As filed with the Securities and Exchange Commission on February 18, 1999
Registration Nos. 333-42693, 033-65495, 33-83148, and 33-43914
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CIRRUS LOGIC, INC.
(Exact name of issuer as specified in its charter)
Delaware 77-0024818
(State of incorporation) (I.R.S. Employer Identification Number)
3100 W. Warren Avenue
Fremont, California 94538
(Address of principal executive offices)
AMENDED 1987 STOCK OPTION PLAN
CRYSTAL SEMICONDUCTOR CORPORATION 1987 STOCK OPTION PLAN
AMENDED 1991 NON-QUALIFIED STOCK OPTION PLAN
AMENDED 1996 STOCK PLAN
AMENDED 1989 EMPLOYEE STOCK PURCHASE PLAN
AMENDED 1990 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plan)
RONALD K. SHELTON
Chief Financial Officer
CIRRUS LOGIC, INC.
3100 W. Warren Avenue
Fremont, California 94538
(510) 623-8300
(Name, address and telephone number of agent for service)
Copies to:
MICHAEL J. DANAHER
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Per Share Fee
See below * N/A* N/A* N/A* N/A*
* No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statement Nos. 33-43914,
33-83148, 33-65495, and 333-42693. Therefore, no further registration fee
is required.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to certain Registration
Statements on Form S-8 (File Nos. 33-43914, 33-83148, 33-65495, and 333-42693)
(the "Registration Statements") is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act") by Cirrus Logic,
Inc., a Delaware corporation ("Cirrus Delaware" or the "Company"), which is
the successor to Cirrus Logic, Inc., a California corporation ("Cirrus
California"), following a statutory merger effective on February 18, 1999
(the "Merger") for the purpose of changing Cirrus California's state of
incorporation. Prior to the Merger, Cirrus Delaware had no assets or
liabilities other than nominal assets or liabilities. In connection with
the Merger, Cirrus Delaware succeeded by operation of law to all of the
assets and liabilities of Cirrus California. The Merger was approved by the
shareholders of Cirrus California at a meeting for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
Except as modified by this Amendment (including modifications resulting
from the incorporation of documents by reference), Cirrus Delaware, by
virtue of this Amendment, expressly adopts the Registration Statements
as its own registration statement for all purposes of the Securities Act
and the Exchange Act.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Information Incorporated by Reference
In addition to the documents already incorporated by reference into the
Registration Statements, 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 Prospectus 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 Prospectus and to be part hereof from
the date of filing such documents.
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 for 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 from 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 attorney's fees), judgments, 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 as 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 8. Exhibits
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Wilson Sonsini Goodrich & Rosati (see Exhibit 5.1).
24.1 Power of Attorney
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 this Registration Statement or any material change to such
information in this 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 Delaware General Corporations Law,
the Certificate of Incorporation of the Registrant, the Bylaws of the
Registrant, Indemnification Agreements entered into between the Registrant
and its officers and directors, or otherwise, the Registrant has been
advised that in the opinion of the 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, 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 the 18th day of February, 1999.
CIRRUS LOGIC, INC.
By: /s/ Ronald K. Shelton
Chief Financial Officer
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 Operating Officer,
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
Exhibit 5.1
February 17, 1999
Cirrus Logic, Inc.
3100 W. Warren Avenue
Fremont, California 94538
Re: Registration Statement on Form S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by Cirrus
Logic, Inc., a Delaware Corporation (the "Company"), with the Securities and
Exchange Commission on or about February 18, 1999 (the "Registration
Statement") in connection with the assumption pursuant to Rule 414 of the
Securities Act of 1933, as amended, by the Company of certain Registration
Statements on Form S-8 filed by the Company's predecessor, Cirrus Logic, Inc.,
a California Corporation ("Cirrus California"), relating to shares of Common
Stock of Cirrus California reserved for issuance under certain stock plans
(the "Plans") of Cirrus California. We understand that the Plans have been
assumed by the Company and that in accordance with the terms of the Plans,
the Company has reserved shares (the "Shares") of Common Stock of the
Company for issuance pursuant to the Plans. As your counsel, we have examined
the proceedings taken and are familiar with the proceedings proposed to be
taken by you in connection with said issuance and sale of the Shares pursuant
to the Plans.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us to be taken prior to the issuance and sale of the Shares
pursuant to the Plans, and upon completion of the proceedings being taken in
order to permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares, when
issued and sold in the manner referred to in the Plan and the Registration
Statement, 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, including the prospectus constituting a part
thereof, and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
