-----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, QYpA7jfh4cJ/4ClEI9ViXmo7uBPTwK8QPEpKaEd5W0/2fzF1WyDvcMTiegIKVbz7 LBC5fA0hSDYRmbHKGTdG0Q== 0000767920-96-000009.txt : 19961106 0000767920-96-000009.hdr.sgml : 19961106 ACCESSION NUMBER: 0000767920-96-000009 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961105 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIERRA SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000767920 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942925073 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15519 FILM NUMBER: 96654308 BUSINESS ADDRESS: STREET 1: 2075 N CAPITOL AVE CITY: SAN JOSE STATE: CA ZIP: 95132 BUSINESS PHONE: 4082639300 MAIL ADDRESS: STREET 1: 2075 N CAPITOL AVE CITY: SAN JOSE STATE: CA ZIP: 95132 S-3 1 FORM S-3 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 5, 1996 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------------------------------- SIERRA SEMICONDUCTOR CORPORATION (Exact name of Registrant as specified in its charter) ------------------------------------------------------- California 94-2925073 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2222 Qume Drive San Jose, CA 95131 (408) 434-9300 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ----------------------------------------------------------------------- JAMES V. DILLER Chief Executive Officer and Chairman of the Board of Directors Sierra Semiconductor Corporation 2222 Qume Drive San Jose, CA 95131 (408) 434-9300 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------------- Copy to: NEIL WOLFF Wilson, Sonsini, Goodrich & Rosati 650 Page Mill Road Palo Alto, California 94304 (415) 493-9300 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.[ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.[x] ------------------------------- If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.[ ] CALCULATION OF REGISTRATION FEE ================================================================================ Title of Each Class Amount Proposed Proposed Amount of of Securities to to be Maximum Maximum Registration be Registered Registered Offering Aggregate Fee Price Offering Per Share(1) Price ================================================================================ Common Stock 804,407 shares $12.3125 $9,904,261.19 $3,001.29 ================================================================================ (1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the amount of the registration fee. The average of the high and low prices reported on the Nasdaq Stock Market was $12.3125 on October 30, 1996. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ PROSPECTUS 804,407 SHARES SIERRA SEMICONDUCTOR CORPORATION COMMON STOCK This Prospectus relates to an aggregate of 804,407 shares (the "Shares") of Common Stock, no par value per share ("Common Stock"), of Sierra Semiconductor Corporation (the "Company"), which may be resold by Bipolar Integrated Technology, Inc. ("BIT") to the public, distributed by BIT to the persons named herein (the "Selling Shareholders") or resold by the Selling Shareholders (collectively the "Offering"). Pursuant to an Asset Purchase Agreement dated August 16, 1996 among the Company, BIT, PMC-Sierra, Inc. (Portland) and certain Shareholders of BIT, the Shares were issued to BIT on September 3, 1996 as consideration for the acquisition of certain assets of BIT by PMC-Sierra, Inc. (Portland). Such issuance was pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Shares are being registered under the Securities Act in order to permit the public sale or other distribution of the Shares. The Shares may be distributed by BIT to the Selling Shareholders from time to time, and sold or distributed from time to time by or for the account of BIT or the Selling Shareholders through underwriters or dealers, through brokers or other agents, or directly to one or more purchasers, at market prices prevailing at the time of sale or at prices otherwise negotiated. The Company will receive no portion of the proceeds from the sale of the Shares offered hereby and will bear certain expenses incident to their registration. See "Selling Shareholders" and "Plan of Distribution." --------------------------- The Common Stock of the Company is traded on the Nasdaq National Market ("Nasdaq") under the symbol "SERA." On November 1, 1996, the last reported sales price for the Common Stock as reported by Nasdaq was $13.25 per share. --------------------------- PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER THE CAPTION "RISK FACTORS" LOCATED ON PAGE 3 OF THIS PROSPECTUS. --------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------------- The date of this Prospectus is ________, 1996 NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, BIT OR THE SELLING SHAREHOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, and, in accordance therewith, files reports, proxy and information statements and other information with the Securities and Exchange Commission (the "Commission"). These reports, proxy and information statements and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549; and at the Commission's regional offices located at Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and at Seven World Trade Center, New York, New York 10048. Copies of such material can also be obtained from the Commission at prescribed rates through its Public Reference Section at 450 Fifth Street, NW, Washington, D.C. 20549. The SEC also maintains a site on the World Wide Web at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The Common Stock is traded on the Nasdaq National Market. Information filed by the Company with Nasdaq may be inspected at the offices of Nasdaq at 1735 K Street, NW, Washington, D.C. 20006. The Company has filed with the Commission a Registration Statement on Form S-3 under the Securities Act with respect to the Shares offered hereby (including all amendments and supplements thereto, the "Registration Statement"). This Prospectus, which forms a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. Statements contained herein concerning the provisions of certain documents are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. The Registration Statement and the exhibits thereto can be inspected and copied at the public reference facilities and regional offices of the Commission and at the offices of Nasdaq referred to above. