1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 26, 2001
LSI LOGIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-11674 94-2712976
(COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION NO.)
1551 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 433-8000
--------------
2
Item 5. Other Events
This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The
forward-looking statements contained herein involve risks and uncertainties,
including those relating to the possible inability to complete the transaction
described below involving LSI Logic Corporation, a Delaware corporation ("LSI
Logic"), and C-Cube Microsystems Inc., a Delaware corporation ("C-Cube"), as
scheduled, or at all, and those associated with the ability of the combined
company to achieve the anticipated benefits of the transaction. Actual results
and developments may differ materially from those described or incorporated by
reference in this Report.
On March 26, 2001, LSI Logic issued a press release, a copy of which is
attached hereto as Exhibit 99.1, announcing that LSI Logic had entered into a
definitive merger agreement with C-Cube. The agreement contemplates that,
subject to the satisfaction of certain conditions, including the tender for
exchange of at least a majority of C-Cube's outstanding shares (including for
purposes of the calculation of the majority of shares, certain outstanding
options and warrants to purchase C-Cube shares) and the expiration or
termination of the waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act and applicable foreign antitrust laws, LSI Logic would acquire
C-Cube in a stock-for-stock transaction. LSI Logic will first commence an
exchange offer whereby it will offer 0.79 of a share of LSI Logic common stock
for each outstanding share of C-Cube common stock. The exchange offer will be
followed by a merger in which a wholly owned subsidiary of LSI Logic will merge
with and into C-Cube, with C-Cube surviving as a wholly owned subsidiary of LSI
Logic, and each outstanding share of C-Cube common stock, other than shares
owned by LSI Logic or LSI Logic's wholly owned subsidiary previously mentioned
in this sentence, will be converted into the right to receive 0.79 of a share of
LSI Logic common stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit
Number Description
--------- --------------
99.1 Press Release dated March 26, 2001.
2
3
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.
LSI LOGIC CORPORATION
A Delaware Corporation
By: /s/ David G. Pursel
--------------------------------------
Date: April 4, 2001
-----------------------------------
David G. Pursel
Vice President, General Counsel and
Secretary
3