As filed with the Securities and Exchange Commission on October 1, 1999
Registration No. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CIRRUS LOGIC, INC.
(Exact name of Registrant as specified in its charter)
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77-0024818 Delaware
(I.R.S. Employer (State or other jurisdiction
Identification Number) of incorporation or organization)
3100 West Warren Avenue
Fremont, California 94538
(Address of principal executive offices)
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AudioLogic, Inc. 1992 Stock Option Plan
(Full title of the plan)
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David D. French
Chief Executive Officer
3100 West Warren Avenue
Fremont, California 94538
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(510) 623-8300
(Telephone number, including area code, of agent for service)
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Copy to:
Michael J. Danaher, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
(1) (1)
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Common Stock, $0.001 par value
To be issued upon
exercise of options
granted under the
AudioLogic, Inc. 1992
Stock Option Plan 39,753 $0.34/$0.40 $13,556 $3.77
(1) Calculated solely for the purpose of determining the amount of the
registration fee required by Section 6(b) of the Securities Act and computed
pursuant to Rule 457(h) under the Securities Act on the basis of the price
at which the options may be exercised, as set forth in (2).
(2) The exercise price for 39,095 of the shares to be issued upon exercise
of the options registered hereby is $0.34. The exercise price for the
remaining 658 shares is $0.40.
CIRRUS LOGIC, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information are incorporated by
reference into this Registration Statement:
1. The Annual Report on Form 10-K of Cirrus Logic, Inc. (the
"Registrant"), for the year ended March 27, 1999, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act");
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 26, 1999, filed pursuant to Section 13(a) of the
Exchange Act;
3. The Registrant's Current Reports on Form 8-K filed on August 3, 1999
and September 3, 1999;
4. The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed on May 1,
1989, including any amendments or reports filed for the purpose of
updating such description; and
5. The Company's Registration Statement on Form S-3 filed with
the Securities and Exchange Commission (the "Commission") on September
3, 1999.
All 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 hereof from the date of filing 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
The Registrant's Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that directors of a corporation shall not be
personally liable for monetary damages for breach of their fiduciary
duties as directors, except liability (i) for any breach of their duty
of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions, or (iv) for any transaction
from which the director derived an improper personal benefit.
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The Registrant's Bylaws provide that the Registrant shall
indemnify its directors and officers and may indemnify its employees and
other agents to the fullest extent permitted by Delaware law. The
Registrant's Bylaws also permit the Registrant to secure insurance on
behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in such capacity, regardless
of whether the Registrant would have the power to indemnify him or her
against such liability under the General Corporation Law of Delaware.
The Registrant currently has secured such insurance on behalf of its
officers and directors.
The Registrant has entered into agreements to indemnify its
directors and officers, in addition to indemnification provided for in
the Registrant's Bylaws. Subject to certain conditions, these
agreements, among other things, indemnify the Registrant's directors and
officers for certain expenses (including attorney's fees), judgments,
fines and settlement amounts incurred by any such person in any action
or proceedings, including any action by or in the right of the
Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other
company or enterprise to which the person provides services at the
request of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
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4.1 AudioLogic, Inc. 1992 Stock Option Plan.
4.2 Form Stock Option Agreement to AudioLogic, Inc. 1992 Option Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (Contained in Exhibit 5.1)
24.1 Power of Attorney (See Page II-5)
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period 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.
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933 (the "Securities Act"), each 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 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 law, the Registrant's Certificate
of Incorporation, Bylaws or indemnification agreements, 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 hereunder, 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 of
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, 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 October 1, 1999.
CIRRUS LOGIC, INC.
By: /S/ GLENN C. JONES
Glenn C. Jones
Vice President, Chief
Financial Officer,
Treasurer and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Glenn C. Jones, his
attorney-in-fact, 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 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.
Signature Title Date
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/s/MICHAEL L. HACKWORTH Chairman of the Board and Director September 30, 1999
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(Michael L. Hackworth)
/s/SUHAS S. PATIL Chairman Emeritus and Director September 30, 1999
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(Suhas S. Patil)
/s/DAVID D. FRENCH President, Chief Executive Officer September 30, 1999
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(David D. French) Director
/s/GLENN C. JONES Vice President, Chief Financial September 30, 1999
- ----------------------- Officer Treasurer and Secretary
(Glenn C. Jones) (Principal Financial Officer and
Principal Accounting Officer)
/s/WALDEN C. RHINES Director September 30, 1999
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(Walden C. Rhines)
/s/ROBERT H. SMITH Director September 30, 1999
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(Robert H. Smith)
/s/ALFRED S. TEO Director September 30, 1999
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(Alfred S. Teo)
/s/D. JAMES GUZY Director September 30, 1999
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(D. James Guzy)
INDEX TO EXHIBITS
Exhibit
Number
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4.1 AudioLogic, Inc. 1992 Stock Option Plan.
4.2 Form Stock Option Agreement to AudioLogic, Inc. 1992 Option Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (Contained in Exhibit 5.1)
24.1 Power of Attorney (See Page II-5)