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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cirrus Logic Inc | NASDAQ:CRUS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
2.57 | 2.99% | 88.48 | 81.50 | 100.00 | 88.88 | 86.6717 | 87.67 | 325,867 | 01:00:00 |
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
77-0024818
(I.R.S. Employer Identification No.)
|
|
800 W. 6
th
Street
Austin, TX 78701
(512) 851-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
|
Gregory S. Thomas
800 W. 6
th
Street
Austin, Texas 78701
(512) 851-4000
|
||
(Name, address, including zip code, and telephone number,
including area code, of agent for service) |
Title of securities
to be registered
|
Amount to be
registered (1)(2)
|
Proposed
maximum offering
price per unit (3)
|
Proposed
maximum aggregate
offering price (3)
|
Amount of
registration fee
|
Common stock, par value $0.001 per share (“Common Stock”)
|
6,300,000
|
$40.30
|
$253,890,000
|
$31,609.31
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Form S-8 Registration Statement (the “Registration Statement”) also covers any additional shares of Common Stock as may become issuable pursuant
|
(2)
|
Cirrus Logic, Inc. (the “Registrant”) is filing this Registration Statement to register an aggregate of 6,300,000 shares of Common Stock that may be delivered with respect to awards under the 2018 Plan, which shares consist of (a) 2,300,000 shares of Common Stock reserved and available for delivery with respect to awards under the 2018 Plan; (b) 2,907,170 shares of Common Stock that were originally reserved for issuance under the Cirrus Logic, Inc. 2006 Stock Incentive Plan but are now reserved and available for delivery with respect to awards under the 2018 Plan and (c) 1,092,830 shares of Common Stock that may again become available for delivery with respect to awards under the 2018 Plan pursuant to the share counting, share recycling and other terms and conditions of the 2018 Plan.
|
(3)
|
The proposed maximum offering price per share and proposed maximum aggregate offering price for the shares of Common Stock have been estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act based upon the average of the high and low prices for a share of Common Stock as reported on the Nasdaq Global Select Market on August 2, 2018.
|
(a)
|
The Registrant’s Annual Report on Form 10-K (File No. 001-17795) for its fiscal year ended March 31, 2018, filed with the Commission on May 30, 2018;
|
(b)
|
The Registrant’s Quarterly Report on Form 10-Q (File No. 001-17795) for the fiscal quarter ended June 30, 2018, filed with the Commission on August 1, 2018;
|
(c)
|
The Registrant’s Current Reports on Form 8-K (File No. 001-17795), filed with the Commission on August 1, 2018; 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.
|
•
|
for any breach of the director’s duty of loyalty to the Registrant or its stockholders;
|
•
|
for any act or omission not in good faith or that involve intentional misconduct or knowing violation of law;
|
•
|
under Section 174 of the DGCL regarding unlawful dividends and stock purchases; or
|
•
|
for any transaction from which the director derived an improper personal benefit.
|
Item 8.
|
Exhibits.
|
Number
|
|
Description
|
4.1
|
|
|
4.2
|
|
|
4.3*
|
|
|
4.4*
|
|
|
4.5*
|
|
|
4.6*
|
|
|
4.7*
|
|
|
4.8*
|
|
|
4.9*
|
|
|
4.10*
|
|
|
5.1*
|
|
|
23.1*
|
|
|
23.2*
|
|
Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).
|
24.1*
|
|
Powers of Attorney (included on the signature page hereof).
|
(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;
|
(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)
|
(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 such information in the Registration Statement;
|
(2)
|
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.
|
(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.
|
|
|
|
Name
|
|
Position
|
|
|
|
/s/ Jason P. Rhode
|
|
Director, President and Chief Executive Officer
(Principal Executive Officer)
|
Jason P. Rhode
|
|
|
/s/ Thurman K. Case
|
|
Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting Officer)
|
Thurman K. Case
|
|
|
/s/ John C. Carter
|
|
Director
|
John C. Carter
|
|
|
/s/ Alexander M. Davern
|
|
Director
|
Alexander M. Davern
|
|
|
/s/ Timothy R. Dehne
|
|
Director
|
Timothy R. Dehne
|
|
|
/s/ Christine King
|
|
Director
|
Christine King
|
|
|
/s/ Alan R. Schuele
|
|
Director
|
Alan R. Schuele
|
|
|
/s/ David J. Tupman
|
|
Director
|
David J. Tupman
|
|
|
1 Year Cirrus Logic Chart |
1 Month Cirrus Logic Chart |
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