UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 1996
CIRRUS LOGIC, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-17795 77-0024
(State or other jurisdiction of (Commission (I.R.S. Emp
incorporation or organization) file Number) Identificatio
3100 West Warren Avenue, Fremont, CA 94538
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 623-8300
Not Applicable
(Former name or former address, if changed from last report)
Item 5. Other Events
Under its Joint Venture Formation Agreement with Lucent Technologies,
Inc., as assignee of AT&T Corp., Cirrus Logic has agreed to provide
approximately $280 million of semiconductor manufacturing equipment to
Cirent Semiconductor GP ("Cirent") at its manufacturing facility in
Orlando, Florida. Approximately half of the equipment has already been
delivered to Orlando, and delivery of additional items is expected to
occur sporadically, as the items become available from manufacturers,
throughout 1997 and the first half of 1998. Cirrus Logic has elected t
finance the acquisition of this equipment by means of two related
leveraged lease facilities.
Under each leveraged lease facility, certain items of the equipment are
purchased by an institution serving as owner participant, using a
combination of its own funds as an equity investment, and the proceeds
of issuances of notes secured by its interests in the leases. The
owner participant then leases the equipment to Cirent and Cirrus Logic,
as co-lessees. Cirrus Logic has agreed that its rights as co-lessee
under each lease may be exercised exclusively by Cirent. The basic
lease term for the equipment is 6.5 years, subject to early termination
early buyout, or renewal, all at Cirent's option, or termination by
reason of default.
The first leveraged lease facility, providing lease financing of
approximately $127 million, closed on October 31, 1996. Under this
facility, Ameritech Credit Corp. ("Ameritech"), as owner participant,
has purchased certain items of the manufacturing equipment currently on
site in Orlando.
The second leveraged lease provides incremental financing by AT&T
Commercial Finance Corporation, as owner participant, in an aggregate
amount of approximately $126 million for additional items of equipment
as they are delivered to the Orlando facility. This second lease close
into escrow on November 26, 1996. Disbursements from escrow will be
made periodically through the June 15, 1998 cut-off date, to fund items
of equipment then delivered, subject to compliance with customary
conditions precedent including the absence of any material adverse chan
Cirrus Logic has unconditionally guaranteed to the owner participants a
holders of the secured notes the payment and performances of Cirent's
obligations under both leveraged lease facilities.
Enclosed as Exhibit 99.1 to this Current Report on Form 8-K is the text
of the Particpation Agreement, dated as of October 31, 1996, the Lease
Agreement, dated as of October 31, 1996, and the Guaranty Agreement,
dated as of October 31, 1996.
On December 4, 1996, Cirrus Logic, Inc. (the "Registrant") gave public
notice of its intent, subject to market and other conditions, to raise
up to $175 million (excluding the proceeds of the over-allotment
option, if any) through a private placement of convertible subordinated
notes to qualified institutional investors and off-shore investors.
Enclosed as Exhibit 99.2 to this Current Report on Form 8-K
is the text of the December 4, 1996 Press Release.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Text of the Particpation Agreement, dated as of
October 31, 1996, the Lease Agreement, dated as of
October 31, 1996, and the Guaranty Agreement, dated
of October 31, 1996.
99.2 Text of the December 4, 1996 Press Release which
gave public notice of its intent, subject to market
and other conditions, to raise up to $175 million
(excluding the proceeds of the over-allotment option
if any) through a private placement of convertible
subordinated notes to qualified institutional
investors and off-shore investors.
CIRRUS LOGIC, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
CIRRUS LOGIC, INC.
(Registrant)
December 12, 1996 /s/ Thomas F. Kelly
Date Thomas F. Kelly
Executive Vice President, Finance and
Administration, Chief Financial Officer,
and Treasurer
(Principal Financial and Accounting Offic