0000898430-01-503220.txt : 20011106
0000898430-01-503220.hdr.sgml : 20011106
ACCESSION NUMBER: 0000898430-01-503220
CONFORMED SUBMISSION TYPE: SC TO-I/A
PUBLIC DOCUMENT COUNT: 8
FILED AS OF DATE: 20011101
SUBJECT COMPANY:
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: SC TO-I/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-53429
FILM NUMBER: 1773297
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
FILED BY:
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: SC TO-I/A
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
SC TO-I/A
1
dsctoia.txt
AMENDMENT NO. 1 TO SCHEDULE TO-I
As filed with the Securities and Exchange Commission on November 1, 2001
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
--------------------
Applied Micro Circuits Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
--------------------
Options to purchase Common Stock, par value $.01 per share,
with an exercise price equal to or greater than $20.00 per share
(Title of Class of Securities)
--------------------
03822W 10 9
(CUSIP Number of Class of Securities (Underlying Common Stock))
--------------------
William E. Bendush
Senior Vice President, Finance and Administration,
and Chief Financial Officer
Applied Micro Circuits Corporation
6290 Sequence Drive
San Diego, California 92121
(858) 450-9333
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
Copy to:
D. Bradley Peck, Esq.
Cooley Godward LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
Transaction Valuation/(1)/ Amount of Filing Fee/(2)/
$231,179,256.97 $46,235.85
--------------------------------------------------------------------------------
/(1)/ Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 39,265,129 shares of common stock of
Applied Micro Circuits Corporation outstanding as of October 15, 2001 and
having an aggregate value of $231,179,256.97 will be surrendered for
cancellation pursuant to this offer. The aggregate value of such options
was calculated based on the Black-Scholes option pricing model.
/(2)/ The amount of the filing fee, calculated in accordance with Rule 0-11(b)
of the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the value of the transaction.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid: $ 46,235.85 Filing party: Applied Micro Circuits
Corporation
Form or Registration No.: 5-53429 Date filed: October 29, 2001
[_] 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:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
Introductory Statement.
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule") filed with the Securities and Exchange Commission
on October 29, 2001, relating to an offer by Applied Micro Circuits Corporation,
a Delaware corporation (the "Company") to exchange certain options to purchase
shares of the Company's common stock, par value $.01 per share, on the terms and
subject to the conditions set forth in the Offer to Exchange Outstanding Options
to Purchase Common Stock dated October 29, 2001, as supplemented.
2
Item 12. Exhibits.
Item 12 of the Schedule is hereby amended and restated as follows:
(a)(1)(A) Offer to Exchange Outstanding Options to Purchase Common Stock, dated
October 29, 2001.*
(a)(1)(B) Election Form.
(a)(1)(C) Notice of Withdrawal.
(a)(1)(D) Confirmation of Receipt of Election Form.
(a)(1)(E) Confirmation of Receipt of Notice of Withdrawal.
(a)(1)(F) E-Mail Reminder of Expiration Date.
(a)(1)(G) E-Mail dated October 29, 2001 from Stock Administration to holders
of Eligible Option Grants.*
(a)(1)(H) Transcript of presentation regarding Stock Option Exchange Program
made available for download by holders of Eligible Option Grants.*
(a)(1)(I) Presentation materials regarding Stock Option Exchange Program made
available for download by holders of Eligible Option Grants.*
(a)(1)(J) First Supplement to Offer to Exchange Outstanding Options to Purchase
Common Stock.
(a)(1)(K) E-Mail Notification of Extension of Expiration Time.
(b) Not applicable.
(d)(1) Applied Micro Circuits Corporation 1992 Stock Option Plan, as amended,
and form of Stock Option Agreement.*
(d)(2) Applied Micro Circuits Corporation 1997 Directors' Stock Option Plan
and form of Stock Option Agreement. Filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended March
31, 2001, originally filed on May 23, 2001, and incorporated herein by
reference.
