<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1996.
REGISTRATION NO. 333-01187
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMATI COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-1675494
(State or other jurisdiction (I.R.S. employer
of incorporation or identification
organization) number)
</TABLE>
3801 ZANKER ROAD, P.O. BOX 5143, SAN JOSE, CALIFORNIA 95150 (408) 433-3300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JAMES E. STEENBERGEN
AMATI COMMUNICATIONS CORPORATION
3801 ZANKER ROAD, P.O. BOX 5143, SAN JOSE, CALIFORNIA 95150
(408) 433-3300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
with copies of all orders, notices and communications to:
Richard A. Peers
Stephen C. Ferruolo
Heller Ehrman White & McAuliffe
525 University Avenue, Palo Alto, California 94301 (415) 324-7000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
------------------------
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. /X/
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<PAGE>
AMATI COMMUNICATIONS CORPORATION
CROSS-REFERENCE SHEET BETWEEN ITEMS IN FORM S-3 AND
PROSPECTUS PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
ITEM NO. FORM S-3 CAPTION HEADING IN PROSPECTUS
- ---------- -------------------------------------------------- --------------------------------------------------
<S> <C> <C>
Item 1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus................... Outside Front Cover Page of Prospectus
Item 2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... Available Information
Item 3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................ Recent Developments, Risk Factors
Item 4. Use of Proceeds................................... Use of Proceeds
Item 5. Determination of Offering Price................... Not Applicable
Item 6. Dilution.......................................... Not Applicable
Item 7. Selling Security Holders.......................... Selling Stockholders
Item 8. Plan of Distribution.............................. Plan of Distribution
Item 9. Description of Securities to be Registered........ Description of Capital Stock
Item 10. Interests of Named Experts and Counsel............ Legal Matters; Experts
Item 11. Material Changes.................................. Recent Developments
Item 12. Incorporation of Certain Information by
Reference........................................ Documents Incorporated by Reference
Item 13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... Information Not Required in the Prospectus
</TABLE>
<PAGE>
PROSPECTUS
3,544,954 SHARES ALL OF WHICH ARE BEING
SOLD BY THE SELLING STOCKHOLDERS
AMATI COMMUNICATIONS CORPORATION
All of the 3,544,954 shares (the "Shares") of Common Stock, $.20 par value,
(the "Common Stock") of Amati Communications Corporation (the "Company") offered
by this prospectus (the "Prospectus") are being sold by the holders of the
Shares (each individually, a "Holder" and collectively, the "Selling
Stockholders") named in this Prospectus. See "Selling Stockholders." The Company
will not receive any of the proceeds from the sale of Shares by the Selling
Stockholders.
The Company has not made any underwriting arrangements with respect to the
Shares. The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "AMTX". On February 29, 1996, the closing price for the Common Stock,
as reported on the Nasdaq National Market, was $6.75.
Shares covered by this Prospectus may be offered for sale from time to time
by the Selling Stockholders at such prices and on such terms as may then be
obtainable, in negotiated transactions, or otherwise. Each Holder has entered
into an agreement with the Company that restricts the right of such Holder to
offer or sell the Shares (each an "Affiliate's Agreement" and collectively the
"Affiliate's Agreements"). In addition, pursuant to a registration rights
agreement between the Selling Stockholders and the Company (the "Registration
Rights Agreement"), the Selling Stockholders have agreed to offer or sell the
Shares only during the period commencing three days after the date of a press
release announcing the Company's quarterly earnings and generally ending 45 days
after such date and any other periods the Company allows trading by its officers
and directors ("Window Periods"). Pursuant to the Registration Rights Agreement,
the Company has the right at any time not to open a Window Period or, during an
open Window Period, to suspend offers and sales of Shares. See "Plan of
Distribution."
This Prospectus may be used by the Selling Stockholders or by any
broker-dealer who may participate in sales of securities covered hereby. The
Selling Stockholders and the brokers and dealers through whom such sales are
effected may be deemed to be underwriters under the Securities Act of 1933, as
amended (the "Securities Act"). The Selling Stockholders will pay all
commissions, transfer taxes, and other expenses associated with the sales of
securities by them. Pursuant to the Registration Rights Agreement, the Company
has paid the expenses of the preparation of this Prospectus and the Company has
agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities arising under the Securities Act.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act with respect to
the securities offered by this Prospectus. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement and
the exhibits thereto, which may be examined without charge at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of which may be obtained from
the Commission upon payment of the prescribed fees.
------------------------
SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
(SEE "RISK FACTORS.")
