<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement
[_]Confidential, for Use of the Commission Only (as Permitted by Rule 14a-
6(e)(2))
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
APPLIED MICRO CIRCUITS CORPORATION
- -------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- -------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
APPLIED MICRO CIRCUITS CORPORATION
6290 SEQUENCE DRIVE
SAN DIEGO, CA 92121
----------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 1, 1999
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Applied
Micro Circuits Corporation, a Delaware corporation (the "Company"), will be
held on Wednesday, September 1, 1999 at 10:00 a.m. local time at the offices
of the Company, 6290 Sequence Drive, San Diego, California (the "Meeting"),
for the following purposes:
1. To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the Company's authorized shares
of Common Stock from 60,000,000 shares to 180,000,000 shares.
2. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. The Board of Directors has no knowledge of
any other business to be transacted at the Meeting.
The Board of Directors has fixed the close of business on August 9, 1999 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting and at any adjournment or postponement thereof.
By Order of the Board of Directors
William E. Bendush
Secretary
San Diego, California
August 19, 1999
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE
YOUR REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE
PREPAID IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN
IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A
BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST
OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
APPLIED MICRO CIRCUITS CORPORATION
6290 SEQUENCE DRIVE
SAN DIEGO, CA 92121
----------------
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited by the Board of Directors of Applied Micro
Circuits Corporation, a Delaware corporation (the "Company" or "AMCC"), for
use at the Special Meeting of Stockholders to be held on Wednesday, September
1, 1999 at 10:00 a.m. local time, or at any adjournment or postponement of
that meeting, for the purposes set forth herein and in the foregoing Notice of
Special Meeting. The Meeting will be held at the Company's headquarters, 6290
Sequence Drive, San Diego, California, 92121. The Company intends to mail this
proxy statement and accompanying proxy card on or about August 19, 1999 to all
stockholders entitled to vote at the Meeting.
SOLICITATION
The entire cost of solicitation of proxies, including expenses in connection
with preparing and mailing this Proxy Statement, the proxy and any additional
information furnished to the stockholders will be borne by the Company. Copies
of solicitation materials will be furnished to banks, brokerage houses,
nominees, fiduciaries and custodians holding in their names shares of Common
Stock beneficially owned by others to forward to such beneficial owners. The
Company may reimburse persons representing beneficial owners of Common Stock
for their costs in forwarding solicitation materials to such beneficial
owners. Original solicitation of proxies by mail may be supplemented by
telephone, telegram and personal solicitation by directors, officers or other
regular employees of the Company or, at the Company's request, D.F. King. No
additional compensation will be paid to directors, officers or other regular
employees for such services, but D.F. King will be paid its customary fee,
estimated to be $5,000, if it renders solicitation services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of the Company's Common Stock at the close of
business on August 9, 1999 will be entitled to notice of and to vote at the
Meeting. At the close of business on August 9, 1999, the Company had
outstanding and entitled to vote 26,872,462 shares of Common Stock. Each
holder of record of Common Stock on such date will be entitled to one vote for
each share held on all matters to be voted upon at the Meeting.
All votes will be tabulated by the inspector of election appointed for the
Meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes will be
counted towards the tabulation of votes cast on proposals presented to the
stockholders and will have the same effect as negative votes.
REVOCABILITY OF PROXIES
Any stockholder giving a proxy pursuant to this solicitation has the power
to revoke it any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive offices, 6290
Sequence Drive, San Diego, California, 92121, a written notice of revocation
or a duly executed proxy bearing a later date. It may also be revoked by
attending the Meeting and voting in person. Attendance at the Meeting will
not, by itself, revoke a proxy.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2000 Annual
Meeting of Stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is February 26, 2000. The deadline for submitting a stockholder
proposal for a
<PAGE>
nomination for director that is not to be included in such proxy statement and
proxy is based on the date of the Company's 2000 Annual Meeting of
Stockholders or, in certain circumstances, on the date notice is made to the
Company's stockholders of such meeting as set forth in the Company's Bylaws.
