S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on October 30, 2000 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 Of Principal Executive Offices) ______________ 2000 Equity Incentive Plan (Full Title Of The Plan(s)) ______________ William E. Bendush 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 4365 Executive Drive, Suite 1100 San Diego, CA 92121 (858) 550-6000 ______________ CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Title of Securities Proposed Maximum Proposed Maximum Offering Aggregate Amount of to be Registered Amount to be Registered (1) Price per Share (2) Offering Price (2) Registration Fee ----------------------------------------------------------------------------------------------------------------------------------- Stock Options and Common 2,000,000 shares $136.00 $272,000,000 $ 71,808 Stock (par value $.01) ===================================================================================================================================
(1) This registration statement shall also cover any additional shares of Common Stock which shall become issuable under the 2000 Equity Incentive 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(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 $136.00, the average of the high and low sales prices of Registrant's Common Stock on October 26, 2000, as reported on The Nasdaq National Market. INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 333-35408 The contents of Registration Statement on Form S-8 No. 333-35408 filed with the Securities and Exchange Commission on April 21, 2000 are incorporated by reference herein. EXHIBITS Exhibit Number 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 2000 Equity Incentive Plan, as amended 1 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 San Diego, State of California, on October 27, 2000. Applied Micro Circuits Corporation By: /s/ WILLIAM E. BENDUSH ----------------------------------- William E. Bendush 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 27, 2000 David M. Rickey President and Chief Executive Officer (principal executive officer) /s/ WILLIAM E. BENDUSH -------------------------- Vice President, Finance and Administration, October 27, 2000 William E. Bendush and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ ROGER A. SMULLEN, SR. -------------------------- Vice Chairman of the Board of Directors October 27, 2000 Roger A. Smullen, Sr.
2 /s/ R. CLIVE GHEST ------------------------------ Director October 27, 2000 R. Clive Ghest /s/ FRANKLIN P. JOHNSON, JR. ------------------------------ Director October 27, 2000 Franklin P. Johnson, Jr. /s/ S. ATIQ RAZA ------------------------------ Director October 27, 2000 S. Atiq Raza /s/ ARTHUR B. STABENOW ------------------------------ Director October 27, 2000 Arthur B. Stabenow /s/ HARVEY P. WHITE ------------------------------ Director October 27, 2000 Harvey P. White 3 EXHIBIT INDEX Exhibit Description Number 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 2000 Equity Incentive Plan, as amended 4