-----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, DWQ7GYrBZvXABG2ppkzizpjk4DDKTzuTRfWJ/zjkqZXE98Bas3SYXRMS/gclgY+h QZzJ8VNF58pjIlPCVn9FKw== 0001095811-00-005346.txt : 20001219 0001095811-00-005346.hdr.sgml : 20001219 ACCESSION NUMBER: 0001095811-00-005346 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001218 EFFECTIVENESS DATE: 20001218 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: S-8 SEC ACT: SEC FILE NUMBER: 333-52050 FILM NUMBER: 791116 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 S-8 1 f68039ors-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on December 18, 2000 Registration No. 333-__________ 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 REGISTRANT AS SPECIFIED IN ITS CHARTER) ----------------------------- DELAWARE 94-2712976 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1551 MCCARTHY BOULEVARD MILPITAS, CALIFORNIA 95035 (408) 433-8000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ----------------------------- SYNTAX SYSTEMS, INC. RESTATED STOCK OPTION PLAN OF JANUARY 5, 1999 (FULL NAME OF PLAN) ----------------------------- DAVID G. PURSEL, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY LSI LOGIC CORPORATION 1551 MCCARTHY BOULEVARD MILPITAS, CALIFORNIA 95035 (408) 433-8000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ----------------------------- Copies to: LARRY W. SONSINI, ESQ. KATHLEEN B. BLOCH, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304 (650) 493-9300 ----------------------------- CALCULATION OF REGISTRATION FEE
==================================================================================================================================== TITLE OF EACH CLASS AMOUNT PROPOSED PROPOSED AMOUNT OF OF SECURITIES TO TO BE MAXIMUM MAXIMUM REGISTRATION BE REGISTERED REGISTERED OFFERING AGGREGATE FEE PRICE OFFERING PER SHARE (1) PRICE (1) - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock issuable under Syntax Systems, Inc. Restated Stock Option Plan of January 5, 1999............... 611, 241 $9.25 $5,653,979.25 $1,492.65 ====================================================================================================================================
(1) Computed in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. Computation based on the weighted average per share price (rounded to the nearest cent) of options granted under the referenced plans, the shares issuable under which are registered hereby. 2 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 heretofore filed with the Securities and Exchange Commission (the "Commission"): (1) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1999; (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended April 2, 2000, July 2, 2000, and October 1, 2000; (3) The Registrant's Current Reports on Form 8-K dated January 26, 2000, February 15, 2000, February 24, 2000, April 27, 2000, May 24, 2000, July 26, 2000, July 28, 2000, October 25, 2000, and December 12, 2000; (4) The description of the Registrant's common stock contained in the Registrant's Registration Statement on Form 8-A dated August 29, 1989, including any amendments or reports filed for the purpose of updating such description; and (5) The description of the Registrant's Amended and Restated Preferred Shares Rights Agreement in the Registrant's Registration Statement on Form 8-A-12G/A dated December 8, 1998. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing 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 de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part hereof from the date of filing of 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 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. II-1 3 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION 4.1 Syntax Systems, Inc. Restated Stock Option Plan of January 5, 1999. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-4).
ITEM 9. UNDERTAKINGS. (a) Rule 415 Offering. 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: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. (iii) 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 ((Section )239.13 of this chapter) or Form S-8 ((Section )239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (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 II-2 4 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 may be permitted to directors, officers and controlling persons of the registrant pursuant to the Delaware General Corporations Law, the Certificate of Incorporation of the Registrant, the Bylaws of the Registrant, Indemnification Agreements entered into between the Registrant and its officers and directors, 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 Securities 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 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. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 December 18, 2000. LSI LOGIC CORPORATION By /s/ Wilfred J. Corrigan ---------------------------------------- WILFRED J. CORRIGAN, CHAIRMAN, CHIEF EXECUTIVE OFFICER AND DIRECTOR POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Wilfred J. Corrigan and Bryon Look, and each of them, as his true and lawful attorneys-in-fact and agents, each with power of substitution, for him in his name, place and stead, in any and all capacities, to sign the Registration Statement filed herewith and any and all amendments (including post-effective amendments to this Registration Statement) and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933 and all post-effective amendments thereto and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each of them with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below on December 18, 2000.
