S-8

As filed with the Securities and Exchange Commission on July 16, 2002

Registration No. ___________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LSI LOGIC CORPORATION
(Exact name of issuer as specified in its charter)

DELAWARE
(State of Incorporation) 94-2712976
(I.R.S. Employer Identification No.)

1551 McCarthy Boulevard
Milpitas, California 95035
(Address of Principal Executive Offices)

LSI LOGIC CORPORATION
1999 NONSTATUTORY STOCK OPTION PLAN
(Full title of the Plan)

David G. Pursel
Vice President, General Counsel
LSI LOGIC CORPORATION
1551 McCarthy Boulevard, Milpitas, California 95035
(408) 433-8000
(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed Maximum
Title of Securities	Amount to be	Maximum Offering	Aggregate	Amount of
to be Registered	Registered	Price Per Unit*	Offering Price*	Registration Fee
Common Stock	10,000,000 shares	$7.56	$75,600,000	$6,956

* Estimated in accordance with Rule 457(c) for the purpose of calculating the registration fee on the basis of $7.56 per share, which was the average of the high and low prices of the Common Stock on the New York Stock Exchange, Inc. on July 15, 2002.

TABLE OF CONTENTS

Part II — INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 4.2
EXHIBIT 5.1
EXHIBIT 23.1

Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          There are hereby incorporated by reference in this registration statement the following documents and information previously filed with the Securities and Exchange Commission:

(a)  The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”);

(b)  The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 filed pursuant to Section 13 of the Exchange Act;

(c)  The Company’s Current Reports on Form 8-K dated January 25, 2002 and April 26, 2002 filed pursuant to Section 13 of the Exchange Act;

(d)  The description of the Company’s Amended and Restated Preferred Shares Rights Agreement contained in the Company’s Registration Statement on Form 8-A-12G/A filed on December 8, 1998, pursuant to Section 12(g) of the Exchange Act; and

(e)  The description of the Company’s Common Stock contained in the Company’s Registration Statement of Form 8-A filed on August 29,1989, pursuant to Section 12(b) of the Exchange Act.

          All documents filed by the Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act on or after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents.

Item 4.   Description of Securities.

                    Not applicable.

Item 5.   Interests of Named Experts and Counsel.

                    Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s Board of Directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933. Section 10 of the Restated Certificate of Incorporation and Article VI of the Bylaws of the Company provide for indemnification of certain agents to the maximum extent permitted by the Delaware General Corporation Law. Persons covered by these indemnification provisions include current and former directors, officers, employees and other agents of

the Company, as well as persons, who serve at the request of the Company as directors, officers, employees or agents of another enterprise. In addition, the Company has entered into indemnification agreements with its directors and officers pursuant to which the Company has agreed to indemnify such individuals and to advance expenses incurred in defending any action or proceeding to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

Item 7.   Exemption from Registration Claimed.

                    Not applicable.

Item 8.   Exhibits.

Exhibit
Number	Description
4.1	Amended and Restated Preferred Shares Rights Agreement, dated November 20, 1998. (1)
4.2	LSI Logic Corporation 1999 Nonstatutory Stock Option Plan.
5.1	Opinion of Counsel as to legality of securities being registered.
23.1	Consent of Independent Accountants.
23.2	Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1	Power of Attorney (see page 6).

(1) Incorporated by reference to exhibits filed with the Company’s Form 8-A12G/A (No. 001-10317) filed on December 8, 1998.

Item 9.   Undertakings.

                    (a)  The undersigned registrant hereby undertakes:

                               (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

                               (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                               (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

                    (b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                    (c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on this 16th day of July, 2002.