---------------------
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 March 8, 1996
<PAGE>
No dealer, salesman, or any other person has been authorized to give any
information or to make any representations or projections of future performance
other than those contained in this Prospectus, and any such other information,
projections, or representations, if given or made, must not be relied upon as
having been so authorized. The delivery of this Prospectus or any sale hereunder
at any time does not imply that the information herein is correct as of any time
subsequent to its date. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction where, and to any person 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 "1934 Act") and in accordance therewith
files reports, proxy statements and other information with the Commission. Such
Registration Statement, reports, proxy statements and other information can be
inspected and copied at public reference facilities maintained by the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of
such material can be obtained at prescribed rates from the Public Reference
Section of the Commission at such address. Such reports, proxy statements and
other information can also be inspected at the Commission's regional offices at
7 World Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison,
Chicago, Illinois 60661, and at the offices of the Nasdaq Stock Market at 9513
Key West Avenue, Rockville, Maryland 20850-3389.
DOCUMENTS INCORPORATED BY REFERENCE
There are hereby incorporated in this Prospectus by reference the following
documents filed pursuant to the 1934 Act: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended July 29, 1995; (ii) the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended October 28, 1995; (iii) the
Company's Proxy Statement for the Annual Meeting of Shareholders held on
December 9, 1994; (iv) the Company's Amendment No. 3 to Registration Statement
on Form S-4 (33-62023) filed with the Commission on October 16, 1995, relating
to the merger of the Company and the former Amati Communications Corporation;
(v) the Company's Current Report on Form 8-K for November 28, 1995, as amended;
and (vi) the description of the Company's securities contained in its form 8-A
Registration Statements filed pursuant to Section 12 of the 1934 Act.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents which are
not specifically incorporated by reference into the information that this
Prospectus incorporates. Requests for such copies should be directed to: Amati
Communications Corporation, 3801 Zanker Road, P.O. Box 5143, San Jose,
California 95150, Attention: Investor Relations, Telephone (408) 433-3300.
2
<PAGE>
RECENT DEVELOPMENTS
On November 28, 1995 the Company, formerly ICOT Corporation, and the former
Amati Communications Corporation ("Old Amati"), a privately held Mountain View,
California based company, completed the merger (the "Merger") by which Old Amati
became a wholly-owned subsidiary of the Company. In connection with the Merger,
the Company's name was changed from "ICOT Corporation" to "Amati Communications
Corporation" and on November 29, 1995 the trading symbol for the Company's stock
on the Nasdaq National Market was changed to "AMTX". The Company's principal
business prior to the Merger was to develop, manufacture, market and service
network connectivity products for sales to end-users and original equipment
manufacturers; the business of Old Amati acquired in the Merger is the
development of advanced transmission systems utilizing Discrete Multi-tone
("DMT") technology to provide high speed transmission over copper and cable
media. In 1993, Old Amati's DMT technology was selected as the American National
Standards Institute ("ANSI") standard for Asymmetric Digital Subscriber Line
("ADSL") transmission and, as a result, is recognized as the United States
standard for ADSL. Under the terms of the Merger Agreement, the shareholders,
warrant holders and option holders of Old Amati acquired approximately 35%
(6,788,924) of the fully diluted shares of the Company. The Company is not
expected to operate profitably in the foreseeable future.
3
<PAGE>
RISK FACTORS
The information about the Company included or incorporated by reference
herein contains forward looking statements that involve risks and uncertainties,
including the risks detailed below. The Shares of Common Stock offered hereby by
the Selling Stockholders involve a high degree of risk and prospective
purchasers should carefully consider the following factors.
EXPECTED FUTURE LOSSES. Due in part to the Merger, the Company is not
expected to operate profitably in the foreseeable future. In the first six
months of fiscal 1996, the Company reported a loss of $31,383,000, including a
one-time writeoff of $31,554,000 for in process research and development
resulting from the Merger. The Company expects to continue to incur losses in
future years. There can be no assurance that the Company will return to
profitability. Any long-term viability, profitability and growth from the
Company's technology will depend upon successful commercialization of products
resulting from its research and product development activities. Extensive
additional research and development will be required prior to commercialization
of certain products. There can be no assurance that the Company will be able to
develop commercially viable products from the technology, generate significant
revenues and/or achieve profitability.
NEED FOR ADDITIONAL CAPITAL. The Company's future capital requirements
depend on many factors, including sales levels, progress in research and
development programs, establishment of collaborative agreements, and costs of
manufacturing and commercialization activities. The Company secured a line of
credit for $1,200,000 as of January 27, 1996. It is likely that the Company will
seek additional funding through collaborative agreements or through public or
private sales of its securities. There can be no assurance that additional
funding will be available on acceptable terms, if at all. If adequate funds are
not available, the Company could be required to curtail significantly or defer,
temporarily or permanently, one or more of its research and development programs
or to obtain funds through arrangements that may require the Company to
relinquish certain technology or product rights.