SIGNATURE TITLE /s/ Wilfred J. Corrigan Chairman, Chief Executive Officer and Director - -------------------------------- (Principal Executive Officer) Wilfred J. Corrigan /s/ Bryon Look Executive Vice President and Chief Financial Officer - -------------------------------- (Principal Financial Officer and Principal Bryon Look Accounting Officer) /s/ R. Douglas Norby Director - -------------------------------- R. Douglas Norby /s/ T.Z. Chu Director - -------------------------------- T.Z. Chu /s/ Malcom R. Currie Director - -------------------------------- Malcom R. Currie /s/ James H. Keyes Director - -------------------------------- James H. Keyes /s/ Matthew J. O'Rourke Director - -------------------------------- Matthew J. O'Rourke
II-4 6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION 4.1 Syntax Systems, Inc. Restated Stock Option Plan of January 5, 1999. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.2 Consent of Counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page II-4).
EX-4.1 2 f68039orex4-1.txt EXHIBIT 4.1 1 Exhibit 4.1 RESTATED STOCK OPTION PLAN OF JANUARY 5, 1999 OF SYNTAX SYSTEMS, INC. 1. ADOPTION AND BOARD AUTHORIZATION. 1.1 Adoption. Syntax Systems, Inc. ["Company"] initially adopted a stock option plan on May 18, 1987. The Company amended the plan by resolution of the board of directors on May 22, 1995, and further amended and restated the plan by resolution of the board of directors on November 3, 1997. 1.2 Purpose. A primary overall purpose of the Plan remains to attract outstanding new employees and consultants and to encourage optionees to remain loyal, dedicated, hardworking employees or agents on behalf of the Company in order to enhance the value of the Company and to expedite the day when the Company will successfully make a public offering or be acquired by a third party at favorable terms. 1.3 Restatement. The purpose of this amended restatement is to amend the Plan further to reflect better the intent of the Company, to adopt new amendments, and to continue to state all of the terms of the Plan in one document. 1.4 Authorization. The Board of Directors of Syntax is hereby authorized to issue stock options on the Company's behalf by a majority vote of its members to any one or more persons who are or have been the Company's full-time employees, consultants, agents, advisors and, independent contractors, as well as descendants of the founding shareholders of the Company. 2. NUMBER OF SHARES. The aggregate number of shares which the optionees may purchase pursuant to options granted under this Plan shall be 3,500,000 shares of the Company's common stock. If any options granted under the Plan shall terminate or expire without having been exercised in full, the stock not purchased under such options shall be available again for the purposes of the Plan. As of the date of adoption of this Amended Restated Plan, options to purchase 2,201,161 shares were outstanding, of which 1,578,661 were vested and 119,060 had been exercised. 3. GRANT OF OPTIONS. The Company may grant options to such eligible persons as the Board in its discretion may from time to time determine. 4. EXERCISE. 4.1 General. Any option the Company grants pursuant to this Plan shall contain the relevant provisions herein setting forth the manner of exercise of such option. 4.2 Employee Optionees. 4.2.1 Existing Employee Options Remain in Effect. The option of an optionee who has received options prior to the adoption of this Restated Plan and who is an employee of the Company or is a descendant of the founding shareholders of the Company shall remain in full force and effect in accordance with the Stock Option Plan in effect at the time the Company granted the option. 4.2.2 New Employee Options. 4.2.2.1 General. An optionee who is an employee of the Company and who is granted the option after the adoption of this Restated Plan may exercise the option to purchase twenty percent (20%) of 2 the stock for which the option is granted as of each anniversary of the date of the grant, with the first increment eligible for exercise as of the first anniversary of the date of the grant; provided that options granted to replace an optionee's expired option shall permit the immediate exercise thereof. The option shall expire twenty (20) years from the grant thereof, unless earlier terminated on account of the optionee's termination of employment with the Company. Upon the optionee's leaving the employment of the Company, such optionee's option shall expire on the latter of the last day of employment or, only if there is a pending Liquidity Event, 30 days following such Liquidity Event (or the termination of the transaction constituting the Liquidity Event). 4.2.2.2 Special Circumstances. Where special circumstances warrant and upon resolution of the Board, the Company may grant earlier vesting terms (including immediate) and earlier expiration dates. 4.3 Non Employee Optionee. 4.3.1 Existing Non Employee Options Remain in Effect. The option of an employee who has received options prior to the adoption of this Restated Plan and who is not an employee of the Company at the grant of the option shall remain in full force and effect in accordance with the Stock Option Plan in effect at the time the Company granted the option. 4.3.2 New Non Employee Options. 4.3.2.1 General. An optionee who receives an option after adoption of this Restated Plan and who is not an employee of the Company at the time of the grant of the option may exercise the option immediately. The option shall expire ten (10) years from the grant thereof or if there is a pending Liquidity Event, thirty (30) days following such Liquidity Event (or the termination of the transaction constituting the Liquidity Event). 