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Commission pursuant to the Exchange Act, are incorporated by reference and made a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (ii) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1995, specifically including the Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996, the Company's Current Report on Form 8-K dated August 30, 1996, and the Company's Registration Statement on Form S-8 dated October 3, 1996; (iii) the description of the Company's Common Stock set forth in the Company's Registration Statement on Form S-1 (No. 33-39406), dated April 23, 1991; (iv) all reports, definitive proxy statement and other documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the Offering. Any statement contained in a document or information incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document that also is, or is deemed to be, incorporated herein by reference, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE DIRECTED TO INVESTOR RELATIONS, SIERRA SEMICONDUCTOR CORPORATION, 2222 QUME DRIVE, SAN JOSE, CALIFORNIA 95131. THE COMPANY'S TELEPHONE NUMBER AT THAT LOCATION IS (408) 434-9300. THE COMPANY The Company was incorporated in the State of California in November 1983 and commenced business in January 1984. The Company's principal executive office is located at 2222 Qume Drive, San Jose, California 95131. The Company's Common Stock trades on the Nasdaq National Market under the symbol SERA. References to the "Company" or "Sierra" mean Sierra Semiconductor Corporation and its subsidiaries and predecessor entities. The Company designs, develops, markets and supports high-performance semiconductor system solutions for advanced communications markets. The Company's products are used in broadband communications infrastructures, high bandwidth networks and multimedia personal computers. The Company is a leading supplier of ATM, T1/E1, DS3/E3 and SONET/SDH integrated circuits in the communications infrastructure and networking markets, and supplies highly integrated data and voice communications semiconductor products to personal computer original equipment manufacturers ("PC OEMs"). On August 28, 1996 the Company announced its decision to exit the personal computer modem chipset business and to put the modem chipset product line up for sale. This action, which included the restructuring of the Company's non-networking operations, resulted in a one-time charge to earnings in the quarter ending September 30, 1996, of approximately $72 million. The amount of the third fiscal quarter one-time charge was publicly announced on October 17, 1996 as part of Sierra's third quarter earnings release. Risk Factors THE COMPANY'S BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS ARE SUBJECT TO A NUMBER OF RISKS, SOME OF WHICH ARE DESCRIBED BELOW. THE COMPANY AND PMC-SIERRA, INC. EACH FACE SIMILAR FACTORS WHICH MAY AFFECT THEIR RESPECTIVE PERFORMANCE, AND ACCORDINGLY CERTAIN RISK FACTORS BELOW WHICH REFER TO THE COMPANY AND ITS OPERATIONS SHOULD ALSO BE VIEWED AS RISK FACTORS REFERRING SEPARATELY TO PMC-SIERRA, INC. AND ITS OPERATIONS. SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS Certain statements and information in this Registration Statement constitute "forward-looking statements" within the meaning of the federal securities laws. Such forward-looking statements involve risks and uncertainties which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The forward-looking statements include projections of gross margin, projections of growth of the broadband communications market, projections of the results of the Company's exit from the modem chip market, projections of the continued supply of semiconductors to the Company by outside foundries and by assembly houses, projections of the Company's export sales, and projections of future expenditures on research and development and marketing, general and administrative activities. Actual results could differ from those projected in any forward-looking statements for the reasons detailed below. FLUCTUATIONS IN OPERATING RESULTS The Company's quarterly and annual operating results may vary due to a number of factors, including, among others, the timing of new product introductions, decreased demand or average selling prices for products, market acceptance of products, demand for products of the Company's customers, the introduction of products or technologies by the Company's competitors, competitive pressure on product pricing, the Company's and its customers' inventory levels of the Company's products (particularly discontinued modem products), product availability from outside foundries, variations in manufacturing yields for the company's products, expenditures for new product and process development, the acquisition of wafer fabrication and other manufacturing capacity, and the acquisition of businesses, products or technologies. At various times in the past, the Company's foundry and other suppliers have experienced lower than anticipated yields that have adversely affected production and, consequently, the Company's operating results. There can be no assurance that the Company's existing or future foundry and other suppliers will not experience irregularities which could have a material adverse effect on the Company's operating results. The Company from time to time may order in advance of anticipated customer demand from its suppliers in response to anticipated long lead times to obtain inventory and materials, which might result in excess inventory levels if expected orders fail to materialize or other factors render the Company's product or its customer's products less marketable. The Company has limited ability to forecast its unit volumes of discontinued modem chipset sales or the prices at which these sales will occur, particularly in light of recent announcements by competitors of modems operating at speeds of up to 56 kbps. The Company's visibility on sales of networking chipsets is limited due to customer uncertainty regarding future demand for end-user networking products and price competition in the market for ATM chipsets. Any delay or cancellation of existing orders, or any decline in projected future orders, by the Company's customers could have a material adverse effect on the Company's operating results. Margins will vary depending on product mix as described above. The Company's operating results also are affected by the state and direction of the electronics industry and the economy in the United States and other markets the Company serves. The Company's operating results could also be adversely affected if restructuring reserves are insufficient for the costs of liquidating inventory, retaining employees and discontinuing operations. The occurrence of any of the foregoing or other factors could have a material adverse effect on the Company's operating results. Due to these factors, past results may not be indicative of future results. TECHNOLOGICAL CHANGE The markets for the Company's products are characterized by evolving industry standards and rapid technological change and product obsolescence. Technological change may be particularly pronounced in the developing markets for communications semiconductor devices used in high-speed networks. The Company's future success will be highly dependent upon the timely completion and introduction of new products at competitive price and performance levels. The success of new products depends on a number of factors, including proper definition of such products, successful and timely completion of product development and introduction to market, correct judgment with respect to product demand, market acceptance of the Company's and its customers' products, fabrication yields by the Company's independent foundries and the continued ability of the Company to offer innovative new products at competitive prices. Many of these factors are outside the control of the Company. There can be no assurance that the Company will be able to identify new product opportunities successfully, develop and bring to market new products, achieve design wins or be able to respond effectively to new technological changes or product announcements by others. A failure in any of these areas would materially and adversely affect the Company's operating results. The Company's current strategy is focused on high-speed networking interface chips. Products for telecommunications and data communications applications are based on industry standards that are continually evolving. Future transitions in customer preferences could quickly obsolete Sierra products. The Company is developing products for the Asynchronous Transfer Mode ("ATM") telecommunications and networking market, which is in an early stage of development. The emergence and adoption of new industry standards that compete with ATM or maintenance by the industry of existing standards in lieu of new standards could render the Company's ATM products unmarketable or obsolete. The market for ATM equipment has not developed as rapidly as industry observers have predicted, and alternative networking technologies such as "fast Ethernet" have developed to meet consumer requirements. A substantial portion of the Company's development efforts are focused on ATM and related products. A material portion of the Company's revenues and a substantial portion of the Company's profits are derived from sales of ATM, T1/E1, DS3/E3 and SONET/SDH based products. There can be no assurance that a significant market for the Company's products will emerge or, if it does emerge, that the Company will be able to develop and market these or other networking products in a timely and commercially viable manner. The adoption or maintenance by the industry of high speed transmission standards other than those which the Company currently addresses, or the inability of the Company to develop and market its networking-related products, would have a material adverse effect on the Company's operating results. Many of the Company's products under development are complex semiconductor devices that require extensive design and testing before prototypes can be manufactured. The integration of a number of functions in a single chip or in a chipset requires the use of advanced semiconductor manufacturing techniques. This can result in chip redesigns if the initial design does not permit acceptable manufacturing yields. The Company's telecommunications products are designed for customers who in many instances have not yet fully defined their hardware products. Design delays or redesigns by these customers could in turn delay completion or require redesign of the semiconductor devices needed for the final hardware product. In this regard, many of the relevant standards and protocols for products based on high speed networking technologies have not been widely adopted or ratified by the relevant standard-setting bodies. Redesigns or design delays often are required for both the hardware manufacturer's products and the Company's chipsets as industry and customer standards, protocols or design specifications are determined. Any resulting delay in the production of the Company's products could have a material adverse effect on the Company's operating results. The Company acquired in-process research and development relating to ethernet switching technology from Bit, Incorporated. The Company will be required to expend significant resources completing products based on this technology. The Company cannot assure that these products will be completed in a timely manner or at all, or that if completed these products will be commercially adopted. COMPETITION The semiconductor industry is intensely competitive and is characterized by rapid technological change and by price erosion. The industry consists of major domestic and international semiconductor companies, many of which have substantially greater financial and other resources than the Company. Emerging companies also provide significant competition in this segment of the semiconductor market. The Company believes that its ability to compete successfully in this market depends on a number of factors, including, among others, the price, quality and performance of the Company's and its competitors' products, the timing and success of new product introductions by the Company, its customers and its competitors, the emergence of new standards, the development of technical innovations, the ability to obtain adequate manufacturing capacity and sources of raw materials, the efficiency of production, the rate at which the Company's customers design the Company's products into their products, the number and nature of the Company's competitors in a given market, the assertion of the Company's and its competitors' intellectual property rights and general market and economic conditions. The Company produces semiconductor devices for advanced telecommunications and networking applications. The Company's competitors in this market include, among others, Texas Instruments, Level One, Lucent Technologies, Dallas Semiconductor and Transwitch. The number of competitors in this market and the technology platforms on which their products will compete may change in the future. To date there have been several competing technologies in the telecommunications and networking markets and a standard has not yet emerged. The Company's success will depend on the successful development of a market for its customers' products. It is likely that over the next few years additional competitors will enter the market with new products. These new competitors may have substantially greater financial and other resources than the Company. Competition among manufacturers of semiconductors like the Company's products typically occurs at the design stage, where the customer evaluates alternative design approaches that require integrated circuits. Because of shortened product life cycles and even shorter design-in cycles, the Company's competitors have increasingly frequent opportunities to achieve design wins in next generation systems. Any success by the Company's competitors supplanting the Company's products would have a material adverse effect on the Company's operating results. ACCESS TO WAFER FABRICATION AND OTHER MANUFACTURING CAPACITY The Company does not own or operate a wafer fabrication facility, and all of its semiconductor device requirements are supplied by outside foundries. Substantially all of the Company's semiconductor products are currently manufactured by third party foundry suppliers. The Company's foundry suppliers fabricate products for other companies and produce products of their own design. The Company's reliance on independent foundries involves a number of risks, including the absence of adequate capacity, the unavailability of or interruptions in access to certain process technologies and reduced control over delivery schedules, manufacturing yields and costs. In the event that these foundries are unable or unwilling to continue to manufacture the Company's products in required volumes, the Company will have to identify and qualify acceptable additional or alternative foundries. This qualification process could take six months or longer. No assurance can be given that any such source would become available to the Company or that any such source would be in a position to satisfy the Company's production requirements in a timely basis, if at all. Any significant interruption in the supply of semiconductors to the Company would result in the allocation of products to customers, which in turn could have a material adverse effect on the Company's operating results. All of the Company's semiconductor products are assembled by sub-assemblers in Asia. Shortages of raw materials or disruptions in the provision of services by the Company's