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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
August 28, 2000
Date of Report (date of earliest event reported)
APPLIED MICRO CIRCUITS CORPORATION
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(Exact name of Registrant as specified in charter)
Delaware 000-23193 94-2586591
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
6290 Sequence Drive
San Diego, California 92121
(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 450-9333
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On August 28, 2000, Applied Micro Circuits Corporation, a Delaware
corporation ("AMCC"), Mercury Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of AMCC ("Merger Sub"), and MMC Networks, Inc., a
Delaware corporation ("MMC") entered into an Agreement and Plan of Merger and
Reorganization dated as of August 28, 2000 (the "Merger Agreement"), pursuant to
which MMC agreed to merge with and into Merger Sub (the "Merger"). In connection
with the Merger Agreement, certain stockholders of MMC entered into voting
agreements (the "Voting Agreement") with AMCC pursuant to which the stockholders
committed to vote their shares of MMC common stock in support of the Merger.
Attached and incorporated herein by reference in their entirety as Exhibits
99.1, 99.2 and 99.3, respectively, are copies of the Merger Agreement, the form
of Voting Agreement and a joint press release of AMCC and MMC announcing the
transaction.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
99.1 Agreement and Plan of Merger and Reorganization dated as of
August 28, 2000, by and among Applied Micro Circuits
Corporation, Mercury Acquisition Corp. and MMC Networks,
Inc.
99.2 Form of Voting Agreement between Applied Micro Circuits
Corporation and certain stockholders of MMC Networks, Inc.
99.3 Joint Press Release dated August 27, 2000.
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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.
Date: September 7, 2000 APPLIED MICRO CIRCUITS CORPORATION
/s/ William E. Bendush
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William E. Bendush,
Vice President, Treasurer,
Chief Financial Officer
and Secretary
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Exhibit Index
Exhibit Number Exhibit Title
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99.1 Agreement and Plan of Merger and Reorganization dated as of
August 28, 2000 by and among Applied Micro Circuits Corporation,
Mercury Acquisition Corp. and MMC Networks, Inc.
99.2 Form of Voting Agreement between Applied Micro Circuits
Corporation and certain stockholders of MMC Networks, Inc.
99.3 Joint Press Release dated August 27, 2000, announcing the
execution of the Agreement and Plan of Merger and Reorganization.
