-----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, Ggfn2Y8Nhbi8ZOMcEx9LsAxvLbzvlk//OQXyq1FxldJV8fZJdq4wlQRMNaiiOtP1 q2BQwIkxOFmzLtv0Tok0AA== 0000891618-97-001732.txt : 19970416 0000891618-97-001732.hdr.sgml : 19970416 ACCESSION NUMBER: 0000891618-97-001732 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970415 SROS: NASD 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10317 FILM NUMBER: 97580321 BUSINESS ADDRESS: STREET 1: 1551 MCCARTHY BLVD STREET 2: MS D 106 CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4084334039 MAIL ADDRESS: STREET 1: 1551 MCCARTHY BLVD STREET 2: MS D 106 CITY: MILPITAS STATE: CA ZIP: 95035 DEFA14A 1 DEFINITIVE ADDITIONAL MATERIALS 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 LSI LOGIC CORPORATION (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: 2 (Date) (Name) (Address) Dear __________: You should have recently received LSI Logic's Proxy Statement for the 1997 Annual Meeting of Stockholders to be held on May 6 at our facility in Gresham, Oregon. For your convenience, an additional copy of the Proxy Statement is enclosed here. Among the proposals this year there are four that deal with reserving additional shares of common stock for our Employee Stock Purchase Plan (Purchase Plan) and our 1991 Equity Incentive Plan (Incentive Plan). The purpose of this letter is to encourage your vote in the affirmative on all proposals and to address certain frequently heard concerns of stockholders as they may relate to the Purchase Plan or the Incentive Plan. The Purchase Plan allows employees to elect to withhold wages to periodically purchase shares of LSI Logic Common Stock at a discounted price. The employee Incentive Plan provides for the issuance of non-qualified stock options, incentive stock options and other stock-based or related benefits. Details of both plans are included in the Proxy Statement. The proposals to reserve additional shares for issuance under the Purchase Plan and the Incentive Plan have been structured to reflect the Board of Directors' awareness of stockholder interests in how, and to what extent, the benefits under such stock-based plans are provided. Proposals relating to each plan request approval for an "evergreen" feature. In determining the amount of new shares to be added each year, an aggregate amount of less than five (5) percent of outstanding and issued shares at the beginning of each year was selected. The annual increases of shares to be added to both plans is believed to be consistent with internal guidelines for many stockholders. Expressed as a percentage of outstanding shares, the numbers of shares that would be added are consistent with LSI Logic's historical practices. An additional component of the Incentive Plan evergreen proposal is to limit its applicability to only seven years before shareholder approval would again need to be obtained. We believe this feature would add stability and predictability to the plans within appropriate limits. 3 We are also aware that some stockholders prefer that stock option plans limit or even prohibit any authority to reprice previously granted stock options without first obtaining stockholder approval. While LSI Logic's Incentive Plan does not contain a restriction to this effect, it is believed that the Company's past practices reflect an approach to this topic that is both conservative and realistic in the electronics industry. As you know, LSI Logic is an employer that must recruit for and attempt to retain a substantial portion of the Company's key engineering talent in Silicon Valley. In this context, LSI Logic's practice is to grant stock options at fair market value at the time of grant. Further, consideration of the question of stock option repricing has and would be considered in the future only in circumstances that the Company regarded as extraordinary. We believe, for example, that the repricing offered in 1996 reflects this attitude, since it did not include the CEO or the individuals who then were the four highest compensated executive officers. Also, a vesting restart requirement was imposed as a condition of obtaining the new price. We trust you will agree that our practice reflects an appropriate balance of business requirements and adequate stockholder protections. LSI Logic firmly believes that, in the context of the competitive environment in which we seek to recruit and retain talented people, stock-based employee incentive compensation plans are a crucial component of our compensation strategy. Should you have any questions about the foregoing or any of the other proposals this year, please do not hesitate to contact me at 408.433.4365. We look forward to receiving your affirmative vote. Sincerely, Diana Matley Director, Investor Relations Enc. -----END PRIVACY-ENHANCED MESSAGE-----