4.3.2.2 Special Circumstances. Where special circumstances warrant and upon resolution of the Board, the Company may grant earlier vesting terms (including immediate) and earlier expiration dates. 4.4 Liquidity Event. For purposes of the option, a Liquidity Event shall mean (a) the registration of the corporation's common stock under the Securities Act of 1933, as amended, and the establishment of a public market for such stock; (b) the sale or transfer of substantially all of the Company's assets; or (c) a merger, consolidation, reorganization, or other transaction providing for the conversion or exchange of the outstanding shares of the Company's stock and the securities of a third party, or cash, or property, or a combination of any of the foregoing. A Liquidity Event shall not include a merger or consolidation with a nonpublic entity in which the existing shareholders do not receive cash; provided that the optionee receives options in the merged of consolidated entity upon terms no less favorable than the options issued hereunder or in the absence thereof the right to have such options redeemed. 5. NONTRANSFERABILITY. The terms of any option granted under this Plan shall include a provision making such option nontransferable by the optionee, except upon death, and exercisable during the optionee's lifetime only by the optionee. 6. EXERCISE PRICE. 6.1 Existing Option. For all options granted prior to adoption of this Restated Plan, the exercise price per share upon exercise (and upon redemption following death) shall be the price set forth in each respective option. 6.2 New Options. For all options granted after adoption of this Restated Plan, the exercise price per share upon exercise shall be that price the Board adopts at the time of the grant. Such exercise price shall be not less than the fair market value at the time the option is deemed granted. For purposes of this Plan, the Board in its sole discretion shall determine the fair market value of the stock on such date and shall determine the method by which it computes the fair market value. The Board's decision shall be binding upon the Company and upon all optionees. -2- 3 7. RESTRICTIONS AFTER EXERCISE. 7.1 Restriction. An optionee may not sell, transfer, give, assign, or hypothecate any shares acquired upon the exercise of an option except pursuant to the provisions of this Section 7. 7.2 First Refusal. If the optionee has received a bona fide offer to purchase the shares, the optionee shall submit a copy of the written offer to the Company. The Company will then have ten (10) business days in which to notify the optionee of its election to (a) consent to the transfer on the terms set forth on the bona fide offer; (b) acquire the shares from the optionee pursuant to the optionee's Option (for options granted prior to adoption of this Restated Plan) or acquire the shares from the optionee at the fair market value of the shares at the time of redemption, the good faith decision of the Board as to such fair market value being binding upon the parties; or (c) acquire the shares from the optionee at the same price and terms set forth in the bona fide offer. If the Company does not respond within such ten (10) days, it shall be deemed to have consented to the transfer only pursuant to the bona fide offer within ninety (90) days of the date upon which the optionee delivered the terms of the offer to the Company. After the expiration of such ninety (90) day period, any bona fide offer (including the same offer) must again be submitted to the Company pursuant to the provisions of this paragraph. 7.3 Terms. If the Company so elects, it may pay such price with a payment of ten percent (10%) or more down and the balance in equal quarterly installments over three (3) years with interest at the rate of six percent (6%) per annum on the declining balance. 7.4 Attempted Transfers. Any attempt to sell, assign, transfer, pledge, or hypothecate any of the Company's shares issued pursuant to this Plan, except in accordance with this Plan, shall not be recognized by the Company and shall be grounds for termination for cause of the employment or other relationship with the Company. Any certificates issued representing shares acquired upon the exercise of an option granted pursuant to an option issued under this Plan shall bear restrictive legend indicating that such shares may not be transferred without consent of the Company. 7.5 Acceptance of Terms. An optionee's exercise of the option granted pursuant to this Plan shall constitute an acceptance of the terms and conditions of the Plan. Each optionee and his or her spouse must endorse an agreement to be bound by this Plan on or before the issuance of any shares pursuant to this Plan. 7.6 Removal of Restrictions. The restrictions set forth in this Section 7 shall terminate and be of no further force and effect upon a Liquidity Event as defined in paragraph 4.4 above. 8. DEATH OF OPTIONEE. 8.1 Restriction. Upon an optionee's death, the transfer and/or redemption of the option and any shares acquired pursuant to the exercise of options hereunder shall be governed by this section. 8.2 Issued Shares. If such optionee's shares pass to his/her spouse or lineal descendants by bequest or inheritance, then the optionee's estate shall elect to transfer the shares to such spouse or descendants or to have the Company redeem the option as if it had elected to redeem in accordance with Section 7.2(b) herein. 