S-8

As filed with the Securities and Exchange Commission on November 9, 2015.

Registration No. 333-            

UNITED STATES

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 incorporation or organization)	(I.R.S. Employer Identification Number)

4555 Great America Parkway, Suite 601

Santa Clara, CA 95054

(Address, with zip code, of Principal Executive Offices)

Applied Micro Circuits Corporation

2011 Equity Incentive Plan

(Full title of the plan)

Karen M. Rogge

Interim Chief Financial Officer and Vice President

APPLIED MICRO CIRCUITS CORPORATION

4555 Great America Parkway, Suite 601

Santa Clara, CA 95054

(408) 542-8600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

L. William Caraccio	Jorge A. del Calvo, Esq.
Vice President, General Counsel and Secretary	PILLSBURY WINTHROP SHAW PITTMAN LLP
APPLIED MICRO CIRCUITS CORPORATION	2550 Hanover Street
4555 Great America Parkway, Suite 601	Palo Alto, CA 94304
Santa Clara, CA 95054	(650) 233-4500
(408) 542-8600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12(b)(2) of the Exchange Act.

Large accelerated filer	o	Accelerated filer	ý
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, par value $0.01 per share	3,300,000 shares	$6.565	$21,664,500	$2,181.62

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, there are also being registered such additional shares of the common stock, par value $.01 per share (the “Common Stock”), that become available under the Applied Micro Circuits Corporation 2011 Equity Incentive Plan in connection with changes in the number of outstanding Common Stock because of events such as recapitalizations, stock dividends, stock splits and reverse stock splits, and any other securities with respect to which the outstanding shares are converted or exchanged.

(2) Calculated solely for the purpose of determining the registration fee pursuant to 457(c) and Rule 457(h)(1) of the Securities Act of 1933, as amended. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the average of the high and low sales prices of the Company’s Common Stock, as reported on the Nasdaq Stock Market on October 30, 2015.

NOTE

This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 3,300,000 shares of the Common Stock of Applied Micro Circuits Corporation (the “Company” or “Registrant”), which may be issued pursuant to the Applied Micro Circuits Corporation 2011 Equity Incentive Plan. In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference the Registration Statement on Form S-8 (No. 333-177773, filed November 4, 2011), filed with the Securities and Exchange Commission, together with all exhibits filed therewith or incorporated therein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.	Description
4.1*	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with the Company’s Registration Statement on Form S-1 (No. 333-37609) filed October 10, 1997, and as amended by Exhibit 3.3 filed with the Company’s Registration Statement on Form S-4 (No. 333-45660) filed September 12, 2000 and Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed December 1
4.2*	Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q filed on November 3, 2010)
4.3*	2011 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.77 to the Company’s Current Report on Form 8-K filed on August 10, 2015)
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP
23.1	Consent of Independent Registered Public Accounting Firm – KPMG LLP
23.3	Consent of Pillsbury Winthrop Shaw Pittman LLP (contained in Exhibit 5.1)
24.1	Power of Attorney (included as part of signature page)

* Incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Santa Clara, State of California, on this 9th day of November, 2015.

APPLIED MICRO CIRCUITS CORPORATION

By:	/s/ Karen M. Rogge
	Karen M. Rogge
	Interim Chief Financial Officer and Vice President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Paramesh Gopi, Ph.D. and L. William caraccio, Esq. such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s 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 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 to all intents and purposes as such person might, or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute therefor, 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/ Paramesh Gopi, Ph. D. Paramesh Gopi, Ph. D.	President, Chief Executive Officer and Director (Principal Executive Officer)	November 9, 2015
/s/ Karen M. Rogge Karen M. Rogge	Interim Chief Financial Officer and Vice President (Interim Principal Financial and Accounting Officer)	November 9, 2015
/s/ Cesar Cesaratto Cesar Cesaratto	Chairman of the Board	November 9, 2015
/s/ Paul R. Gray, Ph.D. Paul R. Gray, Ph.D.	Director	November 9, 2015
/s/ Fred Shlapak Fred Shlapak	Director	November 9, 2015
/s/ Robert F. Sproull Robert F. Sproull	Director	November 9, 2015
/s/ Duston Williams Duston Williams	Director	November 9, 2015
/s/ Christopher Zepf Christopher Zepf	Director	November 9, 2015

EXHIBIT INDEX

Exhibit No.	Description
4.1*	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with the Company’s Registration Statement on Form S-1 (No. 333-37609) filed October 10, 1997, and as amended by Exhibit 3.3 filed with the Company’s Registration Statement on Form S-4 (No. 333-45660) filed September 12, 2000 and Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed December 1
4.2*	Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q filed on November 3, 2010)
4.3*	2011 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.77 to the Company’s Current Report on Form 8-K filed on August 10, 2015)
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP
23.1	Consent of Independent Registered Public Accounting Firm – KPMG LLP
23.3	Consent of Pillsbury Winthrop Shaw Pittman LLP (contained in Exhibit 5.1)
24.1	Power of Attorney (included as part of signature page)

* Incorporated herein by reference.

EX-5.1

Exhibit 5.1

PILLSBURY WINTHROP SHAW PITTMAN LLP

2550 Hanover Street

Palo Alto, CA 94304

November 9, 2015

Applied Micro Circuits Corporation

4555 Great America Parkway, Suite 601

Santa Clara, CA 95054

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel for Applied Micro Circuits Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S‑8 (the “Registration Statement”) relating to the registration under the Securities Act of 1933 (the “Act”) of 3,300,000 shares of the Company’s common stock with a par value of $0.01 per share (the “Shares”), issuable pursuant to the Applied Micro Circuits Corporation 2011 Equity Incentive Plan (the “Plan”).

We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for the opinions expressed in this letter. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and nonassessable. The opinions set forth in this letter are limited to the General Corporation Law of the State of Delaware, as in effect on the date hereof.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Pillsbury Winthrop Shaw Pittman LLP

Pillsbury Winthrop Shaw Pittman LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Applied Micro Circuits Corporation:

We consent to the use of our report dated May 22, 2015, with respect to the consolidated balance sheets of Applied Micro Circuits Corporation and its subsidiaries as of March 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows for each of the years in the three-year period ended March 31, 2015, the related consolidated financial statement schedule, and the effectiveness of internal control over financial reporting as of March 31, 2015, incorporated herein by reference.

/s/ KPMG LLP

Santa Clara, California

November 9, 2015