<PAGE>
As filed with the Securities and Exchange Commission on April 22, 1999
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)
_______________________
1998 Employee Stock Purchase 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
Carl L. Spataro, Jr.
Venture Law Group
A Professional Corporation
2775 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
Page 1 of 9 Pages
Exhibit Index on Page 7
(Calculation of Registration Fee on following page)
<PAGE>
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Amount Maximum Maximum Amount of
to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 Employee Stock Purchase Plan
Common Stock,
$0.01 par value............................ 400,000 Shares $42.66 (2) $17,064,000 $4,743.79
</TABLE>
_______________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any Plan 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) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the
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registration fee. The computation is based upon the average of the high
and low sale prices of the Common Stock as reported on The Nasdaq National
Market on April 16, 1999, multiplied by 85%, which is the percentage of the
trading purchase price applicable to purchases under the referenced Plan.
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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 Securities and Exchange Commission (the "SEC") requires us to
"incorporate by reference" certain of our publicly-filed documents into this
prospectus, which means that information included in those documents is
considered part of this prospectus. Information that we file with the SEC after
the effective date of this prospectus will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"), until we
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terminate the effectiveness of this registration statement.
The following documents filed with the SEC are hereby incorporated by
reference:
(a) Our Annual Report on Form 10-K for the year ended March 31, 1998, filed
on June 15, 1998, as amended on October 15, 1998 (File No. 0-23193), pursuant to
Section 13 of the Exchange Act, which contains audited financial statements for
our latest fiscal year for which such statements have been filed.
(b) Our Quarterly Report on Form 10-Q for the quarter ended June 30, 1998
filed on August 14, 1998, as amended on October 15, 1998 (File No. 0-23193).
(c) Our Quarterly Report on Form 10-Q for the quarter ended September 30,
1998 filed on November 16, 1998 (File No. 0-23193).
(d) Our Quarterly Report on Form 10-Q for the quarter ended December 31,
1998 filed on February 16, 1999 (File No. 0-23193).
(e) The description of our Common Stock in our Registration Statement on
Form 8-A filed with the SEC under Section 12 of the Exchange Act on October 10,
1997 (File No. 0-23193), including any amendments or reports filed for the
purpose of updating such description.
(f) Our Current Report on Form 8-K, filed with the SEC on April 8, 1999
(File No. 0-23193).
We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, other than exhibits to
those documents. You should direct any requests for documents to William
Bendush, 6290 Sequence Drive, San Diego, CA 92121, telephone: (619) 450-9333.
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.
-----------------------------------------
Our Certificate of Incorporation reduces the liability of a director to the
corporation or its shareholders for monetary damages for breaches of his or her
fiduciary duty of care to the fullest extent permissible under Delaware law.
Our Bylaws further provide for indemnification of corporate agents to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
we have entered into Indemnification Agreements with our officers and directors.
Item 7. Exemption from Registration Claimed. Not applicable.
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<PAGE>
Item 8. Exhibits.
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<TABLE>
<CAPTION>
Exhibit
Number
------
<C> <S>
5.1 Opinion of Venture Law Group, a Professional Corporation (see p.8)
23.1 Consent of Venture Law Group, a Professional Corporation (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors (see p. 9).
24.1 Powers of Attorney (see p. 6).
</TABLE>
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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 19th day of April, 1999.
Applied Micro Circuits Corporation
By: /s/ WILLIAM E. BENDUSH
------------------------------
William E. Bendush
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 William E. Bendush,
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
- --------- ----- ----
<S> <C> <C>
/s/ DAVID M. RICKEY President and April 20, 1999
- ----------------------------------------- Chief Executive Officer
David M. Rickey
/s/ WILLIAM E. BENDUSH April 20, 1999
- ----------------------------------------- Chief Financial Officer
William E. Bendush
/s/ ROGER A. SMULLEN Director and Chairman of the Board of April 20, 1999
- ----------------------------------------- Directors
Roger A. Smullen
/s/ WILLIAM K. BOWES, JR. Director April 20, 1999
- -----------------------------------------
William K. Bowes, Jr.
/s/ R. CLIVE GHEST Director April 20, 1999
- -----------------------------------------
R. Clive Ghest
/s/ FRANKLIN P. JOHNSON Director April 20, 1999
- -----------------------------------------
Franklin P. Johnson, Jr.
/s/ ARTHUR B. STABENOW Director April 20, 1999
- -----------------------------------------
Arthur B. Stabenow
/s/ HARVEY P. WHITE Director April 20, 1999
- -----------------------------------------
Harvey P. White
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number No.
------ -----
<S> <C> <C>
5.1 Opinion of Venture Law Group, a Professional Corporation 8
-----
23.1 Consent of Venture Law Group, a Professional Corporation 8
(included in Exhibit 5.1). -----
23.2 Consent of Ernst & Young LLP, Independent Auditors (see p. 8). 9
-----
24.1 Powers of Attorney (see p. 6). 6
-----
</TABLE>
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<PAGE>
EXHIBIT 5.1
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April 20, 1999
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
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Statement") filed by you with the Securities and Exchange Commission (the
- ---------
"Commission") on April 20, 1999 in connection with the registration under the
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Securities Act of 1933, as amended, of a total of 400,000 shares of your Common
Stock (the "Shares") reserved for issuance under the 1998 Employee Stock
------
Purchase 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,
VENTURE LAW GROUP
A Professional Corporation
<PAGE>
EXHIBIT 23.2
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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 1998 Employee Stock Purchase Plan of our report dated
April 21, 1998, with respect to the consolidated financial statements and
schedule of Applied Micro Circuits Corporation, included in its Annual Report on
Form 10-K for the fiscal year ended March 31, 1998, filed with the Securities
and Exchange Commission on June 15, 1998, as amended on October 15, 1998.
ERNST & YOUNG LLP
San Diego, California
April 19, 1999