assembly houses or other circumstances that would require the Company to seek additional or alternative sources of supply or assembly could lead to supply constraints or delays in the delivery of the Company's products. Such constraints or delays may result in the loss of customers or other adverse effects on the Company's operating results. The Company's reliance on independent assembly houses involves a number of other risks, including reduced control over delivery schedules, quality assurances and costs and the possible discontinuance of such contractors' assembly processes. Any supply or other problems resulting from such risks would have a material adverse effect on the Company's operating results. CUSTOMER CONCENTRATION The Company has no long-term volume purchase commitments from any of its major customers. In 1993, 1994, and 1995 Apple Computer, Inc. represented more than 10% of the revenues of the Company. For the first nine months of 1996, a modem board assembler represented approximately 10% of the revenues of the Company. The reduction, delay or cancellation of orders from one or more significant customers could materially and adversely affect the Company's operating results. Due to the relatively short product life cycles in the telecommunications and data communications markets, the Company's operating results would be materially and adversely affected if one or more of its significant customers were to select devices manufactured by one of the Company's competitors for inclusion in future product generations. There can be no assurance that the Company's current customers will continue to place orders with the Company, that orders by existing customers will continue at the levels of previous periods or that the Company will be able to obtain orders from new customers. Loss of one or more of the Company's current customers or a disruption in the Company's sales and distribution channels could materially and adversely affect the Company's operating results. INTERNATIONAL OPERATIONS During fiscal years 1993, 1994 and 1995 and the first nine months of fiscal 1996, international sales accounted for approximately 32%, 38%, 39% and 56% of the Company's net revenues, respectively. The Company expects that international sales will continue to represent a significant portion of its net revenues for the foreseeable future. PMC's operations, which are primarily in Canada, are expected to represent a larger percentage of the Company's overall operations. In addition, substantially all of the Company's products are manufactured, assembled and tested by independent third parties in Asia. Due to its reliance on international sales and foreign third-party manufacturing, assembly and testing operations, the Company is subject to the risks of conducting business outside of the United States. These risks include unexpected changes in, or impositions of, legislative or regulatory requirements and policy changes affecting the telecommunications and data communications markets, delays resulting from difficulty in obtaining export licenses for certain technology, tariffs quotas, exchange rates and other trade barriers and restrictions, longer payment cycles, greater difficulty in accounts receivable collection, potentially adverse taxes, the burdens of complying with a variety of foreign laws and other factors beyond the Company's control. The Company is also subject to general geopolitical risks in connection with its international operations, such as political, social and economic instability, potential hostilities and changes in diplomatic and trade relationships. Sales in Europe are generally denominated in local currencies, while sales in the rest of the world are generally denominated in U.S. dollars. As a result, the Company is subject to the risks of currency fluctuations. There can be no assurance that one or more of the foregoing factors will not have a material adverse effect on the Company's operating results. FUTURE CAPITAL NEEDS The Company must continue to make significant investments in research and development as well as capital equipment and expansion of facilities for networking products. The Company's future capital requirements will depend on many factors, including, among others, product development, the Company's ability to sell existing modem chipset inventories, investments in working capital, and acquisitions or complementary businesses, products or technologies. To the extent that existing resources and future earnings are insufficient to fund the Company's operations, the Company may need to raise additional funds through public or private debt or equity financings. If additional funds are raised through the issuance of equity securities, the percentage ownership of current shareholders will be reduced and such equity securities may have rights, preferences or privileges senior to those of the holders of the Company's Common Stock. No assurance can be given that additional financing will be available or that, if available, it can be obtained on terms favorable to the Company and its shareholders. If adequate funds are not available, the Company may be required to delay, limit or eliminate some or all of its proposed operations. DEPENDENCE ON KEY PERSONNEL The Company's success depends to a significant extent upon the continued services of its key technical personnel, particularly those highly skilled at the design and test functions involved in the development of high speed networking products and related software. The competition for such employees is intense. As a result of the Company's decision to exit the modem business, certain key administrative and engineering personnel may terminate their employment by the Company. The Company cannot assure that the retention incentives which the Company has put in place will be sufficient to retain these individuals. The loss of the services of one or more of these key personnel, and any difficulties the Company may experience in hiring qualified replacements, would materially and adversely affect the Company's operating results. PATENTS AND PROPRIETARY RIGHTS The Company's ability to compete is affected by its ability to protect its proprietary information. The Company relies on a combination of patents, trademarks, copyrights, trade secret laws, confidentiality procedures and licensing arrangements to protect its intellectual property rights. There can be no assurance that patents will issue from any of the Company's pending applications or that any claims allowed will be of sufficient scope or strength, or be issued in all countries where the Company's products can be sold, to provide meaningful protection or any commercial advantage to the Company. In addition, competitors of the Company may be able to design around the Company's patents. The laws of certain foreign countries in which the Company's products are or may be developed, manufactured or sold, including various countries in which the Company's products are or may be developed, manufactured or sold, including various countries in Asia, may not protect the Company's products or intellectual property rights to the same extent as do the laws of the United States and thus make the possibility of piracy of the Company's technology and products more likely. There can be no assurance that the steps taken by the Company to protect its proprietary information will be adequate to prevent