As filed with the Securities and Exchange Commission on August 10, 2001
Registration No.: 333-
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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)
_____________________
Delaware 4210 South Industrial Drive 77-0024818
(State or other jurisdiction of Austin, TX 78744 (I.R.S. Employer
incorporation or organization) (Address of principal executive offices) Identification No.)
Second Amended and Restated 1989 Employee Stock Purchase Plan, as amended
1990 Directors' Stock Option Plan, as amended
1996 Stock Plan, as amended
(Full Title of Plan)
_____________________
Steven D. Overly, Esq.
Senior Vice President, Administration, General Counsel and Secretary
Cirrus Logic, Inc.
4210 South Industrial Dr.
Austin, TX 78744
(512) 912-3234
(Name, address and telephone number,
including area code, of agent for service)
_____________________
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
securities to be registered registered per share (1) price (1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------
Second Amended and Restated 1989 Employee 200,000 $17.675 $3,535,000 $883.75
Stock Purchase Plan
Common Stock, $0.001 par value
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1990 Directors' Stock Option Plan 150,000 $17.675 $2,651,250 $662.81
Common Stock, $0.001 par value
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1996 Stock Plan 3,300,000 $17.675 $58,327,500 $14,581.88
Common Stock, $0.001 par value
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and 457(c) under the Securities Act of 1933,
based upon the average of the bid and asked prices of the Common Stock as
reported on the NASDAQ National Market System on August 7, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this Prospectus the
Company's Annual Report on Form 10-K for the year ended March 31, 2001, the
Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,
the Corporations's Current Report on Form 8-K, dated July 19, 2001, and the
description of the Common Stock contained in the Company's registration
statement for its Common Stock filed under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Registrant by Steven D. Overly, Senior Vice
President, Administration, General Counsel and Secretary of the Registrant. Mr.
Overly is an employee of the Registrant. As of July 31, 2001, Mr. Overly held
33,000 shares of Registrant's Common Stock and held options to purchase 100,000
shares of Common Stock (of which 15,000 shares are exercisable within the next
60 days).
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Section 145 of the
General Corporation Law of the State of Delaware authorizes and empowers each
Delaware corporation to indemnify its directors, officers, employees and agents
against liabilities incurred in connection with, and related expenses resulting
from, any claim, action or suit brought against any such person as a result of
his or her relationship with the Company, provided that such persons acted in
good faith and in a manner such person reasonably believed to be in, and not
opposed to, the best interests of the Company in connection with the acts or
events on which such claim, action or suit is based. The finding of either
civil or criminal liability on the part of such person in connection with such
acts or events is not necessarily determinative of the question of whether such
person has met the required standard of conduct and is, accordingly, entitled to
be indemnified. The foregoing statements are subject to the detailed provisions
of Section 145 of the General Corporation Law of the State of Delaware.
The By-Laws of the Company provide that each person who at any time is
or was a director or officer of the Company, or is or was serving as director or
officer of another corporation, partnership, joint venture, trust or other
enterprise at the request of the Company or was a director or officer of a
corporation which was a predecessor corporation of the Company or of another
enterprise at the request of such predecessor corporation shall be indemnified
by the Company in accordance with and to the full extent permitted by the
General Corporation Law of the State of Delaware. Article VI of the By-Laws of
the Company facilitates enforcement of the right of directors and officers to be
indemnified by establishing such right as a contract right pursuant to which the
person entitled thereto may bring suit as if the indemnification provisions of
the By-Laws were set forth in a separate written contract between the Company
and the director or officer. Article VI of the By-Laws also permits the Company
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 Company would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Company currently
has secured such insurance on behalf of its officers and directors.
The Company has entered into agreements to indemnify its
directors and officers, in addition to indemnification provided for in the
Company's By-Laws. Subject to certain conditions, these agreements, among other
things, indemnify the Company'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 Company, arising out of such person's services as a director or
officer of the Company, any subsidiary of the Company or any other company or
enterprise to which the person provides services at the request of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Documents
- ------ ------------------------
4.1 Certificate of Incorporation of the Company, as amended,
filed with the Delaware Secretary of State on August 26, 1998
(incorporated by reference to Exhibit 3.1 of the Company's
Annual Report on Form 10-K for the year ended March 31, 2001,
File No. 0-17795).
