As filed with the Securities and Exchange Commission on October 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
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CIRRUS LOGIC, INC.
(Exact name of Registrant as specified in its charter)
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<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 Identification No.)
offices)
</Table>
LUXSONOR SEMICONDUCTORS, INC. 1995 STOCK OPTION PLAN, DATED NOVEMBER 4, 1995
(Full Title of Plan)
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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)
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<Table>
<Caption>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
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
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LuxSonor Semiconductors, Inc. 1995 206,590 $8.88 $1,834,519.20 $458.63
Stock Option Plan, dated
November 4, 1995
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</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 October 5, 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 Corporation's Current Reports on Form 8-K filed July 19, 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, General Counsel and Secretary of the Registrant. Mr.
Overly is an employee of the Registrant. As of September 30, 2001, Mr. Overly
held 32,500 shares of Registrant's Common Stock and held options to purchase
153,000 shares of Common Stock (of which 37,167 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 LuxSonor Semiconductors, Inc. 1995 Stock Option Plan, dated
November 4, 1995.
5 Opinion of Steven D. Overly, Esq., Senior Vice President,
Administration, General Counsel and Secretary of the Company,
dated October 10, 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
II-2
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 10th day of October,
2001.
CIRRUS LOGIC, INC.
By /s/ Stephanie Lucie
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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, 206,590 shares of Common
Stock of the Company to be issued from time to time pursuant to the LuxSonor
Semiconductors, Inc. 1995 Stock Option Plan, dated November 4, 1995, 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.
II-4
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
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/s/ David D. French President, Chief October 10, 2001
----------------------------------- Executive Officer and Director
David D. French (Principal Executive Officer)
/s/ Robert W. Fay Vice President and October 10, 2001
----------------------------------- Chief Financial Officer
Robert W. Fay (Principal Financial Officer and
Principal Accounting Officer)
/s Michael L. Hackworth Chairman of the Board October 10, 2001
-----------------------------------
Michael L. Hackworth
/s/ Suhas S. Patil Director October 10, 2001
-----------------------------------
Suhas S. Patil
/s/ D. James Guzy Director October 10, 2001
-----------------------------------
D. James Guzy
Director October 10, 2001
-----------------------------------
Walden C. Rhines
/s/ William D. Sherman Director October 10, 2001
-----------------------------------
William D. Sherman
/s/ Robert H. Smith Director October 10, 2001
-----------------------------------
Robert H. Smith
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II-5
EXHIBIT INDEX
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<Caption>
EXHIBIT
NUMBER DESCRIPTION
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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 LuxSonor Semiconductors, Inc. 1995 Stock Option Plan, dated
November 4, 1995.
5 Opinion of Steven D. Overly, Esq., Senior Vice President,
Administration, General Counsel and Secretary, of the
Company, dated October 10, 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).
</Table>
II-6