<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 2000
REGISTRATION NO. 333-_______
----------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
APPLIED MICRO CIRCUITS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 3674 94-2586591
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
6290 SEQUENCE DRIVE, SAN DIEGO, CA 92121
(858) 450-9333
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
___________________
WILLIAM E. BENDUSH
VICE PRESIDENT, FINANCE AND ADMINISTRATION, AND CHIEF FINANCIAL 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.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CA 92121
(858) 550-6000
___________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.] [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(1) PRICE(1) FEE
- ------------------------------ ------------- --------------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per
share.............................. 9,000 $81.03 $729,270 $193.00
----- ------ -------- -------
</TABLE>
(1) Estimated in accordance with Rule 457(c) of the Securities Act of 1933,
solely for the purpose of calculating the amount of the registration fee based
on the average of the high and low prices of the Registrant's Common Stock as
reported on the Nasdaq National Market on April 14, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 21, 2000
9,000 Shares
APPLIED MICRO CIRCUITS CORPORATION
Common Stock
We are registering 9,000 shares of our common stock for resale by the selling
stockholders identified in this prospectus. We will not receive any of the
proceeds from the sale of shares by the selling stockholders.
Our common stock is listed on The Nasdaq National Market under the symbol
"AMCC." On April 18, 2000, the last reported sale price for our common stock was
$107.25 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS," BEGINNING ON
PAGE 2.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES CANNOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING OFFERS TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is _______________ , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
The Company............................................................... 1
Risk Factors.............................................................. 2
Use of Proceeds........................................................... 10
Selling Stockholders...................................................... 10
Plan of Distribution...................................................... 10
Legal Matters............................................................. 11
Experts................................................................... 11
Where You Can Find More Information....................................... 11
Disclosure Regarding Forward-Looking Statements........................... 12
</TABLE>
_____________________
YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE
HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL
THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE ON THE
DATE OF THIS DOCUMENT.
<PAGE>
APPLIED MICRO CIRCUITS CORPORATION
The Company
Unless the context requires otherwise, references in this prospectus to "we,"
"us," "our" and "AMCC" refer to Applied Micro Circuits Corporation and its
wholly owned subsidiaries.
AMCC designs, develops, manufactures and markets high-performance, high-
bandwidth silicon solutions for the world's optical networks. We utilize a
combination of high-frequency analog, mixed-signal and digital design expertise
coupled with system-level knowledge and multiple silicon process technologies to
offer integrated circuit, or IC, products that enable the transport of voice and
data over fiber optic networks. Our customers include leading communications
equipment manufacturers such as Alcatel, Ciena, Cisco, Lucent, Marconi
Communications and Nortel as well as emerging communications systems providers
such as Cerent (recently acquired by Cisco), Juniper Networks, Monterey Networks
(recently acquired by Cisco), Nexabit (recently acquired by Lucent) and Sycamore
Networks.
Over the past decade, the volume of high speed data traffic across the public
communications network has grown significantly, reflecting the increasing demand
for Internet access, electronic mail communications, electronic commerce, remote
access by telecommuters and other network data transmission services. Ryan,
Hankin & Kent, a market research and consulting firm, projects that Internet and
other data traffic requirements will increase by over 4000% between 1999 and
2003. The volume and complexity of transmitted data has led to the increasing
deployment of high-speed communications technologies such as DWDM, SONET/SDH and
ATM. Dense wave division multiplexing, or DWDM, is a technology for increasing
the bandwidth in fiber optic networks. The synchronous optical network, or
SONET, standard in North America and Japan, and the synchronous digital
hierarchy, or SDH, standard in the rest of the world, are the standards for the
transmission of signals over optical fiber. Asynchronous transfer mode, or ATM,
a transmission protocol complementary to SONET/SDH, is optimized to handle the
multiple protocols existing in today's networks.
Enterprise networks are also rapidly being upgraded with higher bandwidth
technologies, such as Gigabit Ethernet. In addition, the Fibre Channel standard,
which facilitates data transmission at rates exceeding one gigabit per second,
is a scalable method for achieving high-speed, high-volume data transfer among
workstations, mainframes, data storage devices and other peripherals.
Our objective is to be the premier supplier of high-bandwidth silicon ICs for
the world's optical networks. Our strategies for achieving this objective
include:
. Focusing on high-growth, fiber optic-based network markets;
. Providing complete system solutions to our customers;
. Integrating higher levels of functionality into our semiconductor products;
and
. Leveraging expertise in multiple silicon-process technologies to provide
cost-effective, optimized solutions.
Our products target the SONET/SDH, ATM, Gigabit Ethernet and Fibre Channel
semiconductor markets. In addition, we recently introduced silicon ICs targeted
for DWDM systems. We provide our customers with complete silicon IC solutions
ranging from physical media dependent devices such as laser drivers and physical
layer products such as transceivers to overhead processor products such as
framers and mappers. Our products span data rates from OC-3, or 155 megabits per
second, to OC-192, or 10 gigabits per second. We also supply silicon ICs for the
automated test equipment, or ATE, high-speed computing and military markets.
We manufacture some products at our silicon wafer fabrication facility in San
Diego, California. We also utilize outside semiconductor wafer fabrication
facilities for the production of products designed on CMOS processes. Recently,
we have introduced several new products using IBM's silicon germanium BiCMOS
process.
Our principal executive offices are located at 6290 Sequence Drive, San Diego,
CA 92121, and our telephone number is (858) 450-9333.
1
<PAGE>
RISK FACTORS
This offering involves a high degree of risk. You should carefully consider the
following information about these risks, as well as the other information
contained or incorporated by reference in this prospectus, before you decide to
buy any of our common stock.
OUR OPERATING RESULTS MAY FLUCTUATE BECAUSE OF A NUMBER OF FACTORS, MANY OF
WHICH ARE BEYOND OUR CONTROL.