4.2 Agreement and Plan of Merger, filed with the Delaware
Secretary of State on February 17, 1999 (incorporated by
reference to Exhibit 3.2 of the Company's Annual Report on
Form 10-K for the year ended March 31, 2001, File No. 0-
17795).
4.3 Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.4 of the Company's Annual Report on Form 10-K
for the year ended March 31, 2001, File No. 0-17795).
4.4 Second Amended and Restated 1989 Employee Stock Purchase
Plan, as amended through July 25, 2001.
4.5 1990 Directors' Stock Option Plan, as amended through July
25, 2001.
4.6 1996 Stock Plan, as amended through July 25, 2001.
5 Opinion of Steven D. Overly, Esq., Senior Vice President,
Administration, General Counsel and Secretary of the Company,
dated August 8, 2001, with respect to the legality of the
Common Stock being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Steven D. Overly, Esq. (included in Exhibit 5 to
the Registration Statement).
24 Power of Attorney of certain officers and directors (included
in pages II-4 through II-5).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment or prospectus supplement to this
registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar
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value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, 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; and
(4) that, for purposes of determining any liability under
the Securities Act of 1933, each filing of Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this 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.
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 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 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 Austin, State of Texas, on the 8th day of August,
2001.
CIRRUS LOGIC, INC.
By /s/ Stephanie Lucie
--------------------------------------
Name: Stephanie Lucie
Title: Vice President & Assistant Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Steven D. Overly and Stephanie
Lucie his or her true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, in his or her name and on his or her behalf, to do
any and all acts and things and to execute any and all instruments which said
attorney-in-fact and agent may deem necessary or advisable to enable Cirrus
Logic, Inc. (the "Company") to comply with the Securities Act of 1933, as
amended (the "Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Act of up to, and including, 3,650,000 shares of Common
Stock of the Company to be issued from time to time pursuant to the Company's
Second Amended and Restated 1989 Employee Stock Purchase Plan, the 1990
Directors' Stock Option Plan and the 1996 Stock Plan, including power and
authority to sign his or her name in any and all capacities (including his or
her capacity as a Director and/or Officer of the Company) to a Registration
Statement on Form S-8 or such other form as may be appropriate, and to any and
all amendments, including post-effective amendments, to such Registration
Statement, and to any and all instruments or documents filed as part of or in
connection with such Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorney-in-fact and
agent shall lawfully do or cause to be done by virtue thereof.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ David D. French
- ----------------------------
David D. French President, Chief August 8, 2001
Exclusive Officer and Director
(Principal Executive Officer)
/s/ Robert W. Fay
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Robert W. Fay Vice President and August 8, 2001
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Michael L. Hackworth
- ----------------------------
Michael L. Hackworth Chairman of the Board August 8, 2001
/s/ Suhas S. Patil
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Suhas S. Patil Director August 8, 2001
/s/ D. James Guzy
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D. James Guzy Director August 8, 2001
/s/ Walden C. Rhines
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Walden C. Rhines Director August 8, 2001
/s/ Robert H. Smith
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Robert H. Smith Director August 8, 2001
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EXHIBIT INDEX
Exhibit No.
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4.1 Certificate of Incorporation of the Company, as amended,
filed with the Delaware Secretary of State on August 26,
1998 (incorporated by reference to Exhibit 3.1 of the
Company's Annual Report on Form 10-K for the year ended
March 31, 2001, File No. 0-17795).
4.2 Agreement and Plan of Merger, filed with the Delaware
Secretary of State on February 17, 1999 (incorporated by
reference to Exhibit 3.2 of the Company's Annual Report on
Form 10-K for the year ended March 31, 2001, File No. 0-
17795).
4.3 By-Laws of the Company, as amended (incorporated by
reference to Exhibit 3.4 of the Company's Annual Report on
Form 10-K for the year ended March 31, 2001, File No. 0-
17795).
4.4 Second Amended and Restated 1989 Employee Stock Purchase
Plan, as amended through July 25, 2001.
4.5 1990 Directors' Stock Option Plan, as amended through July
25, 2001.
4.6 1996 Stock Plan, as amended through July 25, 2001.
5 Opinion of Steven D. Overly, Esq., Senior Vice President,
Administration, General Counsel and Secretary, of the
Company, dated August 8, 2001, with respect to the legality
of the Common Stock being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Steven D. Overly, Esq. (included in Exhibit 5 to
the Registration Statement).
24 Power of Attorney of certain officers and directors
(included in pages II-4 through II-5).
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