s-8regstate.htm
As filed with the Securities and Exchange Commission on May 30,
2008
Registration
No.
333-
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
S-8
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REGISTRATION
STATEMENT
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Under
The
Securities Act of 1933
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LSI
CORPORATION
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(Exact
name of Registrant as specified in its charter)
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Delaware
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94-2712976
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification No.)
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1621
Barber Lane
Milpitas,
California 95035
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(Address
of principal executive offices, including zip code)
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LSI
Corporation 2003 Equity Incentive Plan
LSI
Corporation Employee Stock Purchase Plan
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(Full
title of the plans)
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Jean
F. Rankin, Esq.
Executive
Vice President, General Counsel and Secretary
LSI
CORPORATION
1110
American Parkway NE
Allentown,
Pennsylvania 18109
(610)
712-1000
(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
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Larry W. Sonsini, Esq.
Katharine A. Martin, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
650-493-9300
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 definitions of “large accelerated filer”, “accelerated filer”, and
“smaller reporting company” in Rule 12b-2 of the Exchange
Act:
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Large
accelerated filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company o
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(Do
not check if a smaller reporting
company)
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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 (2)
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Proposed
Maximum
Aggregate
Offering
Price (2)
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Amount
of
Registration
Fee (2)
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Common
Stock, par value $0.01: Reserved for future issuance under the LSI
Corporation 2003 Equity Incentive Plan
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44,690,524
shares
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$6.71
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$299,649,964.00
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$11,777.00
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Common
Stock, par value $0.01: Reserved for future issuance under the LSI
Corporation Employee Stock Purchase Plan
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13,677,805
shares
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$5.70
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$77,963,489.00
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$3,064.00
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Total:
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58,368,329
shares
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$377,613,453.00
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$14,841.00
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall also cover any
additional shares of Common Stock, par value $0.01, of LSI Corporation
(“Registrant Common Stock”) that become issuable under the LSI Corporation
2003 Equity Incentive Plan and the LSI Corporation Employee Stock Purchase
Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without receipt of consideration that
increases the number of outstanding shares of Registrant Common
Stock.
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(2)
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Estimated
solely for purposes of calculating the registration fee in accordance with
Rule 457(c) and Rule 457(h) under the Securities Act. For
shares of Registrant Common Stock to be issued pursuant to stock options,
stock appreciation rights and restricted stock units and as restricted
stock, the maximum aggregate offering price was computed based on the
basis of $6.71 per share, which was the average of the high and low prices
of the Registrant Common Stock as reported on the New York Stock Exchange
on May 23, 2008. For shares of Registrant Common Stock to be
issued pursuant to the Employee Stock Purchase Plan, the maximum aggregate
offering price was computed based on $5.70 per share (85% of $6.71, which
was the average of the high and low prices of the Registrant Common Stock
as reported on the New York Stock Exchange on May 23,
2008).
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(3)
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Each
share of the Registrant’s Common Stock includes a Series A Preferred Share
Purchase Right. No separate consideration will be received for
the rights, which initially will trade together with shares of Registrant
Common Stock.
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EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed for the purpose of registering
(i) an additional 44,690,524 shares of Registrant Common Stock to be issued as a
result of an increase in the number of shares issuable under the LSI Corporation
2003 Equity Incentive Plan (the “2003 Plan”) and (ii) an additional 13,677,805
shares of Registrant Common Stock to be issued as a result of an increase in the
number of shares issuable under the LSI Corporation Employee Stock Purchase Plan
(the “ESPP”).
LSI
Corporation previously filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 relating to the 2003 Plan on June 17, 2003
(File No. 333-106206) and a Registration Statement on Form S-8 relating to the
ESPP and the International Employee Stock Purchase Plan on August 11, 2006 (File
No. 333-136560) (collectively, the “Prior Registration
Statements”). Pursuant to General Instruction E of Form S-8, the
Prior Registration Statements are incorporated by reference into this
Registration Statement on Form S-8.
PART
I
INFORMATION REQUIRED IN
SECTION 10(a) PROSPECTUS
The
information called for in Part I of Form S-8 is not being filed with or included
in this Form S-8 (by incorporation by reference or otherwise) in accordance with
the rules and regulations of the Securities and Exchange
Commission.