If our operating results are below the expectations of public market analysts or
investors, then the market price of our common stock could decline. Some of the
factors that affect our quarterly and annual results, but which are difficult to
control or predict are:
. the reduction, rescheduling or cancellation of orders by customers,
whether as a result of stockpiling of our products or otherwise;
. fluctuations in the timing and amount of customer requests for product
shipments;
. fluctuations in manufacturing output, yields and inventory levels;
. changes in the mix of products that our customers buy;
. our ability to introduce new products and technologies on a timely basis;
. the announcement or introduction of products and technologies by our
competitors;
. the availability of external foundry capacity, purchased parts and raw
materials;
. competitive pressures on selling prices;
. the amounts and timing of costs associated with warranties and product
returns;
. the amounts and timing of investments in research and development;
. market acceptance of our products and of our customers' products;
. the timing of depreciation and other expenses that we expect to incur in
connection with any expansion of our manufacturing capacity;
. costs associated with acquisitions and the integration of acquired
operations;
. costs associated with compliance with applicable environmental regulations
or remediation;
. costs associated with litigation, including without limitation, litigation
or settlements relating to the use or ownership of intellectual property;
. the ability of our customers to obtain components from their other
suppliers;
. general communications systems industry and semiconductor industry
conditions; and
. general economic conditions.
Our expense levels are relatively fixed and are based, in part, on our
expectations of future revenues. We are continuing to increase our operating
expenses for additional manufacturing capacity, personnel and new product
development. However, we have limited ability to reduce expenses quickly in
response to any revenue shortfalls. Consequently, our business, financial
condition and operating results would be harmed if we do not achieve
increased revenues. We can have revenue shortfalls for a variety of reasons,
including:
. significant pricing pressures that occur because of declines in average
selling prices over the life of a product;
. sudden shortages of raw materials or production capacity constraints that
lead our suppliers to allocate available supplies or capacity to customers
with resources greater than us and, in turn, interrupt our ability to meet
our production obligations;
. fabrication, test or assembly capacity constraints for internally
manufactured devices which interrupt our ability to meet our production
obligations; and
. the reduction, rescheduling or cancellation of customer orders.
In addition, our business is characterized by short-term orders and shipment
schedules, and customer orders typically can be canceled or rescheduled without
significant penalty to the customer. Because we do not have substantial
noncancellable backlog, we typically plan our production and inventory levels
based on internal forecasts of customer demand which are highly unpredictable
and can fluctuate substantially. In addition, from time to time, in response to
anticipated long lead times to obtain inventory and materials from our outside
suppliers and foundries, we may order
2
<PAGE>
materials in advance of anticipated customer demand. This advance ordering might
result in excess inventory levels or unanticipated inventory write-downs if
expected orders fail to materialize, or other factors render the customers'
products less marketable. Further, we currently anticipate that an increasing
portion of our revenues in future periods will be derived from sales of
application-specific standard products, or ASSPs, as compared to application-
specific integrated circuits, or ASICs. Customer orders for ASSPs typically have
shorter lead times than orders for ASICs, which may make it increasingly
difficult for us to predict revenues and inventory levels and adjust production
appropriately. If we are unable to plan inventory and production levels
effectively, our business, financial condition and operating results could be
materially harmed.
IF WE DO NOT SUCCESSFULLY EXPAND OUR MANUFACTURING CAPACITY ON TIME, WE MAY FACE
SERIOUS CAPACITY CONSTRAINTS.
We currently manufacture a majority of our IC products at our wafer fabrication
facility located in San Diego, California, and we are currently expanding this
facility. We believe that when the expansion is completed we will be able to
satisfy our production needs from this fabrication facility through fiscal 2001,
although this date may vary depending on, among other things, our rate of
growth. We will be required to hire, train and manage additional production
personnel in order to increase production capacity as scheduled. In addition,
to further expand our capacity to fabricate wafers using a bipolar process, we
entered into a foundry agreement with a third party wafer fabrication facility.
We will have to install our fabrication processes at this foundry, qualify our
processes at this foundry and then ramp production volumes at this foundry. If
we cannot expand our capacity on a timely basis, we could experience significant
capacity constraints that could render us unable to meet customer demand or
force us to spend more to meet demand. In addition, the depreciation and other
expenses that we will incur in connection with the expansion of our
manufacturing capacity may harm our gross margin in any future fiscal period.
We are exploring alternatives for the further expansion of our manufacturing
capacity which would likely occur after fiscal year 2001, including:
. entering into strategic relationships to obtain additional capacity;
. building a new wafer fabrication facility; or
. purchasing a wafer fabrication facility.
Any of these alternatives could require a significant investment by us. There
can be no assurance that any of the alternatives for expansion of our
manufacturing capacity will be available on a timely basis or that we will be
able to manage our growth and effectively integrate our expansion into our
current operations.
The cost of any investment we may have to make to expand our manufacturing
capacity is expected to be funded through a combination of available cash, cash
equivalents and short-term investments, cash from operations and additional
debt, lease or equity financing. We may not be able to obtain the additional
financing necessary to fund the construction and completion of the new
manufacturing facility.
Expanding our current wafer fabrication facility, building a new wafer
fabrication facility or purchasing a wafer fabrication facility entails
significant risks, including:
. shortages of materials and skilled labor;
. unforeseen environmental or engineering problems;
. work stoppages;
. weather interferences; and
. unanticipated cost increases.
Any one of these risks could have a material adverse effect on the building,
equipping and production start-up of a new facility or the expansion of our
existing facility. In addition, unexpected changes or concessions required by
local, state or federal regulatory agencies with respect to necessary licenses,
land use permits, site approvals and building permits could involve significant
additional costs and delay the scheduled opening of the expansion or new
facility and could reduce our anticipated revenues. Also, the timing of
commencement of operation of our expanded or new facility will depend upon the
availability, timely delivery, successful installation and testing of the
necessary process equipment. As a result of the foregoing and other factors, our
expanded or new facility may not be completed and in volume production within
its current budget or within the period currently scheduled. Furthermore, we may
be unable to achieve adequate manufacturing yields in our expanded or new
facility in a timely manner, and our revenues may not increase commensurate with
the anticipated increase in manufacturing capacity associated with the expanded
or new facility. In addition, in the future, we may be required for competitive
reasons to make additional capital investments in the existing wafer fabrication
facility or to accelerate the timing of the construction of a new wafer
fabrication facility in order to expedite the manufacture of products based on
more advanced manufacturing processes.
