S-1/A 1 0001.txt 0 As filed with the Securities and Exchange Commission on October 25, 2000. Registration No. 333-32964 ------------------------------------------------------------------------------- --------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO THE FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIRRUS LOGIC, INC. (Exact name of Registrant as specified in its charter) DELAWARE 77-0024818 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 4210 SOUTH INDUSTRIAL DRIVE AUSTIN, TEXAS 78744 (512) 445-7222 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ----------------------- DAVID D. FRENCH PRESIDENT AND CHIEF EXECUTIVE OFFICER CIRRUS LOGIC, INC. 4210 SOUTH INDUSTRIAL DRIVE AUSTIN, TEXAS 78744 (512) 445-7222 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Edward H. Molter, Esq. Brobeck, Phleger & Harrison LLP 301 Congress Avenue, Suite 120 Austin, Texas 78701 ------------------------------------------------------------------------------- ------------------------------------------------------------- CIRRUS LOGIC, INC. This registration statement, as amended to the date of its effectiveness (March 22, 2000), registered the sale from time to time of up to 3,562,364 shares of the Common Stock of the registrant by the stockholder named therein. Of this amount, the selling stockholder sold an aggregate of 2,382,411 shares. The offering has now been terminated. Accordingly, the registrant hereby deregisters 1,179,953 shares of the common stock originally covered by this registration statement. 1 ------ Item 16. Exhibits --------- Exhibit Number Exhibit --------------- ------- 24.1 Power of Attorney. 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas on this 24th day of October, 2000. CIRRUS LOGIC, INC. By: /s/ David D. French ----------------------- David D. French President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE ---------------------- -------------------------------------- ---------------- /s/ David D. French President, Chief Executive Officer and Director ------------------------- David D. French (Principal Executive Officer) October 25, 2000 /s/ Robert W. Fay Vice President, Chief Financial Officer, and Secretary ------------------------- Robert W. Fay (Principal Financial and Accounting Officer) October 25, 2000 ------------------------- Michael Hackworth Chairman of the Board October 25, 2000 /s/ Suhas S. Patil ------------------------- * Suhas S. Patil Chairman Emeritus and Director October 25, 2000 /s/ D. James Guzy ------------------------- * D. James Guzy Director October 25, 2000 /s/ Dr. Harold J. Raveche ------------------------- * Dr. Harold J. Raveche Director October 25, 2000 /s/ Walden C. Rhines ------------------------- * Walden C. Rhines Director October 25, 2000 /s/ Robert H. Smith ------------------------- * Robert H. Smith Director October 25, 2000 /s/ Alfred S. Teo ------------------------- * Alfred S. Teo Director October 25, 2000
* This registration statement has been signed on behalf of the above officers and directors by David D. French, President, Chief Executive Officer and Director of the Company and Robert W. Fay as attorneys-in-fact pursuant to a power of attorney filed as Exhibit 24.1 to this registration statement. Dated: October 25, 2000 By: /s/ David D. French ---------------------- David D. French, Attorney-in-Fact By: /s/ Robert W. Fay -------------------- Robert W. Fay, Attorney-in-Fact 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-3 UNDER SECURITIES ACT OF 1933 CIRRUS LOGIC, INC. 3 EXHIBIT INDEX. Exhibit Number Exhibit ------------------ ------- 24.1 Power of Attorney. 4 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David D. French and Robert W. Fay, jointly and severally, his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign the documents listed below and any amendments to those documents, 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 said attorney-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, these Registration Statements have been signed by the following persons in the capacities indicated on October 18, 2000. Post Effective amendment to Registration Statement Number 333-23553 on Form S-3: To withdraw the registration statement for the shares issued to bondholders as the registration rights given in the agreement have expired Post Effective amendment to Registration Statement Number 333-86561 on Form S-3: To withdraw the registration statement for the shares issued to AudioLogic, Inc. shareholders as the registration rights given in the acquisition agreement have expired Post Effective amendment to Registration Statement Number 333-32964 on Form S-3: To withdraw the registration statement for the shares issued to IBM as the registration rights given in the restructuring agreement have expired Registration Statement on Form S-8: To file past amendments to the 1989 Employee Stock Purchase Plan with the Securities Exchange Commission Registration Statement on Form S-8: To increase the number shares authorized for issuance under the 1996 Stock Plan by 3,500,000
SIGNATURE TITLE --------------------- ----------------------------------------------- --------------------- Michael L. Hackworth Chairman of the Board and Director /s/ Suhas S. Patil --------------------- Suhas S. Patil Chairman Emeritus and Director /s/ David D. French --------------------- David D. French President, Chief Executive Officer and Director /s/ Walden C. Rhines --------------------- Walden C. Rhines Director /s/ Robert H. Smith --------------------- Robert H. Smith Director /s/ Alfred S. Teo --------------------- Alfred S. Teo Director /s/ D. James Guzy --------------------- D. James Guzy Director /s/ Harold J. Raveche --------------------- Harold J. Raveche Director
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