-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IP/K+cdPZtMy7FK9p8nrYwrU3dwVsQNhkFOCcg7N+B5ejHCFxx6zfJJtg0CFrfiL iYElhj4WufeX0C/6CTOxpA== 0001012870-98-000589.txt : 19980304 0001012870-98-000589.hdr.sgml : 19980304 ACCESSION NUMBER: 0001012870-98-000589 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980302 EFFECTIVENESS DATE: 19980302 SROS: NASD 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: SEC FILE NUMBER: 333-47185 FILM NUMBER: 98555004 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 FORM S-8 As filed with the Securities and Exchange Commission on March 2, 1998 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 of incorporation) (I.R.S. Employer Identification No.) 6290 SEQUENCE DRIVE SAN DIEGO, CALIFORNIA 92121 (Address of principal executive offices) _______________________ 1982 EMPLOYEE INCENTIVE STOCK OPTION PLAN 1992 STOCK OPTION PLAN 1997 DIRECTORS' STOCK OPTION PLAN (Full title of the Plan) _______________________ DAVID M. RICKEY PRESIDENT AND CHIEF EXECUTIVE OFFICER APPLIED MICRO CIRCUITS CORPORATION 6290 SEQUENCE DRIVE SAN DIEGO, CALIFORNIA 92121 (619) 450-9333 (Name, address and telephone number, including area code, of agent for service) _______________________ Copy to: Mark A. Medearis Glen R. Van Ligten Venture Law Group A Professional Corporation 2800 Sand Hill Road Menlo Park, California 94025 (415) 854-4488 Page 1 of 7 Pages Exhibit Index on Page 7 (Calculation of Registration Fee on following page)
- --------------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Maximum Amount of Amount to be Offering Price Aggregate Registration Title of Securities to be Registered Registered(1) Per Share Offering Price Fee - --------------------------------------------------------------------------------------------------------------------------- 1982 EMPLOYEE INCENTIVE STOCK OPTION PLAN Common Stock, $0.01 par value........................... 56,312 Shares $0.5867(2) $33,038.25 $9.75 1992 STOCK OPTION PLAN Common Stock, $0.01 par value........................... 2,001,223 Shares $1.8526(2) $ 3,707,465.73 $ 1,093.70 Common Stock, $0.01 par value........................... 2,409,039 Shares $ 17.75(3) $42,760,442.25 $12,614.33 1997 DIRECTORS' STOCK OPTION PLAN Common Stock, $0.01 par value........................... 200,000 Shares $ 17.75(3) $ 3,550,000.00 $ 1,047.25 TOTAL 4,666,574 Shares $10.7524 $50,050,946.23 $14,765.03 -----
_______________________ (1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under any of the Plans being registered pursuant to this Registration Statement 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) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act") solely for the purpose of calculating the registration fee. Computation based on the weighted average per share exercise price (rounded to nearest cent) of outstanding options under the referenced plan, the shares issuable under which are registered hereby. (3) Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation with respect to unissued options is based upon the average high and low sale prices of the Common Stock as reported on the Nasdaq National Market on February 24, 1998. -2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. --------------------------------------- The following documents filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference: ---------- (a) The Registrant's Prospectus filed on November 24, 1997 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the "Securities Act") which contains audited financial statements for the Registrant's latest fiscal year for which such statement has been filed. (b) (i) The Registrant's Quarterly Report on Form 10-Q filed on February 17,1998 (as amended by the Registrant on Form 10 Q/A filed on February 18, 1998). (ii) The Registrant's current Report on Form 8-K filed on February 27, 1998. (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission under Section 12 of the Exchange Act on October 10, 1997, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. Item 4. DESCRIPTION OF SECURITIES. Not applicable. ------------------------- Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. -------------------------------------- Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ----------------------------------------- The Registrant's Certificate of Incorporation reduces the liability of a director to the corporation or its stockholders for monetary damages for breaches of his or her fiduciary duty of care to the fullest extent permissible under Delaware law. The Bylaws of the Registrant further provide for indemnification of corporate agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, the Registrant has entered into Indemnification Agreements with its officers and directors. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ----------------------------------------------------- Item 8. EXHIBITS. --------
Exhibit Number ------- 5.1 Opinion of Venture Law Group, a Professional Corporation 23.1 Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP, Independent Auditors 24.1 Powers of Attorney (see p. 6).
- --------------- -3- Item 9. UNDERTAKINGS. ------------- The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement 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 purposes 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. 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 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. Insofar as the 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 a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of 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. [Signature Pages Follow] -4- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Applied Micro Circuits Corporation, a corporation organized and existing under the laws of the State of Delaware, 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 this 2nd day of March, 1998. Applied Micro Circuits Corporation By: /s/ JOEL O. HOLLIDAY ----------------------------------- Joel O. Holliday Chief Financial Officer -5- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David M. Rickey and Joel O. Holliday, jointly and severally, his or her attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file such amendments, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to each attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorneys-in-fact and agents, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, 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 March 2, 1998 - ---------------------------------- President and David M. Rickey Chief Executive Officer /s/ JOEL O. HOLLIDAY March 2, 1998 - ---------------------------------- Joel O. Holliday Chief Financial Officer /s/ ROGER A. SMULLEN March 2, 1998 - ---------------------------------- Director and Chairman of the Board Roger A. Smullen of Directors /s/ WILLIAM K. BOWES, JR. March 2, 1998 - ---------------------------------- Director William K. Bowes, Jr. /s/ R. CLIVE GHEST March 2, 1998 - ---------------------------------- Director R. Clive Ghest /s/ FRANKLIN P. JOHNSON March 2, 1998 - ---------------------------------- Director Franklin P. Johnson, Jr. /s/ ARTHUR B. STABENOW March 2, 1998 - ---------------------------------- Director Arthur B. Stabenow
-6- INDEX TO EXHIBITS
Exhibit Number - --------- 5.1 Opinion of Venture Law Group, a Professional Corporation 23.1 Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP, Independent Auditors 24.1 Powers of Attorney (see p. 6).
-7- EX-5.1 2 OPINION OF VENTURE LAW GROUP EXHIBIT 5.1 ----------- March 2, 1998 Applied Micro Circuits Corporation 6290 Sequence Drive San Diego, CA 92121 REGISTRATION STATEMENT ON FORM S-8 ---------------------------------- Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration ------------ Statement") filed by you with the Securities and Exchange Commission (the - --------- "Commission") on March 2, 1998 in connection with the registration under the - ----------- Securities Act of 1933, as amended, of a total of 4,666,574 shares of your Common Stock (the "Shares") reserved for issuance under the 1982 Employee ------ Incentive Stock Option Plan, the 1992 Stock Option Plan and the 1997 Directors' Stock Option Plan. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares. It is our opinion that upon conclusion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Shares, and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares when issued and sold in the manner described in the Registration Statement will be legally and validly issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and in any amendment thereto. Very truly yours, /s/ VENTURE LAW GROUP ------------------------------------ VENTURE LAW GROUP A Professional Corporation EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.2 ------------ 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 1982 Employee Incentive Stock Option Plan, the 1992 Stock Option Plan and the 1997 Directors' Stock Option Plan of our report dated April 25, 1997, except for footnote 4, as to which the date is February 9, 1998, with respect to the consolidated financial statements and schedule of Applied Micro Circuits Corporation, included in its current Report on Form 8-K dated February 27, 1998, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ------------------------------- ERNST & YOUNG LLP San Diego, California February 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----