APPLIED MICRO CIRCUITS CORP
10-Q/A, 1998-02-18
SEMICONDUCTORS & RELATED DEVICES
Previous: ACACIA CAPITAL CORP, NSAR-B, 1998-02-18
Next: COOPER COMPANIES INC, DEF 14A, 1998-02-18



<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  ___________

                                  FORM 10-Q/A

         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

              FOR THE FISCAL QUARTER ENDED DECEMBER 31, 1997, OR

         [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM               TO               .

                       COMMISSION FILE NUMBER: 000-23193

                                  ___________

                       APPLIED MICRO CIRCUITS CORPORATION
             (Exact name of Registrant as specified in its charter)

         DELAWARE                                            94-2586591
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

                              6290 SEQUENCE DRIVE
                              SAN DIEGO, CA 92121
                    (Address of principal executive offices)
       Registrant's telephone number, including area code: (619) 450-9333

                                  ___________

  Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days.

                              YES  [x] *    NO ___
                                  -----           

  As of February 18, 1998, 20,995,781 shares of the Registrant's Common Stock
were issued and outstanding.

  * The Registrant has been subject to such filing requirements since November
24, 1997, the effective date of the Registrant's Registration Statement on Form
8-A.
<PAGE>
 
                       APPLIED MICRO CIRCUITS CORPORATION
                                     INDEX

                                                                            PAGE
                                                                            ----
Part II.  OTHER INFORMATION

  Item 2. Changes in Securities and Use of Proceeds.........................  3

================================================================================
<PAGE>
 
          The Registrant hereby amends the following item of its Form 10-Q for 
the quarterly period ended December 31, 1997 previously filed with the
Securities and Exchange Commission.

                       APPLIED MICRO CIRCUITS CORPORATION


PART II.  OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

          Use of Proceeds

          (1)  The Company filed a Registration Statement on Form S-1 (the
               "Registration Statement"), File No. 333-37609, which was declared
               effective by the Securities and Exchange Commission on November
               24, 1997.

          (2)  The offering pursuant to the Registration Statement commenced on
               November 25, 1997.

          (3)  (i)    The offering has terminated but did not do so before the
                      sale of all securities registered pursuant to the
                      Registration Statement.

               (ii)   The managing underwriters of the offering were BancAmerica
                      Robertson Stephens, NationsBanc Montgomery Securities
                      LLC, and Cowen & Company.

               (iii)  Pursuant to the Registration Statement, the Company
                      registered its Common Stock.

               (iv)   Pursuant to the Registration Statement, the Company
                      registered 6,385,950 shares of Common Stock. Of such
                      shares of Common Stock, 3,538,448 shares were sold by the
                      Company and 2,847,502 shares were sold by certain
                      stockholders of the Company.

               (v)    From November 24, 1997 to December 31, 1997, the Company
                      incurred $3,196,718 of total expenses in connection with
                      the offering as follows:

                      (1)  $1,981,531 in underwriting discounts and commissions;
                           and

                      (2)  $1,215,187 in other expenses (not including finders'
                           fees or expenses paid to or for the underwriters).

                      All of such expenses were direct or indirect payments to
                      others.

               (vi)   The net offering proceeds to the Company after deducting
                      total expenses in clause (v) above were $25,110,866.

               (vii)  The Company has invested the net offering proceeds of
                      $25,110,866 in short-term investments consisting of United
                      States Treasury Notes, obligations of United States
                      government agencies and corporate bonds with maturities
                      ranging from January 2, 1998 to December 19, 2000.

               (viii) The use of proceeds in clause (vii) does not represent a
                      material change in the use of proceeds described in the
                      prospectus of the Registration Statement.
 

                                      -3-
<PAGE>
 
                                  SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date:  February 18, 1998                 Applied Micro Circuits Corporation

                                         By: /s/ Joel O. Holliday            
                                            ----------------------------------- 
                                                 Joel O. Holliday
                                     Vice President, Finance and Administration
                                           And Chief Financial Officer
                                      (Duly Authorized Signatory and Principal
                                          Financial and Accounting Officer)

                                      -4-


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission