-----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, WWpkKrx/UTnTe3abHJAGmlWc2TmfNxIX+zWRHvwzhy5Z3Z9AwOsQ08UwXcsRQ/Wp cCTvLORN2nOpPjIn4vkdZw== 0000891618-99-004392.txt : 20000211 0000891618-99-004392.hdr.sgml : 20000211 ACCESSION NUMBER: 0000891618-99-004392 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEVEL ONE COMMUNICATIONS INC /CA/ CENTRAL INDEX KEY: 0000908985 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330128224 STATE OF INCORPORATION: CA FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-37957 FILM NUMBER: 99720538 BUSINESS ADDRESS: STREET 1: 9750 GOETHE RD CITY: SACRAMENTO STATE: CA ZIP: 95627 BUSINESS PHONE: 9168555000 MAIL ADDRESS: STREET 1: 9750 GOETHE ROAD CITY: SACREMENTO STATE: CA ZIP: 95827 POS AM 1 POST EFFECTIVE AMENDMENT NO.2 TO FORM S-3 1 As filed with the Securities and Exchange Commission on September 30, 1999 Registration No. 333-37957 ==================================================================================================================
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 To FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 Level One Communications, Incorporated (Exact name of registrant as specified in its charter) Delaware 33-0128224 (State of Incorporation) (I.R.S. Employer Identification No.)
9750 Goethe Road Sacramento, California 95827 (916) 855-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ROBERT S. PEPPER, Ph.D. 9750 Goethe Road Sacramento, California 95827 (916) 855-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: JOHN KEHOE GILLES S. ATTIA, ESQ. KENNETH R. LAMB, ESQ. 9750 Goethe Road Gray Cary Ware & Freidenrich LLP PETER T. HEILMANN, ESQ. Sacramento, California 95827 400 Capitol Mall, Suite 2100 Gibson, Dunn & Crutcher LLP (916) 855-5000 Sacramento, California 95814 One Montgomery Street, Telesis Tower (916) 930-3200 San Francisco, California 94104 (415) 393-8287
Approximate date of commencement of proposed sale to the 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, please 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.|_| 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 from 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.|_| 2 DEREGISTRATION OF SECURITIES The purpose of this Post-Effective Amendment No. 2 (this "Amendment") to the Registration Statement on Form S-3 (Registration No. 333-37957) (the "Registration Statement") of Level One Communications, Incorporated, a Delaware corporation ("Level One"), is to deregister all securities registered pursuant to the Registration Statement but unissued as of the date this Amendment is filed. The Registration Statement was filed pursuant to that certain Registration Rights Agreement, dated as of August 15, 1997, between the initial purchasers of the 4% Convertible Subordinated Notes due 2004 (the "Notes") and Level One (the "Registration Rights Agreement"). Under the Registration Rights Agreement, Level One agreed to use its best efforts to keep the Registration Statement effective until the earlier of the date two years after September 25, 1997 or the date that the Registration Statement is no longer required for transfer of the securities registered thereby. Post-Effective Amendment No. 1 to the Registration Statement deregistered the offer and sale of all shares of Level One common stock, $0.001 par value per shares, registered pursuant to the Registration Statement. This Amendment deregisters the offer and sale of the Notes by the holders thereof. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento, and State of California, on this 29th day of September, 1999. LEVEL ONE COMMUNICATIONS, INCORPORATED By: /s/ Robert S. Pepper -------------------------------------- Robert S. Pepper, President and Director Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures Title Date ----------------------------------- ------------------------------- ------------------ /s/ Robert S. Pepper President and Director September 29, 1999 - ------------------------------------- (Principal Executive Officer) (Robert S. Pepper) /s/ Arvind Sodhani Vice President and Treasurer September 29, 1999 - ------------------------------------- (Principal Financial Officer and (Arvind Sodhani) Principal Accounting Officer) /s/ Patrice C. Scatena Director September 29, 1999 - ------------------------------------- (Patrice C. Scatena) /s/ Robert H. Perlman Director September 29, 1999 - ------------------------------------- (Robert H. Perlman) /s/ Kalavathi Srinivasan Director September 29, 1999 - ------------------------------------- (Kalavathi Srinivasan)
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