<PAGE>
As filed with the Securities and Exchange Commission on December 10, 1999
Registration No. 333-_____________
================================================================================
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 or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6290 SEQUENCE DRIVE
SAN DIEGO, CA 92121
(858) 450-9333
(Address Of Principal Executive Offices)
-----------------------------
1992 STOCK OPTION PLAN
(Full Title Of The Plan(s))
----------------------------
David M. Rickey
President and Chief Executive Officer
APPLIED MICRO CIRCUITS CORPORATION
6290 Sequence Drive
San Diego, CA 92121
(858) 450-9333
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code,
Of Agent For Service)
----------------------------
Copies to:
D. Bradley Peck, Esq.
Nancy D. Krueger, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, CA 92121
(858) 550-6000
----------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered (1) Price per Share (2) Offering Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.01) 7,600,000 shares $54.38 - $99.75 $674,483,598.75 $178,063.67
=================================================================================================================================
</TABLE>
(1) The Registrant's Board of Directors and stockholders approved an amendment
to increase the number of shares available for issuance under the
Registrant's 1992 Stock Option Plan, as amended (the "1992 Plan"), by
3,800,000 shares in April 1999 and August 1999, respectively. In September
1999, the Registrant implemented a two-for-one stock split (paid through a
100% stock dividend). Accordingly, this Registration Statement covers
7,600,000 shares to cover the additional shares that became issuable under
the 1992 Plan by reason of such stock dividend. This registration
statement shall also cover any additional shares of Common Stock which
shall become issuable under the 1992 Plan 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) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933,
as amended, (the "Securities Act"). The price per share and the aggregate
offering price are calculated on the basis of (a) the weighted average of
$54.38 to $99.75, the exercise price for 800,988 shares subject to
outstanding options granted under the Option Plan and (b) $95.6875, the
average of the high and low sales prices of Registrant's Common Stock on
December 3, 1999, as reported on the NASDAQ National Market for the
remainder of the shares subject to the Option Plan registered hereunder.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-47185
The contents of Registration Statement on Form S-8 No. 333-47185 filed with
the Securities and Exchange Commission on March 2, 1998 are incorporated by
reference herein.
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24 Power of Attorney is contained on the signature pages
99.1* 1992 Stock Option Plan, as amended
* Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10Q for the
Fiscal Quarter Ended September 30, 1999, which was filed November 15, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 December 8, 1999.
APPLIED MICRO CIRCUITS CORPORATION
By: /s/ WILLIAM E. BENDUSH
-----------------------------------
William E. Bendush
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David M. Rickey and William E. Bendush,
and both or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
<PAGE>
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
<S> <C> <C>
/s/ DAVID M. RICKEY President, Chief Executive Officer and December 8, 1999
- ----------------------------------------------- Director
David M. Rickey
/s/ WILLIAM E. BENDUSH Chief Financial Officer (Principal Financial December 8, 1999
- ----------------------------------------------- and Accounting Officer)
William E. Bendush
/s/ ROGER A. SMULLEN Chairman of the Board of Directors December 8, 1999
- -----------------------------------------------
Roger A. Smullen, Sr.
/s/ WILLIAM K. BOWES, JR. Director December 8, 1999
- -----------------------------------------------
William K. Bowes, Jr.
/s/ R. CLIVE GHEST Director December 8, 1999
- -----------------------------------------------
R. Clive Ghest
/s/ FRANKLIN P. JOHNSON, JR. Director December 8, 1999
- -----------------------------------------------
Franklin P. Johnson, Jr.
/s/ ARTHUR B. STABENOW Director December 8, 1999
- -----------------------------------------------
Arthur B. Stabenow
/s/ HARVEY P. WHITE Director December 8, 1999
- -----------------------------------------------
Harvey P. White
/s/ S. ATIQ RAZA Director December 8, 1999
- -----------------------------------------------
S. Atiq Raza
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION SEQUENTIAL
NUMBER PAGE NUMBERS
<S> <C> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24 Power of Attorney is contained on the signature pages
99.1* 1992 Stock Option Plan, as amended
</TABLE>
* Filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10Q for the
Fiscal Quarter Ended September 30, 1999, which was filed November 15, 1999.
<PAGE>
EXHIBIT 5.1
December 9, 1999
Applied Micro Circuits Corporation
6290 Sequence Drive
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Applied Micro Circuits Corporation (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 7,600,000
shares of the Company's Common Stock, $.01 par value (the "Shares"), pursuant to
its 1992 Stock Option Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ D. Bradley Peck
----------------------------------
D. Bradley Peck
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1992 Stock Option Plan of Applied Micro Circuits
Corporation of our report dated April 21, 1999, with respect to the consolidated
financial statements and schedule of Applied Micro Circuits Corporation included
in the Annual Report on Form 10-K for the fiscal year ended March 31, 1999,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
San Diego, California
December 7, 1999
