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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
APPLIED MICRO CIRCUITS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2586591
(State of incorporation or organization) (IRS Employer
Identification No.)
6290 SEQUENCE DRIVE, SAN DIEGO, CA 92121
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to the information set forth under the caption
"Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1, filed concurrently herewith.
Item 2. Exhibits
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The following exhibits are filed as a part of this
Registration Statement:
1 Specimen certificate for Registrant's Common
Stock.
2.1 Amended and Restated Certificate of Incorporation
of the Company -- incorporated herein by
reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1.
2.2 Form of Amended and Restated Certificate of
Incorporation of the Company (to be filed with
the Delaware Secretary of State upon the closing
of the offering) -- incorporated herein by
reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1.
2.3 Amended and Restated Bylaws of the Company --
incorporated herein by reference to Exhibit 3.3
to the Registrant's Registration Statement on
Form S-1.
2.4 Form of Second Amended and Restated Bylaws of the
Company -- to be effective upon the closing of the
offering -- incorporated herein by reference to
Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1.
2.5 Convertible Preferred Stock, Series 1 and Series
2, Purchase Agreement, dated December 8, 1983 --
incorporated herein by reference to Exhibit 10.7
to the Registrant's Registration Statement on
Form S-1.
2.6 Convertible Preferred Stock Series 3 Purchase
Agreement, dated September 16, 1987 --
incorporated herein by reference to Exhibit 10.8
to the Registrant's Registration Statement on
Form S-1.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: November 12, 1997 APPLIED MICRO CIRCUITS CORPORATION
By: /s/ Joel O. Holliday
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Joel O. Holliday
Chief Financial Officer
Vice President, Finance and
Administration
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
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Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
1 Specimen certificate for Registrant's Common
Stock. 5
2.1 Amended and Restated Certificate of Incorporation Incorporated by
-- incorporated herein by reference to Exhibit reference
3.1 to the Registrant's Registration Statement on
Form S-1.
2.2 Form of Amended and Restated Certificate of Incorporated by
Incorporation of the Company (to be filed with the reference
Delaware Secretary of State upon the closing of
the offering) -- incorporated herein by reference
to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1.
2.3 Amended and Restated Bylaws of the Company -- Incorporated by
incorporated herein by reference to Exhibit 3.3 to reference
the Registrant's Registration Statement on Form S-1.
2.4 Form of Second Amended and Restated Bylaws of the Incorporated by
Company -- to be effective upon the closing of the reference
offering -- incorporated herein by reference to
Exhibit 3.4 to the Registrant's Registration Statement
on Form S-1.
2.5 Convertible Preferred Stock, Series 1 and Series Incorporated by
2, Purchase Agreement, dated December 8, 1983 -- reference
incorporated herein by reference to Exhibit 10.7 to
the Registrant's Registration Statement on Form S-1.
2.6 Convertible Preferred Stock Series 3 Purchase Incorporated by
Agreement, dated September 16, 1987 -- reference
incorporated herein by reference to Exhibit 10.8 to
the Registrant's Registration Statement on Form S-1.
</TABLE>
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Exhibit 1
NUMBER AMCC COMMON STOCK
APPLIED MICRO CIRCUITS CORPORATION SHARES
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 03822W 10 9
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
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This certifies that
is the record holder of
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FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE, OF
===================== APPLIED MICRO CIRCUITS CORPORATION =======================
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrant.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
[AMCC SEAL]
[SIGNATURE APPEARS HERE] [SIGNATURE APPEARS HERE]
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED
HARRIS TRUST COMPANY OF CALIFORNIA
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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The Corporation shall furnish without charge to each stockholder who so requests
a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT - _____________ Custodian ___________________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act _______________________________________
tenants in common (State)
UNIF TRF MIN ACT - ________________ Custodian (until age) ____
________________ under Uniform Transfers
(Minor)
to Minors Act _____________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ___________________________
X ____________________________________________
X ____________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By ______________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT
TO S.E.C. RULE 17Ad-15.