LSI LOGIC CORPORATION
By:	/s/  Bryon Look Bryon Look Executive Vice President, Finance and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wilfred J. Corrigan and Bryon Look, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Wilfred J. Corrigan       Wilfred J. Corrigan	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	July 16, 2002
/s/  Bryon Look        Bryon Look	Executive Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	July 16, 2002
/s/  T.Z. Chu       T.Z. Chu	Director	July 16, 2002
/s/  Malcolm R. Currie       Malcolm R. Currie	Director	July 16, 2002
/s/  James H. Keyes        James H. Keyes	Director	July 16, 2002
/s/  R. Douglas Norby        R. Douglas Norby	Director	July 16, 2002
/s/  Matthew J. O'Rourke       Matthew J. O'Rourke	Director	July 16, 2002
/s/  Gregorio Reyes       Gregorio Reyes	Director	July 16, 2002
/s/  Larry W. Sonsini       Larry W. Sonsini	Director	July 16, 2002

EXHIBIT INDEX

Exhibit
Number	Description
4.1	Amended and Restated Preferred Shares Rights Agreement, dated November 20, 1998. (1)
4.2	LSI Logic Corporation 1999 Nonstatutory Stock Option Plan.
5.1	Opinion of Counsel as to legality of securities being registered.
23.1	Consent of Independent Accountants.
23.2	Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1	Power of Attorney (see page 6).

(1) Incorporated by reference to exhibits filed with the Company’s Form 8-A12G/A (No. 001-10317) filed on December 8, 1998.