MARKET FOR ADSL PRODUCTS STILL UNDER DEVELOPMENT; PRINCIPAL ADSL MARKET
OUTSIDE OF THE UNITED STATES. ADSL was developed to transmit digital video over
copper wire. Although the current infrastructure in the local distribution
networks of telephone companies is based on copper wire, there can be no
assurance that telephone companies will pursue the deployment of ADSL systems to
allow the transmission of digital video, data and voice or, if deployment
occurs, as to the volume and timing of such deployment. Significant deployment
may be prevented or delayed by a number of factors, including cost, regulatory
barriers, lack of programming content, lack of consumer demand and the
availability of alternative technologies. Access systems with high performance
broadband capability, such as the ADSL system, would be attractive to telephone
companies only to the extent that the telephone companies plan to offer
video-on-demand services which utilize the full feature of a high performance
local distribution network. Substantial amounts of time, effort and money will
be required to develop such programming content. There can be no assurance that
sufficient programming content for video-on-demand services will be developed to
justify deploying digital video transmission systems, or that programming
content will be both attractive to consumers and offered at prices that will
create a mass market. If such products are developed, and there is demand for
them, there can be no assurance that telephone companies will select ADSL over
competing technologies, such as fiber-to-the-curb, hybrid fiber-coaxial ("HFC"),
and wireless communications. Fiber-to-the curb, HFC and wireless systems have
greater bandwidth than the ADSL products being developed by the Company. Because
foreign telephone companies currently face less competition from cable companies
than telephone companies face in the United States, the Company believes that
its principal markets for ADSL will be outside the United States.
PRICE COMPETITIVENESS OF ADSL PRODUCTS. The Company believes that in order
to design and manufacture commercially acceptable ADSL products, cost
improvements beyond those available with current technology will be necessary.
The future success of the Company will depend, in part, on its ability to
develop ADSL products that compete effectively on the basis of price and
performance.
4
<PAGE>
Current prices are significantly higher than those that the Company believes
would be necessary for mass deployment of ADSL products. There can be no
assurance that the Company will be successful in developing ADSL products that
can be sold at prices low enough to be viable in the market.
RAPID TECHNOLOGICAL CHANGE; COMPETITION IN THE TELECOMMUNICATION
TRANSMISSION BUSINESS. Competition from existing companies, including major
communications companies, is expected to increase. Most of the Company's
competitors in the communications industry are more established, benefit from
greater market recognition and have greater financial, technical, production and
marketing resources than the Company. Some competitors are developing alternate
access technologies, such as HFC, fiber-to-curb and wireless systems, that may
prove technologically superior or more cost effective than the Company's
technology. There can be no assurance that developments by others will not
render the Company's products or technologies obsolete or noncompetitive or that
the Company will be able to keep pace with new technological developments.
COMPETITION IN THE PC TO MAINFRAME CONNECTIVITY BUSINESS. The PC to
Mainframe Connectivity market is highly competitive and is characterized by
rapid advances in technology which frequently result in the introduction of new
products with improved performance characteristics, thereby subjecting the
Company's products to the risk of technological obsolescence. The Company's
ability to compete is dependent on several factors, including reliability,
product performance, quality, features, distribution channels, name awareness,
customer support, product development capabilities, and the ability to meet
delivery schedules. The Company competes directly or indirectly, with a broad
range of companies, many of whom have significantly greater financial and other
resources. In addition, the Company is only competing for a limited and
declining segment of the PC-Connectivity market, which is itself declining and
expected to continue to decline. The Company expects revenues from its PC-
Connectivity business to continue to decline.
COMPETITION FOR VDSL STANDARDS. The Company expects to apply its DMT
technology to the development of Very High-Speed Digital Subscriber Lines
("VDSL") products for the transmission of digital video service in connection
with a fiber-optic backbone to cover the distance from this platform or node to
subscribers' homes over copper wire or coaxial cable. ANSI has not yet awarded
the standard for VDSL technology, and the competition for the ANSI standard for
VDSL is expected to be intense. AT&T, as well as other companies with greater
resources than the Company, are expected to compete for these standards. There
is no assurance that the Company's DMT technology will be successful in
obtaining the ANSI VDSL standard.
DEPENDENCE ON COMPLEMENTARY PRODUCTS. Widespread use of ADSL and VDSL
products for digital video service will depend on the commercial availability of
other products and components, including the video content, digital switches,
video servers, encode/decode equipment, and set-top boxes in subscribers' homes.
There can be no assurance that other suppliers will develop and market these
complementary components effectively or that these components, when combined
with the Company's ADSL and VDSL products, will be a cost-effective means of
transmitting video-on-demand or video dialtone.
