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As filed with the Securities and Exchange Commission on April 13, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)
of the Securities Exchange Act of 1934
(Amendment No.___)
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C-CUBE MICROSYSTEMS INC.
(Name of Subject Company--Issuer)
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CLOVER ACQUISITION CORP.,
a wholly owned subsidiary of LSI Logic Corporation
LSI LOGIC CORPORATION
(Name of Filing Persons--Offeror)
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COMMON STOCK,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
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1250INI108
(CUSIP Number of Class of Securities)
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DAVID G. PURSEL, ESQ.
LSI LOGIC CORPORATION
1551 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
TELEPHONE: (408) 433-8000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of Filing Person)
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Copies to:
RICHARD E. CLIMAN, ESQ.
KEITH A. FLAUM, ESQ.
JAIMEE R. KING, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
TELEPHONE: (650) 843-5000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$636,834,434 $127,367
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* Estimated for purposes of calculating the amount of the filing fee only in
accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act
of 1934, based on the product of (a) $11.58, the average of the high and low
sale prices per share of C-Cube Microsystems Inc. common stock on April 9, 2001,
as reported on The New York Stock Exchange and (b) the maximum number of shares
of C-Cube Microsystems Inc. common stock estimated to be received by LSI Logic
Corporation or cancelled pursuant to the exchange offer and subsequent merger.
** One-fiftieth of 1% of the value of the transaction.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(a)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $159,209 FILING PARTY: LSI Logic Corporation
FORM OR REGISTRATION NO.: Form S-4 DATE FILED: April 13, 2001
[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF a TENDER OFFER.
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:
[X] Third-party tender offer subject to Rule 14d-1.
[ ] Issuer tender offer subject to Rule 13e-4.
[ ] Going-private transaction subject to Rule 13e-3.
[ ] Amendment to Schedule 13D under Rule 13d-2.
[ ] CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE
RESULTS OF THE TENDER OFFER.
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This Tender Offer Statement on Schedule TO relates to the commencement
of an offer by LSI Logic Corporation, a Delaware corporation ("LSI Logic"),
through its wholly owned subsidiary, Clover Acquisition Corp., a Delaware
corporation ("Purchaser"), to exchange outstanding shares of common stock, par
value $0.001 per share, of C-Cube Microsystems Inc., a Delaware corporation
("C-Cube"), for shares of common stock, par value $0.01 per share ("LSI Logic
Common Stock"), of LSI Logic, based on the exchange ratio described in the
Prospectus referenced below (the "Offer").
The Offer is made pursuant to an Agreement and Plan of Reorganization,
dated as of March 26, 2001, among LSI Logic, Purchaser and C-Cube, which
contemplates the Offer and the merger of Purchaser into C-Cube (the "Merger").
LSI Logic has filed a registration statement with the Securities and Exchange
Commission on Form S-4 relating to the shares of LSI Logic Common Stock to be
issued to stockholders of C-Cube in the Offer and the Merger (the "Registration
Statement"). The terms and conditions of the Offer and the Merger (as may from
time to time be amended, supplemented or finalized) are described in the
Prospectus which is a part of the Registration Statement (the "Prospectus"),
and the related Letter of Transmittal, which are Exhibits (a)(1) and (a)(2)
hereto.
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other amendment thereto related to
the Offer hereafter filed with the Securities and Exchange Commission by LSI
Logic and Purchaser, is hereby incorporated by reference in answer to Items 2
through 11 of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
Information is disclosed to security holders in a prospectus meeting the
requirements pursuant to Rule 421(d) under the Securities Act of 1933.
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ITEM 12. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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(a)(1) Prospectus relating to shares of LSI Logic Common Stock to be issued
in the Offer and the Merger (incorporated by reference from LSI
Logic's Registration Statement on Form S-4, filed on April 13,
2001).
(a)(2) Form of Letter of Transmittal (incorporated by reference from
Exhibit 99.1 to LSI Logic's Registration Statement on Form S-4,
filed on April 13, 2001).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference
from Exhibit 99.2 to LSI Logic's Registration Statement on Form S-4,
filed on April 13, 2001).
