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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2001
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LSI LOGIC CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 94-2712976
(State of Incorporation) (I.R.S. Employer Identification Number)
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1551 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
(408) 433-8000
(Address of Principal Executive Offices, including Zip Code)
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OPTIONS GRANTED UNDER THE C-CUBE MICROSYSTEMS INC. 2000 STOCK PLAN
AND ASSUMED BY LSI LOGIC CORPORATION
OPTIONS GRANTED UNDER THE C-CUBE MICROSYSTEMS INC. DIRECTOR STOCK OPTION PLAN
AND ASSUMED BY LSI LOGIC CORPORATION
(Full Title of the Plans)
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DAVID G. PURSEL, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
LSI LOGIC CORPORATION
1551 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
(408) 433-8000
(Name and Address of Agent for Service, including Telephone Number)
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Copies to:
RICHARD E. CLIMAN, ESQ.
KEITH A. FLAUM, ESQ.
JAIMEE R. KING, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(650) 843-5000
CALCULATION OF REGISTRATION FEE
======================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED (1) REGISTERED (2) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (3) PRICE (3)
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Common Stock (par value 10,490,240 $ 15.11 $ 158,507,527 $39,627
$0.01)
Common Stock (par value 126,400 $ 27.62 $ 3,491,168 $ 873
$0.01)
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$40,500
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======================================================================================================
(1) The securities to be registered include options and rights to acquire common
stock of LSI Logic Corporation.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.
(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price of the assumed options is computed on the basis
of the weighted average exercise prices of the Assumed Options.
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TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE REGISTERED BE REGISTERED AGGREGATE OFFERING AGGREGATE OFFERING
PRICE PER SHARE PRICE
--------------------------------------- --------------------- -------------------- ------------------------
ASSUMED OPTIONS: C-CUBE MICROSYSTEMS 10,490,240 $ 15.11 $158,507,527
INC. 2000 STOCK PLAN
ASSUMED OPTIONS: C-CUBE MICROSYSTEMS 126,400 $ 27.62 $ 3,491,168
INC. DIRECTOR STOCK OPTION PLAN
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by LSI Logic Corporation (the "Registrant")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
(c) The Registrant's current reports on Form 8-K dated January 24, March 8,
April 4, April 25, May 21 and June 5, 2001;
(d) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A, filed on August 29, 1989,
pursuant to Section 12(b) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description; and
(e) The description of the Registrant's Amended and Restated Preferred
Shares Rights Agreement contained in the Registrant's Registration Statement on
Form 8-A-12G/A filed on December 8, 1998, pursuant to Section 12(g) of the
Exchange Act.
All reports and other 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 of
this Registration Statement from the date of the filing of such reports and
documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a Company's board of directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. Section 11 of
the Registrant's Certificate of Incorporation and Article VI of the Registrant's
Bylaws provide for indemnification of certain agents to the maximum extent
permitted by the Delaware General Corporation Law. Persons covered by these
indemnification provisions include current and former directors, officers,
employees and other agents of the Registrant, as well as persons who serve at
the request of the Registrant as directors, officers, employees or agents of
another enterprise. In addition, the Registrant has entered into indemnification
agreements with its directors and officers pursuant to which the Registrant has
agreed to indemnify such individuals and to advance expenses incurred in
defending any action or proceeding to the fullest extent permitted by Section
145 of the Delaware General Corporation Law.
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EXHIBITS
EXHIBIT NUMBER
4.1 The Registrant's Restated Certificate of Incorporation (filed with the
Registrant's Registration Statement on Form S-8 (No. 333-46436), filed
September 22, 2000 and incorporated herein by reference).
4.2 The Registrant's Bylaws (filed with the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000 and incorporated
herein by reference).
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Independent Accountants.
23.2 Consent of Cooley Godward LLP, contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney, contained on the Signature Page to this Registration
Statement.
99.1 C-Cube Microsystems Inc. 2000 Stock Plan.
99.2 C-Cube Microsystems Inc. Director Stock Option Plan.
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UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
a. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
i. To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
iii. 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;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference herein.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
c. 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference herein 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. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, 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 of 1933 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
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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.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on June 13, 2001.
LSI LOGIC CORPORATION
By: /s/ Wilfred J. Corrigan
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Wilfred J. Corrigan
Chairman, Chief Executive Officer and Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wilfred J. Corrigan and Bryon Look, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Wilfred J. Corrigan
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Wilfred J. Corrigan Chairman, Chief Executive Officer June 13, 2001
and Director
(Principal Executive Officer)
/s/ Bryon Look
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Bryon Look Executive Vice President and Chief June 13, 2001
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ T. Z. Chu
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T. Z. Chu Director June 13, 2001
/s/ Malcom R. Currie
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Malcom R. Currie Director June 13, 2001
/s/ James H. Keyes
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James H. Keyes Director June 13, 2001
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/s/ Douglas Norby
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Douglas Norby Director June 13, 2001
/s/ Matthew J. O'Rourke
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Matthew J. O'Rourke Director June 13, 2001
/s/ Larry W. Sonsini
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Larry W. Sonsini Director June 13, 2001
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EXHIBIT NUMBER
4.1 The Registrant's Restated Certificate of Incorporation (filed with the
Registrant's Registration Statement on Form S-8 (No. 333-46436), filed
September 22, 2000 and incorporated herein by reference).
4.2 The Registrant's Bylaws (filed with the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000 and incorporated
herein by reference).
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Independent Accountants.
23.2 Consent of Cooley Godward LLP, contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney, contained on the Signature Page to this Registration
Statement.
99.1 C-Cube Microsystems Inc. 2000 Stock Plan.
99.2 C-Cube Microsystems Inc. Director Stock Option Plan.