As filed with the Securities and Exchange Commission
on December 28, 1995
Registration No. 33-__________
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)
California 77-0024818
(State of Incorporation) (I.R.S. Employer
Identification Number)
3100 West Warren Avenue
Fremont, CA 94538
(510) 623-8300
(Address, including zip code, of
Registrant's principal executive offices)
Amended 1987 Stock Option Plan
Amended 1989 Employee Stock Purchase Plan
Amended 1990 Directors' Stock Option Plan
(Full Titles of the Plans)
Sam S. Srinivasan
Chief Financial Officer
CIRRUS LOGIC, INC.
3100 West Warren Avenue
Fremont, CA 94538
(510) 623-8300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Michael J. Danaher, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(415) 493-9300
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price Fee
Common Stock, no par value
- Upon exercise of
options and stock
purchase rights under
Amended 1987 Stock
Option Plan (1) 1,800,000 (2) $ 25.75 (5) $ 46,350,000 (5) $ 15,982.87
- Upon exercise of
options and stock
purchase rights under
Amended 1989 Employee
Stock Purchase Plan (1) 800,000 (3) $ 25.75 (5) $ 20,600,000 (5) $ 7,103.50
- Upon exercise of
options and stock
purchase rights under
the Amended 1990
Directors' Stock
Option Plan (1) 80,000 (4) $ 25.75 (5) $ 2,060,000 (5) $ 710.35
<FN>
(1) All shares have been adjusted to reflect the 2-for-1 stock
split effective July 1995.
(2) The remaining 16,444,888 shares reserved for issuance under
the Amended 1987 Stock Option Plan were registered under six
Registration Statements on Form S-8 numbered 33-31697, 33-37409,
33-43914, 33-53990, 33-71862 and 33-83148 filed with the Securities
and Exchange Commission (the "Commission") on October 24, 1989,
October 24, 1990, November 14, 1991, November 4, 1992, November 17,
1993 and August 22, 1994, respectively.
(3) The remaining 2,000,000 shares reserved for issuance under
the Amended 1989 Employee Stock Purchase Plan were registered under
six Registration Statements on Form S-8 numbered 33-31697, 33-37409,
33-43914, 33-53990, 33-71862 and 33-83148 filed with the Commission
on October 24, 1989, October 24, 1990, November 14, 1991, November 4,
1992, November 17, 1993 and August 22, 1994, respectively.
(4) The remaining 370,000 shares reserved for issuance under the
Amended 1990 Directors' Stock Option Plan were registered under two
Registration Statements on Form S-8 numbered 33-37409 and 33-71862
filed with the Commission on October 24, 1990 and November 17, 1993,
respectively.
(5) Estimated solely for the purpose of calculating the amount of
the registration fee on the basis of the average of the high and low
prices reported in the Nasdaq National Market on December 22, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the
"Commission"):
1. The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A dated
May 1, 1989, filed pursuant to Section 12 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.
2. Registration Statements on Form S-8 numbered
33-31697, 33-37409, 33-43914, 33-47453, 33-53990, 33-60464, 33-71862
and 33-83148 filed with the Commission on October 24, 1989, October
24, 1990, November 14, 1991, April 24, 1992, November 4, 1992, April
2, 1993, November 17, 1993 and August 22, 1994, respectively.
3. The Company's Annual Report on Form 10-K for the year
ended April 1, 1995 filed pursuant to Section 13(a) of the Exchange
Act.
4. The Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1995 filed pursuant to Section 13 of the
Exchange Act.
5. The Company's Quarterly Report on Form 10-Q, as
amended by Form 10-Q/A, for the quarter ended September 30, 1995 filed
pursuant to Section 13 of the Exchange Act.
6. 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 Registration Statement 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
Registration Statement and to be part hereof from the date of filing
of 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.
Section 317 of the California Corporations Code 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").
