As filed with the Securities and Exchange Commission
on November 19, 1996
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)
1996 Stock Plan
Amended 1989 Employee Stock Purchase Plan
(Full Titles of the Plans)
Thomas F. Kelly
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
1996 Stock Plan 2,500,000 $21.12 (1) $52,800,0000 (1) $16,000
- Upon exercise of
options and stock
purchase rights under
Amended 1989 Employee
Stock Purchase Plan 600,000 (2) $21.12 (1) $12,672,000 (1) $ 3,840
<FN>
(1) 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 November 15, 1996.
(2) The remaining 2,800,000 shares reserved for issuance under the Amended
1989 Employee Stock Purchase Plan were registered under seven Registration
Statements on Form S-8 numbered 33-31697, 33-37409, 33-43914, 33-53990,
33-71862, 33-83148 and 33-65495 filed with the Commission on October 24,
1989, October 24, 1990, November 14, 1991, November 4, 1992, November 17,
1993, August 22, 1994 and December 28, 1995, respectively.
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, 33-83148 and
33-65495 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, August 22, 1994 and December 28, 1995, respectively.
3. The Company's Annual Report on Form 10-K for the year ended
March 30, 1996 filed pursuant to Section 13(a) of the Exchange Act.
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 29, 1996 filed pursuant to Section 13 of the Exchange Act.
5. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 28, 1996 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 1996 Stock Plan.
4.2 The Forms of Stock Option Agreement and
Restricted Stock Purchase Agreement to the 1996 Stock Plan.
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, 33-83148 and 33-65495 filed with the Commission on October
24, 1989, October 24, 1990, November 14, 1991, November 4, 1992, November 17,
1993, August 22, 1994 and December 28, 1995, 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 Auditors.
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 November 18,
1996.
CIRRUS LOGIC, INC.
/s/ Thomas F. Kelly
Thomas F. Kelly
Executive Vice President, Finance and
Administration, Chief Financial
Officer, 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 Thomas F. Kelly
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)
November 19, 1996
/s/ Thomas F. Kelly
(Thomas F. Kelly)
Executive Vice President, Finance and Administration, Chief
Financial Officer, and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
November 19, 1996
/s/ Suhas S. Patil
(Suhas S. Patil)
Chairman of the Board, Executive Vice President, Products &
Technology, and Director
November 19, 1996
/s/ C. Gordon Bell
(C. Gordon Bell)
Director
November 19, 1996
/s/ D. James Guzy
(D. James Guzy)
Director
November 19, 1996
/s/ C. Woodrow Rea
(C. Woodrow Rea)
Director
November 19, 1996
/s/ Walden C. Rhines
(Walden C. Rhines)
Director
November 19, 1996
/s/ Robert H. Smith
(Robert H. Smith)
Director
November 19, 1996
Exhibit
Number Description
4.1 1996 Stock Plan.
4.2 The Forms of Stock Option Agreement and
Restricted Stock Purchase Agreement to the 1996 Stock Plan.
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, 33-83148 and 33-65495
filed with the Commission on October 24, 1989, October 24,
1990, November 14, 1991, November 4, 1992, November 17, 1993,
August 22, 1994 and December 28, 1995, 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 Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney