-----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, QDaJa/aiqQFMFsSQcyG/y+fdS6hx7oER8ONDuyLzzaI8g4o9JADtf8wifKHMpRzw IyvCaum1jG6abWQ/TGWHGQ== /in/edgar/work/0001072993-00-000520/0001072993-00-000520.txt : 20000718 0001072993-00-000520.hdr.sgml : 20000718 ACCESSION NUMBER: 0001072993-00-000520 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000608 ITEM INFORMATION: FILED AS OF DATE: 20000717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MICRO CIRCUITS CORP CENTRAL INDEX KEY: 0000711065 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 942586591 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-23193 FILM NUMBER: 674011 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 8-K/A 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2000 APPLIED MICRO CIRCUITS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 000-23193 94-2586591 (Commission File No.) (IRS Employer Identification No.) 6290 SEQUENCE DRIVE SAN DIEGO, CALIFORNIA 92121 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (858) 450-9333 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The audited financial statements of YuniNetworks for the period from October 8, 1999 (inception) through March 31, 2000 are incorporated herein by reference to AMCC's Registration Statement on Form S-4 (No. 333-37372) filed with the Securities and Exchange Commission on May 19, 2000. (b) PRO FORMA FINANCIAL INFORMATION. The following unaudited pro forma condensed consolidated financial information is being filed herewith: Unaudited Pro Forma Combined Condensed Balance Sheet at March 31, 2000. Unaudited Pro Forma Combined Condensed Statement of Operations for the year ended March 31, 2000. Notes to Unaudited Pro Forma Combined Condensed Financial Statements. 2 AMCC AND YUNINETWORKS UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS The following unaudited pro forma combined condensed financial information gives effect to the acquisition by AMCC of YuniNetworks which was accounted for as a purchase. The unaudited pro forma combined condensed balance sheet is based on the individual historical balance sheets of AMCC and YuniNetworks and has been prepared to reflect the acquisition by AMCC of YuniNetworks as if the acquisition had occurred as of March 31, 2000. The unaudited pro forma combined condensed statement of operations is based on the individual historical statements of operations of AMCC and YuniNetworks and combines the results of operations of AMCC for the year ended March 31, 2000 with the results of operations for YuniNetworks for the period from October 8, 1999 (inception) through March 31, 2000 as if the acquisition had occurred as of October 8, 1999. The pro forma combined condensed financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or operating results that would have been achieved if the acquisition had been completed as of the beginning of the period presented, nor is it necessarily indicative of the future financial position or operating results of AMCC. The pro forma combined condensed financial information does not give effect to any cost savings or restructuring and integration costs that may result from the integration of AMCC's and YuniNetworks' operations. The costs related to restructuring and integration have not yet been determined, and AMCC expects to charge these costs to operations during the quarter incurred. The unaudited pro forma combined condensed financial information should be read in conjunction with the audited financial statements and accompanying notes of AMCC included in AMCC's Annual Report on Form 10-K for the year ended March 31, 2000, and the audited financial statements and accompanying notes of YuniNetworks which are included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 19, 2000. 3 AMCC AND YUNINETWORKS UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET AT MARCH 31, 2000 (IN THOUSANDS)
PRO FORMA PRO FORMA AMCC YUNINETWORKS ADJUSTMENTS NOTES COMBINED ----------- ------------ ----------- ----------- ----------- A S S E T S ----------- Current assets: Cash and cash equivalents .................. $ 170,102 $ 4,482 $ (8,908) (A) $ 165,676 Short-term investments--available-for-sale . 784,449 -- -- 784,449 Accounts receivable, net of allowance ...... 25,459 -- -- 25,459 Inventories ................................ 10,925 -- -- 10,925 Deferred income taxes ...................... 4,148 -- -- 4,148 Notes receivable from officers and employees ................................ 81 -- -- 81 Other current assets ....................... 10,240 5 -- 10,245 ----------- ------------ ----------- ----------- Total current assets ................... 1,005,404 4,487 (8,908) 1,000,983 Property and equipment, net ..................... 37,842 739 -- 38,581 Intangible assets ............................... -- -- 189,060 (B) 189,060 Other assets .................................... 