DEPENDENCE ON LARGE CUSTOMERS AND SYSTEMS INTEGRATORS. The Company
typically expects to sell its telecommunication transmission products to large
telecommunications service companies which serve as integrators for the various
component systems that make up a video-on-demand or multimedia system. These
systems integrators in turn sell the systems to telephone companies for
distribution to their subscribers. The Company is largely dependent on these
systems integrators for the introduction of its products to field trials. There
can be no assurance that systems integrators will select the Company's products
for field trials or, if they do initially select the Company's products, that
they will continue to use them. In addition, telephone companies are generally
reluctant to deploy new technologies available only from a single source,
especially when the supplier is as relatively small as the Company, and often
require the availability of alternative sources before deploying a new
technology. This reluctance may put the Company at a competitive disadvantage
relative to some of its competitors. Further, acceptance of the Company's
products by these customers may require the
5
<PAGE>
Company to relinquish rights to its technology or products. There can be no
assurance, however, that even if the Company were to relinquish such rights to
its technology or products, telephone companies would deploy the Company's ADSL
or VDSL products.
CUSTOMER CONCENTRATION; RELIANCE ON SALES TO IBM. Sales to IBM for PC to
Mainframe connectivity and related products accounted for approximately 83%,
62%, 65% and 70% of the Company's net sales in fiscal 1992, 1993, 1994 and 1995,
respectively. The Company expects that IBM will continue to account for a
significant portion of the Company's future sales of these products, although
IBM is not obligated to purchase any specified amount of products or to provide
the Company with binding forecasts of product purchases for any period. There
can be no assurance that IBM will continue to distribute and support the
Company's products. The Company's principal contract with IBM expires in
December 1996. Further, IBM may terminate its agreements with the Company upon
30 days' notice without a significant penalty.
INTERNATIONAL BUSINESS. The Company expects that sales outside of the
United States will represent a significant portion of its future sales,
especially of the Company's ADSL products. Operations outside of the United
States are subject to various risks, including exposure to currency
fluctuations, the imposition of governmental controls, the need to comply with a
wide variety of foreign and United States export laws, political and economic
instability, trade restrictions, changes in tariffs and taxes, and longer
payment cycles typically associated with international sales. The inability of
the Company to design products to comply with foreign standards or any
significant or prolonged delay in the Company's international sales could have a
material adverse effect on the Company's future business and results of
operations.
REGULATORY MATTERS. Telephone companies, which constitute the initial
primary market for the Company's telecommunication transmission products, and
cable television companies, which may become a future market for such products,
are subject to extensive regulation by both the federal and state governments in
the United States and by foreign governments. Many of these regulations have the
effect of limiting the economic incentive of telephone companies to deploy new
technologies. Restrictions on telephone companies and cable television companies
may materially and adversely affect demand for the products of the Company.
Legislation recently passed by Congress that will significantly alter the
regulations on telephone companies and cable companies in the United States, and
there can be no assurance that such legislation will not adversely affect the
commercialization of the Company's products. In addition, both in the United
States and abroad, rates for telecommunications services are governed by tariffs
or licensed carriers that are subject to regulatory approval. These tariffs also
could have a material adverse affect on the demand for the Company's products.
DEPENDENCE ON SUPPLIERS AND THIRD-PARTY MANUFACTURERS. Certain key
components in the Company's products, such as integrated circuits, are currently
available only from single sources. The Company does not have any long-term
supply contracts with its sole source vendors and purchases these components on
a purchase order basis. In addition, certain components and subassemblies for
the Company's products have long lead times. While the Company seeks to
accurately forecast its requirements, inaccuracies in its forecast could result
in shortages or oversupplies of these components. The inability to obtain
sufficient quantities of sole source components or subassemblies as required, or
to develop alternative sources as required in the future, or inaccuracies in
forecasts for long lead time components or subassemblies could result in delays
or reductions in product shipments or product redesigns which would materially
and adversely affect the Company's business, operating results and financial
condition. In addition, increases in the prices of components for which the
Company does not have alternate sources could materially and adversely affect
the Company's operating results.
The Company intends to outsource its manufacturing operations to independent
third party manufacturers. There are risks associated with the use of
independent manufacturers, including unavailability of or delays in obtaining
adequate supplies of products and reduced control of manufacturing quality and
production costs. There can be no assurance that the Company's third party
6
<PAGE>
manufacturers will provide adequate supplies of quality products on a timely
basis. The inability to obtain such products on a timely basis would have a
material adverse effect on the Company's business, operating results and
financial condition.
