1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
C-CUBE MICROSYSTEMS INC.
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
125015107
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(CUSIP Number)
BRYON LOOK
CHIEF FINANCIAL OFFICER
LSI LOGIC CORPORATION
1551 MCCARTHY BLVD.
MILPITAS, CA 95035
(408) 433-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MAY 11, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
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(1) Names of Reporting Persons. I.R.S. Identification No. of Above Persons
(Entities Only)
LSI Logic Corporation 94-2712976
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
00
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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(6) Citizenship or Place or Organization
Delaware
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Number Of (7) Sole Voting Power
Shares 43,691,245
Beneficially ----------------------------------------------------
Owned By (8) Shared Voting Power
Each -0-
Reporting ----------------------------------------------------
Person (9) Sole Dispositive Power
With 43,691,245
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(10) Shared Dispositive Power
-0-
----------------------------------------------------
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
43,691,245
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
86%
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(14) Type of Reporting Person (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, par value $0.001 per
share ("C-Cube Common Stock"), of C-Cube Microsystems Inc., a Delaware
corporation ("C-Cube"). The address of C-Cube's principal executive offices is
1778 McCarthy Blvd., Milpitas, California 95035.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this Schedule 13D is LSI Logic
Corporation, a Delaware corporation ("LSI Logic").
(b) The address of LSI Logic's principal office and principal business
is 1551 McCarthy Blvd., Milpitas, California 95035.
(c) LSI Logic is a global supplier of custom, high-performance
semiconductors. LSI Logic partners with trend-setting customers to build
complete systems on a single chip. To LSI Logic's knowledge, as of the date
hereof, set forth in Schedule I to this Schedule 13D is the name and present
principal occupation or employment of each of LSI Logic's executive officers and
directors and the name, principal business and address of any corporation or
other organization in which such employment is conducted.
(d) During the past five years, neither LSI Logic nor, to LSI Logic's
knowledge, any person named in Schedule I to this Schedule 13D, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither LSI Logic nor, to LSI Logic's
knowledge, any person named in Schedule I to this Schedule 13D, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) To LSI Logic's knowledge, all of the Directors and Executive
Officers of LSI Logic named in Schedule I to this Schedule 13D are citizens of
the United States, except Giusseppe Staffaroni, who is a citizen of Italy.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
To facilitate the consummation of the Offer and the Merger (as defined
in Item 4 below), LSI Logic has exchanged, and will exchange, 0.79 of a share of
its common stock, par value $0.01 per share ("LSI Logic Common Stock"), and cash
in lieu of any fractional share, for each outstanding share of C-Cube Common
Stock.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) Pursuant to an Agreement and Plan of Reorganization, dated as
of March 26, 2001 (the "Reorganization Agreement"), by and among LSI Logic,
C-Cube and Clover Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of LSI Logic ("Merger Sub"), Merger Sub commenced an exchange offer
(the "Offer") to exchange 0.79 of a share of LSI Logic Common Stock for each
outstanding share of C-Cube Common Stock that is validly tendered and not
properly withdrawn prior to the expiration of the exchange offer.
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The initial offering period expired at midnight, New York time, on May
10, 2001. On May 11, 2001, Merger Sub acquired approximately 43.6 million shares
of C-Cube Common Stock (including shares tendered through notice of guaranteed
delivery), equaling approximately 86% of the total number of outstanding shares
of C-Cube Common Stock on such date. A subsequent offering period began at 9:00
a.m., New York time on May 11, 2001, and will expire at midnight, New York time
on Thursday, May 24, 2001. Upon the expiration of the subsequent offering
period, LSI Logic intends to complete the acquisition of C-Cube by merging
Merger Sub into C-Cube, after which C-Cube will be a wholly owned subsidiary of
LSI Logic (the "Merger").
The description contained in this Item 4 of the transactions
contemplated by the Reorganization Agreement is qualified in its entirety by
reference to the full text of the Reorganization Agreement, a copy of which is
attached to this Schedule 13D as Exhibit 99.1 and incorporated herein by
reference.
(c) Not applicable.