(d)(3) Applied Micro Circuits Corporation 1998 Stock Incentive Plan, as
amended, and form of Stock Option Agreement.*
(d)(4) Applied Micro Circuits Corporation 2000 Equity Incentive Plan, as
amended, and form of Stock Option Agreement.*
(d)(5) MMC Networks, Inc. 1997 Stock Plan and form of Stock Option Agreement.
Filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 2001, originally filed on May 23,
2001, and incorporated herein by reference.
(d)(6) YuniNetworks, Inc. 1999 Equity Incentive Plan and form of Stock
Option Agreement. Filed as an exhibit to the Company's Registration
Statement on Form S-8 (Registration No. 333-41572), originally filed
on July 17, 2000, and incorporated herein by reference.
(d)(7) SiLutia, Inc. 1999 Stock Option Plan and form of Stock Option
Agreement. Filed as an exhibit to the Company's Registration Statement
on Form S-8 (Registration No. 333-46584), originally filed on
September 26, 2000, and incorporated herein by reference.
4
(g) Not applicable.
(h) Not applicable.
* Previously filed.
5
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 1 is true, complete and correct.
APPLIED MICRO CIRCUITS CORPORATION
By: /s/ Stephen M. Smith
----------------------------------------------
Stephen M. Smith
Vice President and Controller
Date: November 1, 2001
6
INDEX TO EXHIBITS
Exhibit
Number Description
(a) (1) (A) Offer to Exchange Outstanding Options to Purchase Common Stock,
dated October 29, 2001.*
(a) (1) (B) Election Form.
(a) (1) (C) Notice of Withdrawal.
(a) (1) (D) Confirmation of Receipt of Election Form.
(a) (1) (E) Confirmation of Receipt of Notice of Withdrawal.
(a) (1) (F) E-Mail Reminder of Expiration Date.
(a) (1) (G) E-Mail dated October 29, 2001 from Stock Administration to
holders of Eligible Option Grants.*
(a) (1) (H) Transcript of presentation regarding Stock Option Exchange
Program made available for download by holders of Eligible
Option Grants.*
(a) (1) (I) Presentation materials regarding Stock Option Exchange Program
made available for download by holders of Eligible Option
Grants.*
(a) (1) (J) First Supplement to Offer to Exchange Outstanding Options to
Purchase Common Stock.
(a) (1) (K) E-Mail Notification of Extension of Expiration Time.
(d) (1) Applied Micro Circuits Corporation 1992 Stock Option Plan, as
amended, and form of Stock Option Agreement.*
(d) (2) Applied Micro Circuits Corporation 1997 Directors' Stock Option
Plan and form of Stock Option Agreement. Filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2001, originally filed on May 23, 2001, and
incorporated herein by reference.
(d) (3) Applied Micro Circuits Corporation 1998 Stock Incentive Plan, as
amended, and form of Stock Option Agreement.*
(d) (4) Applied Micro Circuits Corporation 2000 Equity Incentive Plan,
as amended, and form of Stock Option Agreement.*
(d) (5) MMC Networks, Inc. 1997 Stock Plan and form of Stock Option
Agreement. Filed as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 2001, originally
filed on May 23, 2001, and incorporated herein by reference.
(d) (6) YuniNetworks, Inc. 1999 Equity Incentive Plan and form of Stock
Option Agreement. Filed as an exhibit to the Company's
Registration Statement on Form S-8 (Registration No. 333-41572),
originally filed on July 17, 2000, and incorporated herein by
reference.
(d) (7) SiLutia, Inc. 1999 Stock Option Plan and form of Stock
Option Agreement. Filed as an exhibit to the Company's
Registration Statement on Form S-8 (Registration No. 333-46584),
originally filed on September 26, 2000, and incorporated herein
by reference.
* Previously filed.