misappropriation of its technology or that the Company's competitors will not independently develop technologies that are substantially equivalent or superior to the Company's technology. The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights or positions, which have resulted in significant and often protracted and expensive litigation. The Company or its customers or foundries have in the past, and may from time to time in the future, be notified of claims that the Company may be infringing patents or other intellectual property rights owned by third parties. If it is necessary or desirable, the Company may seek licenses under patents or intellectual property rights. There can be no assurance that licenses will be available or that the terms of any offered license will be acceptable to the Company. The failure to obtain a license from a third party for technology used by the Company could cause the Company to incur substantial liabilities and to suspend the manufacture of products or the use by the Company's foundry suppliers requiring the technology. In the past, the Company's customers have been required to obtain licenses from and pay royalties to third parties for the sale of systems incorporating the Company's semiconductor devices. If this occurs in the future, the customers' businesses may be materially and adversely affected, which in turn would have a material adverse effect on the Company's operating results. Furthermore, the Company may initiate claims or litigation against third parties for infringement of the Company's proprietary rights or to establish the validity of the Company's proprietary rights. Litigation by or against the Company could result in significant expense to the Company and divert the efforts of the Company's technical and management personnel, whether or not such litigation results in a favorable determination for the Company. In the event of an adverse result in any such litigation, the Company could be required to pay substantial damages, cease the manufacture, use and sale of infringing products, spend significant resources to develop non-infringing technology, discontinue the use of certain processes or obtain licenses to the infringing technology. There can be no assurance that the Company would be successful in such development or that such licenses would be available on reasonable terms, or at all, and any such development or license could require expenditures by the Company of substantial time and other resources. Patent disputes in the semiconductor industry have often been settled through cross-licensing arrangements. Because the Company currently does not have a substantial portfolio of patents, the Company may not be able to settle an alleged patent infringement claim through a cross-licensing arrangement. Any successful third party claim against the Company or its customers for patent or intellectual property infringement, would have a material adverse effect on the Company's operating results. ACQUISITIONS The Company's strategy may involve, in part, acquisitions of products, technologies or businesses from third parties. Identifying and negotiating these acquisitions may divert substantial management time away from the Company's operations. An acquisition could absorb substantial cash resources, could require the Company to incur or assume debt obligations, or could involve the issuance of additional equity securities of the Company. The issuance of additional equity securities could dilute, and could represent an interest senior to the rights of, then outstanding common stock. An acquisition which is accounted for as a purchase, like the acquisition of PMC in 1994 and the acquisition of certain assets of Bit in September 1996, could involve significant one-time write-offs, and could involve the amortization of goodwill and other intangible assets over a number of years, which would adversely affect earnings in those years. Any acquisition will require attention from the Company's management to integrate the acquired entity into the Company's operations, may require the Company to develop expertise outside its existing businesses and may result in departures of management of the acquired entity. An acquired entity may have unknown liabilities, and its business may not achieve the results anticipated at the time of the acquisition. VOLATILITY OF STOCK PRICE Factors such as announcements of the introduction of new products by the Company or its competitors, quarterly fluctuations in the Company's financial results or the financial results of other semiconductor companies or of companies in the personal computer industry, general conditions in the semiconductor industry and conditions in the financial markets have in the past caused the price of the Common Stock to fluctuate substantially, and may do so in the future. In addition, the stock market has recently experienced price and volume fluctuations, which have particularly affected the market prices for many high technology companies and which have often been unrelated to the operating performance of the specific companies. USE OF PROCEEDS The Company will not receive any proceeds from the sale of the Shares but will pay all expenses related to the registration of the Shares. See "Plan of Distribution." SELLING SHAREHOLDERS The Shares of the Common Stock of the Company are to be offered for the account of BIT and the Selling Shareholders. Prior to the offering BIT may hold up to all the Shares of Common Stock, and may offer and sell all the Shares pursuant to this Prospectus. The following table sets forth the name of each Selling Shareholder, the aggregate maximum number of shares of Common Stock each Selling Shareholder may be entitled to out of the Shares and the aggregate number of shares of Common Stock registered hereby that each Selling Shareholder may offer and sell pursuant to this Prospectus. All of the Shares offered are issued and outstanding as of the date of this Prospectus. Because BIT and the Selling Shareholders may sell all or a portion of the Shares at any time and from time to time after the date hereof, no estimate can be made of the number of shares of Common Stock that each Selling Shareholder may retain upon completion of the Offering. To the knowledge of the Company, none of the Selling Shareholders has any material relationship with the Company except as set forth in the footnotes to the following table.