EX-4.2 3 f82983orexv4w2.txt EXHIBIT 4.2 EXHIBIT 4.2 LSI LOGIC CORPORATION 1999 NONSTATUTORY STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Nonstatutory Stock Option Plan are: - to attract and retain the best available personnel for positions of substantial responsibility, - to provide additional incentive to Employees , and - to promote the success of the Company's business. Options granted under the Plan will be Nonstatutory Stock Options. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees, which may include one or more Officers, as shall be administering the Plan, in accordance with Section 4 of the Plan. (b) "Applicable Laws" means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where options are, or will be, granted under the Plan. (c) "Board" means the Board of Directors of the Company. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Committee" means the Committee or Committees referred to in Section 4 of the Plan. If at any time no Committee shall be in office or acting, then the functions of the Committee specified in the Plan shall be exercised by the Board. (f) "Common Stock" means the Common Stock of the Company. (g) "Company" means LSI Logic Corporation, a Delaware corporation, or any successor corporation. (h) "Director" means a member of the Board. (i) "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code. (j) "Employee" means any person, employed by the Company or any Parent or Subsidiary of the Company. An employee shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company. (k) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (l) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: (i) if such Common Stock shall then be listed on a national securities exchange, the closing sales price (or the closing bid, if no sales were reported) as quoted on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (ii) the closing sales price (or the closing bid, if no sales were reported) as quoted on the NASDAQ National Market System, or (iii) if such Common Stock shall not be quoted on such National Market System nor listed or admitted to trading on a national securities exchange, then the average of the closing bid and asked prices, as reported by The Wall Street Journal for the over-the-counter market, or (iv) if none of the foregoing is applicable, then the Fair Market Value of a share of Common Stock shall be determined by the Board of Directors of the Company in its discretion. (m) "Notice of Grant" means a written or electronic notice evidencing certain terms and conditions of an individual Option grant. The Notice of Grant is part of the Option Agreement. (n) "Officer" means an Employee with the corporate rank of vice-president or higher. (o) "Option" means a nonstatutory stock option granted pursuant to the Plan, that is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. (p) "Option Agreement" means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. (q) "Optioned Stock" means the Common Stock subject to an Option. (r) "Optionee" means the holder of an outstanding Option granted under the Plan. (s) "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code. (t) "Plan" means this 1999 Nonstatutory Stock Option Plan. (u) "Share" means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan. (v) "Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code. 3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 49,000,000 Shares, on a split-adjusted basis. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). 4. Administration of the Plan. (a) Administration. The Plan shall be administered by (i) the Board or (ii) a Committee, which committee shall be constituted to satisfy Applicable Laws. (b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: (i) to determine the Fair Market Value of the Common Stock; (ii) to select the Employees to whom Options may be granted hereunder; (iii) to determine whether and to what extent Options are granted hereunder; (iv) to determine the number of shares of Common Stock to be covered by each Option granted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vii) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan; (viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws; (ix) to modify or amend each Option (subject to Section 17(b) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan; (x) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by the Administrator; (xi) to determine the terms and restrictions applicable to Options; (xii) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and (xiii) to make all other determinations deemed necessary or advisable for administering the Plan. (c) Effect of Administrator's Decision. The Administrator's decisions, determinations and interpretations shall be final and binding on all Optionees and any other holders of Options. 5. Eligibility. Options may be granted to Employees; provided, however, that notwithstanding anything to the contrary contained in the Plan, Options may not be granted to Officers and Directors. 6. Limitation. Neither the Plan nor any Option shall create a contract for employment for any period nor confer upon an Optionee any right with respect to continuing the Optionee's relationship as an employee with the Company or any Subsidiary, nor shall they interfere in any way with the Optionee's right or the Company's or any Subsidiary's right to alter the "at will" nature of the employment relationship, including the right to terminate such relationship at any time, with or without cause. 7. Term of Plan. The Plan shall become effective upon its adoption by the Board. It shall continue in effect for ten (10) years, unless sooner terminated under Section 17 of the Plan. 8. Term of Option. The term of each Option shall be stated in the Option Agreement. 9. Option Exercise Price and Consideration. (a) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be the Fair Market Value of the Common Stock on the date of grant of the Option. (b) Vesting Periods and Exercise Dates. At the time an Option is granted, the Administrator shall fix the period(s) within which the Option may vest and be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. (c) Form of Consideration. The consideration to be paid for the shares of Common Stock to be issued upon exercise of an Option, including the method of payment, shall be determined by the Committee and may consist entirely of (i) cash, (ii) check, (iii) promissory note, (iv) other shares of Common Stock which (x) either have been owned by the Optionee for more than six months on the date of surrender or were not acquired, directly or indirectly, from the Company, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares as to which said Option shall be exercised, (v) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise price, (vi) delivery of an irrevocable subscription agreement for the shares which obligates the option holder to take and pay for the shares not more than 12 months after the date of delivery of the subscription agreement, (vii) any combination of the foregoing methods of payment, or (viii) such other consideration and method of payment for the issuance of shares to the extent permitted under the Delaware General Corporation Law. 10. Exercise of Option. (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan. Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 11. Effect of Termination of Employment or Death or Disability of Optionee. (a) Termination in General. In the event that an Optionee during his or her lifetime ceases to be an Employee for any reason including retirement, other than misconduct of the Optionee, any Option, including any unexercised portion thereof, which was otherwise exercisable on the date of termination of employment, shall expire unless exercised within such time period as is determined by the Committee; which shall be ninety (90) days from the date the Optionee ceases to be an Employee unless the Committee has specified another time period prior to the expiration of such ninety (90) day period; and Notwithstanding the foregoing, the period of exercisability provided for above, as applicable shall in no event continue after the expiration of the term of such Option as set forth in the Option Agreement. (b) Misconduct: If in any case the Committee shall determine that an Employee shall have been discharged due to misconduct (as defined below) such Employee shall not thereafter have any rights under the Plan or any Option that shall have been granted to him or her under the Plan. For purposes of the Plan, "misconduct" means conduct for which the Company's determines to terminate an Employee's relationship with the Company due to (i) willful breach or neglect of duty; (ii) failure or refusal to work or to comply with the Company's rules, policies, and practices; (iii) dishonesty; (iv) insubordination; (v) being under the influence of drugs (except to the extent medically prescribed) or alcohol while on duty or on Company premises; (vi) conduct endangering, or likely to endanger, the health or safety of another Employee, any other person or the property of the Company; or (vii) conviction of, or plea of nolo contendere to, a felony. (c) Termination of Employment due to Disability or Death. In the event of the death or permanent, total Disability of an Optionee, that portion of the Option which had become exercisable as of the date of death or permanent, total Disability shall be exercisable by the Optionee or his or her personal representatives, heirs, or legatees within 12 months of the date of death or permanent, total Disability or such time period as is determined by the Committee. In the event of the death of an Optionee within three months after termination as an Employee, that portion of the Option which had become exercisable as of the date of termination shall be exercisable by his or her personal representatives, heirs, or legatees within 6 months of the date of death or such time period as is determined by the Committee. In the event that an Optionee ceases to be an Employee of the Company or of any Subsidiary for any reason, including death, Disability or retirement, prior to the lapse of any vesting period, his or her Option shall terminate and be null and void to the extent the requirement for such vesting period has not been satisfied. (d) Leave of Absence. The employment relationship shall not be considered interrupted in the case of: (i) sick leave, military leave or any other leave of absence approved by the Board, or (ii) in the case of transfer between locations of the Company or between the Company, its Subsidiaries or its successor. In the case of any Employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Option while on leave from the employ of the Company or a Subsidiary as it may deem appropriate, if any, except that in no event shall an Option be exercised after the expiration of the term set forth in the Option agreement. (e) Acceleration of Vesting. The Committee may accelerate the earliest date on which outstanding Options (or any installments thereof) are exercisable. 12. Withholding Taxes; Stock Withholding to Satisfy Withholding Tax Obligations. Whenever, under the Plan, Shares are to be issued in satisfaction of Options granted hereunder, the Company shall have the right to require the Optionee to remit to the Company an amount sufficient to satisfy federal, state, and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. When an Optionee incurs tax liability in connection with the exercise or vesting of any Option, which tax liability is subject to tax withholding under applicable tax laws, and the Optionee is obligated to pay the Company an amount required to be withheld under applicable tax laws, the Optionee may satisfy the withholding tax obligation by electing to have the Company withhold from the Shares to be issued that number of Shares having a Fair Market Value equal to the amount required to be withheld determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). All elections by an Optionee to have Shares withheld for this purpose shall be made in writing in a form acceptable to the Committee and shall be subject to the following restrictions: (a) the election must be made on or prior to the applicable Tax Date; (b) once made, the election shall be irrevocable as to the particular Shares as to hich the election is made; (c) all elections shall be subject to the disapproval of the Committee. 13. Recapitalization. In the event that dividends are payable in Common Stock or in the event there are splits, subdivisions, or combinations of shares of Common Stock, the number of Shares available under the Plan shall be increased or decreased proportionately, as the case may be, and the number of shares of Common Stock deliverable in connection with any Option theretofore granted shall be increased or decreased proportionately, as the case may be, without change in the aggregate purchase price (where applicable). 14. Reorganization. In case the Company is merged or consolidated with another corporation and the Company is not the surviving corporation, or in case the property or stock of the Company is acquired by another corporation, or in case of separation, reorganization, or liquidation of the Company, then the Board, or the board of directors of any corporation assuming the obligations of the Company hereunder, shall, as to outstanding Options either (a) make appropriate provision for the protection of any such outstanding Options by the assumption or substitution on an equitable basis of appropriate stock of the Company or of the merged, consolidated, or otherwise reorganized corporation which will be issuable in respect to the shares of Common Stock, or (b) upon written notice to the Optionee, provide that the Option must be exercised within 30 days of the date of such notice or it will be terminated. In any such case, the Board or the Committee may, in its discretion, advance the lapse of vesting periods and exercise dates. 15. Non-Transferability of Options. Unless determined otherwise by the Administrator, an Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option transferable, such Option shall contain such additional terms and conditions as the Administrator deems appropriate. 16. Date of Grant. The date of grant of an Option shall be, for all purposes, the date on which the Administrator makes the determination granting such Option, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee within a reasonable time after the date of such grant. 17. Amendment and Termination of the Plan. (a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. (b) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination. 18. Conditions Upon Issuance of Shares. (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. (b) Investment Representations. As a condition to the exercise of an Option the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 19. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 20. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. EX-5.1 4 f82983orexv5w1.txt EXHIBIT 5.1 EXHIBIT 5.1 July 16, 2002 LSI Logic Corporation 1551 McCarthy Blvd. Milpitas, CA 95035 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have acted as counsel to LSI Logic Corporation, a Delaware corporation (the "Company" or "you") and have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission on or about July 16, 2002 in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 10,000,000 shares of your Common Stock (the "Shares"), reserved for issuance under the LSI Logic Corporation 1999 Nonstatutory Stock Option Plan (the "Plan"). As your legal counsel, we have examined the Restated Certificate of Incorporation and Bylaws of the Company, the Plan and such other documents of the Company as we have deemed necessary or appropriate for the purposes of expressing an opinion, and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan. It is our opinion that, upon completion of the proceedings to be taken prior to issuance of the Shares, the Shares, when issued and sold in the manner referred to in the Plan and the agreements which accompany the Plan, in accordance with the Restated Certificate of Incorporation, will be validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendments thereto. Sincerely, /s/ WILSON SONSINI GOODRICH & ROSATI WILSON SONSINI GOODRICH & ROSATI Professional Corporation EX-23.1 5 f82983orexv23w1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the registration statement on Form S-8 pertaining to the LSI Logic Corporation 1999 Nonstatutory Stock Option Plan of our REPORT dated January 23, 2002, which appears in LSI Logic Corporation's Annual Report on Form 10-K for the year ended December 31, 2001. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Jose, California July 16, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.2

