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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 21, 1999
LSI LOGIC CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-11674 94-2712976
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1551 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
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(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(408) 433-8000
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On February 21, 1999, the Registrant entered into an Agreement and Plan of
Reorganization and Merger (the "Merger Agreement") with Stealth Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Registrant,
and SEEQ Technology Incorporated, a Delaware corporation ("SEEQ") pursuant to
which Registrant will acquire SEEQ. The Merger Agreement was amended on March 5,
1999 to make certain technical corrections to reflect the intent of the parties
thereto. Pursuant to the Merger Agreement, each outstanding share of Common
Stock, par value $0.01 per share, of SEEQ would be converted into the right to
receive that number of shares of Common Stock of Registrant equal to the
Exchange Ratio as defined in the Merger Agreement, which is incorporated herein
by reference.
Registrant filed a Registration Statement on Form S-4 on May 28, 1999, which was
declared effective at 5:00 p.m. E.T. on May 28, 1999.
On June 22, 1999 the stockholders of SEEQ approved the Merger. The closing was
completed on the June 22, 1999, at which time the Exchange Ratio was calculated
to be 0.0759. On that date the Registrant acquired all the outstanding capital
stock of SEEQ. Based on the number of shares of outstanding common stock of SEEQ
as of June 22, 1999 and the number of shares reserved for various SEEQ stock
plans, a maximum of 2,833,736 shares of LSI Logic Common Stock will be issued in
exchange for all outstanding shares of SEEQ Common Stock.
The information that is set forth in the Registrant's Press Release dated June
22, 1999 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Agreement and Plan of Reorganization and Merger dated February 21,
1999, and amended March 5, 1999, among Registrant, Stealth Acquisition
Corporation and SEEQ Technology Incorporated (incorporated by
reference to Exhibit 99.1 to the Report on Form 8-K/A filed by the
Registrant on March 5, 1999).
99.2 Text of Press Release, dated as of February 22, 1999. (incorporated
by reference to Exhibit 99.2 to the Report on Form 8-K filed by the
Registrant on February 23, 1999)
99.3 Text of Press Release, dated as of June 22, 1999.
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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 hereunto duly authorized.
LSI LOGIC CORPORATION
A Delaware Corporation
Dated: July 7, 1999 By: /s/ R. Douglas Norby
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R. Douglas Norby
Executive Vice President, Finance
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Agreement and Plan of Reorganization and Merger dated February 21,
1999, and amended March 5, 1999, among Registrant, Stealth Acquisition
Corporation and SEEQ Technology Incorporated (incorporated by
reference to Exhibit 99.1 to the Report on Form 8-K/A filed by the
Registrant on March 5, 1999).
99.2 Text of Press Release, dated as of February 22, 1999. (incorporated
by reference to Exhibit 99.2 to the Report on Form 8-K filed by the
Registrant on February 23, 1999)
99.3 Text of Press Release, dated as of June 22, 1999.