(a)(4) Form of Letter to Brokers, Dealers, etc. (incorporated by reference
from Exhibit 99.3 to LSI Logic's Registration Statement on Form S-4,
filed on April 13, 2001).
(a)(5) Form of Letter to Clients (incorporated by reference from Exhibit
99.4 to LSI Logic's Registration Statement on Form S-4, filed on
April 13, 2001).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference from Exhibit 99.5 to
LSI Logic's Registration Statement on Form S-4, filed on April 13,
2001).
(d)(1) Agreement and Plan of Reorganization, dated as of March 26, 2001,
among LSI Logic, Purchaser and C-Cube (incorporated by reference
from Annex A to the Prospectus contained in LSI Logic's Registration
Statement on Form S-4, filed April 13, 2001).
(d)(2) Form of Stockholder Agreement, dated as of March 26, 2001, between
LSI Logic and certain of C-Cube stockholders (incorporated by
reference from Annex B to the Prospectus contained in LSI Logic's
Registration Statement on Form S-4, filed April 13, 2001).
(h)(1) Opinion of Cooley Godward LLP regarding material federal income tax
consequences of the Offer and the Merger (incorporated herein by
reference from Exhibit 8.1 to LSI Logic's Registration Statement on
Form S-4, filed on April 13, 2001).
(h)(2) Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, regarding material federal income tax consequences of
the Offer and the Merger (incorporated herein by reference from
Exhibit 8.2 to LSI Logic's Registration Statement on Form S-4, filed
on April 13, 2001).
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: April 13, 2001
LSI LOGIC CORPORATION
By: /s/ David G. Pursel
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Name: David G. Pursel
Title: Vice President, General
Counsel and Secretary
CLOVER ACQUISITION CORP.
By: /s/ Bryon Look
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Name: Bryon Look
Title: President and Chief
Financial Officer
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EXHIBITS
AA
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
(a)(1) Prospectus relating to shares of LSI Logic Common Stock to be issued
in the Offer and the Merger (incorporated by reference from LSI
Logic's Registration Statement on Form S-4, filed on April 13,
2001).
(a)(2) Form of Letter of Transmittal (incorporated by reference from
Exhibit 99.1 to LSI Logic's Registration Statement on Form S-4,
filed on April 13, 2001).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference
from Exhibit 99.2 to LSI Logic's Registration Statement on Form S-4,
filed on April 13, 2001).
(a)(4) Form of Letter to Brokers, Dealers, etc. (incorporated by reference
from Exhibit 99.3 to LSI Logic's Registration Statement on Form S-4,
filed on April 13, 2001).
(a)(5) Form of Letter to Clients (incorporated by reference from Exhibit
99.4 to LSI Logic's Registration Statement on Form S-4, filed on
April 13, 2001).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference from Exhibit 99.5 to
LSI Logic's Registration Statement on Form S-4, filed on April 13,
2001).
(d)(1) Agreement and Plan of Reorganization, dated as of March 26, 2001,
among LSI Logic, Purchaser and C-Cube (incorporated by reference
from Annex A to the Prospectus contained in LSI Logic's Registration
Statement on Form S-4, filed April 13, 2001).
(d)(2) Form of Stockholder Agreement, dated as of March 26, 2001, between
LSI Logic and certain of C-Cube stockholders (incorporated by
reference from Annex B to the Prospectus contained in LSI Logic's
Registration Statement on Form S-4, filed April 13, 2001).
(h)(1) Opinion of Cooley Godward LLP regarding material federal income tax
consequences of the Offer and the Merger (incorporated herein by
reference from Exhibit 8.1 to LSI Logic's Registration Statement on
Form S-4, filed on April 13, 2001).
(h)(2) Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, regarding material federal income tax consequences of
the Offer and the Merger (incorporated herein by reference from
Exhibit 8.2 to LSI Logic's Registration Statement on Form S-4, filed
on April 13, 2001).
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