3
<PAGE>
OUR OPERATING RESULTS SUBSTANTIALLY DEPEND ON MANUFACTURING OUTPUT AND YIELDS,
WHICH MAY NOT MEET EXPECTATIONS.
We manufacture most of our semiconductors at our San Diego fabrication facility.
Manufacturing semiconductors requires manufacturing tools which are unique to
each product being produced. If one of these unique manufacturing tools was
damaged or destroyed, then our ability to manufacture the related product would
be impaired and our business would suffer until the tool were repaired or
replaced.
Our yields decline whenever a substantial percentage of wafers must be rejected
or a significant number of die on each wafer are nonfunctional. Such declines
can be caused by many factors, including minute levels of contaminants in the
manufacturing environment, design issues, defects in masks used to print
circuits on a wafer and difficulties in the fabrication process. The ongoing
expansion of the manufacturing capacity of our existing wafer fabrication
facility could increase the risk of contaminants in the facility. In addition,
many of these problems are difficult to diagnose, and are time consuming and
expensive to remedy and can result in shipment delays.
Difficulties associated with adapting our technology and product design to the
proprietary process technology and design rules of outside foundries also can
lead to reduced yields. The process technology of an outside foundry is
typically proprietary to the manufacturer. Since low yields may result from
either design or process technology failures, yield problems may not be
effectively determined or resolved until an actual product exists that can be
analyzed and tested to identify process sensitivities relating to the design
rules that are used. As a result, yield problems may not be identified until
well into the production process, and resolution of yield problems may require
cooperation between ourselves and our manufacturer. In some cases this risk
could be compounded by the offshore location of certain of our manufacturers,
increasing the effort and time required to identify, communicate and resolve
manufacturing yield problems. In addition, manufacturing defects which we do not
discover during the manufacturing or testing process may lead to costly product
recalls.
We estimate yields per wafer in order to estimate the value of inventory. If
yields are materially different than projected, work-in-process inventory may
need to be revalued. We have in the past, and may in the future from time to
time, take inventory write-downs as a result of decreases in manufacturing
yields. We may suffer periodic yield problems in connection with new or existing
products or in connection with the commencement of production in a new or
expanded manufacturing facility.
Because the majority of our costs of manufacturing are relatively fixed, yield
decreases can result in substantially higher unit costs and may result in
reduced gross profit and net income. In addition, yield decreases could force us
to allocate available product supply among customers, which could potentially
harm customer relationships.
A DISRUPTION IN THE MANUFACTURING CAPABILITIES OF OUR OUTSIDE FOUNDRIES WOULD
NEGATIVELY IMPACT THE PRODUCTION OF CERTAIN OF OUR PRODUCTS.
We rely on outside foundries for the manufacture of certain products, including
all of our products designed on CMOS processes and silicon germanium processes.
We generally do not have long-term wafer supply agreements with our outside
foundries that guarantee wafer or product quantities, prices or delivery lead
times. The outside foundries manufacture our products on a purchase order basis.
We expect that, for the foreseeable future, a single foundry will manufacture
certain products. Because establishing relationships and ramping production with
new outside foundries takes several months to over a year, there is no readily
available alternative source of supply for these products. A manufacturing
disruption experienced by one or more of our outside foundries would impact the
production of certain of our products for a substantial period of time.
Furthermore, the transition to the next generation of manufacturing technologies
at one or more of our outside foundries could be unsuccessful or delayed.
OUR DEPENDENCE ON THIRD-PARTY MANUFACTURING AND SUPPLY RELATIONSHIPS INCREASES
THE RISK THAT WE WILL NOT HAVE AN ADEQUATE SUPPLY OF PRODUCTS TO MEET DEMAND OR
THAT OUR COST OF MATERIALS WILL BE HIGHER THAN EXPECTED.
The risks associated with our dependence upon third parties which manufacture,
assemble or package certain of our products, include:
. reduced control over delivery schedules and quality;
. risks of inadequate manufacturing yields and excessive costs;
. the potential lack of adequate capacity during periods of excess demand;
. difficulties selecting and integrating new subcontractors;
. limited warranties on wafers or products supplied to us;
. potential increases in prices; and
. potential misappropriation of our intellectual property.
These risks may lead to increased costs or delay product delivery, which would
harm our profitability and customer relationships. We may encounter similar
risks if we hire subcontractors to test our products in the future.
4
<PAGE>
IF THE SUBCONTRACTORS WE USE TO MANUFACTURE OUR WAFERS OR PRODUCTS DISCONTINUE
THE MANUFACTURING PROCESSES NEEDED TO MEET OUR DEMANDS, OR FAIL TO UPGRADE THEIR
TECHNOLOGIES NEEDED TO MANUFACTURE OUR PRODUCTS, WE MAY FACE PRODUCTION DELAYS.
Our wafer and product requirements typically represent a very small portion of
the total production of the third-party foundries. As a result, we are subject
to the risk that a producer will cease production on an older or lower- volume
process that it uses to produce our parts. Additionally, we cannot be certain
our external foundries will continue to devote resources to the production of
our products or continue to advance the process design technologies on which the
manufacturing of our products are based. Each of these events could increase our
costs and harm our ability to deliver our products on time.
Due to an industry transition to six-inch and eight-inch wafer fabrication
facilities, there is a limited number of suppliers of the four-inch wafers that
we use to build products in our existing manufacturing facility, and we rely on
a single supplier for these wafers. Although we believe that we will have
sufficient access to four-inch wafers to support production in our existing
fabrication facility for the foreseeable future, we cannot be certain that our
current supplier will continue to supply us with four-inch wafers on a long-term
basis. Additionally, the availability of manufacturing equipment needed for a
four-inch process is limited, and certain new equipment required for more
advanced processes may not be available for a four-inch process.