Stockholders are advised to review the Company's Bylaws, which contain
additional requirements with respect to advance notice of director
nominations. For other matters, unless a stockholder who wishes to bring a
matter before the stockholders at the Company's 2000 Annual Meeting of
Stockholders notifies the Company of such matter prior to May 11, 2000,
management will have discretionary authority to vote all shares for which it
has proxies in opposition to such matter.
PROPOSAL 1
APPROVAL OF THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED
The Company's Amended and Restated Certificate of Incorporation (the
"Amended and Restated Certificate"), as currently in effect, provides that the
Company's authorized capital stock consists of 60,000,000 shares of Common
Stock, $0.01 par value, and 2,000,000 shares of Preferred Stock, $.01 par
value. The Board of Directors has adopted, subject to stockholder approval, an
amendment to the Amended and Restated Certificate to increase the authorized
number of shares of Common Stock from 60,000,000 shares to 180,000,000 shares
(the "Amendment").
Principal Effects of the Amendment. The additional Common Stock to be
authorized by adoption of the Amendment would have rights identical to the
currently outstanding Common Stock of the Company. Adoption of the Amendment
and issuance of the Common Stock would not affect the rights of the holders of
currently outstanding Common Stock of the Company, except for effects
incidental to issuing additional shares of Common Stock, such as dilution of
the earnings per share and percentage share of voting rights of current
holders of Common Stock. If the Amendment is adopted, it will become effective
upon filing of a Certificate of Amendment of the Company's Amended and
Restated Certificate with the Secretary of State of the State of Delaware.
As of July 30, 1999, there were 26,849,215 shares of Common Stock
outstanding. In addition, the Board has reserved 8,008,664 shares of Common
Stock for issuance upon exercise of options and rights granted under the
Company's stock option plans and 339,132 shares for issuance under the
Company's Employee Stock Purchase Plans.
Reasons for the Amendment. The Board of Directors has determined it would be
in the best interests of the Company's stockholders to effect a two-for-one
stock split to be implemented as a 100% stock dividend. See the description
below for additional information on the proposed stock dividend. However,
without an increase in the authorized number of shares of Common Stock, the
Company would not have a sufficient number of shares authorized under its
Amended and Restated Certificate to effect the stock dividend. The Board of
Directors has adopted the Amendment primarily to provide for a sufficient
authorized number of shares of Common Stock to effect the stock dividend and
have shares available to provide additional flexibility to use its capital
stock for business and financial purposes in the future. In addition to the
proposed stock dividend, the additional shares may be used, without further
stockholder approval, for various purposes including, without limitation,
raising capital, providing equity incentives to employees, officers or
directors, possible additional stock splits or stock dividends, establishing
strategic relationships with other companies and expanding the Company's
business or service offerings through the acquisition of other businesses or
products.
The additional shares of Common Stock that would become available for
issuance if the proposal were adopted could also be used by the Company to
oppose a hostile takeover attempt or delay or prevent changes in control or
management of the Company. For example, without further stockholder approval,
the Board could strategically sell shares of Common Stock in a private
transaction to purchasers who would oppose a takeover or favor the current
Board. Although this proposal to increase the authorized number of shares of
Common Stock has been prompted by business and financial considerations and
not by the threat of any hostile takeover attempt (nor is the Board currently
aware of any such attempts directed at the Company), stockholders should be
aware
2
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that approval of this proposal could facilitate future efforts by the Company
to deter or prevent changes in control of the Company, including transactions
in which the stockholders might otherwise receive a premium for their shares
over then current market prices.