Shares Entitled Shares to be to Prior to Offered for the Selling Shareholder the Offering Selling Shareholder 1215 ASSOCIATES 140 ABBATE, ANTHONY M. and ALLIE J. JT TEN 280 AENEAS VENTURE GROUP 73,744 AGRON, RUTH and GARY JT TEN 140 AKERS, WILLIAM B 280 ALCORN, WILLIAM C/O WOOD STRUCTURES, INC 140 ALRUMAIH, ABDULRAHMAN N 280 AMSOUTH BANK NA TTEE, NORWOOD CLINIC INC PC MONEY PURCHASE PENSION TRUST FBO R. CARRAWAY 140 ANDERSON, LARRY 140 ANDREWS, MILBREY W 140 ARATA, MARGIT W 280 ARBITTER, ARNOLD I. C/O S.J. BERARDINO 140 AYANIAN, ZAVEN S. MR 140 B&G TRADERS INC PROFIT SHARING PLAN & TRUST 002 FBO GARY GOLDSTEIN 140 BAIRD, DAVIS 140 BANCBOSTON VENTURES 38,954 BANCORP HAWAII SBIC #303 403 BATTERTON, THOMAS H 280 BEAR STEARNS, INC. FBO M. SCOTT ATHANS IRA: ACCT #215-01212 140 BEAUMONT, PETER W 280 BENNER, WILLIAM B. TTEE FBO WILLIAM B. BENNER TRUST 140 BERGER, GARY & REIKO 140 BHATI, BALVEER S. BHATI, SANTOSH JTWROS 280 BIBBY, DOUGLAS BIBBY, LORRAINE C. JTWROS 140 BILLINGS, RUTH MCCALDEN, THOMAS 140 BIT HOLDINGS, LTD ATTN: ELMER YUEN C/O ROBERT SOLOMON 314,412 BLAIR, ROBERT 280 BLOCK, MERRILL BLOCK, EILEEN JTWROS 561 BOGIN, RONALD J 140 BONANNO, PHILIP MDPC PENSION TRUST 140 BOTTINELLI, MARIAN J 140 BOWER, THOMAS K 140 BOYER, MARY A . 280 BRACKEEN, DANIEL L 140 BRADY, PAT FOY 280 BRAINERD, STEVE 1 BRAMAN, DANIEL H. JR 561 BRITTAIN, JANE A 140 BROOKER, JAMES 140 BROOKS FAMILY TRUST ATTN: REX & COLLEEN BROOKS C/O BROOKS TECHNICAL GROUP 3 BROWN, DONALD 140 BROWN, JANE M 140 BROWN, MARTIN S 140 BROWN, MORTON E 140 BROWNING, STEPHEN 140 BRUEMMER, BRYAN TTEE BRYAN BRUEMMER TRUST 140 BRYAN, JACK L 140 BUFFUM, BETTY UPHAM 140 BURDICK, ALLAN L 140 BURKE, JOSEPH A 140 BUSCH, SUZANNE TEROLLER TTEE SUZANNE TEROLLER BUSCH TRUST 140 CALL, NEIL J 140 CAMPBELL, LINDA FRYE FRYE, NELLIE GARRETT JTWROS 140 CAREY, WILLIAM J 140 CARSON, ELIZABETH E. TTEE FBO ELIZABETH E CARSON TRUST 140 CARTER, ALBERT M 140 CASTELLANI, MARIE E 140 CB CAPITAL INVESTORS, INC. ATTN: EDWARD L. KOCH III PRESIDENT 784 CECKLER, WILLIAM H. CECKLER, MARY E. JT TEN 140 CEDENO, ANSBERTO (BERT) 1 CHAPIN, ROSS K 11 CLARK, JACK L.CLARK, JUDITH COMM PROP 140 CLEARWATER VENTURES LP 183 CLINE, ANITA DAVIES 140 COBLE, G. WILLIAM 140 CONN, J.D. C/O BEACON CADILLAC 140 CONNOR, THOMAS K 140 COOPER, BARRY R 280 CORRINGTON, RICHARD 140 COSGROVE, ROBERT C. TTEE ROBERT C COSGROVE TRUST 561 COSTELLO, ROBERT DR 140 COSTENBADER, VIRGINIA 280 COUSIN, WINNIE CUST FBO JEFFREY N. COUSIN 140 COUSIN, WINNIE CUST FBO JENNIFER A. COUSIN 140 COUTTS, CARLYLE B 140 COWAN, BARBARA 140 COWEN & COMPANY ATTN: MICHAEL DORSEY 53 COYLE, ALFRED J 37 CRAWFORD, SAMUEL J. CRAWFORD, PATTI J. JTWROS 140 CYRIAC, IGNATIUS CYRIAC, BABYCENT I. JTWROS 140 DE EUROPA, MODELISTA SA ETUDE DEMMESMUDRY ET IGLEHART 4 RUE CHARLES BONNET 280 DECKER, MARGARET M.DICKINS, MARGARET E. JTWROS 561 DEVOR, DANIEL DEVOR, NINA M. JTWROS 140 DFC VENTURES, LTD. ATTN: CHRIS ELLISON GENERAL PARTNER 1,411 DIAZ, REINALDO 117 DINEGAR, THOMAS 140 DOPERAK, GEORGE M 140 DOWN EAST ORTHOPEDIC ASSOCIATE 280 DOZZI, DOMENIC P 140 DOZZI, PETER C 280 EDWARD RUFF & ASSOCIATES EMPLOYEE PROFIT SHARING PLAN AND TRUST 561 EDWARDS, R. DEAN 140 EICHEL, NORMAN 140 EISING, PETER W 87 ENRIGHT, PATRICK 22 ERVIN WEIL FAMILY TRUST ATTN: DAVID WEIL 2,901 EWING, ANDREW JR EWING, JOANNE B. JT TEN 140 FARMCO FARMERS & MERCHANTS TRUST CO. OF LONG BEACH TRUST #36-55-8 140 FLY, WILLIAM S 140 FOLLMAN, ROBERT FOLLMAN, CAROLE JT TEN 421 FOOTE, LAWRENCE R. FOOTE, ROSEMARY G. JTWROS 140 FRANTZ, PAUL T 280 FRANTZ, THECLA S 140 FUCHS, PAUL H 1 FUTRELL, J. WILLIAM 140 GAJENDRAGADKAR, S. DR. MDPC BRADLEY CLINIC 280 GARDNER, JOHN O.GARDNER, PENNY A. JTWROS 140 GATON, LEO S 280 GEARY, HELEN S. TTEE UNDER DECLARATION OF TRUST 11/14/88 140 GELLER, ROBERT C 140 GERDAU, CARLSON 140 GERRIE, ROBERT 280 GIBSON, SALLY 140 GILCHRIST, WILLIAM TRUSTEE FOR JUDY SCHLOTZHAUER 5 GILCHRIST, WILLIAM TRUSTEE FOR KATHRYN SCHLOTZHAUER 5 GILES, KENNETH E 49 GLOVER INVESTMENTS LTD 23 SAN MARTIN STREET MAGALLANES VILLAGE 2,804 GOLDSCHLAGER, ARNOLD W 140 GOSCHA, GARY E 280 GRAPHIC ARTS PUBLISHING INC 140 GROBE, RUTH H 280 GUERRA, GASTON G.SURGICAL PRACTICE PROFIT SHARING PLAN 280 GULLACE, RALPH 140 HALL CAPITAL MANAGEMENT ATTN: RONALD HALL 19,746 HAMMAD, SAMY & SAWSON 140 HARRIS, EDMUND J. HARRIS, MARILYN C 140 HARRIS, SARA GRAYSON 140 HAVANEK, JOSEPH 561 HAY, ROBERT F 140 HAYDEN, KENNETH 140 HAYNES, HARLEY ANDERSON 140 HEMER, RICHARD E 140 HERSH, CARL TTE MARION HERSH REVOCABLE TRUST DTD 4-29-85 140 HIGHNESS, JOEL HIGHNESS, NANCY JT TEN 140 HODGSON, RICHARD 7,759 HOFFMAN, CLIVE & CAROL TTEES CLIVE HOFFMAN ASSOCIATES PROFIT SHARING RETIREMENT PLAN 140 HOLLIS, PHILIP D 140 HOOVER, KATHRYN 140 HSIANG, SHI-LING C 140 HUBBARD, STEVEN S 27,017 HUDSON, A. RAY M.D 140 HUGHES, PAUL A 140 HUGHES, WILLIAM C 140 INTERNATIONAL STRATEGIC ALLIANCE ATTN: GEORGE KOO 70 INTERVEN PARTNERS 1987 ATTN: JONATHAN E. FUNK 368 INTERVEN PARTNERS II LP ATTN: WAYNE KINGSLEY CHAIRMAN 73,821 ISLAND PARTNERS C/O GEORGE TEXTOR 38 JACOBS, JOHN III 280 JAQUES, S. CARLENE 140 JOHNSON, HOWARD B 51 JOHNSON, S. ALLAN 280 JONES, CONLEY ROY 280 JONES, WHITNEY M 140 JORDAN, GARY JORDAN, ANNETTE 561 JOSEPH KIRK DAVENPORT (INC) RETIREMENT TRUST 140 JOY, WILLIAM 4 JUSTICE, SUSAN H 140 KAKOS, GERARD S 561 KANDATHIL, VALSAMMA TERESA 140 KANE, ALAN KANE, MARY JT TEN 561 KAPLAN, JANET S 140 KEE, DR. HERBERT L. KEE, VIRGINIA M 140 KELEKAR, DILIP MD TTEE FBO DILIP R. KELEKAR RETIREMENT TRUST 140 KIDDER PEABODY AND COMPANY ATTN: KEN KANAPAN 13 KINGSLEY, WAYNE 7,653 KLEINER, EUGENE 37 KOBBE, JOHN 4,842 KOLBE INC. PROFIT SHARING PLAN 140 KORNFELD, KENNETH H.KORNFELD, RONDA E. JTWROS 1,121 KURUVILLA, DR. M. P 140 LAESCH, JOHN 140 LANDBERG, BETTY 280 LANE, CECELIA B 140 LAWSING, JAMES F. III MD PA PROFIT SHARING PLAN UA DTD 6/21/84 140 LEHMAN, JOSEPHINE TTEE FOR WILLIAM LEHMAN RESIDUARY TRUST DTD 2/28/92 280 LEHMAN, WILLIAM L. JR 140 LICHT, HARLEY EXECUTIVE VP BROOKS TECHNICAL GROUP 1 LIN, XIN YING 544 LINCOFF, MILTON H. LINCOFF, MIRIAM L. JT TEN 140 LISSAUER, TED 140 LITTLEFIELD, THOM LITTLEFIELD AND SMITH ASSOC 1 LLOYD, PETRINA A 140 LOWE, JACK M. LOWE, MARJORIE A. JTWROS 140 M&L VENTURES ATTN MORT SADOWSKY 140 MACKINTOSH, J. HERBERT 140 MACON, GEORGE W. III 280 MADDEN, DAVID 44 MANER, DOUGLAS O 140 MANLEY, THERESA K. (DOZZI, THERESA K.) 140 MARDELLI, T. JOSEPH TTEE MONEY PURCHASE & PENSION TRUST FBO T JOSEPH MARDELLI 140 MARSH, ALBERT P.MARSH, ANGELA A. JT TEN 140 MAURICE, DEBORAH BUFFUM C/O ALEX C. HOROWITZ 140 MAXWELL, JAMES T. MD 140 MCGINN, JOHN M.D.PROFIT SHARING PLAN DATED 9/25/85 280 MCGURN, WILLIAM MCGURN, DARLENE 280 MCLARNEY, CHARLES PATRICK MCLARNEY, MARTINA J 140 MCNEE, JOHN C.MCNEE, DOROTHY M. JT TEN 140 MEMORIAL MEDICAL CENTER FOUNDATION ATTN: TIM JACKERT 140 MERHAUT, JAMES 2 METZE, JARRED R. METZE, BRENDA JTWROS 280 MICHAUD, JOSEPH E. MICHAUD, JONETTE 561 MIDLAND INC 280 MILLER, BRUCE 7,719 MILLER, DAVID C 280 MILLER, GORDON 217 MILLER, HARRIET C 280 MILLER, JOHN H. III 280 MILLER, RICHARD P 561 MILLS, JANICE M 1 MOORE, ALLEN III & ANNE TRUSTEES FBO ALLEN MOORE III TRUST DTD 7-27-87 280 MOORMAN, DALE & MILDRED 280 MORGAN, DONALD G 280 MORRIS, JANET M 7,719 MORTON, SCOTT M 1 MOSS, WILLIAM F 140 MUTRUX, PHILIPPE G 140 NASON, IRVING C. MD TTEE IRVING C NASON MD PENSION PLAN 140 NEAL, W. RONALD NEAL, MONA S. JT. TEN 140 NETTLES, CHARLES NETTLES, EMMA JTWROS 140 NIMEH, NADIM 140 NOLAN, DAVID AND NOLAN, CYNTHIA JTWROS 140 NORTHEAST VENTURES ATTN: W. BRIAN SATTERLEE 809 NUBER, CLARK & CO CONTRIBUTORY PROFIT SHARING PLAN AND TRUST FBO THOMAS J SEDLOCK 140 O'DONNELL & MASUR, L.P.ATTN: MARK MASUR 416 ONEIDA SURGICAL PC PENSIONPLAN TRUST DTD 6/15/73 FBO ROBERT E. PICKELS, JR. MD 140 OTTEMAN, MERLIN DR. NORTHERN COLO. SURGICAL ASSOC 140 PACIFIC VENTURE FINANCE ATTN: NATHALIE WESSLING 178 PAINEWEBBER FBO PAINEWEBBER DEVELOPMENT CORP. CARRIED INTEREST SHARING PLAN 360 PAINEWEBBER FBO PAINEWEBBER DEVELOPMENT CORP 1,158 PAINEWEBBER INC. FBO ANDREW, FRED W 140 PAINEWEBBER INC. FBO ASHTON, CHARLES F IRA 140 PAINEWEBBER INC. FBO BEARD, ESTHER ANN (IRA) 140 PAINEWEBBER INC. FBO BIBBY, DOUGLAS IRA 140 PAINEWEBBER INC. FBO BREWER, LESLIE IRA 140 PAINEWEBBER INC. FBO CAROL SHRIBER IRA 140 PAINEWEBBER INC. FBO CRONIN, TERRENCE DR. IRA 561 PAINEWEBBER INC. FBO CROSSLAND, MERLE F IRA 140 PAINEWEBBER INC. FBO DAVENPORT, JEAN MCLEAN 140 PAINEWEBBER INC. FBO DUNN, WILLIAM W IRA 140 PAINEWEBBER INC. FBO FOLEY, TIMOTHY W IRA 140 PAINEWEBBER INC. FBO