OUR FUTURE SUCCESS DEPENDS IN PART ON THE CONTINUED SERVICE OF OUR KEY DESIGN
ENGINEERING, SALES, MARKETING AND EXECUTIVE PERSONNEL AND OUR ABILITY TO
IDENTIFY, HIRE AND RETAIN ADDITIONAL PERSONNEL.
There is intense competition for qualified personnel in the semiconductor
industry, in particular design engineers, and we may not be able to continue to
attract and train engineers or other qualified personnel necessary for the
development of our business or to replace engineers or other qualified personnel
who may leave our employ in the future. Our anticipated growth is expected to
place increased demands on our resources and will likely require the addition of
new management personnel and the development of additional expertise by existing
management personnel. Loss of the services of, or failure to recruit, key design
engineers or other technical and management personnel could be significantly
detrimental to our product and process development programs.
PERIODS OF RAPID GROWTH AND EXPANSION COULD CONTINUE TO PLACE A SIGNIFICANT
STRAIN ON OUR LIMITED PERSONNEL AND OTHER RESOURCES.
To manage expanded operations effectively, we will be required to continue to
improve our operational, financial and management systems and to successfully
hire, train, motivate and manage our employees. In addition, the integration of
past and future potential acquisitions and the expansion of our manufacturing
capacity will require significant additional management, technical and
administrative resources. We cannot be certain that we will be able to manage
our growth or effectively integrate a new or expanded wafer fabrication facility
into our current operations.
OUR CUSTOMERS ARE CONCENTRATED, SO THE LOSS OF ONE OR MORE KEY CUSTOMERS COULD
SIGNIFICANTLY REDUCE OUR REVENUES AND PROFITS.
Historically, a relatively small number of customers has accounted for a
significant portion of our revenues in any particular period. For example, our
five largest customers accounted for approximately 71% of our revenues in fiscal
2000. Sales to Nortel and its contract manufacturers accounted for approximately
38% of our revenues in fiscal 2000. However, we have no long-term volume
purchase commitments from any of our major customers. We anticipate that sales
of products to relatively few customers will continue to account for a
significant portion of our revenues. If Nortel or another significant customer
overstocked our products, additional orders for our products could be harmed. A
reduction, delay or cancellation of orders from one or more significant
customers or the loss of one or more key customers could significantly reduce
our revenues and profits. We cannot assure you that our current customers will
continue to place orders with us, that orders by existing customers will
continue at current or historical levels or that we will be able to obtain
orders from new customers.
AN IMPORTANT PART OF OUR STRATEGY IS TO CONTINUE OUR FOCUS ON THE MARKET FOR
HIGH-SPEED COMMUNICATIONS ICS. IF WE ARE UNABLE TO PENETRATE THESE MARKETS
FURTHER, OUR REVENUES COULD STOP GROWING AND MAY DECLINE.
Our markets frequently undergo transitions in which products rapidly incorporate
new features and performance standards on an industry-wide basis. If our
products are unable to support the new features or performance levels required
by OEMs in these markets, we would be likely to lose business from an existing
or potential customer and, moreover, would not have the opportunity to compete
for new design wins until the next product transition occurs. If we fail to
develop products with required features or performance standards, or if we
experience a delay as short as a few months in bringing a new product to market,
or if our customers fail to achieve market acceptance of their products, our
revenues could be significantly reduced for a substantial period.
A significant portion of our revenues in recent periods has been, and is
expected to continue to be, derived from sales of products based on SONET, SDH
and ATM transmission standards. If the communications market evolves to new
standards, we may not be able to successfully design and manufacture new
products that address the needs of our customers or gain substantial market
acceptance. Although we have developed products for the Gigabit Ethernet and
Fibre Channel communications standards, volume sales of these products are
modest, and we may not be successful in addressing the market opportunities for
products based on these standards.
OUR MARKETS ARE SUBJECT TO RAPID TECHNOLOGICAL CHANGE, SO OUR SUCCESS DEPENDS
HEAVILY ON OUR ABILITY TO DEVELOP AND INTRODUCE NEW PRODUCTS.
5
<PAGE>
The markets for our products are characterized by:
. rapidly changing technologies;
. evolving and competing industry standards;
. short product life cycles;
. changing customer needs;
. emerging competition;
. frequent new product introductions and enhancements;
. increased integration with other functions; and
. rapid product obsolescence.
To develop new products for the communications markets, we must develop, gain
access to and use leading technologies in a cost-effective and timely manner and
continue to develop technical and design expertise. In addition, we must have
our products designed into our customers' future products and maintain close
working relationships with key customers in order to develop new products,
particularly ASSPs, that meet customers' changing needs. We also must respond to
changing industry standards, trends towards increased integration and other
technological changes on a timely and cost-effective basis. Further, if we fail
to achieve design wins with key customers our business will significantly suffer
because once a customer has designed a supplier's product into its system, the
customer typically is extremely reluctant to change its supply source due to
significant costs associated with qualifying a new supplier.
Products for communications applications, as well as for high-speed computing
applications, are based on industry standards that are continually evolving. Our
ability to compete in the future will depend on our ability to identify and
ensure compliance with these evolving industry standards. The emergence of new
industry standards could render our products incompatible with products
developed by major systems manufacturers. As a result, we could be required to
invest significant time and effort and to incur significant expense to redesign
our products to ensure compliance with relevant standards. If our products are
not in compliance with prevailing industry standards for a significant period of
time, we could miss opportunities to achieve crucial design wins. In addition,
we may not be successful in developing or using new technologies or in
developing new products or product enhancements that achieve market acceptance.
Our pursuit of necessary technological advances may require substantial time and
expense.
THE MARKETS IN WHICH WE COMPETE ARE HIGHLY COMPETITIVE AND SUBJECT TO RAPID
TECHNOLOGICAL CHANGE, PRICE EROSION AND HEIGHTENED INTERNATIONAL COMPETITION.