EX-99.A.1.B
3
dex99a1b.txt
FORM OF ELECTION FORM
EXHIBIT (a)(1)(B)
APPLIED MICRO CIRCUITS CORPORATION
OFFER TO EXCHANGE OUTSTANDING OPTIONS
ELECTION FORM
I have received Applied Micro Circuits Corporation's Offer to Exchange
Outstanding Options to Purchase Common Stock dated October 29, 2001 (the
"Offer"), made available to holders of options to purchase Common Stock of
Applied Micro Circuits Corporation (the "Company" or "AMCC"), granted under its
Company Option Plans. Defined terms not explicitly defined herein shall have the
same definitions as in the Offer.
Pursuant to the terms of the Offer, I elect to have one or more Eligible
Option Grants held by me, as specified below, cancelled in exchange for a right
to receive Replacement Options. I hereby agree that, unless I withdraw or change
my election before 12:00 midnight Pacific Standard Time on November 27, 2001 (or
a later Expiration Date if AMCC extends the Offer), my election will be
irrevocable, and, if accepted by AMCC, such surrendered Eligible Option Grants
will be cancelled in their entirety on November 27, 2001 (or a later Expiration
Date if AMCC extends the Offer). I understand that, subject to my continuous
employment as more fully described in the Offer, I will have the right to
receive a Replacement Option, to be granted on May 28, 2002, or a later date if
the Expiration Date of the Offer is extended.
I hereby elect to cancel, upon the terms and conditions stated in the
Offer, the following Eligible Option Grant(s) (To view a list of all your
outstanding options, you can access your Salomon Smith Barney stock option
account at http://www.benefitaccess.com/ or contact AMCC Stock
---------------------
Administration and request a Personnel Option Status Report):
------------------------------------------------------------------------------------------------
Number of Option Shares
Option Number Option Grant Date Exercise Price Outstanding
------------------------------------------------------------------------------------------------
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|_| I have attached an additional sheet listing my name and any additional
Eligible Option Grant(s) I wish to cancel.
|_| This Election Form is being submitted to replace a previously submitted
Election Form or Notice of Withdrawal.
I understand that by electing to participate in the Offer, any Eligible
Option Grant(s) granted to me on or after April 29, 2001 will automatically be
surrendered for cancellation under the Offer even if such options are not listed
above. I acknowledge that I will have no right to exercise all or any part of
the cancelled Eligible Option Grant(s) after the date of this election (unless I
withdraw or change this election), and that such options will be cancelled as of
November 27, 2001 (or a later Expiration Date if AMCC extends the Offer).
I further acknowledge and agree that neither the ability to participate in
the Offer nor actual participation in the Offer shall be construed as a right to
continued employment with AMCC. I agree that AMCC has made no representations or
warranties to me regarding this Offer or the future pricing of AMCC's stock, and
that my participation in this Offer is at my own discretion.
----------------------------------- ----------------------------------------
Optionee Signature Government ID (ie Social Security #,
Social Insurance #, etc.)
----------------------------------- ----------------------------------------
Optionee Name (Please print) E-mail Address Date and Time
RETURN THIS ELECTION FORM TO AMCC STOCK ADMINISTRATION NO LATER THAN 12:00
MIDNIGHT, PACIFIC STANDARD TIME, ON NOVEMBER 27, 2001 VIA HAND DELIVERY,
INTEROFFICE MAIL OR FACSIMILE TO (858) 535-3502.
AMCC STOCK ADMINISTRATION WILL SEND YOU AN EMAIL CONFIRMATION WITHIN 3 BUSINESS
DAYS OF RECEIPT.
INSTRUCTIONS TO THE ELECTION FORM
1. Delivery of Election Form. A properly completed and executed original of
this Election Form (or a facsimile of it) must be delivered to AMCC Stock
Administration at 6290 Sequence Drive, San Diego, CA 92121, via hand delivery,
interoffice mail or facsimile to (858) 535-3502, on or before 12:00 midnight
Pacific Standard Time on November 27, 2001 (the Expiration Date).
The method by which you deliver any required documents is at your option
and risk, and the delivery will be deemed made only when actually received by
the Company. You should allow sufficient time to ensure timely delivery.