(d) After the expiration of the initial offering period, LSI Logic
became entitled to appoint three members to the C-Cube board of directors and to
replace the management of C-Cube. After the effective time of the Merger, LSI
Logic will become entitled to replace the two remaining members of the C-Cube
board of directors.
(e) It is currently anticipated that, at the effective time of the
Merger, the capitalization of C-Cube will be modified as set forth in the
Reorganization Agreement.
(f) None, except as otherwise described in response to this Item 4.
(g) The Reorganization Agreement contains a number of provisions
limiting the ability of C-Cube to become acquired by, or to pursue the
acquisition of C-Cube by, any persons other than LSI Logic during the pendency
of the Reorganization Agreement.
(h) Upon consummation of the Merger, C-Cube Common Stock will cease to
be listed for exchange on the Nasdaq National Market.
(i) Upon consummation of the Merger, the C-Cube Common Stock will become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act.
(j) Other than as described above, LSI Logic currently has no plan or
proposal which relates to, or may result in, any of the matters listed in Items
4(a) - (i) of Schedule 13D (although LSI Logic reserves the right to develop
such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) LSI Logic has acquired and, for purposes of Rule 13d-3
promulgated under the Exchange Act, beneficially owns approximately 43.6 million
shares of C-Cube Common Stock equaling approximately 86% of the total number of
outstanding shares of C-Cube Common Stock
To LSI Logic's knowledge, except as set forth in this Item 5, neither
LSI Logic, nor any other person controlling LSI Logic, nor any persons named in
Schedule I to this Schedule 13D beneficially owns any shares of C-Cube Common
Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except for certain Stockholder Agreements entered into in connection
with the Reorganization Agreement and filed as Exhibit 99.2 of this Schedule
13D, and except as described in Item 4 above, to LSI Logic's knowledge, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Schedule I to this Schedule 13D and
between such persons and any person with respect to any securities of C-Cube,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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EXHIBIT NO. DESCRIPTION
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99.1 Agreement and Plan of Reorganization, dated as of March 26, 2001, by and
among LSI Logic Corporation, a Delaware corporation, C-Cube Microsystems
Inc., a Delaware corporation, and Clover Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of LSI Logic Corporation,
previously filed as an Annex A to LSI Logic Corporation's Registration
Statement on Form S-4, as amended (Registration No. 333-58862).
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99.2 Form of Stockholder Agreement, dated as of March 26, 2001, by and among
LSI Logic Corporation, a Delaware corporation, and certain stockholders of
C-Cube Microsystems Inc, a Delaware corporation, previously filed as an
Annex B to LSI Logic Corporation's Registration Statement on Form S-4, as
amended (Registration No. 333-58862).
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct. In executing this statement, the undersigned agrees,
to the extent required by Rule 13d-1(a) promulgated the Securities Exchange Act
of 1934, that this statement is being filed on behalf of each of the Reporting
Persons herein.
Date: May 18, 2001 LSI LOGIC CORPORATION
/s/ Bryon Look
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Bryon Look
Chief Financial Officer
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF
LSI LOGIC CORPORATION
The following table sets forth the name, age and present principal
occupation or employment, and material occupations, positions, offices or
employment for the past five years, of each director and executive officer of
LSI Logic. The business address and telephone number of each such person is LSI
Logic Corporation, 1551 McCarthy Boulevard, Milpitas, California 95035, (408)
433-8000.
LSI LOGIC EXECUTIVE OFFICERS
NAME AND BUSINESS ADDRESS AGE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND FIVE YEAR
EMPLOYMENT HISTORY
Wilfred J. Corrigan 63 Mr. Corrigan, a founder of LSI Logic, has served as the
Chief Executive Officer and a director of LSI Logic since
it was founded in January 1981. Mr. Corrigan also serves on
the boards of directors of several privately held
corporations.
John D'Errico 57 Mr. D'Errico has been LSI Logic's Executive Vice President,
Storage Components since August 2000. From August 1998 to
August 2000, Mr. D'Errico was Vice President, Colorado
Operations. Mr. D'Errico joined LSI Logic in 1984 and has
held various senior management and executive positions at
LSI Logic's manufacturing facilities in the U.S. and Japan.
