As filed with the Securities and Exchange Commission on May 21, 2004
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
| Delaware (State or other jurisdiction of |
94-2717976 (I.R.S. Employer Identification No.) |
|
| incorporation or organization) |
1621 Barber Lane
Milpitas, California 95035
(Address of principal executive offices)
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | Proposed Maximum | |||||||||||||||
| Amount to be | Offering Price | Aggregate | Amount of | |||||||||||||
| Title of Securities to be Registered |
Registered (1) |
Per Share (2) |
Offering Price |
Registration Fee |
||||||||||||
Common Stock, $.01 par value: Reserved for future
issuance under the Employee Stock Purchase Plan (3) |
9,000,000 shares | $ | 6.06 | $ | 54,540,000.00 | $ | 6,910.22 | |||||||||
Common Stock, $.01 par value: Reserved for future
issuance under the International Employee Stock
Purchase Plan (3) |
1,000,000 shares | $ | 6.06 | $ | 6,060,000.00 | $ | 767.81 | |||||||||
Total: |
10,000,000 shares | $ | 60,600,000.00 | $ | 7,678.03 | |||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. | |||
| (2) | Estimated in accordance with Rule 457(c) under the Securities Act, solely for the purpose of computing the amount of the registration fee, on the basis of $6.06 per share (85% of $7.13, which was the average of the high and low prices of the Registrant’s Common Stock on May 17, 2004). | |||
| (3) | There are also being registered hereunder an equal number of Series A Preferred Share Purchase Rights, which are currently attached to and transferable only with the Common Stock registered hereunder. | |||
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There following documents previously filed by LSI Logic Corporation (the “Registrant”) with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
(b) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004.
(c) The Registrant’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on January 28, 2004, February 19, 2004 and April 28, 2004. The Registrant specifically excludes from incorporation such information that has been furnished and not filed pursuant to Item 12 of the Registrant’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on January 28, 2004 and April 28, 2004.
(d) The description of the Registrant’s Common Stock to be offered hereby is contained in the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 29, 1989 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(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/A filed with the Securities and Exchange Commission on June 17, 2003 pursuant to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment that 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 a part of this Registration Statement from the date of the filing of such reports and documents.
The documents incorporated by reference herein contain forward-looking statements that involve risks and uncertainties. The Registrant’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the risks identified in the respective documents incorporated by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the securities registered hereby has been passed upon for the Registrant by Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”), Palo Alto, California. Larry W. Sonsini, a
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member of WSGR and a member of the Board of Directors of the Registrant, owns 589 shares of the Registrant’s Common Stock. Mr. Sonsini holds options to purchase 135,000 shares of the Registrant’s Common Stock. Upon exercise of such options, 10% of the shares shall be issued to Mr. Sonsini and 90% of the shares shall be issued to the applicable partnership investment accounts of WSGR, in which Mr. Sonsini is a participant.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’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 (the “Securities Act”). Section 10 of the Certificate of Incorporation and Article VI of the Bylaws of the Registrant 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.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality of securities being registered. | |
10.1
|
Employee Stock Purchase Plan. | |
10.2
|
International Employee Stock Purchase Plan. | |
23.1
|
Consent of PricewaterhouseCoopers, Independent Accountants. | |
23.2
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, (Included in Exhibit 5.1). | |
24.1
|
Power of Attorney (See Page 4). |
Item 9. Undertakings
(a) Rule 415 Offering. 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 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.
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(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) Filings incorporating subsequent Exchange Act documents by reference.
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) Request for acceleration of effective date or filing of registration statement on Form S-8.
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 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 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.
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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 May 20, 2004.
| LSI LOGIC CORPORATION |
||||
| By: | /s/ Wilfred J. Corrigan | |||
| Wilfred J. Corrigan | ||||
| Chairman of the Board and Chief Executive Officer | ||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wilfred J. Corrigan and David G. Pursel, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), 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, with full power of each to act alone, 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 for 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 his or their substitute or substitutes, 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 below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
/s/ Wilfred J. Corrigan
Wilfred J. Corrigan |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | May 20, 2004 | ||
/s/ Bryon Look
Bryon Look |
Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) | May 20, 2004 | ||
/s/ T. Z. Chu
T. Z. Chu |
Director | May 20, 2004 |
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| Signature |
Title |
Date |
||
/s/ Malcolm R. Currie
Malcolm R. Currie |
Director | May 20, 2004 | ||
/s/ James H. Keyes
James H. Keyes |
Director | May 20, 2004 | ||
/s/ R. Douglas Norby
R. Douglas Norby |
Director | May 20, 2004 | ||
/s/ Matthew J. O’Rourke
Matthew J. O’Rourke |
Director | May 20, 2004 | ||
/s/ Gregorio Reyes Gregorio Reyes |
Director | May 20, 2004 | ||
/s/ Larry W. Sonsini
Larry W. Sonsini |
Director | May 20, 2004 |
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LSI LOGIC CORPORATION
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
| Exhibit | ||
| Number |
Description |
|
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality of securities being registered. | |
10.1
|
Employee Stock Purchase Plan. | |
10.2
|
International Employee Stock Purchase Plan. | |
23.1
|
Consent of PricewaterhouseCoopers, Independent Accountants. | |
23.2
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, (Included in Exhibit 5.1). | |
24.1
|
Power of Attorney (See Page 4). |
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