2. Withdrawal. You may withdraw this Election Form at any time before the
Expiration Date. If the Company extends the Offer beyond that time, you may
withdraw at any time until the extended Expiration Date. To withdraw you must
deliver a signed and dated Notice of Withdrawal to AMCC Stock Administration in
accordance with the instructions to the Notice of Withdrawal. You may not
rescind your election to withdraw and any attempt to do so will thereafter be
deemed not properly made for purposes of the Offer; you may, however, complete
and deliver a new Election Form following the procedures described in these
Instructions in order to elect to participate in the Offer. Upon the receipt of
such a new, properly filled out, signed and dated Election Form, any previously
delivered Election Form or Notice of Withdrawal from the Offer will be
disregarded and will be considered replaced in full by the new Election Form.
3. Change of Election. As noted in the Offer to Exchange, you may select
individual Eligible Option Grants to be exchanged for Replacement Options. You
do not have to exchange all your Eligible Option Grants, but for each Eligible
Option Grant you do choose to exchange, you must cancel the entire outstanding,
unexercised portion, as well as any other options issued on or after April 29,
2001. You may change your mind about which Eligible Option Grants you would like
to exchange at any time before the Expiration Date. If the Company extends the
Offer beyond that time, you may change your election regarding particular
Eligible Option Grants you elected to exchange at any time until the extended
Expiration Date. To change your election regarding any particular Eligible
Option Grants you previously elected to exchange while continuing to elect to
participate in the Offer, you must deliver a signed and dated new Election Form,
with the required information, following the procedures described in these
Instructions. You must indicate on the new Election Form that it replaces a
previously submitted Election Form in the check box provided on the form. Upon
the receipt of such a new, properly filled out, signed and dated Election Form,
any previously submitted Election Form will be disregarded and will be
considered replaced in full by the new Election Form. The Company will not
accept any alternative, conditional or contingent exchanges. Although it is our
intent to send you a confirmation of receipt of this Election Form, by signing
this Election Form (or a facsimile of it), you waive any right to receive any
notice of the receipt of the election to exchange your options, except as
provided in the Offer to Exchange. Any confirmation of receipt sent to you will
merely be a notification that we have received your Election Form and does not
mean that your Eligible Option Grants have been cancelled. Your Eligible Option
Grants that are accepted for exchange will not be cancelled until the Expiration
Date.
4. Inadequate Space. If the space provided in this Election Form is
inadequate, the information requested by the table on this Election Form
regarding the options to be tendered should be provided on a separate schedule
attached to this Election Form. You must print your name on, and sign, any
attached schedules. Any attached schedules should be delivered with this
Election Form, and will thereby be considered part of this Election Form.
5. Exchange of Eligible Options. If you intend to exchange Eligible Option
Grants through the Offer, you must complete the table on this Election Form by
providing the option grant number, option grant date, exercise price, and the
total number of option shares outstanding for each Eligible Option Grant that
you intend to cancel and exchange for a Replacement Option Grant. The
information needed to complete this table is available by accessing your Salomon
Smith Barney stock option account at http://www.benefitaccess.com/. Once you've
-----------------------------
accessed your stock option account, you will need to view an option summary and
click on the "details" button next to each option in order to see your option
grant number. If you experience problems accessing your account, contact a
Salomon Smith Barney representative at (800) 503-2813. You can also obtain this
information by requesting a Personnel Option Status Report from AMCC Stock
Administration at mailto:stockadm@amcc.com. The Company will not accept partial
------------------------
exchanges of individual Eligible Option Grants. Accordingly, you may exchange
all or none of the shares outstanding pursuant to each Eligible Option Grant.
Also, if you intend to exchange any of the Eligible
Option Grants that were granted to you, then you must exchange all options
granted to you during the six-month period prior to the Communication Date.
Therefore, if you participate, all options granted to you since April 29, 2001
will be cancelled.
6. Other Information on This Election Form. In addition to signing this
Election Form, you must print your name and indicate the date and time at which
you signed. You must also include your email address and your government
identification number, such as your social security number, tax identification
number or national identification number, as appropriate.
