<PAGE>
As filed with the Securities and Exchange Commission on March 2, 1998
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
APPLIED MICRO CIRCUITS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2586591
(State of incorporation) (I.R.S. Employer Identification No.)
6290 SEQUENCE DRIVE
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices)
_______________________
1982 EMPLOYEE INCENTIVE STOCK OPTION PLAN
1992 STOCK OPTION PLAN
1997 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plan)
_______________________
DAVID M. RICKEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
APPLIED MICRO CIRCUITS CORPORATION
6290 SEQUENCE DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 450-9333
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Mark A. Medearis
Glen R. Van Ligten
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California 94025
(415) 854-4488
Page 1 of 7 Pages
Exhibit Index on Page 7
(Calculation of Registration Fee on following page)
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1982 EMPLOYEE INCENTIVE STOCK OPTION PLAN
Common Stock,
$0.01 par value........................... 56,312 Shares $0.5867(2) $33,038.25 $9.75
1992 STOCK OPTION PLAN
Common Stock,
$0.01 par value........................... 2,001,223 Shares $1.8526(2) $ 3,707,465.73 $ 1,093.70
Common Stock,
$0.01 par value........................... 2,409,039 Shares $ 17.75(3) $42,760,442.25 $12,614.33
1997 DIRECTORS' STOCK OPTION PLAN
Common Stock,
$0.01 par value........................... 200,000 Shares $ 17.75(3) $ 3,550,000.00 $ 1,047.25
TOTAL 4,666,574 Shares $10.7524 $50,050,946.23 $14,765.03
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</TABLE>
_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act") solely for the purpose of calculating
the registration fee. Computation based on the weighted average per share
exercise price (rounded to nearest cent) of outstanding options under the
referenced plan, the shares issuable under which are registered hereby.
(3) Estimated in accordance with Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The computation with
respect to unissued options is based upon the average high and low sale
prices of the Common Stock as reported on the Nasdaq National Market on
February 24, 1998.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
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(a) The Registrant's Prospectus filed on November 24, 1997 pursuant to Rule
424(b)(4) of the Securities Act of 1933, as amended (the "Securities Act")
which contains audited financial statements for the Registrant's latest fiscal
year for which such statement has been filed.
(b) (i) The Registrant's Quarterly Report on Form 10-Q filed on February
17,1998 (as amended by the Registrant on Form 10 Q/A filed on February 18,
1998).
(ii) The Registrant's current Report on Form 8-K filed on February
27, 1998.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on October 10, 1997, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The Registrant's Certificate of Incorporation reduces the liability of a
director to the corporation or its stockholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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Item 8. EXHIBITS.
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<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation (included
in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Powers of Attorney (see p. 6).
</TABLE>
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<PAGE>
Item 9. UNDERTAKINGS.
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The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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;
(2) that, for purposes of determining any liability under the
Securities Act, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
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.
Insofar as the indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
[Signature Pages Follow]
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Applied Micro Circuits Corporation, a corporation organized and existing under
the laws of the State of Delaware, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on this 2nd day of March, 1998.
Applied Micro Circuits Corporation
By: /s/ JOEL O. HOLLIDAY
-----------------------------------
Joel O. Holliday
Chief Financial Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David M. Rickey and Joel O. Holliday,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ DAVID M. RICKEY March 2, 1998
- ---------------------------------- President and
David M. Rickey Chief Executive Officer
/s/ JOEL O. HOLLIDAY March 2, 1998
- ----------------------------------
Joel O. Holliday Chief Financial Officer
/s/ ROGER A. SMULLEN March 2, 1998
- ---------------------------------- Director and Chairman of the Board
Roger A. Smullen of Directors
/s/ WILLIAM K. BOWES, JR. March 2, 1998
- ---------------------------------- Director
William K. Bowes, Jr.
/s/ R. CLIVE GHEST March 2, 1998
- ---------------------------------- Director
R. Clive Ghest
/s/ FRANKLIN P. JOHNSON March 2, 1998
- ---------------------------------- Director
Franklin P. Johnson, Jr.
/s/ ARTHUR B. STABENOW March 2, 1998
- ---------------------------------- Director
Arthur B. Stabenow
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
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<C> <S>
5.1 Opinion of Venture Law Group, a Professional Corporation
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Powers of Attorney (see p. 6).
</TABLE>
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<PAGE>
EXHIBIT 5.1
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March 2, 1998
Applied Micro Circuits Corporation
6290 Sequence Drive
San Diego, CA 92121
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
------------
Statement") filed by you with the Securities and Exchange Commission (the
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"Commission") on March 2, 1998 in connection with the registration under the
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Securities Act of 1933, as amended, of a total of 4,666,574 shares of your
Common Stock (the "Shares") reserved for issuance under the 1982 Employee
------
Incentive Stock Option Plan, the 1992 Stock Option Plan and the 1997 Directors'
Stock Option Plan. As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
/s/ VENTURE LAW GROUP
------------------------------------
VENTURE LAW GROUP
A Professional Corporation
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EXHIBIT 23.2
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
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We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1982 Employee Incentive Stock Option Plan, the 1992
Stock Option Plan and the 1997 Directors' Stock Option Plan of our report
dated April 25, 1997, except for footnote 4, as to which the date is February
9, 1998, with respect to the consolidated financial statements and schedule of
Applied Micro Circuits Corporation, included in its current Report on Form 8-K
dated February 27, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
-------------------------------
ERNST & YOUNG LLP
San Diego, California
February 27, 1998
