-----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, TYplmjzoyi4EFD1YvAh8gTXjRxt6cBqKemyL8bSpVo3MZ8vVBYaNBDrEIJnNgRpE KuipaRz4Zvf66YmpIOz0fg== /in/edgar/work/20000802/0000912057-00-034293/0000912057-00-034293.txt : 20000921 0000912057-00-034293.hdr.sgml : 20000921 ACCESSION NUMBER: 0000912057-00-034293 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PMC SIERRA INC CENTRAL INDEX KEY: 0000767920 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 942925073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-19084 FILM NUMBER: 684498 BUSINESS ADDRESS: STREET 1: 250 900 EAST HAMILTON AVE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 6044156000 MAIL ADDRESS: STREET 1: 8555 BAXTER PLACE STE 105 STREET 2: BURABURY BRITISH COLUMBIA CITY: CANADA V5A 4V7 STATE: A1 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: SIERRA SEMICONDUCTOR CORP DATE OF NAME CHANGE: 19950419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUANTUM EFFECT DEVICES INC CENTRAL INDEX KEY: 0001093272 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 770290544 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: C/O COOLEY GODWARD LLP STREET 2: FIVE PALO ALTO SQUARE, 3000 EL CAMINO RE CITY: PALO ALTO STATE: CA ZIP: 95054 BUSINESS PHONE: 94306-2155 MAIL ADDRESS: STREET 1: 3255-3 SCOTT BOULEVARD STREET 2: SUITE 200 CITY: SANTA CLARA STATE: CA ZIP: 95054 425 1 a425.txt PRESS RELEASE Filed by Quantum Effect Devices, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Quantum Effect Devices, Inc. Commission File No. 0-29109 [PMC-SIERRA LETTERHEAD] PRESS RELEASE PMC-SIERRA CONTACTS: QED CONTACT: John W. Sullivan Susan Kirk Tom Riordan VP Finance & CFO Marketing Communications President & CEO Tel: +1 604 415 6145 Tel: +1 604 415 6065 Tel: +1 408 565 0301 Fax: +1 604.415.6240 Fax: +1 604 415 6011 Fax: +1 408 330 0435 Sullivan@pmc-sierra.com Susan_kirk@pmc-sierra.com Riordan@qedinc.com - ----------------------- ------------------------- ------------------ PMC-SIERRA ANNOUNCES HSR CLEARANCE OF MERGER WITH QUANTUM EFFECTS DEVICES QED STOCKHOLDERS TO VOTE ON THE MERGER ON AUGUST 23, 2000. August 1, 2000 -- Campbell, CA -- PMC-Sierra, Inc. (NASDAQ:PMCS) today announced that the Federal Trade Commission has granted early termination of the antitrust waiting period for PMC-Sierra's proposed merger with Quantum Effect Devices, Inc. (NASDAQ:QEDI). The merger is now subject only to Quantum Effect Devices stockholder approval and the other closing conditions specified in the merger agreement. A special meeting of Quantum Effect Devices' stockholders has been set for August 23, 2000. If Quantum Effect Devices' stockholders approve the merger at the meeting and the other closing conditions to the merger are satisfied, the companies expect to close the transaction shortly after the meeting is completed. ABOUT PMC-SIERRA PMC-Sierra's extensive family of broadband communication semiconductors is enabling the equipment that makes up the backbone of the Internet. The company develops Internet Protocol (IP), ATM, SONET/SDH, T1/E1/T3/E3, Voice-over-Packet and wireless infrastructure solutions for wide area network and Internet infrastructure equipment. PMC-Sierra's quality system is registered with the Quality Management Institute to the ISO 9001 standard. As co-founder of the SATURN-Registered Trademark- Development Group, PMC-Sierra works with over 30 other member companies to define and develop interoperable, standard-compliant solutions for high speed networking applications. PMC-Sierra offers worldwide technical and sales support including a network of offices throughout North America, Europe and Asia. PMC-Sierra is publicly traded on the Nasdaq Stock Market under the symbol "PMCS". The company is included in the Nasdaq-100 Index (NDX) which contains the largest non-financial companies on the Nasdaq Stock Market. The Nasdaq-100 Index is the benchmark for the Nasdaq-100 Index Tracking Stock (Amex:QQQ). For more information about PMC-Sierra, visit http://www.pmc-sierra.com. ------------------------- ABOUT QUANTUM EFFECT DEVICES Quantum Effect Devices, Inc., founded in 1991, designs, develops and markets high-performance, cost-effective, market-driven embedded microprocessor solutions. QED's RM5200 and RM7000 product families include 32- and 64-bit embedded microprocessors targeted at fast-growing communications markets including Internet access devices, routers, switches, optical transport systems and other high-speed networking applications. SATURN-Registered Trademark- is a registered trademark of PMC-Sierra, Inc. PMC-Sierra-TM- is a trademark of PMC-Sierra, Inc. MIPS is a registered trademark of MIPS Technologies, Inc. RISCMark, RM5230, RM5260, RM5270, RM52xx, RM5231, RM5261, RM5271, RM52x1 and RM7000 are trademarks of QED, Inc. All other trademarks mentioned herein are the property of their respective owners. ### ADDITIONAL INFORMATION PMC-Sierra has filed a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission, or SEC, in connection with the merger. The SEC declared the Registration Statement effective on July 28, 2000. Quantum Effect Devices has mailed a Proxy Statement/Prospectus to its stockholders containing information about the merger. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully. The Registration Statement and the Proxy Statement/Prospectus contain important information about PMC-Sierra, Quantum Effect Devices, the merger and related matters. Investors and security holders are able to obtain free copies of these documents through the web site maintained by the SEC at http//www.sec.gov. In addition to the Registration Statement and the Proxy Statement/Prospectus, PMC-Sierra and Quantum Effect Devices file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements and other information filed by PMC-Sierra and Quantum Effect Devices at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's other public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on public reference rooms. PMC-Sierra's and Quantum Effect Devices' filings with the SEC also are available to the public from commercial document-retrieval services and at the web site maintained by the Commission at http//www.sec.gov. Quantum Effect Devices, its directors, executive officers and certain members of management and employees may be soliciting proxies from Quantum Effect Devices' stockholders in favor of the adoption of the merger agreement. A description of any interests that Quantum Effect Devices' directors and executive officers have in the merger is available in the Proxy Statement/Prospectus. Certain statements contained herein, including the statements regarding the expected closing date of the merger of PMC-Sierra and Quantum Effect Devices, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. Risks and uncertainties that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, the volatility of our stock prices, our failure to realize the expected benefits of the merger, the disruption of our businesses caused by the integration process and other factors discussed in the Registration Statement on Form S-4 and the reports filed by PMC-Sierra and Quantum Effect Devices with the SEC. The forward-looking statements contained in this news release are made as of the date hereof and neither PMC-Sierra nor Quantum Effect Devices assumes any obligation to update the reasons why actual results could differ materially from those projected in the forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----