7. Requests for Assistance or Additional Copies. Any questions or requests
for assistance, as well as requests for additional copies of the Offer to
Exchange or this Election Form should be directed to Stock Administration at
AMCC, 6290 Sequence Drive, San Diego, CA 92121, telephone number (858) 535-3462,
email mailto:stockadm@amcc.com.
------------------------
ADDITIONAL OPTIONS TO BE EXCHANGED
--------------------------------------
Optionee Name (Please print)
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Number of Option Shares
Option Number Option Grant Date Exercise Price Outstanding
------------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------------
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EX-99.A.1.C
4
dex99a1c.txt
FORM OF NOTICE OF WITHDRAWL
EXHIBIT (a)(1)(C)
APPLIED MICRO CIRCUITS CORPORATION
OFFER TO EXCHANGE OUTSTANDING OPTIONS
NOTICE OF WITHDRAWAL
To AMCC Stock Administration:
I previously signed, dated and returned an Election Form in which I elected
to accept AMCC's Offer to Exchange Outstanding Options to Purchase Common Stock
(the "Offer"). Defined terms not explicitly defined herein shall have the same
definitions as in the Offer.
I now wish to change my previous election and reject AMCC's Offer. I
understand that by signing this Notice and delivering it to Stock
Administration, I will be withdrawing my acceptance of the Offer, and rejecting
the Offer, in its entirety.
I understand that in order to reject the Offer, I must sign, date and
deliver this Notice to Stock Administration, as provided in the attached
instructions, before 12:00 midnight, Pacific Standard Time, on November 27,
2001, or if AMCC extends the Offer, before the extended Expiration Date.
By rejecting the Offer to Exchange, I understand that I will not receive
any Replacement Options, and I will keep my Eligible Option Grants. These
options will continue to be governed by the stock option plan under which these
options were granted and the existing option agreements between AMCC and me.
I understand that I may change this election, and once again accept the
Offer, by delivering a new Election Form to Stock Administration in accordance
with its instructions prior to 12:00 midnight, Pacific Standard Time, on
November 27, 2001.
I have completed and signed the following exactly as my name appears on my
original Election Form.
I do not accept the offer to exchange options.
------------------------------------ -----------------------------------------
Optionee Signature Government ID (ie Social Security #,
Social Insurance #, etc.)
------------------------------------ -----------------------------------------
Optionee Name (Please print) E-mail Address Date and Time
RETURN THIS NOTICE OF WITHDRAWAL TO AMCC STOCK ADMINISTRATION NO LATER THAN
12:00 MIDNIGHT, PACIFIC STANDARD TIME, ON NOVEMBER 27, 2001 VIA HAND DELIVERY,
INTEROFFICE MAIL OR FACSIMILE TO (858) 535-3502.
AMCC STOCK ADMINISTRATION WILL SEND YOU AN EMAIL CONFIRMATION WITHIN 3 BUSINESS
DAYS OF RECEIPT.
INSTRUCTIONS TO THE NOTICE OF WITHDRAWAL
1. Delivery of Notice of Withdrawal.
A properly completed and executed original of this Notice of Withdrawal
must be delivered to AMCC Stock Administration at 6290 Sequence Drive, San
Diego, CA 92121, via hand delivery, interoffice mail or facsimile at (858)
535-3502, on or before 12:00 midnight Pacific Standard Time on November 27,
2001(the Expiration Date).
The method by which you deliver any required documents is at your option
and risk, and the delivery will be deemed made only when actually received by
the Company. You should allow sufficient time to ensure timely delivery.
Although by submitting a Notice of Withdrawal of your election, you have
withdrawn your election to exchange your Eligible Option Grants, you may change
your mind and re-accept the Offer at any time prior to the Expiration Date. If
the Company extends the Expiration Date, you may elect to accept the Offer at
any time until the new Expiration Date. To change your election, you must
deliver a new signed and dated Election Form in accordance with its instructions
to the Company before the Expiration Date. Your options will not be properly
exchanged for purposes of the Offer unless you again elect to accept the Offer
before the Expiration Date by delivery of the new Election Form following the
procedures described in the Instructions to the Election Form.