Other than the proposed stock dividend, the Board of Directors has no
immediate plans, understandings, agreements or commitments to issue additional
shares of Common Stock for any purpose. However, the Company does not
contemplate seeking stockholder approval for any future issuances of capital
stock unless required to do so by an obligation imposed by applicable law, a
regulatory authority or a third party. Under the Company's Amended and
Restated Certificate, no stockholder is entitled to preemptive rights with
respect of any future issuances of capital stock. The Board of Directors
believes that the proposed increase in the authorized Common Stock will make a
sufficient number of shares available, taking into account the stock dividend,
should the Company decide to use its shares for one or more of such previously
mentioned purposes or otherwise. The Company reserves the right to seek a
further increase in authorized shares from time to time in the future as
considered appropriate by the Board of Directors.
Stock Dividend. The Board has approved, subject to stockholder approval of
this proposal, a two-for-one stock split to be implemented as a 100% stock
dividend (the "Stock Dividend"). Each holder of shares of the Company's Common
Stock would receive one additional share for each share held. In addition, the
number of shares of Common Stock reserved for issuance or subject to
outstanding options granted under the Company's employee stock plans would
increase by 100% (and the exercise prices of outstanding options would
correspondingly decrease by 50%). Stockholders are not being asked to vote on
the Stock Dividend, but the Stock Dividend will not take place unless the
authorized number of shares of Common Stock is increased as described in this
proposal.
Reasons for the Stock Dividend. The objectives of the Stock Dividend are to
shift the trading range of the Common Stock to a level that will facilitate
increased trading activity and encourage round lot trading, all of which may
be expected to increase the liquidity and broaden the marketability of the
Common Stock. For these reasons, and due to the Company's growth, the Board
has determined that the Stock Dividend would be in the best interests of the
Company and its stockholders. The Board of Directors has reserved the right,
in the event it determines at any time that the proposed Stock Dividend is not
in the best interests of the Company's stockholders, to abandon the proposed
Stock Dividend, without any action or approval by the stockholders.
Principal Effects of the Stock Dividend. The Stock Dividend will not affect
the stockholders' proportionate equity interests in the Company or the rights
of stockholders with respect to each share of Common Stock as to voting,
dividends and other matters. Since there is no consideration received by the
Company in connection with the Stock Dividend, the overall capital of the
Company will not change as a result of the Stock Dividend. No change in total
stockholders' equity will result from the Stock Dividend. The amount of
capital represented by the outstanding shares of Common Stock will be
increased by $0.01 for each share issued to effect the Stock Dividend and the
Company's retained earnings will be reduced by the same amount. After the
Stock Dividend, purchases and sales of Common Stock by an individual
stockholder may be subject to higher brokerage charges and applicable stock
transfer taxes than on a pre-dividend transaction of equivalent market value,
due to the greater number of shares of Common Stock involved after the Stock
Dividend. In addition, the Company will incur certain expenses in connection
with the Stock Dividend, such as the cost of preparing and delivering to
stockholders new certificates representing additional shares.
Effective Date of the Stock Dividend; Delivery of New Certificates. If the
Amendment is approved by the stockholders at the Meeting, it is anticipated
that the record date for the Stock Dividend will be September 2, 1999 (the
"Stock Dividend Record Date"). Subject to such approval, on or about September
9, 1999 (the "Stock Dividend Payment Date") the Company's transfer agent will
mail a certificate representing one additional share of Common Stock for each
share held on the Stock Dividend Record Date to holders of Common Stock as of
the Stock Dividend Record Date. If stockholders approve the Amendment after
September 1, 1999 due to an adjournment or postponement of the Special Meeting
of if the filing of the Amendment is delayed for any reason,
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<PAGE>
the Stock Dividend Record Date and the Stock Dividend Payment Date will be
changed. Stockholders should retain their stock certificates representing
shares of Common Stock and should not send them to the Company or its transfer
agent. In addition, stockholders contemplating a sale between the Stock
Dividend Record Date and the Stock Dividend Payment Date should consult their
brokers as to their entitlement to the dividend shares.