Most recently, Mr. D'Errico served as LSI Logic's Vice
President and General Manager, Pan-Asia from April 1997 to
August 1998, and Vice President, JSI from July 1994 to
April 1997.
Bruce Entin 49 Mr. Entin has been LSI Logic's Executive Vice President,
Networking Infrastructure Group since January 2001. Mr.
Entin has been with LSI Logic for more than 16 years, and
most recently served as Vice President and General Manager
of LSI Logic's Internet Computing Division from January
2000 to January 2001. From 1996 through 1998, Mr. Entin
served as LSI Logic's Vice President, Customer Marketing,
and in 1999, he served as Vice President, Worldwide
Marketing.
Thomas Georgens 41 Mr. Georgens has been LSI Logic's Executive Vice President,
SAN System, since November 2000. In August 1998, upon the
acquisition of Symbios, Inc., a storage company, Mr.
Georgens was named Senior Vice President and General
Manager, SAN Systems. Mr. Georgens joined Symbios in 1996,
where he served as Vice President and General Manager of
Storage Systems until its acquisition by LSI Logic. Before
joining Symbios, Mr. Georgens was employed by EMC
Corporation, where he served as Director of Engineering
Operations for the Systems Group and later as Director of
Internet Marketing.
Bryon Look 47 Mr. Look has been LSI Logic's Executive Vice President and
Chief Financial Officer since November 2000. Mr. Look
joined LSI Logic in March 1997 as Vice President, Corporate
Development. Prior to joining LSI Logic, during a 21-year
career at Hewlett-Packard Company, a computer company, Mr.
Look held a variety of management positions in finance and
research and development, with
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the most recent position
being Manager of Business Development for Hewlett-Packard's
corporate development department.
W. Richard Marz 57 Mr. Marz has been LSI Logic's Executive Vice President,
Geographic Markets since May 1996, prior to which, since
joining LSI Logic in 1995, Mr. Marz was Senior Vice
President, North American Marketing and Sales. Before
joining LSI Logic, Mr. Marz was long-time senior sales and
marketing executive at Advanced Micro Devices, Inc., a
semiconductor manufacturer.
David G. Pursel 55 Mr. Pursel was named LSI Logic's Vice President, General
Counsel and Secretary in June 2000. Mr. Pursel joined LSI
Logic in February 1996 as Associate General Counsel, Chief
Intellectual Property Counsel and Assistant Secretary.
Prior to his tenure with LSI Logic, Mr. Pursel held legal
positions with Advanced Micro Devices, Digital Equipment
Corporation and The Boeing Company.
Giuseppe Staffaroni 49 Mr. Staffaroni has served as LSI Logic's Executive Vice
President, Broadband since November 2000, having served as
Vice President and General Manager of the Broadband
Communications Group since November 1999. Mr. Staffaroni
joined LSI Logic in 1990 as director of engineering in LSI
Logic's Milan, Italy design center. From January 1996 to
October 1997, he was LSI Logic's Director of Marketing, and
from November 1997 to October 1999, he was Vice President
and General Manager of the Communications Product Division.
Prior to joining LSI Logic, Mr. Staffaroni held management
positions at Texas Instruments and AT&T Microelectronics.
Joseph M. Zelayeta 54 Mr. Zelayeta was named LSI Logic's Executive Vice
President, Worldwide Operations in September 1997. Prior to
that time, Mr. Zelayeta served as LSI Logic's Senior Vice
President of Research and Development and General Manager
of U.S. Operations between August 1995 and September 1997.
Employed with LSI Logic since 1981, Mr. Zelayeta has held
management and executive positions in research and
development and manufacturing operations since 1986.
Lewis C. Wallbridge 57 Mr. Wallbridge has served as LSI Logic's Vice President,
Human Resources since prior to 1996.
LSI LOGIC DIRECTORS
NAME AND BUSINESS ADDRESS AGE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND FIVE YEAR
EMPLOYMENT HISTORY
Wilfred J. Corrigan 63 Mr. Corrigan, a founder of LSI Logic, has served as the
Chief Executive Officer and a director of LSI Logic since
it was founded in January 1981. Mr. Corrigan also serves on
the boards of directors of several privately held
corporations.
