable, upon the
Option.
6. DISCLOSURE AND RISK. The Optionee represents and
warrants to the Corporation as follows:
(a) This Option and the Shares will be acquired
by the Optionee for Optionee's own account, for investment and
not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").
(b) The Optionee understands that: (i) at time
of grant and exercise, the Option and the Shares have not been and
probably will not have been registered under the Securities Act
by reason of their issuance in a transaction exempt from the
registration and prospectus delivery requirements of the
Securities Act, and that they must be held by the Optionee
indefinitely; (ii) that the Optionee must therefore bear the
economic risk of such investment indefinitely, unless a
subsequent disposition thereof is registered under the Securities
Act or is exempt from registration; (iii) that Rule 144, the
usual exemption from registration, is only available after the
satisfaction of certain holding periods and in the presence of a
public market for the Shares, that there is no certainty that a
public market for the Shares will exist, and that otherwise it
will be necessary that the Shares be sold pursuant to another
exemption from registration which may be difficult to satisfy.
(c) That because of Optionee's position with
the Corporation and as a result of inquiries made by Optionee and
information furnished to Optionee by the Corporation, Optionee
has as of the date of grant and will have as of the date of
exercise, reviewed all information necessary to make an informed
investment decision.
(d) The Optionee understands that, under
certain conditions, disposition of the Shares subject to this Option
Agreement could result in adverse tax consequences because of
failure to meet prescribed holding period requirements. Optionee
hereby agrees to notify the Corporation in writing within thirty
(30) days after the date of any such disposition.
(e) That Optionee understands that each
certificate representing the Shares shall be endorsed with the
following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
ANY FEDERAL OR STATE SECURITIES LAWS. THE
SHARES MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED UNLESS SO
REGISTERED OR QUALIFIED, OR UNLESS AN
EXEMPTION FROM REGISTRATION OR QUALIFICATION
EXISTS. THE AVAILABILITY OF ANY EXEMPTION
FROM REGISTRATION OR QUALIFICATION MUST BE
ESTABLISHED BY AN OPINION OF COUNSEL FOR THE
SHAREHOLDER, WHICH OPINION AND COUNSEL MUST
BE REASONABLY SATISFACTORY TO THE COMPANY."
The Corporation need not register a transfer of any of the Shares
unless one of the conditions specified in the foregoing legend is
satisfied.
7. RIGHT OF FIRST REFUSAL. Before any Shares issued
upon exercise of this Option may be sold or transferred
(including transfer by operation of law) such shares (the
"Offered Shares") shall first be offered to the Corporation.
(a) The Optionee shall deliver a notice
("Notice") to the Corporation stating (i) his or her bona fide
intention to sell or transfer the Offered Shares, (ii) the number
of the Offered Shares to be sold or transferred, (iii) the cash
price for which he or she proposes to sell or transfer the
Offered Shares, and (iv) the name of the proposed purchaser or
transferee.
(b) Within thirty (30) days after receipt of
the Notice, the Corporation or its assignee shall serve notice to the
Optionee of whether it intends to purchase any or all of the
Offered Shares at the price per share and on the terms specified
in the Notice.
(c) If all the Offered Shares to which the
Notice refers are not elected to be purchased, as provided in Section
7(b) hereof, the Optionee may sell the remaining Offered Shares
to any person named in the Notice at the price and on the terms
specified in the Notice, so long as such sale or transfer is
consummated within three (3) months of the date of said Notice to
the Corporation, and is materially in accordance with all the
terms and conditions hereof; provided, however, that Optionee may
not sell, assign or otherwise transfer any Shares to any
competitor of the Company or to any other person or entity if, in
the reasonable opinion of the Board of Directors, the ownership
of the Shares by such person would materially and adversely
affect the Corporation's business and operations. Any Shares not
sold or transferred within such three-month period will be
subject to the provisions of this Section 8 upon any subsequent
transfer.
(d) Optionee's obligations under this Section 7
shall terminate immediately prior to and effective upon (i) the
merger, reorganization, or consolidation of the Corporation in
which the holders of the outstanding voting securities of the
Corporation immediately prior to such merger, reorganization or
consolidation do not hold a majority of the voting securities of
the surviving entity outstanding immediately after such merger,
reorganization or consolidation, (ii) the sale of all or
substantially all of the Corporation's assets, or (iii) the
initial public offering of the Corporation's Common Stock
pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
(e) The provisions of Sections 7(a), 7(b) and
7(c) shall not apply to a transfer of any shares of Stock by
Optionee during his lifetime to his ancestors, descendants or
spouse, or any custodian or trustee for the account of Optionee
or Optionee's ancestors, descendants or spouse; provided, in each
such case the transferee shall receive and hold such shares
subject to the provisions of this Section 7 and there shall be no
further transfer of such shares except in accordance herewith.
(f) Optionee understands that each certificate
representing the Shares shall be endorsed with the following
legend, unless this Section 7 has terminated prior to the
issuance of such Shares:
THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST
REFUSAL OBLIGATION IN FAVOR OF THE
CORPORATION OR ITS ASSIGNEE, AS SET FORTH IN
AN AGREEMENT BETWEEN THE CORPORATION AND THE
REGISTERED HOLDER, OR HIS PREDECESSOR IN
INTEREST, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THIS CORPORATION.
8. NOTIFICATION UPON TRANSFER OF ISO SHARES. If this
Option is an Incentive Stock Option, the Optionee hereby agrees
to notify the Corporation in writing within three (3) days after
any sale, transfer or other disposition of shares acquired upon
the exercise of this Option which occurs within either twelve
(12) months following the date of exercise or twenty-four (24)
months following the Grant Date.
IN WITNESS WHEREOF, the Corporation has caused this
Option Agreement to be duly executed by its officers thereunto
duly authorized, and the Optionee has executed this Agreement,
all as of the Grant Date set forth in paragraph 1(b) (i) above.
AUDIOLOGIC, INC.
By:
Title:
Optionee
Optionee acknowledges receipt of a copy of the Plan, a
copy of which is annexed hereto, and represents that Optionee is
familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions
thereof. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Corporation's
Board of Directors upon any questions arising under the Plan.
Dated: __________________.
EXHIBIT A
AUDIOLOGIC, INC.
NOTICE OF EXERCISE OF OPTION
I, __________________, hereby give notice to
AudioLogic, Inc. (the "Company"), of my intent to exercise my
right and option to purchase ___________ shares of the Company's
common stock under the Company's 1992 Stock Option Plan (the
"Plan"), and granted to me pursuant to a Stock Option Agreement
dated _________________________ 19____ ("Option Agreement").
I hereby specifically reaffirm the representations,
warranties, and acknowledgments contained in paragraph 6 of the
Option Agreement.
IN WITNESS WHEREOF, I have executed this Notice this
_______ day of ________________, 19____.
(Signature)
(Name Printed)
EXHIBIT 5.1
October 1, 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
September 30, 1999 (the "Registration Statement"), in connection with
the registration under the Securities Act of 1933, as amended, of 39,753
shares of your Common Stock (the "Shares") reserved for issuance under
the AudioLogic, Inc. 1992 Stock Option Plan (the "Plan"). As your legal
counsel, we have 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 AudioLogic, Inc. 1992 Stock
Option 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 1, 1999