The communications IC market is intensely competitive. Our ability to compete
successfully in our markets depends on a number of factors, including:
. success in designing and subcontracting the manufacture of new products that
implement new technologies;
. product quality;
. reliability;
. customer support;
. time-to-market;
. product performance;
. price;
. the efficiency of production;
. design wins;
. expansion of production of our products for particular systems
manufacturers;
. end-user acceptance of the systems manufacturers' products;
. market acceptance of competitors' products; and
. general economic conditions.
6
<PAGE>
In addition, our competitors or customers may offer enhancements to our existing
products or offer new products based on new technologies, industry standards or
customer requirements including, but not limited to, all optical networking
systems that are available to customers on a more timely basis than comparable
products from us or that have the potential to replace or provide lower-cost or
higher performance alternatives to our products. The introduction of
enhancements or new products by our competitors could render our existing and
future products obsolete or unmarketable. In addition, we expect that certain of
our competitors and other semiconductor companies may seek to develop and
introduce products that integrate the functions performed by our IC products on
a single chip, thus eliminating the need for our products.
In the communications markets, we compete primarily against Conexant, Giga
(recently acquired by Intel), Hewlett-Packard, Lucent, Maxim, Philips, PMC-
Sierra, Sony, Texas Instruments, TriQuint and Vitesse. Some of these companies
use gallium arsenide process technologies for certain products. In certain
circumstances, most notably with respect to ASICs supplied to Nortel, our
customers or potential customers have internal IC manufacturing capabilities.
WE MUST DEVELOP OR OTHERWISE GAIN ACCESS TO IMPROVED PROCESS TECHNOLOGIES.
Our future success will depend, in large part, upon our ability to continue to
improve existing process technologies, to develop new process technologies
including silicon germanium processes, and to adapt our process technologies to
emerging industry standards. In the future, we may be required to transition one
or more of our products to process technologies with smaller geometries, other
materials or higher speeds in order to reduce costs and/or improve product
performance. We may not be able to improve our process technologies and develop
or otherwise gain access to new process technologies, including, but not limited
to silicon germanium process technologies, in a timely or affordable manner. In
addition, products based on these technologies may not achieve market
acceptance.
WE EXPECT REVENUES THAT ARE CURRENTLY DERIVED FROM NON-COMMUNICATIONS MARKETS
WILL DECLINE IN FUTURE PERIODS.
We historically have derived significant revenues from product sales to
customers in the automated test equipment, or ATE, high-speed computing and
military markets and currently anticipate that we will continue to derive
revenues from sales to customers in these markets in the near term. However, we
are not currently funding product development efforts in these markets and as a
result we expect that revenues from products in these markets will decline in
future periods. In addition, the market for ATE and high-speed computing IC
products is subject to extreme price competition, and we may not be able to
reduce the costs of manufacturing high-speed computing IC products in response
to declining average selling prices. Even if we successfully utilize new
processes or technologies to reduce the manufacturing costs of our high-speed
computing products in a timely manner, our customers in the ATE and high-speed
computing markets may not purchase these products.
Further, we expect that certain competitors will seek to develop and introduce
products that integrate the functions performed by our ATE and high- speed
computing IC products on single chips. In addition, one or more of our customers
may choose to utilize discrete components to perform the functions served by our
high-speed computing IC products or may use their own design and fabrication
facilities to create a similar product. In either case, the need for ATE and
high-speed computing customers to purchase our IC products could be eliminated.
WE HAVE IN THE PAST AND MAY IN THE FUTURE MAKE ACQUISITIONS WHERE ADVISABLE,
WHICH WILL INVOLVE NUMEROUS RISKS. THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO
ADDRESS THESE RISKS SUCCESSFULLY WITHOUT SUBSTANTIAL EXPENSE, DELAY OR OTHER
OPERATIONAL OR FINANCIAL PROBLEMS.
The risks involved with acquisitions include:
. diversion of management's attention;
. failure to retain key personnel;
. amortization of acquired intangible assets;
. client dissatisfaction or performance problems with an acquired firm;
. the cost associated with acquisitions and the integration of acquired
operations; and
. assumption of unknown liabilities, or other unanticipated events or
circumstances.
In addition, acquisitions accounted for using the pooling of interest methods of
accounting are subject to rules established by the Financial Accounting
Standards Board and the Securities and Exchange Commission. These rules are
complex and the interpretation of them is subject to change. Additionally, the
availability of pooling of interests accounting treatment for a business
combination depends in part upon circumstances and events occurring after the
effective time. The failure of a past business combination or a future potential
business combination that has been accounted for under the pooling of interests
accounting method to qualify for this accounting treatment would materially harm
our reported and future earnings and likely, the price of our common stock.
Any of these risks could materially harm our business, financial condition and
results of operations. There can be no assurance that any business that we
acquire will achieve anticipate revenues and operating results.
WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY ADEQUATELY.
7
<PAGE>
We rely in part on patents to protect our intellectual property. There can be no
assurance that our pending patent applications or any future applications will
be approved, or that any issued patents will provide us with competitive
advantages or will not be challenged by third parties, or that if challenged,
will be found to be valid or enforceable, or that the patents of others will not
have an adverse effect on our ability to do business. Furthermore, others may
independently develop similar products or processes, duplicate our products or
processes or design around any patents that may be issued to us.
To protect our intellectual property, we also rely on the combination of mask
work protection under the Federal Semiconductor Chip Protection Act of 1984,
trademarks, copyrights, trade secret laws, employee and third-party
nondisclosure agreements and licensing arrangements. Despite these efforts, we
cannot be certain that others will not independently develop substantially
equivalent intellectual property or otherwise gain access to our trade secrets
or intellectual property, or disclose such intellectual property or trade
secrets, or that we can meaningfully protect our intellectual property.
WE COULD BE HARMED BY LITIGATION INVOLVING PATENTS AND PROPRIETARY RIGHTS.
As a general matter, the semiconductor industry is characterized by substantial
litigation regarding patent and other intellectual property rights. We may be
accused of infringing the intellectual property rights of third parties. We have
certain indemnification obligations to customers with respect to the
infringement of third-party intellectual property rights by our products. We
cannot be certain that infringement claims by third parties or claims for
indemnification by customers or end users of our products resulting from
infringement claims will not be asserted in the future or that such assertions,
if proven to be true, will not harm our business.
