As filed with the Securities and Exchange Commission on December 7, 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
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CIRRUS LOGIC, INC.
(Exact name of Registrant as specified in its charter)
<Table>
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.)
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STREAM MACHINE COMPANY 1996 STOCK OPTION PLAN
STREAM MACHINE COMPANY 2001 STOCK PLAN
(Full Title of Plan)
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STEVEN D. OVERLY
SENIOR VICE PRESIDENT, ADMINISTRATION, AND GENERAL COUNSEL
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)
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CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
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
- ------------------------------------ ----------------- -------------------- ------------------- --------------------
Stream Machine Company 1996 Stock 557,271 $13.85 $7,718,203.35 $1,844.65
Plan
Stream Machine Company 2001 Stock 372,500 $13.85 $5,159,125.00 $1,233.04
Plan
</Table>
(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
December 3, 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 Reports on Form 10-Q for the quarters ended June 30,
2001 and September 30, 2001, the Corporation's Current Reports on Form 8-K dated
July 20, August 13, and October 4, 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, and General Counsel of the Registrant. Mr. Overly is
an employee of the Registrant. As of November 30, 2001, Mr. Overly held 32,500
shares of Registrant's Common Stock and held options to purchase 150,000 shares
of Common Stock (of which 39,249 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.
<Table>
<Caption>
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 Stream Machine Company 1996 Stock Plan, as assumed by the
Company.
4.5 Stream Machine Company 2001 Stock Plan, as assumed by the
Company.
5 Opinion of Steven D. Overly, Senior Vice President,
Administration, and General Counsel of the Company, dated
December 7, 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 (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).
</Table>
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
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.
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 7th day of December,
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, 557,271 shares of Common
Stock of the Company to be issued from time to time pursuant to the Stream
Machine Company 1996 Stock Plan and 372,500 shares of Common Stock of the
Company to be issued from time to time pursuant to the Stream Machine Company
2001 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.
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.
<Table>
<Caption>
SIGNATURE TITLE DATE
/s/ David D. French December 7, 2001
- --------------------------- -----------
David D. French President & Chief Executive Officer,
Director (Principal Executive Officer)
/s/ Steven D. Overly December 7, 2001
- --------------------------- -----------
Steven D. Overly Senior Vice President, Administration,
and General Counsel
(Acting Principal Financial Officer and
Acting Principal Accounting Officer)
/s/ Michael L. Hackworth December 7, 2001
- -------------------------- -----------
Michael L. Hackworth Chairman of the Board
/s/ D. James Guzy December 7, 2001
- --------------------------- -----------
D. James Guzy Director
/s/ Suhas S. Patil December 7, 2001
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Suhas S. Patil Director
/s/ Walden C. Rhines December 7, 2001
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Walden C. Rhines Director
/s/ William D. Sherman December 7, 2001
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William D. Sherman Director
/s/ Robert H. Smith December 7, 2001
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Robert H. Smith Director
</Table>
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
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 Stream Machine Company 1996 Stock Plan, as assumed by the
Company.
4.5 Stream Machine Company 2001 Stock Plan, as assumed by the
Company.
5 Opinion of Steven D. Overly, Senior Vice President,
Administration, and General Counsel of the Company, dated
December 7, 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 (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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