T.Z. Chu 66 Mr. Chu has been a director of LSI Logic since 1992. Mr.
Chu served as President of Hoefer Pharmacia Biotech, Inc.,
a biotechnology
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company, from March 1995 until his
retirement in February 1997. From August 1993 until March
1995, Mr. Chu served as President and Chief Executive
Officer of Hoefer Scientific Instruments, a manufacturer of
scientific instruments.
Malcom R. Currie 74 Dr. Currie has been a director of LSI Logic since 1992. Dr.
Currie has served as Chief Executive Officer of Currie
Technologies, Inc., a manufacturer of electric propulsion
systems for bicycles and other light vehicles, since
February 1997. Dr. Currie served as Chairman and Chief
Executive Officer of Hughes Aircraft Company (now called
Hughes Electronics), an electronics manufacturer, from
March 1988 until his retirement in July 1992. He presently
serves on the Board of Directors for Investment Company of
America, ENOVA Systems, Inc., Regal One Corp., Inamed CNP,
and Greystone Technologies, and as member (former Chairman)
of the Board of Trustees of the University of Southern
California.
James H. Keyes 60 Mr. Keyes has been a director of LSI Logic since 1983. Mr.
Keyes has served as Chairman and Chief Executive Officer of
Johnson Controls, Inc., an automotive systems and facility
management and control company, since January 1993. Mr.
Keyes also serves on the Boards of Directors of Pitney
Bowes Inc. and the Chicago Federal Reserve Board.
R. Douglas Norby 65 Mr. Norby has been a director of LSI Logic since 1993. Mr.
Norby has served as Chief Financial Officer of Novalux,
Inc. since December 2000. Prior to his tenure with Novalux,
Mr. Norby served as Executive Vice President and Chief
Financial Officer of LSI Logic from November 1996 to
November 2000. Prior to that time, Mr. Norby served as
Senior Vice President and Chief Financial Officer of Mentor
Graphics Corporation, an electronic design automation
company, from July 1993 to October 1996. Mr. Norby is also
on the Board of Directors of Alexion Pharmaceuticals, Inc.
Matthew J. O'Rourke 62 Mr. O'Rourke has been a director of LSI Logic since 1999.
Mr. O'Rourke was a partner with the accounting firm Price
Waterhouse LLP from 1972 until his retirement in June 1996.
Prior to his retirement, he served as Managing Partner at
Price Waterhouse's New York National Office from 1994 to
1996 and as Managing Partner for Northern California from
1988 to 1994. Since his retirement, Mr. O'Rourke has been
engaged as an independent business consultant. Mr. O'Rourke
is also a member of the Board of Directors of Read-Rite
Corporation and Infonet Services Corporation.
Larry W. Sonsini 60 Mr. Sonsini has been a director of LSI Logic since 2000. Mr.
Sonsini has been a partner of the law firm of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, since 1969 and
has served as its Chairman and Chief Executive Officer for
more than the past five years. Mr. Sonsini serves on the
Board of Directors of the following public companies: Brocade
Communications Systems, Inc., Commerce One, Inc., Echelon
Corporation, Lattice Semiconductor Corporation, Novell, Inc.,
Tibco Software, Inc. and PIXAR, Inc.
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION.
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99.1 Agreement and Plan of Reorganization, dated as of March 26, 2001,
by and among LSI Logic Corporation, a Delaware corporation,
C-Cube Microsystems Inc., a Delaware corporation, and Clover
Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of LSI Logic Corporation, previously filed as an Annex
A to LSI Logic Corporation's Registration Statement on Form S-4,
as amended (Registration No. 333-58862).
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99.2 Form of Stockholder Agreement, dated as of March 26, 2001, by and
among LSI Logic Corporation, a Delaware corporation, and certain
stockholders of C-Cube Microsystems Inc, a Delaware corporation,
previously filed as an Annex B to LSI Logic Corporation's
Registration Statement on Form S-4, as amended (Registration No.
333-58862).