8.3 Time Limitation. The estate must make such election within ninety (90) days of the optionee's death by written notice to the Company's secretary. If the estate has not made an election by such date, then the estate shall be deemed to have elected redemption. 8.4 Transferred Shares. If the estate elects to have the shares transferred to the spouse and/or descendants, such shares shall be subject to the same terms, conditions, and restrictions set forth in this Plan; the transferee shall execute a consent or compliance agreement in a form the Company furnishes; and if the transferee dies, the provisions of this Section 8 shall govern. -3- 4 8.5 Options. In the event an optionee has not exercised an option as of the date of the optionee's death, the estate shall have ninety (90) days following death in which to elect to exercise such options, after which date the options shall expire. 9. STOCK RESERVE. The Company shall at all times during the term of this Plan reserve and keep available such number of common shares as will be sufficient to satisfy the requirements of the Plan. The Company shall pay all fees and expenses necessarily incurred by the Company in connection with the exercise of options, granted hereunder. 10. ADDITIONAL TERMS. Any option granted hereunder shall contain such other and additional terms, not inconsistent with the terms of this Plan, which are deemed necessary or desirable by the Board of Directors or by legal counsel. The Company intends that this Plan be considered a nonqualified or nonstatutory stock option plan within the meaning of the Internal Revenue Code. 11. DISCRETIONARY DECISIONS. All decisions to be made by the Company and/or its Board of Directors pursuant to this Plan shall be made at the absolute discretion of the Company and its Board of Directors. All such decisions and determinations shall be final and binding upon all optionees. An optionee shall have no right to challenge a decision or determination of the Board of Directors for reasons other than fraud. 12. AMENDMENT OR TERMINATION OF PLAN. The Company's Board of Directors may amend or terminate the Plan at any time. No amendment reducing or restricting an optionee's rights shall be effective as to any option previously granted, unless the Company and the optionee have consented thereto in writing. 13. ADJUSTMENT IN SHARES COVERED BY PLAN. If any change is made in the shares subject to the Plan or subject to any options granted under the Plan through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, rights offerings, change in the corporate structure of the Company, or otherwise, then appropriate adjustment shall be made as to the maximum number of shares subject to the Plan and the number of shares and prices per share subject to outstanding options. 14. STOCKHOLDER APPROVAL/EFFECTIVE DATE. This Plan was initially approved by the Board of Directors and shareholders of the Company on May 18, 1987, and first amended by the Board of Directors as of May 22, 1995, and amended and restated by the Board of Directors on November 3, 1997, and further amended and restated by the Board of Directors effective January 5, 1999, which is the effective date of this Plan. This Restated Stock Option Plan of January 5, 1999 shall apply to all options issued after its effective date and to options issued prior to its effective date to the extent an amendment increases or broadens the optionee's rights. As amended by resolution of the Board of Directors effective January 5, 1999. SYNTAX SYSTEMS, INC. By /s/ Peggy J. Franklin ---------------------- Peggy J. Franklin Secretary -4- EX-5.1 3 f68039orex5-1.txt EXHIBIT 5.1 1 Exhibit 5.1 December 18, 2000 LSI Logic Corporation 1551 McCarthy Boulevard San Jose, California 95035 Re: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about the date hereof (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 611,241 shares of your Common Stock (the "Shares") reserved for issuance under the Syntax Systems, Inc. Restated Stock Option Plan of January 5, 1999 (the "Plan"). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares under the Plan. In addition, for purposes of this opinion we have assumed that the consideration received by the Company in connection with each issuance of the Shares will include an amount in the form of cash, services rendered or property that exceeds the greater of (i) the aggregate par value of such Shares or (ii) the portion of such consideration determined by the Company's Board of Directors to be "capital" for purposes of the Delaware General Corporation Law. Based upon the foregoing, it is our opinion that, when issued and sold in the manner referred to in the Plan and pursuant to the agreements which accompany the Plan, the Shares issued and sold thereby will be legally and validly issued, fully paid and non-assessable. 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 any Prospectus constituting a part thereof, and any amendments thereto. This opinion may be incorporated by reference in any abbreviated registration statement filed pursuant to General Instruction E of Form S-8 under the Securities Act with respect to the Registration Statement. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ WILSON SONSINI GOODRICH & ROSATI EX-23.1 4 f68039orex23-1.txt EXHIBIT 23.1 1 Exhibit 23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 18, 2000 relating to the financial statements of LSI Logic Corporation, which appears in the 1999 Annual Report to Stockholders of LSI Logic Corporation which is incorporated by reference in LSI Logic Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP San Jose, California December 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----