PART
II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
following documents previously filed by LSI Corporation (the “Registrant”) with
the Securities and Exchange Commission are hereby incorporated by reference in
this Registration Statement:
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Annual
report on Form 10-K for the fiscal year ended December 31, 2007, filed
with the Securities and Exchange Commission on February 29,
2008;
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·
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Quarterly
report on Form 10-Q for the quarter ended March 30, 2008, filed with the
Securities and Exchange Commission on May 9,
2008;
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·
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Current
report on Form 8-K, filed with the Securities and Exchange Commission on
May 20, 2008;
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·
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Current
report on Form 8-K, filed with the Securities and Exchange Commission on
March 6, 2008;
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·
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Current
report on Form 8-K, filed with the Securities and Exchange Commission on
March 4, 2008;
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·
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Current
report on Form 8-K, filed with the Securities and Exchange Commission on
February 22, 2008;
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·
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Item
2.06 only of the Current report on Form 8-K, filed with the Securities and
Exchange Commission on January 23,
2008;
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·
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The
description of the Registrant’s common stock contained in its registration
statement on Form 8-A, filed with the Securities and Exchange
Commission on August 29, 1989 and any amendment or report filed with
the Securities and Exchange Commission for the purpose of updating such
description; and
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·
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The
description of the Registrant’s preferred share purchase rights contained
in its registration statement on Form 8-A/A, filed with the
Securities and Exchange Commission on December 12, 1998 and any
amendment or report filed with the Securities and Exchange Commission for
the purpose of updating such
description.
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All
reports and other documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after 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 which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part of this Registration Statement from the date
of the filing of such reports and documents.
The
documents incorporated by reference herein contain forward-looking statements
that involve risks and uncertainties. The Registrant’s actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to, the
risks identified in the respective documents incorporated by reference
herein.
Item
4. Description
of Securities.
Not
applicable.
Item
5. Interests
of Named Experts and Counsel.
The
validity of the securities registered hereby has been passed upon for the
Registrant by Wilson Sonsini Goodrich & Rosati, Professional Corporation
(“WSGR”), Palo Alto, California. Larry W. Sonsini, a member of WSGR and certain
partnership investment accounts of WSGR in which Mr. Sonsini is a participant
own an aggregate of 55,000 shares of Registrant Common Stock. These shares were
issued to applicable partnership investment accounts of WSGR upon the exercise
of options granted to Mr. Sonsini during his service as a member of the
Registrant’s board of directors. Upon exercise of such options, 10% of the
shares were issued to Mr. Sonsini and 90% of the shares were issued to the
applicable partnership investment accounts of WSGR.
Item
6. Indemnification
of Directors and Officers.
Section 145
of the General Corporation Law of the State of Delaware authorizes a court to
award or a corporation’s board of directors to grant indemnification to
directors and officers in terms that are sufficiently broad to permit
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933. Our certificate of incorporation contains a provision
eliminating the personal liability of its directors to the company or its
stockholders for breach of fiduciary duty as a director to the fullest extent
permitted by applicable law. Our bylaws provide for the mandatory
indemnification of our directors and officers to the maximum
extent
permitted
by Delaware law. In addition, our bylaws give us the power to indemnify our
employees and agents to the maximum extent permitted by Delaware
law.
We have
entered into agreements to indemnify our directors and executive
officers. These agreements provide for the circumstances under which
we will indemnify our directors and executive officers and pay their expenses if
they become involved in litigation as a result of their service with the
company. These agreements also provide a number of circumstances
under which we will not indemnify our directors or executive officers or pay
their expenses pursuant to the agreements. The benefits provided
under these agreements with our directors and executive officers are in addition
to the benefits provided by our bylaws.
Item
7. Exemption
From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Exhibit
Number
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Description
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4.1
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Amended
and Restated Preferred Shares Rights Agreement, dated as of November 20,
1998, between LSI Logic Corporation and BankBoston N.A. (incorporated by
reference to exhibits filed with the Registrant’s Report on Form 8-A/A
filed on December 8, 1998).
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4.2
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Amendment
No. 1 to Amended and Restated Preferred Shares Rights Agreement, dated as
of February 19, 1999, between LSI Logic Corporation and BankBoston N.A.
(incorporated by reference to exhibits filed with the Registrant’s Report
on Form 8-A/A filed on June 17, 2003).
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4.3
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Amendment
to Amended and Restated Preferred Shares Rights Agreement, dated as of
August 16, 2001, by and among LSI Logic Corporation, Fleet bank f/k/a
BankBoston N.A. and EquiServe Trust Company, N.A. (incorporated by
reference to exhibits filed with the Registrant’s Report on Form 8-A/A
filed on June 17, 2003).
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5.1
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Opinion
of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to
the legality of securities being registered.
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
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24.1
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Power
of Attorney (included on the signature page of this Registration
Statement).
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Item
9. Undertakings.
(a) 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. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective 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 the
information in the Registration Statement;
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration
statement is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by 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.