                                                                     EXHIBIT 4.2

                              LSI LOGIC CORPORATION

                       1999 NONSTATUTORY STOCK OPTION PLAN

      1.    Purposes of the Plan. The purposes of this Nonstatutory Stock Option
            Plan are:

            -     to attract and retain the best available personnel for
                  positions of substantial responsibility,

            -     to provide additional incentive to Employees , and

            -     to promote the success of the Company's business.

            Options granted under the Plan will be Nonstatutory Stock Options.

      2.    Definitions. As used herein, the following definitions shall apply:

            (a)   "Administrator" means the Board or any of its Committees,
which may include one or more Officers, as shall be administering the Plan, in
accordance with Section 4 of the Plan.

            (b)   "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where options are, or will be, granted under
the Plan.

            (c)   "Board" means the Board of Directors of the Company.

            (d)   "Code" means the Internal Revenue Code of 1986, as amended.

            (e)   "Committee" means the Committee or Committees referred to in
Section 4 of the Plan. If at any time no Committee shall be in office or acting,
then the functions of the Committee specified in the Plan shall be exercised by
the Board.

            (f)   "Common Stock" means the Common Stock of the Company.

            (g)   "Company" means LSI Logic Corporation, a Delaware corporation,
or any successor corporation.

            (h)   "Director" means a member of the Board.

            (i)   "Disability" means total and permanent disability as defined
in Section 22(e)(3) of the Code.

            (j)   "Employee" means any person, employed by the Company or any
Parent or Subsidiary of the Company. An employee shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or between the




Company, its Parent, any Subsidiary, or any successor. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

            (k)   "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (l)   "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                  (i)   if such Common Stock shall then be listed on a national
securities exchange, the closing sales price (or the closing bid, if no sales
were reported) as quoted on the principal national securities exchange on which
the Common Stock is listed or admitted to trading, or

                  (ii)  the closing sales price (or the closing bid, if no sales
were reported) as quoted on the NASDAQ National Market System, or

                  (iii) if such Common Stock shall not be quoted on such
National Market System nor listed or admitted to trading on a national
securities exchange, then the average of the closing bid and asked prices, as
reported by The Wall Street Journal for the over-the-counter market, or

                  (iv)  if none of the foregoing is applicable, then the Fair
Market Value of a share of Common Stock shall be determined by the Board of
Directors of the Company in its discretion.

