UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
May
14, 2009
_________________________
LSI
CORPORATION
(Exact
name of registrant as specified in its charter)
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DELAWARE
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1-10317
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94-2712976
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1621
Barber Lane
Milpitas,
California 95035
(Address
of principal executive offices, including zip code)
(408)
433-8000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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At our
annual meeting of stockholders on May 14, 2009, our stockholders approved our
amended Incentive Plan. Under that plan, we link participating employees' cash
incentive compensation to the company's performance in a way intended to enable
us to receive a federal income tax deduction for that
compensation. The principal changes to the plan were:
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·
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To
allow for performance periods longer or shorter than a calendar
year.
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·
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To
change the annual maximum award per person to a three-year
minimum.
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·
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To
include additional timing of payment provisions to comply with Section
409A of the Internal Revenue Code.
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Item
8.01
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Other
Events.
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On May
15, 2009, all outstanding 6.5% Convertible Subordinated Notes due
2009 of Agere Systems Inc. (the “Notes”) were called for redemption on June 15,
2009 at a redemption price of 100.43% of the principal amount of the Notes plus
accrued interest to the redemption date. As of May 15, 2009, $243.0
million aggregate principal amount of the Notes
were outstanding. The aggregate redemption price will be
approximately $244.0 million, assuming that no holders of Notes convert their
Notes into our common stock. We will pay the redemption price of the
Notes from cash on hand.
As a
result of the redemption, we will incur a pre-tax charge of approximately $1.0
million and realize non-cash income of approximately 1.6 million that will be
reflected in our results for the quarterly period ended July 5,
2009.
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Item
9.01
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Financial
Statements and Exhibits.
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10.1
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LSI
Corporation Incentive Plan.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LSI
CORPORATION
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By:
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/s/ Bryon Look | ||
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Bryon
Look
Executive
Vice President, Chief Financial Officer and Chief Administrative
Officer
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Date: May
18, 2009
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