-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S7Dv634QW3NQpMG9+siB7yfQ6kMQwXYpQHtxnkTpvHWXUFDMYOwOCkSk+wVa7X5R RcPsInyi15skeYYRNSHp5Q== 0000891618-99-003059.txt : 19990712 0000891618-99-003059.hdr.sgml : 19990712 ACCESSION NUMBER: 0000891618-99-003059 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990221 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LSI LOGIC CORP CENTRAL INDEX KEY: 0000703360 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942712976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-10317 FILM NUMBER: 99661496 BUSINESS ADDRESS: STREET 1: 1551 MCCARTHY BLVD STREET 2: MS D 106 CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4084338000 MAIL ADDRESS: STREET 1: 1551 MCCARTHY BLVD STREET 2: MS D 106 CITY: MILPITAS STATE: CA ZIP: 95035 8-K/A 1 FORM 8-K/A AMENDMENT NO. 2 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 21, 1999 LSI LOGIC CORPORATION - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-11674 94-2712976 - -------------------------------------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION)
1551 MCCARTHY BOULEVARD MILPITAS, CALIFORNIA 95035 ------------------------------------------------------------- (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 433-8000 NOT APPLICABLE - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ================================================================================ 2 ITEM 5. OTHER EVENTS. On February 21, 1999, the Registrant entered into an Agreement and Plan of Reorganization and Merger (the "Merger Agreement") with Stealth Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Registrant, and SEEQ Technology Incorporated, a Delaware corporation ("SEEQ") pursuant to which Registrant will acquire SEEQ. The Merger Agreement was amended on March 5, 1999 to make certain technical corrections to reflect the intent of the parties thereto. Pursuant to the Merger Agreement, each outstanding share of Common Stock, par value $0.01 per share, of SEEQ would be converted into the right to receive that number of shares of Common Stock of Registrant equal to the Exchange Ratio as defined in the Merger Agreement, which is incorporated herein by reference. Registrant filed a Registration Statement on Form S-4 on May 28, 1999, which was declared effective at 5:00 p.m. E.T. on May 28, 1999. On June 22, 1999 the stockholders of SEEQ approved the Merger. The closing was completed on the June 22, 1999, at which time the Exchange Ratio was calculated to be 0.0759. On that date the Registrant acquired all the outstanding capital stock of SEEQ. Based on the number of shares of outstanding common stock of SEEQ as of June 22, 1999 and the number of shares reserved for various SEEQ stock plans, a maximum of 2,833,736 shares of LSI Logic Common Stock will be issued in exchange for all outstanding shares of SEEQ Common Stock. The information that is set forth in the Registrant's Press Release dated June 22, 1999 is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Agreement and Plan of Reorganization and Merger dated February 21, 1999, and amended March 5, 1999, among Registrant, Stealth Acquisition Corporation and SEEQ Technology Incorporated (incorporated by reference to Exhibit 99.1 to the Report on Form 8-K/A filed by the Registrant on March 5, 1999). 99.2 Text of Press Release, dated as of February 22, 1999. (incorporated by reference to Exhibit 99.2 to the Report on Form 8-K filed by the Registrant on February 23, 1999) 99.3 Text of Press Release, dated as of June 22, 1999.
3 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 Dated: July 7, 1999 By: /s/ R. Douglas Norby --------------------------------- R. Douglas Norby Executive Vice President, Finance and Chief Financial Officer 4 EXHIBIT INDEX
Exhibit Number Description - -------------- ---------------------------------------------------------------------- 99.1 Agreement and Plan of Reorganization and Merger dated February 21, 1999, and amended March 5, 1999, among Registrant, Stealth Acquisition Corporation and SEEQ Technology Incorporated (incorporated by reference to Exhibit 99.1 to the Report on Form 8-K/A filed by the Registrant on March 5, 1999). 99.2 Text of Press Release, dated as of February 22, 1999. (incorporated by reference to Exhibit 99.2 to the Report on Form 8-K filed by the Registrant on February 23, 1999) 99.3 Text of Press Release, dated as of June 22, 1999.