            (m)   "Notice of Grant" means a written or electronic notice
evidencing certain terms and conditions of an individual Option grant. The
Notice of Grant is part of the Option Agreement.

            (n)   "Officer" means an Employee with the corporate rank of
vice-president or higher.

            (o)   "Option" means a nonstatutory stock option granted pursuant to
the Plan, that is not intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated
thereunder.

            (p)   "Option Agreement" means an agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the Plan.

            (q)   "Optioned Stock" means the Common Stock subject to an Option.

            (r)   "Optionee" means the holder of an outstanding Option granted
under the Plan.

            (s)   "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

            (t)   "Plan" means this 1999 Nonstatutory Stock Option Plan.

            (u)   "Share" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.

            (v)   "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.




      3.    Stock Subject to the Plan. Subject to the provisions of Section 13
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 49,000,000 Shares, on a split-adjusted basis. The Shares
may be authorized, but unissued, or reacquired Common Stock.

            If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated).

      4.    Administration of the Plan.

            (a)   Administration. The Plan shall be administered by (i) the
Board or (ii) a Committee, which committee shall be constituted to satisfy
Applicable Laws.

            (b)   Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

                  (i)    to determine the Fair Market Value of the Common Stock;

                  (ii)   to select the Employees to whom Options may be granted
hereunder;

                  (iii)  to determine whether and to what extent Options are
granted hereunder;

                  (iv)   to determine the number of shares of Common Stock to be
covered by each Option granted hereunder;

                  (v)    to approve forms of agreement for use under the Plan;

                  (vi)   to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

                  (vii)  to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan;

                  (viii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;

                  (ix)   to modify or amend each Option (subject to Section
17(b) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise
provided for in the Plan;

                  (x)    to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option previously
granted by the Administrator;




                  (xi)   to determine the terms and restrictions applicable to
Options;

                  (xii)  to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by an Optionee to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable; and

                  (xiii) to make all other determinations deemed necessary or
advisable for administering the Plan.

            (c)   Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.

      5.    Eligibility. Options may be granted to Employees; provided, however,
that notwithstanding anything to the contrary contained in the Plan, Options may
not be granted to Officers and Directors.

      6.    Limitation. Neither the Plan nor any Option shall create a contract
for employment for any period nor confer upon an Optionee any right with respect
to continuing the Optionee's relationship as an employee with the Company or any
Subsidiary, nor shall they interfere in any way with the Optionee's right or the
Company's or any Subsidiary's right to alter the "at will" nature of the
employment relationship, including the right to terminate such relationship at
any time, with or without cause.

      7.    Term of Plan. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect for ten (10) years, unless sooner
terminated under Section 17 of the Plan.

      8.    Term of Option. The term of each Option shall be stated in the
Option Agreement.

      9.    Option Exercise Price and Consideration.

            (a)   Exercise Price. The per share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be the Fair Market Value of
the Common Stock on the date of grant of the Option.

            (b)   Vesting Periods and Exercise Dates. At the time an Option is
granted, the Administrator shall fix the period(s) within which the Option may
vest and be exercised and shall determine any conditions which must be satisfied
before the Option may be exercised.

            (c)   Form of Consideration. The consideration to be paid for the
shares of Common Stock to be issued upon exercise of an Option, including the
method of payment, shall be determined by the Committee and may consist entirely
of (i) cash, (ii) check, (iii) promissory note, (iv) other shares of Common
Stock which (x) either have been owned by the Optionee for more than six months
on the date of surrender or were not acquired, directly or indirectly, from the
Company, and (y) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the shares as to which said Option shall be
exercised, (v) delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company the
amount of sale or loan proceeds required to pay the exercise price, (vi)
delivery of an irrevocable subscription agreement for the shares which obligates
the option holder to take and pay for the shares not more than 12 months after
the date of delivery of the subscription agreement, (vii) any combination




of the foregoing methods of payment, or (viii) such other consideration and
method of payment for the issuance of shares to the extent permitted under the
Delaware General Corporation Law.