3,636 130 -- 3,766 ----------- ------------ ----------- ----------- Total assets ........................... $ 1,046,882 $ 5,356 $ 180,152 $ 1,232,390 =========== ============ =========== =========== L I A B I L I T I E S A N D S T O C K H O L D E R S' E Q U I T Y ------------------------------------- Current liabilities: Accounts payable ........................... $ 8,818 $ 537 $ 850 (C) $ 10,205 Accrued payroll and related expenses ....... 7,618 -- -- 7,618 Other accrued liabilities .................. 6,448 47 -- 6,495 Deferred revenue ........................... 2,776 -- -- 2,776 Current portion of long-term debt .......... 1,394 -- -- 1,394 Current portion of capital lease obligations 729 -- -- 729 ----------- ------------ ----------- ----------- Total current liabilities .............. 27,783 584 850 29,217 Long-term debt, less current portion ............ 3,599 -- -- 3,599 Long-term capital lease obligations, less current portion ...................................... 1,695 -- -- 1,695 Stockholders' equity: Preferred stock, $0.01 par value: .......... -- 11 (11) (D),(E) -- Common stock, $0.01 par value: ............. 1,218 11 8 (D),(E) 1,237 Additional paid-in capital ................. 944,512 8,827 200,166 (D),(E) 1,153,505 Deferred compensation, net ................. (1,443) (3,138) -- (4,581) Accumulated other comprehensive loss ....... (166) -- -- (166) Retained earnings .......................... 70,139 (939) (20,861) (F) 48,339 Notes receivable from stockholders ......... (455) -- -- (455) ----------- ------------ ----------- ----------- Total stockholders' equity ............. 1,013,805 4,772 179,302 1,197,879 ----------- ------------ ----------- ----------- Total liabilities and stockholders' equity .............................. $ 1,046,882 $ 5,356 $ 180,152 $ 1,232,390 =========== ============ =========== ===========
The above pro forma combined condensed balance sheet does not include the effect of amortization of purchased intangible assets to be recorded by AMCC in conjunction with the acquisition. See accompanying notes to the unaudited pro forma combined condensed financial information. 4 AMCC AND YUNINETWORKS UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)
AMCC YUNINETWORKS 12 MONTHS ENDED INCEPTION TO PRO FORMA PRO FORMA MARCH 31, 2000 MARCH 31, 2000 ADJUSTMENTS NOTES COMBINED --------------- -------------- ----------- ----- --------- Net revenues.............................. $ 172,352 $ -- $ -- $ 172,352 Cost of revenues.......................... 50,218 -- -- 50,218 ----------- -------------- ----------- --------- Gross Profit.............................. 122,134 -- -- 122,134 Operating expenses: Research and development............. 32,815 758 -- 33,573 Selling, general and administrative.. 28,199 252 -- 28,451 Amortization of intangible assets.... -- -- 15,755 (G) 15,755 ----------- -------------- ----------- --------- Total operating expenses......... 61,014 1,010 15,755 77,779 ----------- -------------- ----------- --------- Operating income.......................... 61,120 (1,010) (15,755) 44,355 Interest income, net...................... 12,872 71 (267) (H) 12,676 ----------- -------------- ----------- --------- Income before income taxes................ 73,992 (939) (16,022) 57,031 Provision for income taxes................ 25,367 -- (366) (I) 25,001 ----------- -------------- ----------- --------- Net income................................ $ 48,625 $ (939) $ (15,656) $ 32,030 =========== ============== =========== ========= Basic earnings per share: Earnings per share................... $ 0.45 $ 0.29 =========== ========= Shares used in calculating basic earnings per share................. 107,820 109,844 =========== ========= Diluted earnings per share: Earnings per share................... $ 0.41 $ 0.26 =========== ========= Shares used in calculating diluted earnings per share................. 119,152 121,310 =========== =========
The above pro forma combined condensed statement of operations does not include an estimated $21.8 million in-process research and development charge to be recorded by AMCC in conjunction with the acquisition for the estimated fair value of the in-process research and development of YuniNetworks. See accompanying notes to the unaudited pro forma combined condensed financial information. 5 AMCC AND YUNINETWORKS NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 1. PRO FORMA BASIS OF PRESENTATION AND ADJUSTMENTS The unaudited pro forma combined condensed financial information assumes the acquisition by AMCC of YuniNetworks in a transaction to be accounted for as a purchase. The unaudited pro forma combined condensed balance sheet is based on the individual balance sheets of AMCC and YuniNetworks and has been prepared to reflect the acquisition by AMCC of YuniNetworks as if the acquisition had occurred as of March 31, 2000. The unaudited pro forma combined condensed statement of operations is based on the individual statements of operations of AMCC and YuniNetworks and combines the results of operations of AMCC for the year ended March 31, 2000 with the results of operations of YuniNetworks for the period from October 8, 1999 (inception) through