PATENTS AND TRADE SECRETS. There can be no assurance that any patents owned
or controlled by the Company will provide commercially significant protection of
the Company's technology or ensure that the Company may not be determined to
infringe valid patents of others. The Company's patents have not been tested in
court, and the validity and scope of the Company's proprietary rights could be
challenged. The Company has also received foreign patents, but since the patent
laws of foreign countries differ from those of the United States, the degree of
protection afforded by any foreign patents may be different from that available
under U.S. patent laws.
The Company also relies on trade secrets and proprietary know-how which it
seeks to protect by confidentiality agreements with its collaborators, employees
and consultants. There can be no assurance that these agreements will not be
breached, that the Company will have adequate remedies for any breach or that
the Company's trade secrets and proprietary know-how will not otherwise become
known or be discovered by competitors.
THE COMPANY'S RSI LAWSUIT. The Company is a defendant in a suit brought in
November 1993 alleging repetitive stress injuries ("RSI") resulting from the use
of the Company's products claiming $1 million in compensatory and $10 million in
punitive damages. While the Company believes that the claim is without merit and
has tendered defense of the suit to its insurance carriers, there can be no
assurance that the suit will not have a material adverse effect on the financial
position or results of operations of the Company.
POSSIBLE VOLATILITY OF STOCK PRICE; SHARES ELIGIBLE FOR FUTURE SALE. The
market price of the Company's Common Stock has been and may continue to be
highly volatile. As a result of the Merger, the Company has issued a total of
5,197,638 additional shares of Common Stock to shareholders of Old Amati and
holders who exercised their Old Amati warrants effective as of the Merger.
1,050,000 of these shares will be held in escrow until November 28, 1996 to
indemnify the Company against damages and expenses arising from a breach of the
representations, warranties and covenants of Old Amati contained in the
agreements relating to the Merger. Pursuant to the Affiliate's Agreements, each
Holder (other than Dr. Cioffi) has agreed not to dispose of more than 25% of
such Holder's Common Stock before November 28, 1996 without the written
permission of the Company. Dr. Cioffi's Affiliate's Agreement provides that he
shall not, without the written permission of the Company, dispose of more than
25% of the common stock equivalents held by him (including Common Stock issuable
upon exercise of his outstanding stock options) before November 28, 1996, nor
more than 50% of such common stock equivalents before November 28, 1997. In
addition, sales of shares by certain Selling Stockholders are subject to the
volume limitation of Rule 144. See "Plan of Distribution." Except for the
foregoing, the shares of Common Stock issued as a result of the Merger are
freely tradeable. Sales of Shares by the Selling Stockholders and sales of other
Common Stock by other shareholders of Old Amati, other current stockholders,
many of whom acquired their shares at prices significantly lower than the
current market price, and by option holders and warrant holders who exercise
Company stock options or warrants could have a depressive effect on the market
price of the Company's Common Stock. Additionally, future events, many of which
will be beyond the control of the Company, as well as expected quarterly
fluctuations in revenues and financial results, may have a significant impact on
the market price of the Company's Common Stock.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholders.
7
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock by the Selling Stockholders as of
February 29, 1996, including the number of shares underlying stock options that
are exercisable within 60 days of such date, and as adjusted to reflect the sale
by Selling Stockholders of Shares offered by them by this Prospectus.
<TABLE>
<CAPTION>
COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO OFFERING (1) AFTER OFFERING
---------------------------- COMMON STOCK ----------------------
NUMBER PERCENT TO BE SOLD NUMBER PERCENT
--------------- ----------- -------------- --------- -----------
<S> <C> <C> <C> <C> <C>
John M. Cioffi (2)................................ 1,636,110(4) 9.21% 934,920 701,190 3.59%
James F. Gibbons (3).............................. 333,119(5) 1.94 239,627 93,492 *
Kim Maxwell....................................... 765,465 4.48 765,465 0 0
Nepenthe Group Profit Sharing Plan (FOB) Gerald A.
Marxman.......................................... 179,037 1.05 179,037 0 0
Nepenthe Group Profit Sharing Plan (FOB) Frank J.
Kocsis........................................... 71,871 * 71,871 0 0
Nepenthe Group Profit Money Purchase Plan (FOB)
Frank J. Kocsis.................................. 59,951 * 59,951 0 0
James F. Ottinger................................. 373,968 2.10 373,968 0 0
Stanford University............................... 584,325 3.42 584,325 0 0
University Ventures II............................ 408,562(6) 2.38 335,790 72,772 *
</TABLE>
- ------------------------
* Less than 1%
(1) Applicable percentage of ownership is based on 17,064,692 shares of Common
Stock outstanding as of February 20, 1996.
(2) Dr. Cioffi was the founder of Old Amati and served as Vice President of
Engineering, Chief Technical Officer and a director of Old Amati since 1991.
Dr. Cioffi has been a director and the Vice President of Engineering and
Chief Technical Officer of the Company since the Merger.