(4) That,
for the purpose of determining liability of the Registrant under the Securities
Act to any purchaser in the initial distribution of the securities, the
Registrant undertakes that in a primary offering of securities of the Registrant
pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the
Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser: (i) any preliminary prospectus or
prospectus of the Registrant relating to the offering required to be filed
pursuant to Rule 424; (ii) any free writing prospectus relating to the offering
prepared by or on behalf of the Registrant or used or referred to by the
Registrant; (iii) the portion of any other free writing prospectus relating to
the offering containing material information about the Registrant or its
securities provided by or on behalf of the Registrant; and (iv) any other
communication that is an offer in the offering made by the Registrant to the
purchaser.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (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
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 of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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-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 May 30, 2008.
LSI CORPORATION
Name: Bryon
Look
Title:
Executive Vice President and
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Abhijit Y. Talwalkar and Bryon Look, and each of them,
his true and lawful attorneys-in-fact and agents 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 post-effective amendments)
to this registration statement and to file the same with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be executed in counterparts.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/ Abhijit Y. Talwalkar
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President
and Chief Executive Officer and Director
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MMay
30, 2008
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Abhijit
Y. Talwalkar
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(Principal
Executive Officer)
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/s/ Bryon Look
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Executive
Vice President and Chief Financial Officer
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MMay
30, 2008
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Bryon
Look
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(Principal
Financial Officer and Principal Accounting Officer)
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/s/ Timothy Y. Chen
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Director
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MMay
30, 2008
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Timothy
Y. Chen
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/s/ Charles A. Haggerty
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Director
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MMay
30, 2008
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Charles
A. Haggerty
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/s/ Richard S. Hill
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Director
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MMay
30, 2008
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Richard
S. Hill
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/s/ John H.F. Miner
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Director
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MMay
30, 2008
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John
H.F. Miner
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/s/ Michael J. Mancuso
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Director
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MMay
30, 2008
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Michael
J. Mancuso
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/s/ Arun Netravali
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Director
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MMay
30, 2008
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Arun
Netravali
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/s/ Matthew J. O’Rourke
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Director
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MMay
30, 2008
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Matthew
J. O’Rourke
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/s/ Gregorio Reyes
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Director
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MMay
30, 2008
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Gregorio
Reyes
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EXHIBIT
INDEX
Exhibit
Number
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Description
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4.1
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Amended
and Restated Preferred Shares Rights Agreement, dated as of November 20,
1998, between LSI Logic Corporation and BankBoston N.A. (incorporated by
reference to exhibits filed with the Registrant’s Report on Form 8-A/A
filed on December 8, 1998).
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4.2
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Amendment
No. 1 to Amended and Restated Preferred Shares Rights Agreement, dated as
of February 19, 1999, between LSI Logic Corporation and BankBoston N.A.
(incorporated by reference to exhibits filed with the Registrant’s Report
on Form 8-A/A filed on June 17, 2003).
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4.3
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Amendment
to Amended and Restated Preferred Shares Rights Agreement, dated as of
August 16, 2001, by and among LSI Logic Corporation, Fleet bank f/k/a
BankBoston N.A. and EquiServe Trust Company, N.A. (incorporated by
reference to exhibits filed with the Registrant’s Report on Form 8-A/A
filed on June 17, 2003).
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5.1
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Opinion
of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to
the legality of securities being registered.
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
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24.1
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Power
of Attorney (included on the signature page of this Registration
Statement).
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EXHIBIT
5.1
[WILSON
SONSINI GOODRICH & ROSATI,
PROFESSIONAL
CORPORATION LETTERHEAD]
May 29,
2008
LSI
Corporation
1621
Barber Lane
Milpitas,
California 95025
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Re:
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Registration
Statement on Form S-8
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Ladies
and Gentlemen:
We have examined the Registration
Statement on Form S-8 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 (the “Securities
Act”), of an aggregate of up to 58,368,329 shares (the “Shares”) of your common
stock for issuance under the LSI Corporation 2003 Equity Incentive Plan and the
LSI Corporation Employee Stock Purchase Plan (collectively, the
“Plans”).
As your
legal counsel, we have examined the proceedings taken and proposed to be taken
by you in connection with the issuance, sale and payment of consideration for
the Shares to be issued under the Plans. It is our opinion that, when
issued in the manner referred to in and pursuant to the Plans and pursuant to
the agreements which accompany the Plans, the Shares will be legally and validly
issued, fully paid and nonassessable.
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 and any amendments thereto.
Very truly
yours,
WILSON
SONSINI GOODRICH & ROSATI
Professional
Corporation
/s/
Wilson Sonsini Goodrich & Rosati
EXHIBIT
23.1
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in this Registration Statement on Form
S-8 of our report dated February 29, 2008 relating to the financial statements,
financial statement schedule and the effectiveness of internal control over
financial reporting, which appears in LSI Corporation's Annual Report on Form
10-K for the year ended December 31, 2007.
/s/
PricewaterhouseCoopers, LLP
PricewaterhouseCoopers,
LLP
San Jose,
California
May 30,
2008