Any litigation relating to the intellectual property rights of third parties,
whether or not determined in our favor or settled by us, would at a minimum be
costly and could divert the efforts and attention of our management and
technical personnel. In the event of any adverse ruling in any such litigation,
we could be required to pay substantial damages, cease the manufacturing, use
and sale of infringing products, discontinue the use of certain processes or
obtain a license under the intellectual property rights of the third party
claiming infringement. A license might not be available on reasonable terms, or
at all.
OUR OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS BECAUSE WE RELY SUBSTANTIALLY
ON FOREIGN CUSTOMERS.
International sales (including sales to Canada) accounted for approximately 49%
of revenues for the fiscal year 2000. International sales may increase in future
periods and may account for an increasing portion of our revenues. As a result,
an increasing portion of our revenues may be subject to certain risks,
including:
. changes in regulatory requirements;
. tariffs and other barriers;
. timing and availability of export licenses;
. political and economic instability;
. difficulties in accounts receivable collections;
. natural disasters;
. difficulties in staffing and managing foreign subsidiary and branch
operations;
. difficulties in managing distributors;
. difficulties in obtaining governmental approvals for communications and
other products;
. foreign currency exchange fluctuations;
. the burden of complying with a wide variety of complex foreign laws and
treaties; and
. potentially adverse tax consequences.
We are subject to the risks associated with the imposition of legislation and
regulations relating to the import or export of high technology products. We
cannot predict whether quotas, duties, taxes or other charges or restrictions
upon the importation or exportation of our products will be implemented by the
United States or other countries. Because sales of our products have been
denominated to date primarily in United States dollars, increases in the value
of the United States dollar could increase the price of our products so that
they become relatively more expensive to customers in the local currency of a
particular country, leading to a reduction in sales and profitability in that
country. Future international activity may result in increased foreign currency
denominated sales. Gains and losses on the conversion to United States dollars
of accounts receivable, accounts payable and other monetary assets and
liabilities arising from international operations may contribute to fluctuations
in our results of operations. Some of our customer purchase orders and
agreements are governed by foreign laws, which may differ significantly from
United States laws. Therefore, we may be limited in our ability to enforce our
rights under such agreements and to collect damages, if awarded.
8
<PAGE>
WE COULD INCUR SUBSTANTIAL FINES OR LITIGATION COSTS ASSOCIATED WITH OUR
STORAGE, USE AND DISPOSAL OF HAZARDOUS MATERIALS.
We are subject to a variety of federal, state and local governmental regulations
related to the use, storage, discharge and disposal of toxic, volatile or
otherwise hazardous chemicals used in our manufacturing process. Any failure to
comply with present or future regulations could result in the imposition of
fines, the suspension of production or a cessation of operations. In addition,
these regulations could restrict our ability to expand our facilities at the
present location or construct or operate a new wafer fabrication facility or
could require us to acquire costly equipment or incur other significant expenses
to comply with environmental regulations or clean up prior discharges. Since
1993, we have been named as a potentially responsible party, along with a large
number of other companies that used Omega Chemical Corporation in Whittier,
California to handle and dispose of certain hazardous waste material. We are a
member of a large group of potentially responsible parties that has agreed to
fund certain remediation efforts at the Omega site, which efforts are ongoing.
To date, our payment obligations with respect to these funding efforts have not
been material, and we believe that our future obligations to fund these efforts
will not have a material adverse effect on our business, financial condition or
operating results. Although we believe that we are currently in material
compliance with applicable environmental laws and regulations, we cannot assure
you that we are or will be in material compliance with these laws or regulations
or that our future obligations to fund any remediation efforts, including those
at the Omega site, will not have a material adverse effect on our business.
OUR ABILITY TO MANUFACTURE SUFFICIENT WAFERS TO MEET DEMAND COULD BE SEVERELY
HAMPERED BY A SHORTAGE OF WATER OR NATURAL DISASTERS.
We use significant amounts of water throughout our manufacturing process.
Previous droughts in California have resulted in restrictions being placed on
water use by manufacturers and residents in California. In the event of future
drought, reductions in water use may be mandated generally, and it is unclear
how such reductions will be allocated among California's different users. We
cannot be certain that near term reductions in water allocations to
manufacturers will not occur. Our existing wafer fabrication facility is, and a
potential new wafer fabrication facility may be, located in Southern California
and these facilities may be subject to natural disasters such as earthquakes or
floods. A significant natural disaster, such as an earthquake or flood, could
have a material adverse impact on our business, financial condition and
operating results.
OUR STOCK PRICE IS VOLATILE.
The market price of our common stock has fluctuated significantly to date. In
the future, the market price of our common stock could be subject to significant
fluctuations due to general market conditions and in response to quarter-to-
quarter variations in:
. our anticipated or actual operating results;
. announcements or introductions of new products;
. technological innovations or setbacks by us or our competitors;
. conditions in the semiconductor, telecommunications, data communications,
ATE, high-speed computing or military markets;
. the commencement of litigation;
. changes in estimates of our performance by securities analysts;
. announcements of merger or acquisition transactions;
. other events or factors; and
. general economic and market conditions.
In addition, the stock market in recent years has experienced extreme price and
volume fluctuations that have affected the market prices of many high technology
companies, particularly semiconductor companies, and that have often been
unrelated or disproportionate to the operating performance of companies. These
fluctuations, as well as general economic and market conditions, may harm the
market price of our common stock.
THE ANTI-TAKEOVER PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND OF THE
DELAWARE GENERAL CORPORATION LAW MAY DELAY, DEFER OR PREVENT A CHANGE OF
CONTROL.
Our board of directors has the authority to issue up to 2,000,000 shares of
preferred stock and to determine the price, rights, preferences and privileges
and restrictions, including voting rights, of those shares without any further
vote or action by our stockholders. The rights of the holders of common stock
will be subject to, and may harmed by, the rights of the holders of any shares
of preferred stock that may be issued in the future. The issuance of preferred
stock may delay, defer or prevent a change in control, as the terms of the
preferred stock that might be issued could potentially prohibit our consummation
of any merger, reorganization, sale of substantially all of our assets,
liquidation or other extraordinary corporate transaction without the approval of
the holders of the outstanding shares of preferred stock. In addition, the
issuance of preferred stock could have a dilutive effect on our stockholders.
