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As filed with the Securities and Exchange Commission on June 11, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)
of the Securities Exchange Act of 1934
(Amendment No. 5)
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C-CUBE MICROSYSTEMS INC.
(Name of Subject Company--Issuer)
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CLOVER ACQUISITION CORP.,
a wholly owned subsidiary of LSI Logic Corporation
LSI LOGIC CORPORATION
(Name of Filing Persons--Offeror)
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COMMON STOCK,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
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1250INI108
(CUSIP Number of Class of Securities)
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DAVID G. PURSEL, ESQ.
LSI LOGIC CORPORATION
1551 MCCARTHY BOULEVARD
MILPITAS, CALIFORNIA 95035
TELEPHONE: (408) 433-8000
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of
Filing Persons)
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Copies to:
RICHARD E. CLIMAN, ESQ.
KEITH A. FLAUM, ESQ.
JAIMEE R. KING, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
TELEPHONE: (650) 843-5000
[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE The COMMENCEMENT OF A TENDER OFFER.
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH
THE STATEMENT RELATES:
[X] Third-party tender offer subject to Rule 14d-1.
[ ] Issuer tender offer subject to Rule 13e-4.
[ ] Going-private transaction subject to Rule 13e-3.
[ ] Amendment to Schedule 13D under Rule 13d-2.
[X] CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE
RESULTS OF THE TENDER OFFER.
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This final Amendment to the Tender Offer Statement on Schedule TO (this
"Schedule TO") relates to the expiration of a subsequent offering period (the
"Subsequent Offering Period") in connection with an offer by LSI Logic
Corporation, a Delaware corporation ("LSI Logic"), through its wholly owned
subsidiary, Clover Acquisition Corp., a Delaware corporation ("Purchaser"), to
exchange outstanding shares of common stock, par value $0.001 per share (C-Cube
Common Stock), of C-Cube Microsystems Inc., a Delaware corporation ("C-Cube"),
for shares of common stock, par value $0.01 per share, of LSI Logic ("LSI Logic
Common Stock"), based on the exchange ratio described in the Prospectus
referenced below (the "Offer"), and the subsequent merger of Purchaser into
C-Cube (the "Merger").
The Offer was made pursuant to an Agreement and Plan of Reorganization,
dated as of March 26, 2001, among LSI Logic, Purchaser and C-Cube (the
"Reorganization Agreement"), which contemplates the Offer and the Merger. LSI
Logic has filed a registration statement with the Securities and Exchange
Commission on Form S-4, as amended (No. 333-58862), relating to the shares of
LSI Logic Common Stock to be issued to stockholders of C-Cube in the Offer and
the Merger (the "Registration Statement"). The terms and conditions of the Offer
and the Merger are described in the Prospectus which is a part of the
Registration Statement (the "Prospectus"), and the related Letter of
Transmittal, which have been filed as Exhibits (a)(1) and (a)(2) to the Schedule
TO filed by LSI Logic with the Securities and Exchange Commission on April 13,
2001. The initial expiration date of the Offer occurred at midnight, New York
time, on Thursday, May 10, 2001. After the initial expiration date of the Offer,
LSI Logic commenced the Subsequent Offering Period which began at 9 a.m., New
York time, on Friday, May 11, 2001, and expired at midnight, New York time, on
Friday, June 8, 2001.
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other amendment thereto related to
the Offer hereafter filed with the Securities and Exchange Commission by LSI
Logic and Purchaser, is hereby incorporated by reference in answer to Items 2
through 11 of this Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented as follows:
On June 11, 2001, LSI Logic issued a press release. The press release is
contained in Exhibit (a)(10) of this Schedule TO and the information set forth
in the press release is incorporated herein by reference.
ITEM 12. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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(a)(10) Text of press release issued by LSI Logic, dated June 11, 2001
(incorporated by reference to the filing pursuant to Rule 425 under the
Securities Act of 1933, by LSI Logic on June 11, 2001).
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 11, 2001
LSI LOGIC CORPORATION
By: /s/ David G. Pursel
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Name: David Pursel
Title: Vice President, General Counsel
and Secretary
CLOVER ACQUISITION CORP.
By: /s/ Bryon Look
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Name: Bryon Look
Title: President and Chief Financial
Officer
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SCHEDULE TO
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(10) Text of press release issued by LSI Logic, dated June 11, 2001
(incorporated by reference to the filing pursuant to Rule 425 under the
Securities Act of 1933, by LSI Logic on June 11, 2001).