EX-99.3 2 TEXT OF PRESS RELEASE, DATED AS OF JUNE 22, 1999 1 EXHIBIT 99.3 FOR IMMEDIATE RELEASE June 22, 1999 Media Contact: Kevin Brett, 408-433-7150 Investor Contact: Diana Matley, 408-433-4365 LSI LOGIC COMPLETES $106 MILLION SEEQ ACQUISITION SEEQ SHAREHOLDERS APPROVE LSI LOGIC'S OFFER MILPITAS, CA - LSI Logic Corporation (NYSE: LSI) today announced the completion of the final step of its acquisition of SEEQ Technology, Inc., a leading semiconductor designer of data communications devices for the Internet-driven networking market. At a meeting held this morning in Fremont, California, SEEQ Technology shareholders approved LSI Logic's purchase of SEEQ. Under the terms of the offer, SEEQ shareholders will receive LSI Logic Common Stock based on an exchange ratio of .0759. The transaction is valued at approximately $106 million. LSI Logic intends to account for the SEEQ acquisition as a pooling of interests. LSI Logic expects the transaction to be accretive to the company's earnings per share in the second half of 1999. "The SEEQ acquisition reflects LSI Logic's Internet business strategy and immediately enhances our system-on-a-chip product portfolio for our customers," said John Daane, LSI Logic executive vice president of Communications, Computer and ASIC Products. "LSI Logic will directly benefit from SEEQ's' strength in Ethernet MAC and PHY transceiver solutions." Daane said the SEEQ acquisition provides LSI Logic with additional mixed-signal design expertise, a talented corps of engineers, and access to SEEQ Technology's PHY transceiver IC technology. In addition, the SEEQ purchase brings to LSI Logic networking standard products, and intellectual property that can be incorporated into the company's CoreWare(R) library. SAFE HARBOR FOR FORWARD LOOKING STATEMENTS: The statements in this news release relating to the effect of the acquisition on earnings per share involve known and unknown risks and uncertainties, which may cause the company's actual results in future periods to be materially different from any performance suggested in this release. Such factors may include, but may not necessarily be limited to customer acceptance of the acquisition and continuing demand for SEEQ products. Also, the company's ability to successfully combine SEEQ operations with its own, including retaining key employees, can impact the company's financial performance. The timing of new technology and product introductions anticipated from the acquisition are also important factors. In the context of forward-looking information in this news release, reference is made to the discussion of risk factors detailed in the company's filings with the Securities and Exchange Commission during the past 12 months. 2 ABOUT LSI LOGIC LSI Logic Corporation (NYSE:LSI), The System on a Chip Company(R), is a leading supplier of custom high-performance semiconductors with operations worldwide. The company enables customers to build complete systems on a single chip with its CoreWare(R) design program, thereby increasing performance, lowering system costs and accelerating time to market. LSI Logic develops application-optimized products in partnership with trendsetting customers and operates leading edge, high-volume manufacturing facilities to promote submicron chips. The company maintains a high level of quality, as demonstrated by its ISO 9000 certifications. LSI Logic is headquartered at 1551 McCarthy Blvd., Milpitas, California 95035, 408-433-8000, www.lsilogic.com. ABOUT SEEQ TECHNOLOGY SEEQ Technology, Inc. is a leading manufacturer of data communications semiconductor products. Headquartered in Fremont, California, the company is a LAN pioneer, having introduced the first integrated Ethernet controller in 1982. SEEQ's product families include Gigabit Ethernet, Fast Ethernet (100Base-T), Ethernet (10Base-2,-5, and -T) and ATM components. SEEQ leads the Ethernet Media Access Controller (MAC) market, and offers the broadest line of Fast Ethernet MACs and PHYs in the industry. The company's Ethernet solutions are used in industry-leading applications including network interface cards, hubs/bridges/routers, switches and test equipment. SEEQ is a contributing member of the IEEE Fast Ethernet and Gigabit Ethernet committees, and the Gigabit Ethernet Alliance (GEA). For further information about SEEQ and its products, please visit the company's World Wide Web site at http://www.seeq.com, or phone 510-226-7400. # # # Editor's Notes: 1. The LSI Logic logo design, The System on a Chip Company and CoreWare are registered trademarks of LSI Logic Corporation. 2. All other brand and product names may be trademarks of their respective companies. 3. Additional information about LSI Logic Corporation is available at www.lsilogic.com. -----END PRIVACY-ENHANCED MESSAGE-----