Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on August 8, 2024

    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)

Delaware

77-0024818

State or other jurisdiction of incorporation or organization)

(I.R.S Employer Identification No.)

800 W. 6th Street

Austin,

TX

78701

(Address of Principal Executive Offices)

(Zip Code)

_________________

CIRRUS LOGIC, INC.

AMENDED AND RESTATED 2018 LONG TERM INCENTIVE PLAN

(Full title of the plan)

Gregory S. Thomas 800 W. 6th Street Austin, Texas 78701 [phone]
(Name and address, telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer			☑			Accelerated filer			☐
Non-accelerated filer			☐			Smaller Reporting Company			☐
						Emerging Growth Company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

---

EXPLANATORY NOTE

Registration of Additional Securities Pursuant to General Instruction E

This Registration Statement is being filed by Cirrus Logic, Inc. (the “Company” or the “Registrant”) to register an additional 2,670,000 shares of common stock, par value $0.001, of the Registrant (the “Common Stock”) for issuance under the Cirrus Logic, Inc. Amended and Restated 2018 Long Term Incentive Plan (the “Plan”), which was adopted by the Registrant’s Board of Directors on May 17, 2024 and approved by the Registrant’s stockholders on July 26, 2024. In accordance with General Instruction E to Form S-8, this Registration Statement incorporates by reference and makes a part hereof the contents of the Registration Statements on Form S-8 (File Nos. 333-226578, 333-245201 and 333-266519) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on August 3, 2018, August 12, 2020 and August 4, 2022, respectively, relating to the registration of offers and sales of shares of Common Stock under the Plan, to the extent not modified or superseded hereby or by any subsequently filed document incorporated by reference herein or therein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant is not filing with or including in this Form S-8 the information called for in Part I of Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission.

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 have been filed by the Registrant with the Commission and are incorporated by reference into this Registration Statement and will be deemed to be a part hereof:

a.The Registrant’s Annual Report on Form 10-K (File No. 001-17795) for its fiscal year ended March 30, 2024, filed with the Commission on May 24, 2024 (including information specifically incorporated therein by reference from the Definitive Proxy Statement on Schedule 14A for the 2024 Annual Meeting of Stockholders, filed on June 3, 2024);

b.The Registrant’s Quarterly Report on Form 10-Q (File No. 001-17795) for the fiscal quarter ended June 29, 2024, filed with the Commission on August 6, 2024;

c.The Registrant’s Current Reports on Form 8-K (File No. 001-17795), filed with the Commission on July 5, 2024 and July 29, 2024 (other than portions of these documents not deemed to be filed); and

d.The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-17795), originally filed with the Commission on June 16, 1997, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. 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 4. Description of Securities.

Not required to be filed with this Registration Statement.

2

---

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that, to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145. The Registrant provides liability insurance for its directors and officers which provides for coverage against loss from claims made against directors and officers in their capacity as such, including liabilities under the Securities Act.

Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not eliminate or limit the liability of a director or officer (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director or officer derived an improper personal benefit. Article VII of the Registrant’s Amended and Restated Certificate of Incorporation limits the liability of directors and officers to the fullest extent permitted by Section 102(b)(7).

Item 7. Exemption from Registration Claimed.

Not applicable.

3

---

Item 8. Exhibits.

Number						Description
4.1						Amended and Restated Certificate of Incorporation of Cirrus Logic, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on August 6, 2024).
4.2						Amended and Restated Bylaws of Cirrus Logic, Inc., (incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on March 8, 2023).
4.3						Amended and Restated Cirrus Logic, Inc. 2018 Long Term Incentive Plan (incorporated by reference to Exhibit 1 to the Registrant's Definitive Proxy Statement on Schedule 14A filed with the Commission on June 3, 2024).
5.1*						Opinion of DLA Piper L.L.P. as to the legality of the securities being registered.
23.1*						Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*						Consent of DLA Piper L.L.P. (contained in Exhibit 5.1 hereto).
24.1*						Powers of Attorney (included on the signature page hereof).
107*						Filing fee table

______________________

*Filed herewith.

4

---

Item 9. Undertakings.

1. The undersigned Registrant hereby undertakes:

(a) 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;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fees Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if 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 Exchange Act that are incorporated by reference in this Registration Statement;

(b) That, for the purpose of determining any liability under the Securities Act, 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; and

(c) 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.

2. 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 Exchange Act) 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.

3. 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 foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 and will be governed by the final adjudication of such issue.

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 Austin, State of Texas, on August 8, 2024.

CIRRUS LOGIC, INC.

By: /s/ Ulf Habermann

Ulf Habermann

Interim Chief Financial Officer and Principal Accounting Officer

---

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ulf Habermann as his or her true and lawful attorney-in-fact and agent, with full power of substitution for him or her and in his or her name, place and stead, in any and all capacities, and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorney and agent shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

[signatures on next page]

---

Pursuant to the requirements of the Securities Act, this Registration Statement and the above Power of Attorney have been signed below by the following persons in the capacities indicated on August 8, 2024.