If you do not wish to withdraw your election IN ITS ENTIRETY, you should
--------------- ------
not fill out this Notice of Withdrawal. If you wish to change your election with
---
respect only to particular Eligible Option Grants, then you should complete and
deliver a new Election Form instead. As noted in the Offer, you may select
Eligible Option Grants to be exchanged for Replacement Options. You do not have
to exchange all your Eligible Option Grants, but for each individual Eligible
Option Grant you do choose to exchange, you must cancel the entire outstanding,
unexercised portion, as well as any other options issued to you after April 29,
2001. You may change your mind about which Eligible Option Grants you would like
to exchange at any time before the Expiration Date. If the Company extends the
Offer beyond that time, you may change your election regarding particular
Eligible Option Grants you elected to exchange at any time until the new
Expiration Date. To change your election regarding any particular Eligible
Option Grants you previously elected to exchange while continuing to elect to
participate in the Offer, you must deliver a signed and dated new Election Form,
with the required information, following the procedures described in its
Instructions. You must indicate on the new Election Form that it replaces a
previously submitted Election Form in the check box provided on the form. Upon
the receipt of such a new, properly filled out, signed and dated Election Form,
any previously submitted Election Form will be disregarded and will be
considered replaced in full by the new Election Form.
2. Other Information on This Notice of Withdrawal. In addition to signing
this Notice of Withdrawal, you must print your name and indicate the date and
time at which you signed. You must also include your email address and your
government identification number, such as your social security number, tax
identification number or national identification number, as appropriate.
3. Requests for Assistance or Additional Copies. Any questions or requests
for assistance, as well as requests for additional copies of the Offer to
Exchange or this Notice of Withdrawal should be directed to Stock Administration
at AMCC, 6290 Sequence Drive, San Diego, CA 92121, telephone number (858)
535-3462, or mailto:stockadm@amcc.com.
------------------------
EX-99.A.1.D
5
dex99a1d.txt
FORM OF CONFIRMATION OF RECEIPT
EXHIBIT (a)(1)(D)
This email confirms our receipt of your Election Form, which sets forth your
election to exchange one or more of your Eligible Option Grants in the AMCC
Stock Option Exchange Program. This email does not serve as a formal acceptance
by AMCC of the Eligible Option Grants designated on your Election Form for
exchange. However, delivery of your Election Form does serve as a confirmation
to AMCC that you agree to cancel any options granted to you on or after April
29, 2001, regardless of the price and regardless of whether you have included
this grant information in the Election Form. The procedure for acceptance of
Eligible Option Grants for exchange is described in the Offer to Exchange
previously made available to you.
Your stock option account on the Salomon Smith Barney website at
http://www.benefitaccess.com/ will be updated to reflect your election to
-----------------------------
exchange the Eligible Option Grants designated on your Election Form, as will
your Personnel Option Status Report. If you cannot access the Salomon Smith
Barney website, you may contact AMCC Stock Administration at stockadm@amcc.com
-----------------
to request a Personnel Option Status Report. The exchanged Eligible Option
Grants will be reflected on your stock option account and Personnel Option
Status Report as cancelled, and represent your right to receive Replacement
Options in accordance with the terms of the Offer to Exchange. Please note that
you will not have the right to exercise all or any part of the Eligible Option
Grants reflected as cancelled after the date of your Election Form unless you
later validly withdraw or change your election as described below, or we later
reject your election in accordance with the Offer to Exchange.
Your election to exchange your Eligible Option Grants may be withdrawn or
changed at any time prior to 12:00 midnight Pacific Standard Time on November
27, 2001, the Expiration Date of the Offer to Exchange. Withdrawals must be
submitted to Stock Administration by completing and delivering a Notice of
Withdrawal in accordance with its instructions. Changes to your election must be
submitted to Stock Administration by completing and delivering a new Election
Form in accordance with its instructions. Both forms are available at
http://cww/Stock/. Please do not respond to this email. You may email questions
-----------------
about the Offer to Exchange to mailto:stockadm@amcc.com or call (858) 535-3462.