9
<PAGE>
USE OF PROCEEDS
The proceeds from the sale of the common stock offered by this prospectus are
solely for the account of the selling stockholders. We will not receive any
proceeds from the sale of these shares.
SELLING STOCKHOLDERS
We are registering for resale certain shares of our common stock held by the
stockholders identified below. The following table sets forth:
- the name of the selling stockholders;
- the number and percent of our common stock that the selling
stockholders beneficially owned prior to the offering for resale of any
of the shares of our common stock being registered by the registration
statement of which this prospectus is a part.
- the number of shares of our common stock that may be offered for resale
for the account of the selling stockholders pursuant to this prospectus;
and
- the number and percent of shares of our common stock to be held by the
selling stockholders after the offering of the resale shares (assuming
all of the resale shares are sold by the selling stockholders).
This information is based on information provided by the selling stockholders,
schedules 13G and/or other public documents filed with the SEC, and assumes the
sale of all of the resale shares by the selling stockholders. The term "selling
stockholders" includes the stockholders listed below and their transferees,
pledgees, donees or other successors. The applicable percentages of ownership
are based on an aggregate of 122,034,632 shares of common stock issued and
outstanding as of April 14, 2000. The number of shares beneficially owned by
each stockholder is determined under rules promulgated by the SEC, and the
information is not necessarily indicative of beneficial ownership for any other
purpose.
<TABLE>
<CAPTION>
Shares Beneficially Owned Prior to Shares Beneficially Owned After
Offering(1) Offering(1)
----------- -----------
Selling Number of Shares Being
Stockholder Number Percent Offered Number Percent
- ----------- ----- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
John Carr 11,970 * 5,985 5,985 *
Phillipe Bujold 720 * 360 360 *
Damien Latremouille 360 * 180 180 *
Sean Campeau 900 * 450 450 *
Chet Lad 2,700 * 1,350 1,350 *
Ramesh Madhira 1,350 * 675 675 *
</TABLE>
* Represents beneficial ownership of less than 1% of the outstanding shares of
our common stock.
(1) Of the total shares of common stock listed as owned by the selling
stockholders, a total of 2,000 shares are held in an escrow account to secure
indemnification obligations of the selling stockholders to us. It is expected
that these shares (less any shares that may be distributed from the escrow
account to us in satisfaction of indemnification claims) will be released from
escrow and distributed to the selling stockholders no later than April 3, 2001.
The number of shares indicated as owned by each selling stockholder includes
those shares (representing 10% of the number of shares listed as beneficially
owned by each selling stockholder) which such selling stockholder is entitled to
receive upon distribution of these shares from the escrow account.
PLAN OF DISTRIBUTION
The shares of common stock offered by the selling stockholders, or by their
pledgees, transferees or other successors in interest, may be sold from time to
time to purchasers directly by any of the selling stockholders acting as
principal for its own account in one or more transactions at a fixed price,
which may be changed, or at varying prices determined at the time of sale or at
negotiated prices. Alternatively, any of the selling stockholders may from time
to time offer the common stock through underwriters, dealers or agents who may
receive compensation in the form of underwriting discounts, commissions or
concessions from the selling stockholders and/or the purchasers of shares for
whom they may act as agent. Sales may be made on the Nasdaq National Market or
in private transactions. In addition to sales of common stock pursuant to the
registration statement of which this prospectus is a part, the selling
stockholders may sell such common stock in compliance with Rule 144 promulgated
under the Securities Act.
The selling stockholders and any agents, broker-dealers or underwriters that
participate in the distribution of the common stock offered hereby may be deemed
to be underwriters within the meaning of the Act, and any discounts, commissions
or concessions received by them and any profit on the resale of the common stock
purchased by them might be deemed to be underwriting discounts and commissions
under the Act.
In order to comply with the securities laws of certain states, if applicable,
the common stock may be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the common stock
may not be sold unless it has been registered or qualified for sale or an
exemption from registration or qualification requirements is available and is
complied with.
10
<PAGE>
In connection with our acquisition of Pbaud Logic, Inc., we have agreed to
register the selling stockholders' common stock under applicable federal and
state securities laws under certain circumstances and at certain times. We will
pay substantially all of the expenses incident to the offering and sale of the
common stock to the public, other than commissions, concessions and discounts of
underwriters, dealers or agents. Such expenses (excluding such commissions and
discounts) are estimated to be approximately $21,000.
LEGAL MATTERS
The validity of the shares of common stock being sold in this offering and other
legal matters relating to the offering will be passed upon for us by Cooley
Godward LLP, San Diego, California.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated financial
statements and schedule included in our Annual Report on Form 10-K for the year
ended March 31, 1999, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements and schedule are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we filed
with the Securities and Exchange Commission. Certain information in the
registration statement has been omitted from this prospectus in accordance with
the rules of the SEC. We file proxy statements and annual, quarterly and special
reports and other information with the SEC. You can inspect and copy the
registration statement as well as the reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at 450 Fifth Street, N. W., Washington, D.C., and at the SEC Regional
Offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New
York 10048. You can call the SEC at 1-800-732-0330 for further information about
the public reference rooms. We are also required to file electronic versions of
these documents with the SEC, which may be accessed from the SEC's World Wide
Web site at http://www.sec.gov. Reports, proxy and information statements and
other information concerning Applied Micro Circuits Corporation may be inspected
at The Nasdaq Stock Market at 1735 K Street, N. W., Washington, D.C. 20006.
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, or until we terminate the
effectiveness of this registration statement.
The following documents filed with the SEC are incorporated by reference in this
prospectus:
1. Our Annual Report on Form 10-K for the year ended March 31, 1999.
2. All other filings pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (1) above.
3. The description of our common stock in our registration statement on
Form 8-A filed with the SEC on October 10, 1997, including any amendments or
reports filed for the purpose of updating such description.