 

Name						Position
/s/ John M. Forsyth						President and Chief Executive Officer (Principal Executive Officer)
John M. Forsyth
/s/ Ulf Habermann						Interim Chief Financial Officer and Principal Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
Ulf Habermann
/s/ Alexander M. Davern						Director
Alexander M. Davern
/s/ Raghib Hussain						Director
Raghib Hussain
/s/ Duy-Loan Le						Director
Duy-Loan Le
/s/ Catherine P. Lego						Director
Catherine P. Lego
/s/ William D. Mosley						Director
William D. Mosley
/s/ David J. Tupman						Director
David J. Tupman

Calculation of Filing Fee Tables

S-8

CIRRUS LOGIC, INC.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Common Stock, $0.001 par value per share ("Common Stock")	Other	2,670,000	$ 116.10	$ 309,987,000.00	0.0001476	$ 45,754.08
Total Offering Amounts:						$ 309,987,000.00		$ 45,754.08
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 45,754.08

Offering Note

1

Amount Registered represents Common Stock issuable under the Cirrus Logic, Inc. Amended and Restated 2018 Long Term Incentive Plan ("the Plan"). In addition, in accordance with Rule 416 under the Securities Act of 1933 (as amended, the "Securities Act"), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued under the Plan to prevent dilution from stock splits, stock dividends or similar transactions. Maximum Offering Price estimated solely for the purpose of calculating the registration fee pursuant to Rules 457 (c) and 457 (h) promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum offering price for shares reserved for future issuance under the Plan are based on the average of the high and the low price of our Common Stock as reported on the NASDAQ Global Select Market on August 2, 2024.

 Exhibit 5.1

			DLA Piper LLP (US)
			303 Colorado Street, Suite 3000
			Austin, Texas 78701
			www.dlapiper.com
			T 512.457.7000
			F 512.457.7001

August 8, 2024

Cirrus Logic, Inc.

800 W. 6th Street

Austin, Texas 78701

Re: Cirrus Logic, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as legal counsel for Cirrus Logic, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the issuance from time to time of up to 2,670,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to awards to be granted after the date hereof under the Company’s Amended and Restated 2018 Long Term Incentive Plan (the “Plan”). The 2,670,000 shares of Common Stock issuable under the Plan after the date hereof are hereinafter referred to as the “Shares.”

We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. The Company has represented to us, and we have also assumed, that the Company has reserved from its duly authorized capital stock a sufficient number of shares of Common Stock for issuance under the Plan. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified any factual matter relating to this opinion.

We express no opinion concerning any law other than the corporation laws of the State of Delaware and the federal law of the United States. As to matters of Delaware corporation law, we have based our opinion solely upon our examination of such laws and the rules and regulations of the authorities administering such laws, all as reported in standard, unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of Texas. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us and as of such date. In addition, in rendering this opinion, we assume no obligation to revise, update or supplement this opinion (i) should the present aforementioned laws be changed by legislative action, judicial decision or otherwise, or (ii) to reflect any facts or circumstances which may hereafter come to our attention.

On the basis of the foregoing, we are of the opinion that the Shares which may be issued under the Plan after the date hereof are duly authorized shares of the Company’s Common Stock and, when issued against receipt of the consideration therefore in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears in said Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Commission promulgated thereunder or Item 509 of Regulation S-K.

---

This opinion is given to you solely for use in connection with the issuance of the Shares in accordance with the Registration Statement and is not to be relied on for any other purpose. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Registration Statement.

Very truly yours,

/s/ DLA Piper LLP (US)

DLA Piper LLP (US)

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2018 Long Term Incentive Plan of Cirrus Logic, Inc. (as amended and restated on July 26, 2024) of our reports dated May 24, 2024, 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 30, 2024, filed with the Securities and Exchange Commission.

                                        

/s/ Ernst & Young LLP

Austin, Texas

August 8, 2024

Submission	Aug. 08, 2024
Submission [Line Items]
Central Index Key	0000772406
Registrant Name	CIRRUS LOGIC, INC.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Aug. 08, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, $0.001 par value per share ("Common Stock")
Amount Registered | shares	2,670,000
Proposed Maximum Offering Price per Unit	116.10
Maximum Aggregate Offering Price	$ 309,987,000.00
Fee Rate	0.01476%
Amount of Registration Fee	$ 45,754.08
Offering Note	Amount Registered represents Common Stock issuable under the Cirrus Logic, Inc. Amended and Restated 2018 Long Term Incentive Plan ("the Plan"). In addition, in accordance with Rule 416 under the Securities Act of 1933 (as amended, the "Securities Act"), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued under the Plan to prevent dilution from stock splits, stock dividends or similar transactions. Maximum Offering Price estimated solely for the purpose of calculating the registration fee pursuant to Rules 457 (c) and 457 (h) promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum offering price for shares reserved for future issuance under the Plan are based on the average of the high and the low price of our Common Stock as reported on the NASDAQ Global Select Market on August 2, 2024.

Fees Summary	Aug. 08, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 309,987,000.00
Total Fee Amount	45,754.08
Total Offset Amount	0.00
Net Fee	$ 45,754.08

---