As filed with the Securities and Exchange Commission on December 16, 2015
Registration No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CIRRUS LOGIC, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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77-0024818 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
800 W. 6th Street
Austin, Texas 78701
(Address of principal executive offices, including zip code)
CIRRUS LOGIC, INC. 2006 STOCK INCENTIVE PLAN
(Amended and Restated as of May 26, 2015)
(Full title of the plan)
Scott Thomas
800 W. 6th Street
Austin, Texas 78701
(512) 851-4000
(Name,
address and telephone number of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended (the Exchange Act).
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Large Accelerated filer þ |
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Accelerated filer ¨ |
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Non-accelerated filer ¨ |
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Smaller Reporting Company ¨ |
(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
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Amount to be registered(1) |
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Proposed maximum offering price per share |
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Proposed maximum aggregate offering price |
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Amount of registration fee |
Common Stock, $0.001 par value per share (Common Stock) |
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6,125,000 shares |
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$ 32.82 (2) |
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$ 200,991,875 (2) |
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$20,239.88 |
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), there are also being registered such additional shares of Common Stock as may become issuable pursuant to the
adjustment provisions of the Cirrus Logic, Inc. 2006 Stock Incentive Plan, amended and restated as of May 26, 2015 (the Plan). |
(2) |
Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act. The price for the 6,125,000 shares of Common Stock being registered hereby is based
on a price of $32.82, which is the average of the high and low trading prices per share of Common Stock of Cirrus Logic, Inc. (the Company or the Registrant) as reported on the Nasdaq Global Select Market on December 14,
2015. |
EXPLANATORY NOTE
On August 1, 2006, the Registrant filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the
Commission) to register 17,000,000 shares of Common Stock for issuance pursuant to the Plan. The Registrant filed a second Registration Statement on Form S-8 with the Commission on December 15, 2014 to register an additional
5,000,000 shares of Common Stock for issuance under the Plan. This Registration Statement registers an additional 6,125,000 additional shares of Common Stock for issuance under the Plan. Accordingly and pursuant to General Instruction E to Form S-8,
the contents of the Registration Statement on Form S-8 filed on August 1, 2006 (File No. 333- 136219) and the contents of the Registration Statement on Form S-8 filed on December 15, 2014 (File No. 333-200968) are incorporated by
reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents,
which previously have been filed by the Registrant with the Commission, are incorporated herein by reference and made a part hereof:
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The Registrants Annual Report on Form 10-K filed on May 27, 2015 (for the year ended March 28, 2015); |
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The Registrants Quarterly Reports on Form 10-Q filed on July 22, 2015 (for the quarter ending June 27, 2015) and October 28, 2015 (for the quarter ending September 26, 2015); |
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The Registrants Current Reports on Form 8-K filed on April 28, 2015 (solely with respect to Item 9.01); June 26, 2015; July 22, 2015 (solely with respect to
Item 9.01); August 3, 2015; September 25, 2015 and October 28, 2015 (solely with respect to Items 5.02, 8.01 and 9.01); |
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The description of the Registrants Common Stock contained in the Registrants Registration Statement on Form 8-A, originally filed with the Commission on June 16, 1997, including any amendment or report
filed for the purpose of updating such description. |
Except to the extent that information is deemed furnished and not filed
pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such
documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 8. Exhibits.
The Registrant has filed the exhibits listed on the accompanying Exhibit List filed with this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Austin, the State of Texas, on December 16, 2015.
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CIRRUS LOGIC, INC. |
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By: |
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/s/ Thurman K. Case |
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Name: Thurman K. Case |
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Title: Vice President, Chief Financial Officer and Principal Accounting Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below authorizes and appoints
Thurman K. Case as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities to sign any and all amendments (including pre- and
post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with
the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities
indicated on December 16, 2015. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
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Signature |
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Title |
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/s/ Jason P. Rhode
Jason P. Rhode |
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President, Chief Executive Officer and Director (Principal Executive Officer) |
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/s/ Thurman K. Case
Thurman K. Case |
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Vice President, Chief Financial Officer and Principal Accounting Officer (Principal Financial and Accounting Officer) |
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/s/ John C. Carter
John C. Carter |
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Director |
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/s/ Alex Davern
Alex Davern |
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Director |
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/s/ Timothy R. Dehne
Timothy R. Dehne |
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Director |
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/s/ Christine King
Christine King |
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Director
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/s/ Alan R. Schuele
Alan R. Schuele |
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Director |
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/s/ William D. Sherman
William D. Sherman |
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Director |
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/s/ David J. Tupman
David J. Tupman |
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Director |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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4.1 |
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Certificate of Incorporation of Registrant, filed with the Delaware Secretary of State on August 26, 1998 (incorporated by reference to Registrants Report on Form 10-K for the fiscal year ended March 31, 2001, filed with the
SEC on June 22, 2001). |
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4.2 |
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Amended and Restated Bylaws of Registrant (incorporated by reference to Registrants Report on Form 8-K filed with the Commission on September 20, 2013). |
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Cirrus Logic, Inc. 2006 Stock Incentive Plan, amended and restated as of May 26, 2015 (incorporated by reference to Exhibit A to the Registrants Definitive Proxy Statement on Schedule 14A filed with the Commission on May 2,
2015). |
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5.1* |
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Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. |
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23.1* |
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Consent of Ernst & Young LLP. |
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23.2* |
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1). |
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24.1* |
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Powers of Attorney (included on the signature page of this Registration Statement). |
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EXHIBIT 5.1
December 16, 2015
Cirrus Logic, Inc.
800 W. 6th Street
Austin, Texas 78701
Ladies and Gentlemen:
We have acted as counsel for Cirrus Logic, Inc., a Delaware corporation (the Company), in connection with the
Companys registration under the Securities Act of 1933, as amended (the Act), of the offer and sale of an aggregate of up to 6,125,000 shares of the Companys common stock, par value $0.001 per share (the Shares),
pursuant to the Companys registration statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission (the Commission) on December 16, 2015, which Shares may be issued
from time to time in accordance with the terms of the Cirrus Logic, Inc. 2006 Stock Incentive Plan, as amended from time to time (the Plan).
In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise
identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement,
(ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any
facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of
the Company.
We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all
signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic
original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the
Plan.
Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as
applicable, which govern the awards to which any Share relates, will be validly issued, fully paid and non-assessable.
This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to
any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any
obligation to update this letter or advise you of any change in any matter after the date hereof.
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Page
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This opinion letter may be filed as an exhibit to the Registration Statement.
In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.
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Very truly yours, |
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/s/ Vinson & Elkins L.L.P. |
Vinson & Elkins L.L.P. |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-XXXX) pertaining to the 2006 Stock Incentive Plan, amended
and restated as of May 26, 2015, of Cirrus Logic, Inc. of our reports dated May 27, 2015, with respect to the consolidated financial statements of Cirrus Logic, Inc., and the effectiveness of internal control over financial reporting of
Cirrus Logic, Inc. included in its Annual Report (Form 10-K) for the fiscal year ended March 28, 2015, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Austin, Texas
December 16, 2015
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