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As filed with the Securities and Exchange Commission on October 25, 2000.
Registration No. 333-23553
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO THE
FORM S-1
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)
4210 SOUTH INDUSTRIAL DRIVE
AUSTIN, TEXAS 78744
(512) 445-7222
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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DAVID D. FRENCH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CIRRUS LOGIC, INC.
4210 SOUTH INDUSTRIAL DRIVE
AUSTIN, TEXAS 78744
(512) 445-7222
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Edward H. Molter, Esq.
Brobeck, Phleger & Harrison LLP
301 Congress Avenue, Suite 120
Austin, Texas 78701
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CIRRUS LOGIC, INC.
This registration statement, as amended to the date of its effectiveness
(March 18, 1997), registered the sale from time to time of up to $280,725,000 of
the 6% convertible subordinated notes due 2003 of the registrant and 11,591,219
shares of the common stock of the registrant issuable upon conversion of such
notes by the holders named therein. The offering has now been terminated.
Accordingly, the registrant hereby deregisters all notes and shares of the
common stock originally covered by this registration statement but not sold
pursuant to the prospectus thereto.
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Item 16. Exhibits and Financial Statement Schedules
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Exhibit Number Exhibit
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24.1 Power of Attorney.
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-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas on this 25th day of October,
2000.
CIRRUS LOGIC, INC.
By: /s/ David D. French
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David D. French
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
-------------------- -------------------------------------- ----------------
<C> <S> <C> <C>
/s/ David D. French President, Chief Executive Officer and Director
-------------------------
David D. French (Principal Executive Officer) October 25, 2000
/s/ Robert W. Fay Vice President, Chief Financial Officer, and Secretary
----------------------
Robert W. Fay (Principal Financial and Accounting Officer) October 25, 2000
-------------------------
Michael Hackworth Chairman of the Board October 25, 2000
/s/ Suhas S. Patil
-------------------------
* Suhas S. Patil Chairman Emeritus and Director October 25, 2000
/s/ D. James Guzy
-------------------------
* D. James Guzy Director October 25, 2000
/s/ Dr. Harold J. Raveche
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* Dr. Harold J. Raveche Director October 25, 2000
/s/ Walden C. Rhines
-------------------------
* Walden C. Rhines Director October 25, 2000
/s/ Robert H. Smith
-------------------------
* Robert H. Smith Director October 25, 2000
/s/ Alfred S. Teo
-------------------------
* Alfred S. Teo Director October 25, 2000
</TABLE>
* This registration statement has been signed on behalf of the above officers
and directors by David D. French, President, Chief Executive Officer and
Director of the Company and Robert W. Fay as attorneys-in-fact pursuant to a
power of attorney filed as Exhibit 24.1 to this registration statement.
Dated: October 25, 2000 By: /s/ David D. French
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David D. French, Attorney-in-Fact
By: /s/ Robert W. Fay
----------------------------------
Robert W. Fay, Attorney-in-Fact
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-1
UNDER
SECURITIES ACT OF 1933
CIRRUS LOGIC, INC.
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EXHIBIT INDEX.
Exhibit Number Exhibit
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24.1 Power of Attorney.
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David D. French and Robert W. Fay,
jointly and severally, his attorney-in-fact, with the power of substitution, for
him in any and all capacities, to sign the documents listed below and any
amendments to those documents, 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, these Registration
Statements have been signed by the following persons in the capacities indicated
on October 18, 2000.
Post Effective amendment to Registration Statement Number 333-23553 on Form S-3:
To withdraw the registration statement for the shares issued to bondholders as
the registration rights given in the agreement have expired
Post Effective amendment to Registration Statement Number 333-86561 on Form S-3:
To withdraw the registration statement for the shares issued to AudioLogic, Inc.
shareholders as the registration rights given in the acquisition agreement have
expired
Post Effective amendment to Registration Statement Number 333-32964 on Form S-3:
To withdraw the registration statement for the shares issued to IBM as the
registration rights given in the restructuring agreement have expired
Registration Statement on Form S-8: To file past amendments to the 1989 Employee
Stock Purchase Plan with the Securities Exchange Commission
Registration Statement on Form S-8: To increase the number shares authorized for
issuance under the 1996 Stock Plan by 3,500,000
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------------------- -----------------------------------------------
<S> <C>
___________________
Michael L. Hackworth Chairman of the Board and Director
/s/ Suhas S. Patil
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Suhas S. Patil Chairman Emeritus and Director
/s/ David D. French
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David D. French President, Chief Executive Officer and Director
/s/ Walden C. Rhines
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Walden C. Rhines Director
/s/ Robert H. Smith
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Robert H. Smith Director
/s/ Alfred S. Teo
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Alfred S. Teo Director
/s/ D. James Guzy
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D. James Guzy Director
/s/ Harold J. Raveche
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Harold J. Raveche Director
</TABLE>
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