------------------------
EX-99.A.1.E
6
dex99a1e.txt
FORM OF CONFIRMATION OF NOTICE OF WITHDRAWL
EXHIBIT (a)(1)(E)
This email confirms our receipt of your Notice of Withdrawal rejecting AMCC's
Offer to Exchange Outstanding Options and nullifying your previously submitted
Election Form. Please note that the Notice of Withdrawal completely withdraws
you from the Offer to Exchange and cannot be used to make changes to your
previously submitted Election Form. If you would like to change your election
with respect to particular options only, you should submit a new Election Form
instead.
In addition, you may change your mind and re-accept the Offer by completing and
delivering a new Election Form at any time prior to 12:00 midnight Pacific
Standard Time on November 27, 2001. Election Forms can be found at
http://cww/Stock/ and must be delivered to Stock Administration according to
their instructions. Please do not respond to this email. You may email questions
about the Offer to Exchange to mailto:stockadm@amcc.com or call (858) 535-3462.
------------------------
EX-99.A.1.F
7
dex99a1f.txt
FORM OF REMINDER OF EXPIRATION DATE
EXHIBIT (a)(1)(F)
To All AMCC Optionholders Eligible to Participate in the Offer to Exchange:
REMINDER -- If you are electing to exchange any of your Eligible Option Grants
under the Stock Option Exchange Program, the deadline to deliver your Election
Form to Stock Administration is November 27, 2001 at 12:00 midnight Pacific
Standard Time.
A copy of the Election Form along with instructions for completing and
delivering the form can be found at http://cww/Stock/ or by contacting Stock
-----------------
Administration. We cannot accept late submissions, and therefore we urge you to
respond early to avoid any last minute problems.
If you are not electing to tender any of your outstanding Eligible Option Grants
for exchange, then no action is required on your part.
If you have questions regarding the Stock Option Exchange Program, contact Stock
Administration at (858) 535-3462 or mailto:stockadm@amcc.com.
------------------------
EX-99.A.1.J
8
dex99a1j.txt
FIRST SUPPLEMENT TO OFFER TO EXCHANGE OPTIONS
EXHIBIT (a)(1)(J)
APPLIED MICRO CIRCUITS CORPORATION
FIRST SUPPLEMENT TO
OFFER TO EXCHANGE OUTSTANDING OPTIONS
TO PURCHASE COMMON STOCK
This First Supplement (Supplement) amends and supplements our Offer to
Exchange Outstanding Options to Purchase Common Stock dated October 29, 2001
(Offer to Exchange). You should read this Supplement together with the Offer to
Exchange. Capitalized terms we use but do not define in this Supplement have the
meanings given them in the Offer to Exchange.
We have extended the time at which the Offer expires from 5:00 p.m.
Pacific Standard Time to 12:00 midnight Pacific Standard Time on the Expiration
Date (currently November 27, 2001). Accordingly, all references to 5:00 p.m.
Pacific Standard Time in the Offer to Exchange should be replaced with 12:00
midnight Pacific Standard Time. All other terms and conditions of the Offer
remain the same.
EX-99.A.1.K
9
dex99a1k.txt
E-MAIL DATED NOVEMBER 1, 2001
Exhibit (a)(1)(K)
To AMCC Optionholder:
In response to a request made by the Securities and Exchange Commission, the
expiration of the Stock Option Exchange Program has been extended from 5:00 p.m.
Pacific Standard Time on November 27, 2001 to 12:00 midnight Pacific Standard
Time on November 27, 2001. All other terms of the Stock Option Exchange Program
remain the same. Please visit the AMCC intranet located at http://cww/Stock/ to
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access a supplement to the Offer to Exchange which reflects this change.