-----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, CtU+VDffFK00CFX9hNxCLssYxhvOp7ixQE1hEQvKfyjkQFcwrJFNZfC/7XN3gE5a IOdTB2ldHrPhXVyqntiSug== 0000950134-07-007256.txt : 20070402 0000950134-07-007256.hdr.sgml : 20070402 20070402151809 ACCESSION NUMBER: 0000950134-07-007256 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070402 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10317 FILM NUMBER: 07738322 BUSINESS ADDRESS: STREET 1: 1621 BARBER LANE CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4084338000 MAIL ADDRESS: STREET 1: 1621 BARBER LANE CITY: MILPITAS STATE: CA ZIP: 95035 8-K 1 f28907e8vk.htm FORM 8-K e8vk
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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): April 2, 2007
LSI LOGIC CORPORATION
(Exact name of registrant as specified in its charter)
         
DELAWARE   1-10317   94-2712976
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
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):
     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 8.01. Other Events.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1


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Item 8.01. Other Events.
     On April 2, 2007, LSI Logic Corporation (“LSI”) issued a press release announcing the consummation of the merger of Atlas Acquisition Corp., a wholly owned subsidiary of LSI, with and into Agere Systems Inc. (“Agere”) contemplated by the Agreement and Plan of Merger, dated as of December 3, 2006, by and among LSI, Atlas Acquisition Corp. and Agere. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit    
Number   Description
99.1
  Press Release, dated April 2, 2007.

 


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SIGNATURE
     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.
         
Date: April 2, 2007  LSI LOGIC CORPORATION,
a Delaware corporation
 
 
  By:   /s/ Bryon Look    
    Bryon Look   
    Executive Vice President
and Chief Financial Officer 
 
 

 


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EXHIBIT INDEX
     
Exhibit    
Number   Description
99.1
  Press Release, dated April 2, 2007.

 

EX-99.1 2 f28907exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
LSI Completes Merger With Agere Systems
Monday April 2, 8:00 am ET
Creates Leader in Silicon-to-Systems Solutions for Storage, Networking and Consumer Markets
MILPITAS, Calif., April 2 — LSI Logic Corporation (NYSE: LSI) announced today that it has completed its merger with Agere Systems Inc. (NYSE: AGR), effective April 2, and that it will rename the newly merged company LSI Corporation. The company will continue to trade under the stock symbol LSI on the New York Stock Exchange.
“Today’s merger marks the creation of a new company that unites two of the leading innovators in silicon-to-systems solutions,” said Abhi Talwalkar, LSI Logic president and chief executive officer. “Moving forward, our combined scale and resources will strengthen our ability to create value for customers and shareholders and win in our key markets.”
The new LSI is uniquely positioned as a semiconductor and storage systems leader with an unparalleled innovation pipeline and a broad array of competitive, customer-valued products and solutions in large and growing markets. Its well-established presence in the storage, networking and consumer electronics markets should enable the company to drive sustainable long-term growth and shareholder value through the strengthening of its platforms and the expansion of its existing customer and partner relationships.
Talwalkar added, “In the months since our merger announcement, we have developed detailed integration plans that should enable us to hit the ground running today as a single organization with clear leadership and goals. We have assembled a dynamic organization that blends the unique strengths of each company and we are confident that we can achieve the synergies and growth that we first outlined in December.”
On December 4, 2006, LSI and Agere announced a definitive merger agreement whereby Agere shareholders would receive 2.16 shares of LSI for each share of Agere they own. Shareholders of both companies approved the merger at separate meetings held on March 29.
The two companies had combined revenue of $3.5 billion for the 12 months ended December 31, 2006. The new LSI operates in more than 20 countries, with a workforce of approximately 9,100 employees, including nearly 4,300 engineers. The company owns a substantial patent portfolio consisting of more than 10,000 issued and pending U.S. patents.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward- looking statements. The forward-looking statements contained in this document may include statements about future financial and operating results; benefits of the transaction to customers, shareholders and employees; potential synergies and cost savings resulting from the transaction; the ability of the combined company to drive growth and expand customer and partner relationships and other statements regarding the post-merger company. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ

 


 

materially from what is expressed herein. In any forward- looking statement in which LSI expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the challenges and costs of integrating, restructuring and achieving anticipated synergies; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the business of LSI generally, including those set forth in the filings of LSI with the Securities and Exchange Commission, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of its annual report on Form 10-K and quarterly reports on Form 10-Q, its current reports on Form 8-K, and other SEC filings. LSI is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events, or otherwise.
About LSI Logic
LSI Logic Corporation (NYSE: LSINews) is a leading provider of innovative silicon, systems and software technologies that enable products which seamlessly bring people, information and digital content together. The company offers a broad portfolio of capabilities and services including custom and standard product ICs, adapters, systems and software that are trusted by the world’s best known brands to power leading solutions in the Storage, Networking and Consumer markets. More information is available at www.lsi.com
Editor’s Notes:
1. All LSI Logic news releases (financial, acquisitions, manufacturing, products, technology etc.) are issued exclusively by PR Newswire and are immediately thereafter posted on the company’s external website, http://www.lsi.com.
2. The LSI logo design is a registered trademark of LSI Logic Corporation.
3. All other brand or product names may be trademarks or registered trademarks of their respective companies.

 

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