-----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, KbgbIu3tFPH7I9277FuNwXt8edQMOtU4Bkj4exET2Hxq5KjWqxniSrrr6CDCbPqU mW4t17lbLjQzcZvQSLIlow== /in/edgar/work/20000728/0001095811-00-002147/0001095811-00-002147.txt : 20000921 0001095811-00-002147.hdr.sgml : 20000921 ACCESSION NUMBER: 0001095811-00-002147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000714 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LSI LOGIC CORP CENTRAL INDEX KEY: 0000703360 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 942712976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10317 FILM NUMBER: 680427 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 1 e8-k.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 14, 2000 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 2. ACQUISITION OR DISPOSITION OF ASSETS. On July 14, 2000, LSI Logic Corporation, a Delaware corporation (the "Registrant"), completed the acquisition of DataPath Systems, Inc. ("DataPath") pursuant to an Agreement and Plan of Reorganization (the "Reorganization Agreement") by and among Registrant, Diamond Acquisition Corp., a California corporation and a wholly-owned subsidiary of Registrant ("Sub"), DataPath and Shih-Ming Shih, Hemant Thapar and Greg Yamamoto, and with respect to Article VII and Article IX only, U.S. Bank Trust, National Association, as escrow agent and Greg Yamamoto as Shareholder Agent. The acquisition was completed by means of a merger (the "Merger") of Sub with and into DataPath and was consummated by the filing of an Agreement of Merger with the Secretary of State of the State of California. Prior to the Merger, DataPath was a supplier to the mass-storage and broadband communications markets, providing the design, development and manufacture of mixed Analog/Digital IC solutions for the physical layer in high volume applications. As a result of the Merger, DataPath became a wholly-owned subsidiary of Registrant. The Registrant intends to continue to operate DataPath's business as part of its broadband communications division. The Merger is intended to be a tax-free reorganization under the Internal Revenue Code of 1986, as amended, and is being accounted for as a purchase transaction. Under the terms of the Merger, a maximum of 9,062,968 shares of Registrant common stock were exchanged for all outstanding shares of DataPath capital stock and options and other securities convertible into DataPath capital stock. This consideration was determined by arms-length negotiations. Each share of DataPath common stock issued and outstanding immediately prior to the closing of the Merger (including shares of DataPath common stock issued upon conversion of DataPath Series A Preferred Stock) was cancelled and converted automatically into a number of shares of Registrant common stock computed in accordance with the Reorganization Agreement. In addition, each issued and outstanding option or right to purchase DataPath capital stock, whether or not exercisable, was assumed by Registrant. Each stock option continued to have the same terms and conditions as it had immediately prior to the closing of the Merger, except that the number of shares of Registrant common stock into which it was exercisable and its exercise price were adjusted according to the same manner as the conversion of DataPath capital stock into Registrant common stock. The foregoing description of the Reorganization Agreement and the Merger does not purport to be complete and is qualified by reference to the full text of the Reorganization Agreement, which is filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed May 24, 2000 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 2 3 2.1 Agreement and Plan of Reorganization dated May 20, 2000, among Registrant, Diamond Acquisition Corp., DataPath Systems, Inc. and Shih-Ming Shih, Hemant Thapar and Greg Yamamoto, and with respect to Article VII and Article IX only, U.S. Bank Trust, National Association, as escrow agent and Greg Yamamoto as Shareholder Agent (incorporated by reference to Exhibit 99.1 to the Report on Form 8-K filed by the Registrant on May 24, 2000). 99.1 Text of Press Release, dated as of July 17, 2000, "LSI Logic Completes $420 Million Purchase of Communications Chip Company, DataPath Systems--LSI Logic Offers Complete ADSL Solution to Customers." 3 4 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 27, 2000 By: /s/ R. Douglas Norby ------------------------------- R. Douglas Norby Executive Vice President, Finance and Chief Financial Officer 4 5 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 2.1 Agreement and Plan of Reorganization dated May 20, 2000, among Registrant, Diamond Acquisition Corp., DataPath Systems, Inc. and Shih-Ming Shih, Hemant Thapar and Greg Yamamoto, and with respect to Article VII and Article IX only, U.S. Bank Trust, National Association, as escrow agent and Greg Yamamoto as Shareholder Agent (incorporated by reference to Exhibit 99.1 to the Report on Form 8-K filed by the Registrant on May 24, 2000). 99.1 Text of Press Release, dated as of July 17, 2000, "LSI Logic Completes $420 Million Purchase of Communications Chip Company, DataPath Systems--LSI Logic Offers Complete ADSL Solution to Customers."
5 EX-99.1 2 ex99-1.txt EXHIBIT 99.1 1 Exhibit 99.1 Monday July 17, 2000 8:03 am Eastern Time LSI Logic Corporation Press Release LSI Logic Completes $420 Million Purchase of Communications Chip Company, DataPath Systems LSI Logic Offers Complete ADSL Solution to Customers MILPITAS, Calif., July 17 -- LSI Logic (NYSE: LSI) today announced the completion of its strategic acquisition of DataPath Systems, Inc., a leading provider of standard product solutions in the rapidly growing broadband communications market. DataPath's product offerings include ADSL (Asynchronous Digital Subscriber Line) systems, cable modems and high-performance transceivers. The San Jose-based DataPath has approximately 130 employees, including about 115 design engineers. The $420 million stock transaction follows the necessary regulatory reviews. The acquisition is expected to be accretive to LSI Logic's earnings before goodwill amortization (EBG) during 2001. "The DataPath purchase illustrates LSI Logic's strategy of using targeted acquisitions to amass critical intellectual property and products to accelerate our growth in high-volume communications markets, such as broadband, networking and wireless," said John Daane, LSI Logic executive vice president of the Communications Products Group. "DataPath provides LSI Logic with key analog building blocks for ADSL, cable modems, and high-speed transceivers that complement existing LSI Logic products for customers competing in the broadband space." Earlier, LSI Logic announced the licensing of discrete multitone (DMT) technology from Alcatel's Carrier Data Division. By combining DataPath's Analog Front End (AFE) and the DMT engine from Alcatel, LSI Logic now offers a complete ADSL solution to customers. Safe Harbor for Forward Looking Statements: Statements made in this news release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities and Exchange Act of 1934, as amended. The company's actual results in future periods may be materially different from any performance suggested in this news release. Risks and uncertainties to which the company is subject by virtue of the announced transaction may include, but may not necessarily be limited to factors associated, integration of DataPath products and technologies with the company's and unforeseen market reactions. In addition, expected financial benefits from the transaction reflect growth assumptions in broadband market applications, which may not necessarily occur as anticipated. The company operates in an industry sector where securities values are highly volatile and may be influenced by economic and other factors beyond the company's control. In the context of forward-looking information provided in this news release, reference is made to the 2 discussion of risk factors detailed in the company's filings with the Securities and Exchange Commission during the past 12 months. About LSI Logic LSI Logic Corporation is a leading supplier of communications chips for broadband, data networking, wireless and set-top box applications. In addition, the company provides chips and boards for network computing and supplies storage network solutions for the enterprise. LSI Logic is headquartered at 1551 McCarthy Blvd., Milpitas, CA 95035, www.lsilogic.com. About DataPath Systems DataPath Systems, Inc. founded in 1994, designs, develops and manufactures complex mixed analog/digital ICs for the communications and storage industries. Headquartered in San Jose, DataPath Systems' team of world-class engineers has developed leading edge, 'best-of-class' performance solutions for the ADSL and mass storage markets. -----END PRIVACY-ENHANCED MESSAGE-----