GERIAK, JAMES W. IRA 280 PAINEWEBBER INC. FBO HANDY, PETER 140 PAINEWEBBER INC. FBO MICHIGAN AVENUE NAT'L BANK FBO JACK M. BUFFINGTON HR-10 280 PAINEWEBBER INC. FBO PAUL, IRVING A IRA 140 PAINEWEBBER INC. FBO ROGERS, JOHN W 140 PAINEWEBBER INC. FBO ROSE, PAUL F 140 PAINEWEBBER INC. FBO RUCINSKI, TIM SEP IRA 140 PAINEWEBBER INC. FBO SECURITY PACIFIC TRUSTEE FOR ROBERT L. SHIPP SR. IRA 561 PAINEWEBBER INC. FBO SLEEPER, MITCHELL IRA 280 PAINEWEBBER INC. FBO WAHLERT, ROBERT C/O FDL FOODS 140 PAINEWEBBER INC. FBO WEST, DOUGLAS M IRA 140 PAINEWEBBER TRUST COMPANY METZGER, FRANK C KEOGH 140 PAINEWEBBER TRUST COMPANY FBO GILMER, JOHN H KEOGH 140 PATCH, RICHARD A 140 PATHOLOGY ASSOCIATES INC TTEE FBO FRANK B KIMBAL PROFIT SHARING PLAN 140 PATTON, EUGENE J 561 PEARSON, HAI 1 PEDIATRICS & ADOLESCENT MEDICINE INC. MONEY PURCHASE PLAN & TRUST ATTN: E. LITWER 140 PENFOLD, MARGARET 561 PENGUE, M. LOUIS 7,719 PENN, FRANK R 140 PENOBSCOT RESPIRATORY PENSION PLAN FBO EDWARD M. HARROW 140 PETRIK, JACK S 140 PHILLIPS, JAMES W 280 PICKETT, JAMES M 49 PISTOLE, MICHAEL DEFINED CONT PENSION PLAN EMPLOYEE OF MICHALE PISTOLE 140 POLAVRAPU, VENUGOPALAKRISHNA POLAVRAPU, ARUNA JTWROS 140 POPS, RICHARD F 37 PRATER, LETHA M 140 PREIS, WILLIAM PREIS, IRENE M. JTWROS 140 PRINGLE COMPANY, THE ATTN: ROGER PRINGLE 563 PRINSTER, LEO T 561 PULMONARY MEDICINE ASSOCIATES PROFIT SHARING PLAN FBO JOSEPH HENRY 280 PULVARI, CHARLES F 140 RANDLES, THOMAS L 140 RAVENDHRAN, NATARAJAN DR 140 RAYTHEON COMPANY ATTN: DAVE DWELLEY VP OF STRATEGIC BUS. DEVELOP 90,485 READING, AGNES PEARSON TTEE FOR THE AGNES PEARSON READING REVOCABLE TRUCT U/A/D 6-26-94 140 REDDY, KUMAR S 140 REED, JACK W 140 REIDENBACH, FREDERICK N 140 RETIREMENT ACCOUNTS, INC FBO IRWIN, RONALD B IRA 140 RETIREMENT ACCOUNTS, INC. FBO IRWIN, MERRY E IRA 140 RILEY, LAURA 561 RISK, JOHN W. TTEE JOHN W. RISK LIVING TRUST C/O PAM MOTLAGH - FORD MOTOR CO 140 RIVERS, ROBERT RIVERS, DOREEN JTTEN 140 ROBINSON, PATRICIA 280 ROSS, MICHAEL J. ROSS, JENNIFER COMM PROP 140 ROSSI, ROBERT A 140 ROTH, KATHLEEN 140 ROTHMAN, PAUL 280 RUCINSKI, TIMM 561 RUFENER RAYMOND E. , MARTHA J. JTWROS 140 RUTIGLIANO, ESTATE OF CHARLES R 17 RUTLAND, GEORGE 5 SAHARIA, PRAKASH C.SAHARIA, REETA JT TEN 140 SALIBA, RUTH 140 SALZMAN, JEFFREY 421 SANCHALA, VAJUBHAI DR. SANCHALA, SARSLOATI JTWROS 140 SAWYER JR., W. TOM 561 SAYEGH, JOSEPHINE 140 SAYEGH, PAUL 140 SCHLOTZHAUER, DALE E 5,435 SCHLOTZHAUER, DALE ELIZABETH 23,158 SCHLOTZHAUER, DALE ELIZABETH 19 SCHLOTZHAUER, DALE ELIZABETH 19 SCHMIDT, PAUL SCHMIDT, KATHLEEN JT TEN 140 SEITZ, DANIEL WARD 280 SHAW, OLIVER TRUSTEE FBO OLIVER SHAW LIVING TRUST DTD 9/12/91 280 SHEPELA, JOSEPH C. SHEPELA, KAREN S. TTEES SHEPELA FAMILY TRUST 280 SHEPHERD, JAMES W 1 SIMPSON, STANLEY S. SIMPSON, WENDY S 280 SKARSTON, ROGER A 280 SMAHA, AL 140 SMITH & QUIMBY PARTNERSHI C/O COLONIAL CARPETS 140 SMITH, DONALD LITTLEFIELD AND SMITH ASSOCIATES 1 SODERLAND, ROBERT A. TTEE ROBERT A. SODERLAND LIVING TRUST 140 SOLTESZ, LADISLAO (LES) 49 SOUTHERN ARIZONA ANESTESIA SERVICE PC MON PUR PEN PL&TR AGMT UAD 7-11-85 FBO RONALD W YAKAITIS 140 SPAULDING, C. ARTHUR TTEE C. ARTHUR SPAULDING LVG TRUST 140 SPIGELMIRE, EILEEN C 140 SPOKANE RADIATION ONCOLOGY ASSOCIATES PROFIT SHARING PLAN FBO DONALD A. SCHMUTZ, M.D 140 STANTON S. BERMAN MD PS PROFIT SHARING PLAN 140 STATE FARM MUTUAL INSURANCE CO.ATTN: JOHN CONCKLIN INVESTMENT DEPARTMENT 10,413 STEIN, H. THOMAS STEIN, MADLYN W. JTWROS 140 STEVENS, KENNY 561 STEVENS, RONALD W. STEVENS, ROSEMARY N. JTWROS 561 STRONG, F. CALVERT 140 STRONG, F. CALVERT & SMISSEN, PATRICIA JOAN CO-TTES OF THE FRANCIS L.BUFFUM REV LIV TR UAD 12/9/92 140 SUSZ, MARK A. C/O INTER STATE SERVICE INC 561 SWANSON, MICHAEL SWANSON, MARTHA JTWROS 140 TESTA, ESTHER C.REVOCABLE TRUST 140 THE VICTOR FREEMAN INC PROFIT SHARING PLAN 140 THOMPSON, HUGH C. III 140 THORNER, BRITTMARIE 140 TOONE,EUGENE&WENAAS, JOHN E.J. COTTEES ARIZONA ORAL & MAXILLOFACIAL SURGEONS, P.C PSP DTD 5-1-72 FBO: JOHN E.J. WENAAS 140 TOUCHSTONE, BLAKE 561 TRUSLOW, CAROLINE 280 UDY, DOYLE C 280 UNION VENTURE CORPORATION ATTN: MIKE NAKAMA 1,919 WALKER, HOWARD A 561 WALLER, WILLIAM 140 WANG, ELISE T 27 WARD, JOHN M 140 WARTHMAN, FORREST 140 WASHINGTON, J. BARRY 140 WEBSTER, FRANK A. FBO JONATHAN A. WEBSTER CUST 140 WEEDEN CAPITAL MANAGEMENT ATTN: TOM FLAHERTY 220 WEINER, LAWRENCE WEINER, JOAN JT TEN 140 WEINER, STANFORD A 140 WEISS, WILLIAM J.WEISS, LOLA W 561 WEISSBERG, GLORIA 561 WELCH, HENRY W. TTEE FOR THE EDITH H. WELCH FAMILY TRUST DTD 12/29/83 280 WESTMINSTER MEMORIAL PARK INC 140 WESTMORELAND, WILLIAM 3,860 WIATER, JEROME P. MDPC 140 WILKINSON, LAWRENCE 140 WILLIAM T. MCGURN INC.PENSION PLAN AND TRUST 140 WILLIAM T. MCGURN INC.PROFIT SHARING PLAN & TRUST 140 WILLIAMS, LESLIE L 140 WILLSON, J. G. JR PARTNER JGW & COMPANY 140 WILSON, DOROTHY 4 WILSON, GEORGE 43 WILSON, GEORGE R.TRUSTEE FOR CHERYL WILSON 1 WILSON, GEORGE R.TRUSTEE FOR CURTIS WILSON 1 WILSON, GEORGE R.TRUSTEE FOR DAVID WILSON 1 WILSON, GEORGE R.TRUSTEE FOR JILL WILSON 1 WITT, AXEL WITT, MARGARET 561 WOO, DONNA JUNG 50 WOODSON, RONALD G. M.D. TTEE RONALD G. WOODSON,M.D. INC PROFIT SHARING PLAN 140 XANDER, ALBERT 140 YEDDIS, ABE & BARBARA TEN ENT 140 YERKES, DOUGLAS D 561 YOAKAM, ROBERT E 841 YOCUM, MARTIN D.PHYLLIS D YOCUM COMM PROP 280 YOUNG, WILLIAM D.YOUNG, SHARYN JT TEN 280 ZICKUS, DONALD C 140 ------- 804,407
- ------------------- (1) This selling shareholder served as an employee of BIT prior to the Company's acquisition of certain assets of BIT and currently serves as an employee of a subsidiary of the Company . PLAN OF DISTRIBUTION The shares of Common Stock covered hereby may be distributed from time to time by BIT to the Selling Shareholders, or sold or distributed from time to time by or for the account of BIT or the Selling Shareholders. BIT and the Selling Shareholders will act independently of the Company in making decisions with respect to their respective sales of the shares. The Selling Shareholders may sell or distribute some or all of the Shares from time to time through underwriters or dealers or brokers or other agents or directly to one or more purchasers, in transactions (which may involve block transactions) on Nasdaq, privately negotiated transactions or in the over-the-counter market, or in a combination of such transactions. Such transactions may be effected by the Selling Shareholders at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. Brokers, dealers, agents or underwriters participating in such transactions as agent may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders (and, if they act as agent for the purchaser of such shares, from such purchaser). Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Shareholders in connection with such sales. The Selling Shareholders and any such underwriters, brokers, dealers or agents that participate in such distribution may be deemed to be "underwriters" within the meaning of the Securities Act, and any discounts, commissions or concessions received by any such underwriters, brokers, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Neither the Company nor the Selling Shareholders can presently estimate the amount of such compensation. The Company knows of no existing arrangements between any Selling Shareholder and any other Selling Shareholder, underwriter, broker, dealer or other agent relating to the sale or distribution of the Shares. Under applicable rules and regulations under the Exchange Act, any person engaged in a distribution of any of the Shares may not simultaneously engage in market activities with respect to the Common Stock for a period of nine business days prior to the commencement of such distribution. In addition and without limiting the foregoing, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7, which provisions may limit the timing of purchases and sales of any of the Shares by the Selling Shareholders. All of the foregoing may affect the marketability of the Common Stock. The Company will pay substantially all of the expenses incident to this Offering of the Shares by the Selling Shareholders to the public other than commissions and discounts of underwriters, brokers, dealers or agents. LEGAL MATTERS The validity of the Shares offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, a Professional Corporation. EXPERTS The consolidated financial statements and schedule of Sierra Semiconductor Corporation included in the Sierra Semiconductor Corporation's Annual Report (Form 10-K) for the year ended December 31, 1995, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report included therein and incorporated herein by reference. Such consolidated financial statements are incorporated by reference herein in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the expenses payable by the Registrant in connection with the filing of this Registration Statement (1). Securities and Exchange Commission Filing Fee..........................$3,001.29 Nasdaq Additional Listing Fee.........................................$10,240.00 Printing and Engraving Expenses........................................ -- Legal Fees and Expenses................................................$5,000.00 Accounting Fees and Expenses...........................................$5,000.00 Blue Sky Fees and Expenses............................................. -- Transfer Agent and Registration Fees...................................$1,000.00 Miscellaneous expenses.................................................$1,758.71 --------- Total........................................................$26,000.00 (1) All of such expenses, other than the filing fee for the Commission, are estimates and are subject to future contingencies. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California Corporations Code authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. The Company's Restated Articles of Incorporation and Bylaws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the California Corporations Code. In addition, the Company has entered into Indemnification Agreements with its officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the California Corporation Law and the Bylaws of the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 16. EXHIBITS The following exhibits are filed as part of this Registration Statement: NUMBER EXHIBIT DESCRIPTION 5.1 Opinion of Counsel as to the validity of the Shares. 23.1 Consent of Counsel (included in Exhibit 5.1 above). 23.2 Consent of Ernst & Young LLP. 24.1 Power of Attorney (see page II-3). ITEM 17. UNDERTAKINGS. (a) 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed with or furnished by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose 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 herein, 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. (b) 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 this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as 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 the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question 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. 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-3 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on October 23, 1996. SIERRA SEMICONDUCTOR CORPORATION By: /s/ JAMES V. DILLER ------------------------------------------ James V. Diller Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) (Duly Authorized Officer) Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints James V. Diller and Glenn C. Jones, and each of them, his true and lawful attorneys-in-fact, and agents, 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 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 to be done in and about the premises, 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 any of them, or their or his substitute or substitutes, may lawfully do so or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or amendment thereto has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /S/ JAMES V. DILLER Chief Executive Officer October 23, 1996 - -------------------- (Principal Executive Officer) James V. Diller and Chairman of the Board of Directors /S/ GLENN C. JONES Senior Vice President, October 23, 1996 - -------------------- Finance and Chief Financial Glenn C. Jones Officer (Principal Financial and Accounting Officer) /S/ALEXANDRE BALKANSKI Director October 23, 1996 - -------------------- Alexandre Balkanski /S/ MICHAEL L. DIONNE Director October 23, 1996 - --------------------- Michael L. Dionne /S/ FRANK J. MARSHALL Director October 23, 1996 - --------------------- Frank J. Marshall EXHIBIT INDEX NUMBER EXHIBIT DESCRIPTION 5.1 Opinion of Counsel as to the validity of the Shares. 23.1 Consent of Counsel (included in Exhibit 5.1 above). 23.2 Consent of Ernst & Young LLP. 24.1 Power of Attorney (see page II-3). Exhibit 5.1 WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1050 JOHN ARNOT WILSON TELEPHONE 415-493-9300 FACSIMILE 415-493-6811 RETIRED October 23, 1996 Sierra Semiconductor Corporation 2075 North Capitol Avenue San Jose, CA 95132 Re: Sierra Semiconductor Corporation Registration Statement on Form S-3 Gentlemen & Ladies: In connection with the preparation and filing of a Form S-3 Registration Statement under the Securities Act of 1933, as amended, relating to the distribution by Bipolar Integrated Technology, Inc. ("BIT") to its stockholders, or resale or distribution by or for the account of BIT or of those stockholders, of up to 804,407 shares of the Company's Common Stock ("Shares"), all of which are issued and outstanding, we have examined originals or copies of corporate records, certificates of public officials and officers of the Company and other instruments relating to the authorization and issuance of such shares of Common Stock as we have deemed relevant and necessary for the opinion hereinafter expressed. On the basis of the foregoing, we are of the opinion that the issuance of the Shares has been duly authorized by the Board of Directors of the Company, and the Shares are validly issued, fully paid and nonassessable. We hereby consent to the filing of the opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement. Sincerely, /s/ Wilson Sonsini Goodrich & Rosati ------------------------------------ WILSON SONSINI GOODRICH & ROSATI Professional Corporation Exhibit 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3), and related Prospectus of Sierra Semiconductor Corporation for the registration of 804,407 shares of its common stock and to the incorporation by reference therein of our report dated January 17, 1996, with respect to the consolidated financial statements and schedules of Sierra Semiconductor Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ------------------------- ERNST & YOUNG LLP San Jose, California November 4, 1996 -----END PRIVACY-ENHANCED MESSAGE-----