-----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, CoxBaptWuRNQ8QlY6sgvw+2I8mDlMn4RqANX6crUxGDU6SAspPEfReVzUN+DIVDA a+1LtEMVyC+QMPdXgJdhAQ== 0001072993-99-000359.txt : 19991213 0001072993-99-000359.hdr.sgml : 19991213 ACCESSION NUMBER: 0001072993-99-000359 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991210 EFFECTIVENESS DATE: 19991210 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: 333-92507 FILM NUMBER: 99772387 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 December 10, 1999 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) ----------------------------- 1992 STOCK OPTION PLAN (Full Title Of The Plan(s)) ---------------------------- David M. Rickey President and Chief Executive 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. Nancy D. Krueger, Esq. COOLEY GODWARD LLP 4365 Executive Drive, Suite 1100 San Diego, CA 92121 (858) 550-6000 ---------------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================================= Proposed Maximum Proposed Maximum Title of Securities Offering Aggregate Amount of to be Registered Amount to be Registered (1) Price per Share (2) Offering Price (1) Registration Fee - --------------------------------------------------------------------------------------------------------------------------------- Stock Options and Common Stock (par value $.01) 7,600,000 shares $54.38 - $99.75 $674,483,598.75 $178,063.67 =================================================================================================================================
(1) The Registrant's Board of Directors and stockholders approved an amendment to increase the number of shares available for issuance under the Registrant's 1992 Stock Option Plan, as amended (the "1992 Plan"), by 3,800,000 shares in April 1999 and August 1999, respectively. In September 1999, the Registrant implemented a two-for-one stock split (paid through a 100% stock dividend). Accordingly, this Registration Statement covers 7,600,000 shares to cover the additional shares that became issuable under the 1992 Plan by reason of such stock dividend. This registration statement shall also cover any additional shares of Common Stock which shall become issuable under the 1992 Plan 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 "Securities Act"). The price per share and the aggregate offering price are calculated on the basis of (a) the weighted average of $54.38 to $99.75, the exercise price for 800,988 shares subject to outstanding options granted under the Option Plan and (b) $95.6875, the average of the high and low sales prices of Registrant's Common Stock on December 3, 1999, as reported on the NASDAQ National Market for the remainder of the shares subject to the Option Plan registered hereunder. INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 333-47185 The contents of Registration Statement on Form S-8 No. 333-47185 filed with the Securities and Exchange Commission on March 2, 1998 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 Power of Attorney is contained on the signature pages 99.1* 1992 Stock Option Plan, as amended * Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10Q for the Fiscal Quarter Ended September 30, 1999, which was filed November 15, 1999. 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 December 8, 1999. APPLIED MICRO CIRCUITS CORPORATION By: /s/ WILLIAM E. BENDUSH ----------------------------------- William E. Bendush 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, 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 President, Chief Executive Officer and December 8, 1999 - ----------------------------------------------- Director David M. Rickey /s/ WILLIAM E. BENDUSH Chief Financial Officer (Principal Financial December 8, 1999 - ----------------------------------------------- and Accounting Officer) William E. Bendush /s/ ROGER A. SMULLEN Chairman of the Board of Directors December 8, 1999 - ----------------------------------------------- Roger A. Smullen, Sr. /s/ WILLIAM K. BOWES, JR. Director December 8, 1999 - ----------------------------------------------- William K. Bowes, Jr. /s/ R. CLIVE GHEST Director December 8, 1999 - ----------------------------------------------- R. Clive Ghest /s/ FRANKLIN P. JOHNSON, JR. Director December 8, 1999 - ----------------------------------------------- Franklin P. Johnson, Jr. /s/ ARTHUR B. STABENOW Director December 8, 1999 - ----------------------------------------------- Arthur B. Stabenow /s/ HARVEY P. WHITE Director December 8, 1999 - ----------------------------------------------- Harvey P. White /s/ S. ATIQ RAZA Director December 8, 1999 - ----------------------------------------------- S. Atiq Raza
EXHIBIT INDEX
EXHIBIT DESCRIPTION SEQUENTIAL NUMBER PAGE NUMBERS 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 Power of Attorney is contained on the signature pages 99.1* 1992 Stock Option Plan, as amended
* Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10Q for the Fiscal Quarter Ended September 30, 1999, which was filed November 15, 1999. EX-5.1 2 LEGAL OPINION EXHIBIT 5.1 December 9, 1999 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 7,600,000 shares of the Company's Common Stock, $.01 par value (the "Shares"), pursuant to its 1992 Stock Option Plan (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 (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). 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 3 ACCOUNTANTS CONSENT 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 1992 Stock Option Plan of Applied Micro Circuits Corporation of our report dated April 21, 1999, with respect to the consolidated financial statements and schedule of Applied Micro Circuits Corporation included in the Annual Report on Form 10-K for the fiscal year ended March 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP San Diego, California December 7, 1999 -----END PRIVACY-ENHANCED MESSAGE-----