<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MMC NETWORKS, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, $0.001 par value per share
________________________________________________________________________________
(Title of Class of Securities)
55308N 10 2
_______________________________________________________________
(CUSIP Number)
David Mersten
Applied Micro Circuits Corporation
6290 Sequence Drive
San Diego, CA 92121
(858) 450-9333
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 28, 2000
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 9 Pages)
(Continued on following pages)
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SCHEDULE 13D
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CUSIP NO. 55308N 10 2 PAGE 2 OF 9 PAGES
----------------------- ---------------------
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Applied Micro Circuits Corporation
94-2586591
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 4,920,337
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
_______
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING _______
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
_______
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,920,337 - See Item 5*
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.86% - See Item 5**
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TYPE OF REPORTING PERSON
14
CO
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* Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as
amended. Includes any rights to acquire beneficial ownership of securities of
the Issuer within 60 days of the date of the filing of this Schedule 13D.
Based on the Issuer's Definitive Proxy Statement, dated April 27, 2000.
** Based upon 33,109,850 shares of Common Stock issued and outstanding as
represented by the Issuer in that certain Agreement and Plan of Merger and
Reorganization, dated as of August 28, 2000, between the Issuer and the
Reporting Person.
2.
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Item 1. Security and the Issuer
(a) Title of Security:
Common Stock, $0.001 par value per share.
(b) Name of the Issuer:
MMC Networks, Inc., a Delaware corporation.
(c) The Issuer's principal executive office:
1134 E. Arques Avenue
Sunnyvale, CA 94086
Item 2. Identity and Background
(a)-(c), (f) The name of the corporation filing this
statement is Applied Micro Circuits Corporation, a Delaware
corporation ("AMCC" or the "Reporting Person"). The Reporting
Person's principal business is the design, development,
manufacture and support of semiconductor system solutions for
high speed transmission and networking systems. The address of
the principal executive offices of the Reporting Person is
6290 Sequence Drive, San Diego, CA 92121. Set forth on
SCHEDULE A is the name of each of the Reporting Person's
directors and executive officers as of the date hereof, along
with the present principal occupation or employment of such
directors and executive officers and the name, principal
business and address of any corporation or other organization
other than the Reporting Person in which such employment is
conducted. To the Reporting Person's knowledge, each person
listed on SCHEDULE A is a citizen of the United States, except
for Mr. R. Clive Chest who is a citizen of the United Kingdom.
(d)-(e) During the last five years neither the
Reporting Person nor, to the Reporting Person's knowledge, any
person named in SCHEDULE A to this statement, has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Also during the last five
years neither the Reporting Person nor, to the Reporting
Person's knowledge, any person named in SCHEDULE A to this
statement, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities
laws or finding any violation with respect to such laws.
Consequently, neither the Reporting Person nor, to the
Reporting Person's knowledge, any person named on SCHEDULE A
hereto is required to disclose legal proceedings pursuant to
Item 2(d) or 2(e) of Schedule 13D.
3.
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Item 3. Source and Amount of Funds or Other Consideration
On August 27, 2000, the Reporting Person, through its
wholly-owned subsidiary Mercury Acquisition Corp., a Delaware
corporation ("Merger Sub"), agreed to acquire MMC Networks,
Inc., a Delaware corporation ("MMC"), by means of a merger
(the "Merger") pursuant to the terms of the Agreement and Plan
of Merger and Reorganization, dated as of August 28, 2000,
(the "Merger Agreement"), by and among the Reporting Person,
Merger Sub and MMC, and subject to the conditions set forth
therein (including approval by stockholders of MMC). Pursuant
to the Merger Agreement, Merger Sub will merge with and into
MMC and MMC will become a wholly-owned subsidiary of the
Reporting Person. A copy of the Merger Agreement is attached
hereto as EXHIBIT 1 and is incorporated herein by reference.
