0000898430-01-503039.txt : 20011026 0000898430-01-503039.hdr.sgml : 20011026 ACCESSION NUMBER: 0000898430-01-503039 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011019 EFFECTIVENESS DATE: 20011019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MICRO CIRCUITS CORP CENTRAL INDEX KEY: 0000711065 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942586591 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71878 FILM NUMBER: 1762350 BUSINESS ADDRESS: STREET 1: 6290 SEQUENCE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194509333 MAIL ADDRESS: STREET 1: 6290 SEQUENCE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on October 19, 2001 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ APPLIED MICRO CIRCUITS CORPORATION (Exact Name of Registrant as Specified in its Charter) ------------------------ Delaware 94-2586591 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 6290 Sequence Drive San Diego, CA 92121 (858) 450-9333 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ------------------------ 1998 Employee Stock Purchase Plan (Full Title of the Plan) ------------------------ William E. Bendush Senior Vice President, Finance and Administration, and Chief Financial Officer APPLIED MICRO CIRCUITS CORPORATION 6290 Sequence Drive San Diego, CA 92121 (858) 450-9333 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ------------------------ Copies to: D. Bradley Peck, Esq. COOLEY GODWARD LLP 4401 Eastgate Mall San Diego, CA 92121 (858) 550-6000 ------------------------ CALCULATION OF REGISTRATION FEE
================================================================================================================================ Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Aggregate Amount of to be Registered Registered (1) Price per Share (2) Offering Price (2) Registration Fee -------------------------------------------------------------------------------------------------------------------------------- Common Stock (par value $.01) 8,000,000 shares $11.62 $92,960,000 $23,240 ================================================================================================================================
(1) This registration statement shall also cover any additional shares of Common Stock which shall become issuable under the 1998 Employee Stock Purchase Plan, as amended, by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act of 1933, as amended. The price per share and the aggregate offering price are calculated on the basis of $11.62, the average of the high and low sales prices of the Registrant's Common Stock on October 17, 2001, as reported on The Nasdaq National Market. INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 333-76767 The contents of Registration Statement on Form S-8 No. 333-76767 filed with the Securities and Exchange Commission on April 22, 1999 are incorporated by reference herein. EXHIBITS Exhibit Number Description ------- ----------- 5.1 Opinion of Cooley Godward LLP 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement 24.1 Power of Attorney is contained on the signature pages 99.1 1998 Employee Stock Purchase Plan, as amended(1) ------------- (1) Filed as Exhibit 10.24 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 23, 2001. 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 San Diego, State of California, on October 19, 2001. APPLIED MICRO CIRCUITS CORPORATION By: /s/ William E. Bendush ------------------------------------------------ William E. Bendush Senior Vice President, Finance and Administration, and Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David M. Rickey and William E. Bendush, and both or either of them, 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 post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other 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 in connection therewith, 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 either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ David M. Rickey Chairman of the Board of Directors October 19, 2001 -------------------------------------------- and Chief Executive Officer DAVID M. RICKEY (Principal Executive Officer) /s/ William E. Bendush Senior Vice President, Finance and October 19, 2001 -------------------------------------------- Administration, and Chief WILLIAM E. BENDUSH Financial Officer (Principal Financial and Accounting Officer) /s/ Douglas C. Spreng President, Chief Operating Officer October 19, 2001 -------------------------------------------- and Director DOUGLAS C. SPRENG
SIGNATURE TITLE DATE /s/ Roger A. Smullen, Sr. Vice Chairman of the Board of October 19, 2001 -------------------------------------------- Directors ROGER A. SMULLEN, SR. /s/ William K. Bowes, Jr. Director October 19, 2001 -------------------------------------------- WILLIAM K. BOWES, JR. /s/ Franklin P. Johnson, Jr. Director October 19, 2001 -------------------------------------------- FRANKLIN P. JOHNSON, JR. /s/ Wayne Price Director October 19, 2001 -------------------------------------------- WAYNE PRICE /s/ S. Atiq Raza Director October 19, 2001 -------------------------------------------- S. ATIQ RAZA /s/ Arthur B. Stabenow Director October 19, 2001 -------------------------------------------- ARTHUR B. STABENOW /s/ Harvey P. White Director October 19, 2001 -------------------------------------------- HARVEY P. WHITE
EXHIBIT INDEX Exhibit Number Description 5.1 Opinion of Cooley Godward LLP 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement 24.1 Power of Attorney is contained on the signature pages 99.1 1998 Employee Stock Purchase Plan, as amended(1) ----------------- (1) Filed as Exhibit 10.24 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 23, 2001. EX-5.1 3 dex51.txt OPINION OF COOLEY GODWARD EXHIBIT 5.1 October 19, 2001 Applied Micro Circuits Corporation 6290 Sequence Drive San Diego, CA 92121 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Applied Micro Circuits Corporation (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 8,000,000 shares of the Company's Common Stock, $.01 par value (the "Shares"), pursuant to its 1998 Employee Stock Purchase Plan, as amended (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP By: /s/ D. Bradley Peck ------------------------------------------ D. Bradley Peck EX-23.1 4 dex231.txt CONSENT OF E & Y EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1998 Employee Stock Purchase Plan, of our report dated April 20, 2001, with respect to the consolidated financial statements and schedule of Applied Micro Circuits Corporation, included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP San Diego, California October 17, 2001