(3) Dr. Gibbons served as the Chairman of the Board of Directors of Old Amati
since 1992. He has been a director of the Company since the Merger and
Chairman of the Board of Directors since December, 1995. Dr. Gibbons serves
as a member of the Compensation Committee.
(4) Includes 701,190 shares issuable upon exercise of outstanding options.
(5) Includes 93,492 shares issuable upon exercise of outstanding options.
(6) Includes 72,772 shares issuable upon exercise of an outstanding warrant.
PLAN OF DISTRIBUTION
All or a portion of the Shares of Common Stock offered hereby by the Selling
Stockholders may be delivered and/or sold in transactions from time to time on
the over-the-counter market at prices prevailing at the time, at prices related
to such prevailing prices or at negotiated prices and/or may also be used to
cover any short positions previously established. The Selling Stockholders may
effect such transactions by selling to or through one or more broker-dealers,
and such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders. The Selling
Stockholders and any broker-dealers that participate in the distribution may
under certain circumstances be deemed to be "underwriters" within the meaning of
the Securities Act, and any commissions received by such broker-dealers and any
profits realized on the resale of Shares by them may be deemed to be
underwriting discounts and commissions under the Securities Act. The Selling
Stockholders may agree to indemnify such broker-dealers against certain
liabilities, including liabilities under the Securities Act. In addition, the
Company has agreed to
8
<PAGE>
indemnify the Selling Stockholders with respect to the Shares offered hereby
against certain liabilities, including, without limitation, certain liabilities
under the Securities Act, or, if such indemnity is unavailable, to contribute
toward amounts required to be paid in respect of such liabilities.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Stockholders (and, if they act as agent for the
purchaser of such Shares, from such purchaser). Broker-dealers may agree with
the Selling Stockholders to sell a specified number of Shares at a stipulated
price per share, and, to the extent such a broker-dealer is unable to do so
acting as agent for the Selling Stockholders, to purchase as principal any
unsold Shares at the price required to fulfill the broker-dealer commitment to
the Selling Stockholders. Broker-dealers who acquire Shares as principal may
thereafter resell such Shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or otherwise
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of such
Shares commissions computed as described above. To the extent required under the
Securities Act, a supplemental prospectus will be filed, disclosing (a) the name
of any such broker-dealers, (b) the number of Shares involved, (c) the price at
which such Shares are to be sold, (d) the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, (e) that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, as supplemented, and (f)
other facts material to the transaction.
The Selling Stockholders will pay all commissions, transfer taxes, and other
expenses associated with the sale of securities by them. The Shares offered
hereby are being registered pursuant to contractual obligations of the Company,
and the Company has paid the expenses of the preparation of this Prospectus.
The Selling Stockholders' rights to offer or sell the Shares are restricted
by the Affiliate's Agreements and the Registration Rights Agreement. In
addition, sales of shares by Drs. Gibbons and Cioffi are subject to the volume
limitations and manner-of-sale requirements of Rule 144.
The Affiliate's Agreements provide that each Holder (other than Dr. Cioffi)
shall not, without the written permission of the Company, sell or otherwise
dispose of more than 25% of such Common Stock before November 28, 1996. Dr.
Cioffi's Affiliate's Agreement provides that he shall not, without the written
permission of the Company, sell or otherwise dispose of more than 25% of the
common stock equivalents held by him (including Common Stock issuable upon
exercise of his outstanding stock options) before November 28, 1996, nor more
than 50% of such common stock equivalents before November 28, 1997.
Pursuant to the Registration Rights Agreement, the Selling Stockholders have
agreed that, throughout the period of the Registration Statement, of which this
Prospectus forms a part, Selling Stockholders shall only offer or sell Shares
during open Window Periods and in accordance with the trading clearance
procedure set forth in the Registration Rights Agreement. The trading clearance
procedure requires that, during any Window Period, a Selling Stockholder
proposing to offer or sell pursuant to the Registration Statement, of which this
Prospectus forms a part, must send a clearance form to the Company at least two
(2) business days prior to the date the Selling Stockholder proposes to sell
Shares, requesting that the Company clear the trade. The Company shall reply to
such Selling Stockholder within two (2) business days following receipt of the
clearance form, and in the reply shall either confirm that the Window Period
remains open and that the sale can be made, or notify the Selling Stockholder
that trading is suspended (and indicating, if practicable, the expected date
when such suspension shall end). If the reply confirms an open Window Period,
the Selling Stockholder is permitted to offer and sell Shares during the Window
Period, unless the Company informs the Selling Stockholder that the Window
Period has been closed. Clearance must be obtained each time a Selling
Shareholder intends to offer or sell Shares.