4. All of the filings pursuant to the Securities Exchange Act after the date
of filing of the original registration statement and prior to the
effectiveness of the Registration Statement.
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 Debra Hart, 6290
Sequence Drive, San Diego, CA 92121, telephone: (858) 450-9333.
11
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Any statements about our expectations, beliefs, plans, objectives, assumptions
or future events or performance are not historical facts and may be forward-
looking. These statements are often, but not always, made through the use of
words or phrases such as "anticipate," "estimate," "plans," "projects,"
"continuing," "ongoing," "expects," "management believes," "we believe," "we
intend" and similar words or phrases. Accordingly, these statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in them. Any forward-looking statements
are qualified in their entirety by reference to the factors discussed throughout
this prospectus. Among the key factors that could cause actual results to differ
materially from the forward-looking statements:
. timely product development;
. change in economic conditions of the various markets we serve;
. opportunities or acquisitions that we pursue; and
. the availability and terms of financing.
Because the risk factors referred to above could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements made by us, you should not place undue reliance on any such forward-
looking statements. Further, any forward-looking statement speaks only as of the
date on which it is made, and we undertake no obligation to update any forward-
looking statement or statements to reflect events or circumstances after the
date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for us to predict which will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
12
<PAGE>
[LOGO OF APPLIED MICRO CIRCUITS CORPORATION]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the sale of the securities being registered are
set forth in the following table (all amounts except the registration fee are
estimated)
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee......................... $ 193
Printing and Engraving Expenses.............. $ 5,000
Legal Fees and Expenses...................... $10,000
Accounting Fees and Expenses................. $ 5,000
Miscellaneous................................ $ 807
-------
TOTAL........................................ $21,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, the Registrant has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act of
1933, as amended.
The Registrant's Bylaws provide that the Registrant will indemnify its directors
and executive officers and may indemnify its other officers, employees and other
agents to the fullest extent permitted by Delaware law. The Registrant believes
that indemnification under its Bylaws covers at least negligence and gross
negligence by indemnified parties, and may require the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against and undertaking by the indemnified party to repay such advances
if it is ultimately determined that the indemnified party is not entitled to
indemnification.
In addition, the Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty of care to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of nonmonetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
The Registrant has entered into separate indemnification agreements with its
officers and directors. These agreements may require the Registrant, among other
things, to indemnify the directors against certain liabilities that may arise by
reason of their status or service as directors (other than liabilities arising
from willful misconduct of a culpable nature), to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified and to obtain directors' insurance if available on reasonable terms.
The Registrant maintains director and officer liability insurance.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
-----------------------
4.1 Certificate for shares of common stock of the Company.(1)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney (see signature page hereto).
(1) Incorporated by reference to Exhibit 4.1 filed with the Company's
registration statement on Form S-1 (File No. 333-37609) filed October
10, 1997, or with any amendments thereto, which registration statement
became effective November 24, 1997.
ITEM 17. UNDERTAKINGS
II-1
<PAGE>
(a) 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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(b) The undersigned registration 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 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.
(c) Insofar as indemnification for liabilities under the Securities Act of 1933
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 Securities and Exchange 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 the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriated
jurisdiction the question 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.
II-2
<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
requirements for filing on Form S-3 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 April 20, 2000.
APPLIED MICRO CIRCUITS CORPORATION
By: /s/ William E. Bendush
-------------------------------
William E. Bendush
Vice President, Finance and
Administration, and 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 each of them, as his true and lawful attorneys-in-fact and agents, 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, exhibits thereto and other documents in connection
therewith) to this Registration Statement and any subsequent registration
statement filed by the registrant pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, which relates 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 any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
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>
President and Chief Executive April 20, 2000
/s/ David M. Rickey Officer
- -----------------------------------------
David M. Rickey
/s/ William E. Bendush Vice President, Finance and April 20, 2000
- ----------------------------------------- Administration, and Chief
William E. Bendush Financial Officer
Chairman of the April 20, 2000
/s/ Roger A. Smullen, Sr. Board of Directors
- -----------------------------------------
Roger A. Smullen, Sr.
/s/ R. Clive Ghest Director April 20, 2000
- -----------------------------------------
R. Clive Ghest
/s/ Franklin P. Johnson, Jr. Director April 20, 2000
- -----------------------------------------
Franklin P. Johnson, Jr.
/s/ Atiq Raza Director April 20, 2000
- -----------------------------------------
S. Atiq Raza
/s/ Arthur B. Stabenow Director April 20, 2000
- -----------------------------------------
Arthur B. Stabenow
/s/ Harvey P. White Director April 20, 2000
- -----------------------------------------
Harvey P. White
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
-----------------------
4.1 Certificate for shares of common stock of the Company.(1)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney (see signature page hereto).
(1) Incorporated by reference to Exhibit 4.1 filed with the Company's
registration statement on Form S-1 (File No. 333-37609) filed October 10,
1997, or with any amendments thereto, which registration statement became
effective November 24, 1997.
<PAGE>
Exhibit 5.1
April 21, 2000
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, a Delaware corporation
(the "Company") of a Registration Statement on Form S-3 (the "Re-Sale
Registration Statement") and related Prospectus, covering the registration of
9,000 shares of Common Stock of the Company (the "Shares") on behalf of certain
selling stockholders.
In connection with this opinion, we have examined and relied upon the Re-Sale
Registration Statement and related prospectus, the Company's Certificate of
Incorporation and Bylaws, as amended, and the originals or copies certified to
our satisfaction of such records, documents, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. 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 are validly issued, fully paid and nonassesable.
We consent to the reference to our firm under the caption "Legal Matters" in
the Prospectus included on the Registration Statement and 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 reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Applied Micro
Circuits Corporation for the registration of 9,000 shares of its common stock
expected to be filed on or about April 20, 2000 and to the incorporation by
reference therein of our report dated April 21, 1999, 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, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
April 18, 2000
San Diego, California