Article IV of the Company's Articles of Incorporation and Article VI
of the Bylaws of the Company provide for indemnification of certain
agents to the maximum extent permitted by the California Corporations
Code. Persons covered by this indemnification provision include
current and former directors, officers, employees and other agents
of the Company, as well as persons who serve at the request of the
Company as directors, officers, employees or agents of another
enterprise. In addition, the Company has entered into agreements
with its officers and directors which require the Corporation to
indemnify its officers and directors to the maximum extent permitted
under California law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
4.1 Amended 1987 Stock Option Plan.
4.2 The Forms of Incentive Stock Option Agreement and
Non-Statutory Stock Option Agreement to the Amended 1987 Stock
Option Plan are incorporated herein by reference. See Registration
Statements on Form S-8 numbered 33-31697, 33-37409, 33-43914,
33-53990, 33-71862 and 33-83148 filed with the Commission on October
24, 1989, October 24, 1990, November 14, 1991, November 4, 1992,
November 17, 1993 and August 22, 1994, respectively.
4.3 Amended 1989 Employee Stock Purchase Plan.
4.4 The Form of Stock Purchase Agreement to the Amended
1989 Employee Stock Purchase Plan is incorporated herein by
reference. See Registration Statements on Form S-8 numbered
33-31697, 33-37409, 33-43914, 33-53990, 33-71862 and 33-83148 filed
with the Commission on October 24, 1989, October 24, 1990, November
14, 1991, November 4, 1992, November 17, 1993 and August 22, 1994,
respectively.
4.5 Amended 1990 Directors' Stock Option Plan.
4.6 The Forms of Notice of Grant and Option Agreement for
the Amended 1990 Directors' Stock Option Plan is incorporated herein
by reference. See Registration Statements on Form S-8 numbered
33-37409 and 33-71862 filed with the Commission on October 24, 1990
and November 17, 1993, respectively.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.,
as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditor.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
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 the Registration
Statement or any material change to such information in the
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 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.
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 December 28, 1995.
CIRRUS LOGIC, INC.
/s/ Sam S. Srinivasan
Sam S. Srinivasan
Senior Vice President, Finance and
Administration, Chief Financial
Officer, Secretary and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael L.
Hackworth and Sam S. Srinivasan 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/ Michael L. Hackworth
(Michael L. Hackworth)
President, Chief Executive Officer, and Director
(Principal Executive Officer)
December 28, 1995
/s/ Sam S. Srinivasan
(Sam S. Srinivasan)
Senior Vice President, Finance and Administration, Chief
Financial Officer, Secretary, and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
December 28, 1995
/s/ Suhas S. Patil
(Suhas S. Patil)
Chairman of the Board, Executive Vice President, Products &
Technology, and Director
December 28, 1995
/s/ C. Gordon Bell
(C. Gordon Bell)
Director
December 28, 1995
/s/ D. James Guzy
(D. James Guzy)
Director
December 28, 1995
/s/ C. Woodrow Rea
(C. Woodrow Rea)
Director
December 28, 1995
/s/ Robert H. Smith
(Robert H. Smith)
Director
December 28, 1995
/s/ Walden C. Rhines
(Walden C. Rhines)
Director
December 28, 1995
/s/ David L. Lyon
(David L. Lyon)
Director
December 28, 1995
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Amended 1987 Stock Option Plan.
4.2 The Forms of Incentive Stock Option Agreement and
Non-Statutory Stock Option Agreement to the Amended
1987 Stock Option Plan are incorporated herein by reference.
See Registration Statements on Form S-8 numbered 33-31697,
33-37409, 33-43914, 33-53990, 33-71862 and 33-83148 filed with
the Commission on October 24, 1989, October 24, 1990,
November 14, 1991, November 4, 1992, November 17, 1993 and
August 22, 1994, respectively.
4.3 Amended 1989 Employee Stock Purchase Plan.
4.4 The Form of Stock Purchase Agreement to the Amended 1989
Employee Stock Purchase Plan is incorporated herein by
reference. See Registration Statements on Form S-8 numbered
33-31697, 33-37409, 33-43914, 33-53990, 33-71862 and 33-83148
filed with the Commission on October 24, 1989, October 24,
1990, November 14, 1991, November 4, 1992, November 17, 1993
and August 22, 1994, respectively.
4.5 Amended 1990 Directors' Stock Option Plan.
4.6 The Forms of Notice of Grant and Option Agreement for the
Amended 1990 Directors' Stock Option Plan is incorporated
herein by reference. See Registration Statements on Form S-8
numbered 33-37409 and 33-71862 dated October 24, 1990 and
November 17, 1993, respectively.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditor.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney