<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 29, 1999
APPLIED MICRO CIRCUITS CORPORATION
(Exact name of registrant as specified in its charter)
000-23193
(Commission File Number)
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
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Pursuant to the Agreement and Plan of Merger, dated as of March 3, 1999
(the "Merger Agreement"), by and among Applied Micro Circuits Corporation, a
Delaware corporation ("AMCC"), Wiley Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of AMCC ("Merger Sub"), and Cimaron
Communications Corporation, a Delaware corporation ("Cimaron"), and the related
Certificate of Merger filed with the Delaware Secretary of State on March 17,
1999, Merger Sub was merged with and into Cimaron (the "Merger"). As a result
of the Merger, Cimaron has become a wholly-owned subsidiary of AMCC. The
acquisition is being accounted for as a pooling of interests transaction.
The accompanying unaudited consolidated financial information contains
restated financial information which has not yet been otherwise filed under the
Securities Exchange Act of 1934 and has been retroactively restated to reflect
the combined financial positions and combined results of operations for the four
quarters and year ended March 31, 1999 giving effect to the acquisition which
closed on March 17, 1999, as if it had occurred at the beginning of the earliest
period presented. The Company believes that all necessary adjustments,
consisting only of normal recurring adjustments, have been included in the
amounts stated below to state fairly the selected financial information when
read in conjunction with the Consolidated Financial Statements and the Notes
thereto included in the Company's annual reports on Form 10-K filed June 15,
1998, as amended on October 15, 1998 and the Company's 10-Q's filed August 14,
1998, as amended on October 15, 1998, November 16, 1998 and February 16, 1999,
respectively.
Cimaron was incorporated in the State of Delaware on January 2, 1998.
Prior to the combination, Cimaron's fiscal year end was December 31st. In
presenting the consolidated financial information of the combined Company, the
operations of AMCC for the quarters ended June 30, 1998, September 30, 1998,
December 31, 1998 and March 31, 1999 and the year ended March 31, 1999 have been
combined with the operations of Cimaron for the quarters ended March 31, 1998,
June 30, 1998, September 31, 1998 and December 31, 1998 and twelve months ended
December 31, 1998, respectively. The financial position of AMCC at June 30,
1998, September 30, 1998, December 31, 1998 and March 31, 1999 have been
combined with the financial position of Cimaron at March 31, 1998, June 30,
1998, September 30, 1998 and March 31, 1999. The result of operations for
Cimaron for the quarter ended March 31, 1999 have been charged to retained
earnings at March 31, 1999. Based on the manner in which the interim periods
have been combined and the date of incorporation of Cimaron, the financial
statements of AMCC as of March 31, 1998 and for the three years then ended which
are included in AMCC's annual report on Form 10-K filed with the Securities
Exchange Commission on June 15, 1998, as amended on October 15, 1998 remain the
historical consolidated financial statements of the combined Company.
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APPLIED MICRO CIRCUITS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30, 1998 DECEMBER 31, 1998 MARCH 31,
-------- ------------------ ----------------- ---------
1998 1998 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
ASSETS
------
Current assets:
Cash, cash equivalents, and short-term investments............. $ 72,861 $ 70,333 $ 80,770 $ 86,540
Accounts receivable............................................ 12,026 17,757 17,202 19,275
Inventories.................................................... 8,845 9,450 9,692 9,813
Other current assets........................................... 6,695 6,511 6,441 9,392
-------- -------- -------- --------
Total current assets.................................. 100,427 104,051 114,105 125,020
Property and equipment, net.......................................... 19,185 21,729 22,754 23,128
Other assets......................................................... 186 2,101 2,034 2,507
-------- -------- -------- --------
Total assets.................................................... $119,798 $127,881 $138,893 $150,655
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable............................................... $ 3,992 $ 4,680 $ 3,742 $ 5,131
Other current liabilities...................................... 8,195 8,890 10,462 13,335
Current portion of long-term debt and capital lease obligations 1,929 1,800 2,301 2,937
-------- -------- -------- --------
Total current liabilities............................. 14,116 15,370 16,505 21,403
Long-term debt and capital lease obligations, less current portion... 4,165 3,806 6,370 7,558
Stockholders' equity 101,517 108,705 116,018 121,694
-------- -------- -------- --------
Total liabilities and stockholders' equity.................. $119,798 $127,881 $138,893 $150,655
======== ======== ======== ========
</TABLE>
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APPLIED MICRO CIRCUITS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
------------------ ----------
June 30, September 30, December 31, March 31, March 31,
1998 1998 1998 1999 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net revenues............................................ $23,814 $25,472 $26,972 $28,742 $105,000
Cost of revenues........................................ 9,399 9,347 9,669 9,522 37,937
------- ------- ------- ------- --------
Gross profit............................................ 14,415 16,125 17,303 19,220 67,063
Operating expenses:
Research and development............................. 4,893 5,454 5,847 6,278 22,472
Selling, general and administrative.................. 4,164 4,296 4,573 5,292 18,325
Merger-related costs................................. -- -- -- 2,350 2,350
------- ------- ------- ------- --------
Total operating expenses........................... 9,057 9,750 10,420 13,920 43,147
------- ------- ------- ------- --------
Operating income........................................ 5,358 6,375 6,883 5,300 23,916
Interest income, net.................................... 853 877 883 837 3,450
------- ------- ------- ------- --------
Income before income taxes.............................. 6,211 7,252 7,766 6,137 27,366
Provision for income taxes.............................. 2,227 2,584 2,646 2,776 10,233
------- ------- ------- ------- --------
Net income.............................................. $ 3,984 $ 4,668 $ 5,120 $ 3,361 $ 17,133
======= ======= ======= ======= ========
Basic earnings per share:
Earnings per share................................... $ 0.17 $ 0.19 $ 0.21 $ 0.13 $ 0.70
======= ======= ======= ======= ========
Shares used in calculating basic earnings per share.. 23,640 24,410 24.801 25,204 24,514
======= ======= ======= ======= ========
Diluted earnings per share:
Earnings per share................................... $ 0.15 $ 0.17 $ 0.19 $ 0.12 $ 0.62
======= ======= ======= ======= ========
Shares used in calculating diluted earnings per share 26,665 27,296 27,619 28,140 27,430
======= ======= ======= ======= ========
</TABLE>
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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 hereunto duly authorized.
APPLIED MICRO CIRCUITS CORPORATION
Date: April 29, 1999 By: /s/ William E. Bendush
----------------------------------
William E. Bendush
Chief Financial Officer
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