      10.   Exercise of Option.

            (a)   Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. An Option may not be exercised for a fraction of
a Share.

            An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 13 of the Plan.

            Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

      11.   Effect of Termination of Employment or Death or Disability of
Optionee.

            (a)   Termination in General. In the event that an Optionee during
his or her lifetime ceases to be an Employee for any reason including
retirement, other than misconduct of the Optionee, any Option, including any
unexercised portion thereof, which was otherwise exercisable on the date of
termination of employment, shall expire unless exercised within such time period
as is determined by the Committee; which shall be ninety (90) days from the date
the Optionee ceases to be an Employee unless the Committee has specified another
time period prior to the expiration of such ninety (90) day period; and

            Notwithstanding the foregoing, the period of exercisability provided
for above, as applicable shall in no event continue after the expiration of the
term of such Option as set forth in the Option Agreement.

            (b)   Misconduct: If in any case the Committee shall determine that
an Employee shall have been discharged due to misconduct (as defined below) such
Employee shall not thereafter have any rights under the Plan or any Option that
shall have been granted to him or her under the Plan. For purposes of the Plan,
"misconduct" means conduct for which the Company's determines to terminate an
Employee's relationship with the Company due to (i) willful breach or neglect of
duty; (ii) failure or refusal to work or to comply with the Company's rules,
policies, and practices; (iii) dishonesty; (iv) insubordination; (v) being under
the influence of drugs (except to the extent medically prescribed) or alcohol
while on duty or on Company premises; (vi) conduct endangering, or likely to
endanger, the health or safety of another Employee, any other person or the
property of the Company; or (vii) conviction of, or plea of nolo contendere to,
a felony.




            (c)   Termination of Employment due to Disability or Death. In the
event of the death or permanent, total Disability of an Optionee, that portion
of the Option which had become exercisable as of the date of death or permanent,
total Disability shall be exercisable by the Optionee or his or her personal
representatives, heirs, or legatees within 12 months of the date of death or
permanent, total Disability or such time period as is determined by the
Committee. In the event of the death of an Optionee within three months after
termination as an Employee, that portion of the Option which had become
exercisable as of the date of termination shall be exercisable by his or her
personal representatives, heirs, or legatees within 6 months of the date of
death or such time period as is determined by the Committee. In the event that
an Optionee ceases to be an Employee of the Company or of any Subsidiary for any
reason, including death, Disability or retirement, prior to the lapse of any
vesting period, his or her Option shall terminate and be null and void to the
extent the requirement for such vesting period has not been satisfied.

            (d)   Leave of Absence. The employment relationship shall not be
considered interrupted in the case of: (i) sick leave, military leave or any
other leave of absence approved by the Board, or (ii) in the case of transfer
between locations of the Company or between the Company, its Subsidiaries or its
successor. In the case of any Employee on an approved leave of absence, the
Committee may make such provisions respecting suspension of vesting of the
Option while on leave from the employ of the Company or a Subsidiary as it may
deem appropriate, if any, except that in no event shall an Option be exercised
after the expiration of the term set forth in the Option agreement.

            (e)   Acceleration of Vesting. The Committee may accelerate the
earliest date on which outstanding Options (or any installments thereof) are
exercisable.

      12.   Withholding Taxes; Stock Withholding to Satisfy Withholding Tax
Obligations. Whenever, under the Plan, Shares are to be issued in satisfaction
of Options granted hereunder, the Company shall have the right to require the
Optionee to remit to the Company an amount sufficient to satisfy federal, state,
and local withholding tax requirements prior to the delivery of any certificate
or certificates for such Shares.