9
<PAGE>
The Company has the right at any time not to open a Window Period or, during
an open Window Period, to suspend offers and sales of Shares whenever, and for
so long as, in the reasonable judgment of the Company there is or may be in
existence material undisclosed information or events with respect to the
Company.
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the authorized capital stock of the
Company consists of 45,000,000 shares of Common Stock, $.20 par value ("Common
Stock"), and 5,000 shares of Preferred Stock, $100 par value ("Preferred
Stock").
COMMON STOCK
As of February 29, 1996, there were 17,064,692 shares of Common Stock
outstanding held of record by approximately 1,704 stockholders. The holders of
shares of Common Stock are entitled to one vote per share on all matters to be
voted on by stockholders, except that holders may cumulate their votes in the
election of directors. Subject to preferences that may be applicable to any
outstanding Preferred Stock, holders of Common Stock are entitled to receive
ratably such dividends as may be declared by the Board of Directors in its
discretion from funds legally available therefor. In the event of a liquidation,
dissolution, or winding up of the Company, holders of Common Stock are entitled
to share ratably in all assets remaining after payment of liabilities and the
liquidation preference of any outstanding Preferred Stock. Holders of Common
Stock have no preemptive rights and have no rights to convert their Common Stock
into any other securities. The outstanding shares of Common Stock are fully paid
and nonassessable.
PREFERRED STOCK
The Board of Directors has the authority to issue up to 5,000 shares of
Preferred Stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption, liquidation preferences and the
number of shares constituting any series or the designation of such series,
without any further vote or action by the shareholders. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change in control of the Company or making removal of management more difficult
without further action by the shareholders and could adversely affect the rights
and powers, including voting rights, of the holders of Common Stock. This could
have the effect of decreasing the market price of the Common Stock. The Company
has no present plans to issue any additional shares of Preferred Stock.
LEGAL MATTERS
The legality of the issuance of the securities being offered hereby is being
passed upon for the Company by Heller Ehrman White & McAuliffe, Palo Alto,
California.
EXPERTS
The audited financial statements and schedules of the Company at July 31,
1993, July 30, 1994 and July 29, 1995 and for each of the three years in the
period ended July 29, 1995 incorporated by reference herein and in the related
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts.
The financial statements of Old Amati at December 31, 1993 and 1994 and for
the three years ended in the period ended December 31, 1994 incorporated by
reference herein and in the Registration Statement have been audited by Ernst &
Young LLP, independent auditors, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth various expenses in connection with the sale
and distribution of the securities being registered. All of the amounts shown
are estimates except for the Securities and Exchange Commission Registration
Fee.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............... $ 6,724
Accounting Fees................................................... 1,000
Printing Costs, Legal Fees and Disbursements...................... 20,000
Miscellaneous..................................................... 276
---------
TOTAL:........................................................ $ 28,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company has the power to indemnify its officers and directors against
liability for certain acts pursuant to Section 145 of the General Corporation
Law of the State of Delaware. The Restated Certificate of Incorporation of the
Company provides that a director of the Company, to the full extent permitted by
the Delaware General Corporation Law, shall not be liable to the Company or its
stockholders for monetary damage for breach of fiduciary duty as a director.
Article IX of the Company's Bylaws provides for the indemnification of
officers, directors, employees and agents of the Company. The Bylaws provide
that the Company shall indemnify its directors, officers, employees and agents
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any threatened, pending, or
completed action, suit or proceeding (other than an action by or in the right of
the corporation), if they acted in good faith and in a manner they reasonably
believe to be in or not opposed to the best interest of the corporation and had
no reasonable cause to believe the conduct was unlawful. In relation to a
proceeding by or in the right of the Company, a director, officer, employee or
agent shall be indemnified against expenses actually and reasonably incurred in
connection with the defense or settlement of such proceeding if the director,
officer, employee or agent acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the Delaware Court of Chancery
shall determine that such person is fairly and reasonably entitled to indemnity.
The Bylaws also provide that expenses incurred by a director, officer, employee
or agent may be advanced by the Company upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he or she is entitled to be indemnified
by the Company as authorized in the Bylaws.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ----------- -----------------------------------------------------------------------------------
<C> <S>
5 Opinion of Heller Ehrman White & McAuliffe
10.1 Registration Rights Agreement dated February 15, 1996*
10.2 Form of Affiliate's Agreement*
10.3 Affiliate's Agreement of Dr. John M. Cioffi dated November 20, 1995*
23.1 Consent of Heller Ehrman White & McAuliffe (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP*
23.3 Consent of Ernst & Young LLP*
24 Power of Attorney (See Page II-4)
</TABLE>
- ------------------------
*Previously filed.
ITEM 17. UNDERTAKINGS.