March 31, 2000 as if the acquisition occurred as of October 8, 1999. Under the terms of the merger agreement, in exchange for all YuniNetworks shares of common and preferred stock and the assumption of stock options of YuniNetworks, AMCC issued 2,024,323 shares of its common stock and assumed 133,722 options to purchase common stock. Pursuant to a separate agreement, AMCC purchased 10% of the YuniNetworks shares held by the majority stockholder of YuniNetworks, Raza Foundries Canada, for $8.9 million cash. Raza Foundries Canada is managed by S. Atiq Raza, a board member and stockholder of both YuniNetworks and AMCC. Based on the consideration issued in the transaction and the liabilities assumed, the total purchase price is approximately $220 million. AMCC conducted an independent valuation of the tangible and intangible assets acquired in order to allocate the purchase price in accordance with Accounting Principles Board opinion No. 16, for pro forma purposes, the purchase price was allocated as follows based upon management's best estimate of the tangible and intangible assets, including acquired technology and in-process research and development (in thousands): Current assets acquired.................... $ 4,487 Property, equipment and other assets....... 869 Assembled workforce........................ 1,200 In-process research and development........ 21,800 Goodwill................................... 187,860 Liabilities assumed........................ (584) Liabilities for merger-related costs....... (850) Deferred compensation...................... 3,138 -------- Total consideration ....................... $217,920 ======== 2. PRO FORMA ADJUSTMENTS TO PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION (A) Reflects $8.9 million cash used to purchase 10% of the YuniNetworks shares held by Raza Foundries Canada. 6 (B) The residual amount of the purchase price over the net book value of the assets and liabilities assumed and in-process research and development charges have been allocated to intangible assets. The intangible assets consist of assembled workforce and goodwill. (C) To increase the accrued expenses by $850,000 for acquisition-related expenses such as legal, accounting, registration and miscellaneous fees. (D) To eliminate the YuniNetworks equity accounts. (E) To reflect the value of the shares of AMCC common stock to be issued in connection with the merger. (F) To eliminate the YuniNetworks accumulated deficit of $939,000 and reflect the charge for the YuniNetworks in-process research and development. (G) To record six months of amortization expense of the acquired intangibles related to the purchase of YuniNetworks based on a useful life of six years. (H) To eliminate six months of interest income which would not have been earned on the cash expended for the transaction. (I) To record a tax benefit for YuniNetworks net loss which would have been absorbed by AMCC's taxable income. (c) EXHIBITS. *2.1 Agreement and Plan of Merger and Reorganization dated as of April 18, 2000 by and among Applied Micro Circuits Corporation, OLI Acquisition Corp. and YuniNetworks, Inc. is incorporated herein by reference to AMCC's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 19, 2000. 23.1 Consent of Ernst & Young LLP, Independent Auditors. *99.1 Stock Purchase Agreement dated as of June 8, 2000 by and between Raza Foundries Canada, Inc. and Applied Micro Circuits Corporation. *99.2 Press Release dated June 9, 2000. - --------------------- * Previously filed as an exhibit to the Form 8-K filed on June 23, 2000. 7 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. APPLIED MICRO CIRCUITS CORPORATION Dated: July 14, 2000 By: /S/ WILLIAM E. BENDUSH ---------------------------- William E. Bendush Vice President, Finance and Administration and Chief Financial Officer 8 INDEX TO EXHIBITS *2.1 Agreement and Plan of Merger and Reorganization dated as of April 18, 2000 by and among Applied Micro Circuits Corporation, OLI Acquisition Corp. and YuniNetworks, Inc. is incorporated herein by reference to AMCC's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 19, 2000. 23.1 Consent of Ernst & Young LLP, Independent Auditors. *99.1 Stock Purchase Agreement dated as of June 8, 2000 by and between Raza Foundries Canada, Inc. and Applied Micro Circuits Corporation. *99.2 Press Release dated June 9, 2000. - --------------------- * Previously filed as an exhibit to the Form 8-K on June 23, 2000. 9 EX-23.1 2 0002.txt CONSENT OF ERNST & YOUNG Exhibit 23.1 Consent of Ernst & Young LLP, Independent Auditors We consent to the use of our report dated April 19, 2000, with respect to the financial statements of YuniNetworks, Inc. included in the Registration Statement on Form S-4 and related prospectus of Applied Micro Circuits Corporation, incorporated by reference in the Current Report on Form 8-K/A of Applied Micro Circuits Corporation filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP July 13, 2000 San Diego, California -----END PRIVACY-ENHANCED MESSAGE-----