Tax Consequences of the Stock Dividend. The following discussion is included
for general information only. Stockholders should consult their personal tax
advisors to determine the particular consequences of the Stock Dividend,
including the applicability and effect of federal, state, local and foreign
income and other taxes. No gain or loss will be recognized for federal income
tax purposes on the receipt of additional shares of Common Stock in the Stock
Dividend. A holder's tax basis in the shares of Common Stock held immediately
prior to the Stock Dividend will be allocated proportionately among the
original shares and the additional shares issued as a result of the Stock
Dividend. The holding period of the shares of Common Stock received by a
holder will include the period during which the shares of Common Stock owned
immediately prior to the Stock Dividend were held.
Vote Required. The affirmative vote of the holders of a majority of the
shares entitled to vote will be required to approve the Amendment. As a
result, abstentions and broker nonvotes will have the same effect as negative
votes.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 1.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of Common Stock of the Company as of July 30, 1999 by (i) each director, (ii)
the Chief Executive Officer of the Company, the four most highly compensated
executive officers (other than the Chief Executive Officer) whose total annual
salary and bonus exceeded $100,000 in fiscal 1999; (iii) all executive
officers and directors as a group; and (iv) all those known by the Company to
be beneficial owners of more than five percent of its Common Stock:
<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP(1)
--------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL
---------------- --------- ----------
<S> <C> <C>
David M. Rickey (2)..................................... 503,541 1.87
Roger A. Smullen (3).................................... 489,942 1.82
Franklin P. Johnson, Jr. (4)............................ 216,066 *
Thomas L. Tullie (5).................................... 122,898 *
Joel O. Holliday (6).................................... 112,808 *
William K. Bowes, Jr. (7)............................... 37,435 *
Arthur B. Stabenow (8).................................. 41,663 *
Laszlo V. Gal........................................... 17,000 *
R. Clive Ghest (9)...................................... 25,000 *
Kenneth L. Clark (10)................................... 14,755 *
Harvey P. White (11).................................... 7,208 *
Pilgrim Baxter & Associates............................. 1,675,892 6.24
All executive officers and directors
as a group (14 persons) (12)........................... 2,104,729 7.75
</TABLE>
- --------
* Less than one percent.
(1) This table is based upon information supplied by officers, directors and
principal stockholders and on any Schedules 13D or 13G filed with the
Securities and Exchange Commission (the "SEC"). Unless otherwise
indicated in the footnotes to this table and subject to community
property laws where applicable, each stockholder named in this table has
sole voting and investment power with respect to the shares indicated as
beneficially owned. Applicable percentage ownership is based on
26,849,215 shares of Common Stock outstanding on July 30, 1999.
(2) Includes 2,400 shares owned by Mr. Rickey's children. Includes 111,110
shares of Common Stock that are subject to repurchase by the Company and
45,000 shares issuable upon the exercise of vested options that are
exercisable within 60 days after July 30, 1999.
(3) Includes 20,138 shares of Common Stock that are subject to repurchase by
the Company. Includes 9,166 shares of Common Stock issuable upon the
exercise of vested options that are exercisable within 60 days after July
30, 1999.
(4) Includes 63,334 shares of Common Stock issuable upon the exercise of
options that are exercisable within 60 days after July 30, 1999, of which
9,722 shares are subject to repurchase rights in favor of the Company.
Also includes 73,916 shares held by Mr. Johnson's wife. Mr. Johnson
disclaims beneficial ownership with respect to the shares held by his
wife.
(5) Includes 41,666 shares that are subject to repurchase by the Company.
Includes 17,291 shares of Common Stock issuable upon the exercise of
options that are exercisable within 60 days after July 30, 1999.
(6) Includes 43,630 shares held in the name of Joel O. Holliday and Rosanne
R. Holliday, Co-Trustees of the Joel O. Holliday Family Trust dated April
1, 1985 and 66,181 shares of Common Stock issuable upon the exercise of
options that are exercisable within 60 days after July 30, 1999 of which
20,883 are subject to repurchase rights in favor of the Company.
5
<PAGE>
(7) Includes 5,700 shares of Common Stock owned by the William K. Bowes, Jr.
foundation. Includes 25,834 shares of Common Stock issuable upon the
exercise of options that are exercisable within 60 days after July 30,
1999, of which 9,722 shares are subject to repurchase rights in favor of
the Company.
(8) Includes 10,400 shares which, although issued, are subject to repurchase
rights in favor of the Company.
(9) Includes 22, 222 shares issuable upon the exercise of options that are
exercisable within 60 days after July 30, 1999, of which 13,889 shares
are subject to repurchase rights in favor of the Company.
(10) Includes 13,959 shares of Common Stock issuable upon the exercise of
options that are exercisable within 60 days after July 30, 1999.
(11) Includes 5,208 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days after July 30, 1999.
(12) Includes 306,300 shares issuable upon the exercise of options that are
exercisable within 60 days after July 30, 1999, of which 61,708 shares
are subject to repurchase rights in favor of the Company. Also includes
298,121 shares which, although issued, are subject to repurchase rights
in favor of the Company.
6
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OTHER MATTERS
The Board of Directors knows of no other business to be presented at the
meeting, but if other matters do properly come before the meeting, it is
intended that the persons named in the proxy will vote in respect thereof in
accordance with their best judgment.
By Order of the Board of Directors
William E. Bendush
Secretary
August 19, 1999
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1999 IS AVAILABLE
WITHOUT CHARGE UPON WRITTEN REQUEST TO CORPORATE SECRETARY, APPLIED MICRO
CIRCUITS CORPORATION, 6290 SEQUENCE DRIVE, SAN DIEGO, CA 92121.
7
<PAGE>
PROXY PROXY
APPLIED MICRO CIRCUITS CORPORATION
PROXY FOR SPECIAL MEETING TO BE HELD ON SEPTEMBER 1, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David M. Rickey and William E. Bendush, or
either of them, as attorneys and proxies of the undersigned (the "Proxies"),
each with the power to substitute, to represent and vote all of the shares of
Common Stock of Applied Micro Circuits Corporation ("AMCC"), which the
undersigned would be entitled to vote, at the Special Meeting of Stockholders of
AMCC to be held on September 1, 1999 and at any adjournments thereof, subject to
the directions indicated on the reverse side hereof.
In their discretion, the Proxies are authorized to vote upon any other matter
that may properly come before the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF
NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1, AS MORE
SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT.
IMPORTANT - This proxy must be signed and dated on the reverse side.
THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT!
Dear Stockholder:
We cordially invite you to attend the Special Meeting of Stockholders of
Applied Micro Circuits Corporation to be held at 10:00 a.m. local time on
Wednesday, September 1, 1999 at 6290 Sequence Drive, San Diego, California
92121.
Please read the proxy statement which describes the proposal and presents
other important information, and complete, sign and return your proxy promptly
in the enclosed envelope.
Directions from the San Diego Airport
1. Take Interstate 5 North
2. Merge onto 52 East
[MAP] 3. Merge onto 805 North
4. Exit Mira Mesa Blvd., turn right
5. Turn left on Sequence Drive
6. AMCC is on the left side
<PAGE>
APPLIED MICRO CIRCUITS CORPORATION
Please mark vote in oval in the following manner using dark ink only.
The Board of Directors recommends a vote for Proposal 1.
Proposal 1: To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the Company's authorized
shares of Common Stock from 60,000,000 shares to 180,000,000
shares.
[ ] For [ ] Against [ ] Abstain
If you plan to attend the special meeting, please mark this box. [ ]
DATED , 1999 Signature
-------------- ---------------------------------
Name (printed)
----------------------------
Title
-------------------------------------
Important: Please sign exactly as name appears on
this proxy. When signing as attorney, executor,
trustee, guardian, corporate officer, etc., please
indicate full title.
FOLD AND DETACH HERE