A. The undersigned Company 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 of 1933;
(ii)
To reflect in the prospectus any facts or events arising after
the effective date of the 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
the Registration Statement;
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, 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. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offering therein, 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed
II-2
<PAGE>
in the 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 against the Registrant 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 Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
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 of the
requirements for filing on Form S-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized in San Jose,
State of California, on the 7th day of March, 1996.
AMATI COMMUNICATIONS CORPORATION
By: _________________*________________
James E. Steenbergen
DIRECTOR, PRESIDENT, CHIEF
EXECUTIVE
OFFICER AND CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James E. Steenbergen or Terry Medel, or either of
them, with the power of substitution, her or his attorney in fact, to sign any
amendments to this Registration Statement (including post-effective amendments),
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorney-in-fact, or his substitute or
substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<C> <S> <C>
* Director, President, Chief
- --------------------------------------- Executive Officer and Chief March 7, 1996
James E. Steenbergen Financial Officer
/s/ TERRY MEDEL Chief Accounting Officer
- --------------------------------------- (Principal Accounting Officer) March 7, 1996
Terry Medel
*
- --------------------------------------- Director March 7, 1996
John M. Cioffi
*
- --------------------------------------- Director March 7, 1996
James F. Gibbons
*
- --------------------------------------- Director March 7, 1996
Aamer Latif
*
- --------------------------------------- Director March 7, 1996
Donald L. Lucas
/s/ TERRY MEDEL
- --------------------------------------- March 7, 1996
*Terry Medel
(Attorney-in-fact)
</TABLE>
II-4
<PAGE>
AMATI COMMUNICATIONS CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY NUMBERED
EXHIBIT DESCRIPTION PAGES
- ----------- ------------------------------------------------------------------------------------- ---------------------
<C> <S> <C>
5 Opinion of Heller Ehrman White & McAuliffe...........................................
10.1 Registration Rights Agreement dated February 15, 1996*...............................
10.2 Form of Affiliate's Agreement*.......................................................
10.3 Affiliate's Agreement of Dr. John M. Cioffi dated November 20, 1995*.................
23.1 Consent of Heller Ehrman White & McAuliffe (included in Exhibit 5)...................
23.2 Consent of Arthur Andersen LLP*......................................................
23.3 Consent of Ernst & Young LLP*........................................................
24 Power of Attorney (See Page II-4)....................................................
</TABLE>
- ------------------------
*Previously filed.
<PAGE>
EXHIBIT 5
[HELLER EHRMAN WHITE & McAULIFFE LETTERHEAD]
March 7, 1996
16199-0012
Amati Communications Corporation
3801 Zanker Road
San Jose CA 95150
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Amati Communications Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (Registration No. 33-01187) originally filed with the Securities and
Exchange Commission (the "Commission") on February 23, 1996 and as amended by
Amendment No. 1 thereto filed with the Commission on March 7, 1996
(collectively, the "Registration Statement") for the purpose of registering
under the Securities Act of 1933, as amended, an aggregate of 3,544,954
currently issued and outstanding shares of its Common Stock, $.20 par value (the
"Shares"), all of which are to be sold by certain of the Company's stockholders.
I.
We have assumed the authenticity of all records, documents and instruments
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all records,
documents and instruments submitted to us as copies. In rendering our opinion,
we have examined the following records, documents, instruments, certificates and
each additional instruments, corporate records, certificates and other documents
as we have deemed necessary or appropriate for our opinion:
(a)The Certificate of Incorporation of the Company certified by the
Secretary of State of the State of Delaware as of February 28, 1996, and
certified to us by an officer of the Company as being complete and in
full force and effect as of the date of this opinion;
(b)The Bylaws of the Company certified to us by an officer of the Company as
being complete and in full force and effect as of the date of this
opinion;
(c)A Certificate of the Secretary and Treasurer of the Company: (i)
attaching records certified to us as constituting all records of
proceedings and actions of the Board of Directors of the Company relating
to the Shares; and (ii) certifying as to certain factual matters; and
(d)The Registration Statement.
This opinion is limited to the laws of the State of California, and we
disclaim any opinion as to the laws of any other jurisdiction. We further
disclaim any opinion as to any other statute, rule, regulation, ordinance, order
or other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion. Our
opinion to the effect that all issued and outstanding Shares are fully paid and
nonassessable is based solely on the certificate identified in item (c) above
that the consideration for such Shares recited in the Board of Directors'
resolutions for such Shares has been received.
<PAGE>
II.
Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, and
assuming that: (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and sold; and (ii) all applicable
securities laws are complied with, it is our opinion that the Shares covered by
the Registration Statement are legally issued, fully paid and nonassessable.
III.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose, without our prior written consent. We disclaim
any obligation to advise you of any developments that come to our attention
after the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Heller Ehrman White & McAuliffe