      When an Optionee incurs tax liability in connection with the exercise or
vesting of any Option, which tax liability is subject to tax withholding under
applicable tax laws, and the Optionee is obligated to pay the Company an amount
required to be withheld under applicable tax laws, the Optionee may satisfy the
withholding tax obligation by electing to have the Company withhold from the
Shares to be issued that number of Shares having a Fair Market Value equal to
the amount required to be withheld determined on the date that the amount of tax
to be withheld is to be determined (the "Tax Date").

      All elections by an Optionee to have Shares withheld for this purpose
shall be made in writing in a form acceptable to the Committee and shall be
subject to the following restrictions:

            (a)   the election must be made on or prior to the applicable Tax
Date;

            (b)   once made, the election shall be irrevocable as to the
particular Shares as to hich the election is made;

            (c)   all elections shall be subject to the disapproval of the
Committee.

      13.   Recapitalization. In the event that dividends are payable in Common
Stock or in the event there are splits, subdivisions, or combinations of shares
of Common Stock, the number of Shares available under the Plan shall be
increased or decreased proportionately, as the case may be, and the number of
shares of




Common Stock deliverable in connection with any Option theretofore granted shall
be increased or decreased proportionately, as the case may be, without change in
the aggregate purchase price (where applicable).

      14.   Reorganization. In case the Company is merged or consolidated with
another corporation and the Company is not the surviving corporation, or in case
the property or stock of the Company is acquired by another corporation, or in
case of separation, reorganization, or liquidation of the Company, then the
Board, or the board of directors of any corporation assuming the obligations of
the Company hereunder, shall, as to outstanding Options either (a) make
appropriate provision for the protection of any such outstanding Options by the
assumption or substitution on an equitable basis of appropriate stock of the
Company or of the merged, consolidated, or otherwise reorganized corporation
which will be issuable in respect to the shares of Common Stock, or (b) upon
written notice to the Optionee, provide that the Option must be exercised within
30 days of the date of such notice or it will be terminated. In any such case,
the Board or the Committee may, in its discretion, advance the lapse of vesting
periods and exercise dates.

      15.   Non-Transferability of Options. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

      16.   Date of Grant. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.

      17.   Amendment and Termination of the Plan.

            (a)   Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

            (b)   Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.

      18.   Conditions Upon Issuance of Shares.

            (a)   Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

            (b)   Investment Representations. As a condition to the exercise of
an Option the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

      19.   Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the




lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

      20.   Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

EX-5.1

                                                                     EXHIBIT 5.1

                                  July 16, 2002

LSI Logic Corporation
1551 McCarthy Blvd.
Milpitas, CA  95035

      RE: REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

      We have acted as counsel to LSI Logic Corporation, a Delaware corporation
(the "Company" or "you") and have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission on or about July 16, 2002 in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
10,000,000 shares of your Common Stock (the "Shares"), reserved for issuance
under the LSI Logic Corporation 1999 Nonstatutory Stock Option Plan (the
"Plan"). As your legal counsel, we have examined the Restated Certificate of
Incorporation and Bylaws of the Company, the Plan and such other documents of
the Company as we have deemed necessary or appropriate for the purposes of
expressing an opinion, and are familiar with the proceedings proposed to be
taken by you in connection with the issuance and sale of the Shares pursuant to
the Plan.

      It is our opinion that, upon completion of the proceedings to be taken
prior to issuance of the Shares, the Shares, when issued and sold in the manner
referred to in the Plan and the agreements which accompany the Plan, in
accordance with the Restated Certificate of Incorporation, will be validly
issued, fully paid and nonassessable.

      We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.

                                          Sincerely,

                                          /s/ WILSON SONSINI GOODRICH & ROSATI

                                          WILSON SONSINI GOODRICH & ROSATI
                                          Professional Corporation

EX-23.1

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the registration
statement on Form S-8 pertaining to the LSI Logic Corporation 1999 Nonstatutory
Stock Option Plan of our REPORT dated January 23, 2002, which appears in LSI
Logic Corporation's Annual Report on Form 10-K for the year ended December 31,
2001.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

San Jose, California

July 16, 2002