The consummation of the Merger is subject to the approval of
the stockholders of MMC, the expiration of the applicable
waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the satisfaction or
waiver of certain other conditions as more fully described in
the Merger Agreement.
As an inducement to the Reporting Person's entering
into the Merger Agreement and in consideration thereof, Amos
Wilnai, Alexander Jaffe, Douglas Spreng, John Adler, Irwin
Federman, Andrew Rappaport, Geoffrey Young, Richard Yonker and
Institutional Venture Partners VI, L.P, each of whom are
stockholders of MMC (the "Voting Agreement Stockholders"),
entered into voting agreements, each dated as of August 28,
2000 (each a "Voting Agreement," and collectively, the "Voting
Agreements") with the Reporting Person, which agreements are
described in more detail in Item 6 below. Pursuant to each
Voting Agreement, the applicable Voting Agreement Stockholder
agreed to vote, and has granted to certain executives of the
Reporting Person an irrevocable proxy (the "Irrevocable
Proxy") to vote, all of such Voting Agreement Stockholder's
shares of MMC Common Stock in favor of the adoption and
approval of the Merger and the Merger Agreement. No capital of
the Reporting Person is expected to be expended by the
Reporting Person in connection with the exercise of its rights
with respect to the 4,920,337 shares of MMC Common Stock
covered by the Voting Agreements. The Voting Agreement and the
Irrevocable Proxy are attached hereto as EXHIBIT 2 and are
incorporated herein by reference.
Item 4. Purpose of the Transaction
(a) - (b) As further described in Item 3 above and
Item 6 below, this statement relates to the Merger of Merger
Sub, a wholly-owned subsidiary of the Reporting Person, with
and into MMC in a statutory merger pursuant to the provisions
of the Delaware General Corporation Law. At the effective time
of the Merger, the separate existence of Merger Sub will cease
and MMC will continue as the surviving corporation (the
"Surviving Corporation") and as a wholly-owned subsidiary of
the Reporting Person. Holders of outstanding MMC Common Stock
will receive, in exchange for each share of MMC Common Stock
held by
4.
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them, 0.619 of a share (the "Exchange Ratio") of common
stock, par value $0.001 per share, of the Reporting Person
("AMCC Common Stock") provided, however, that the
maximum number of shares of AMCC Common Stock the Reporting
Person will be required to issue will not be greater than that
number of shares of AMCC Common Stock equal to 20% of the
total outstanding shares of AMCC Common Stock as of the
closing of the Merger. Outstanding options and outstanding
warrants to purchase shares of MMC Common Stock will be
assumed by the Reporting Person at the same Exchange Ratio in
the manner set forth in the Merger Agreement. The foregoing
summary is qualified in its entirety by reference to the copy
of the Merger Agreement attached as EXHIBIT 1 to this Schedule
13D, and incorporated herein by reference.
As an inducement to the Reporting Person to enter
into the Merger Agreement, and as further described in Item 3
above and Item 6 below, each Voting Agreement Stockholder,
has, by executing a Voting Agreement, agreed to vote the
shares of MMC Common Stock beneficially owned by such Voting
Agreement Stockholder (including any shares of MMC Common
Stock that such stockholder acquires after the time it entered
into the Voting Agreement) (collectively, the "Shares") owned
by it in favor of the adoption and approval of the Merger and
the Merger Agreement. Pursuant to the Voting Agreements, each
Voting Agreement Stockholder also irrevocably appointed each
of Mr. David Rickey, the Chief Executive Officer of the
Reporting Person and Mr. David Mersten, the General Counsel of
the Reporting Person, as sole and exclusive attorneys and
proxies, with full power of substitution and resubstitution,
as his, hers or its lawful attorney and proxy. Such
Irrevocable Proxies give the proxy holders the limited right
to vote the Shares in favor of the adoption of the Merger
Agreement. The Voting Agreement Stockholders retain the right
to vote their Shares in their discretion with respect to
matters other than those identified in the Voting Agreements.
The names of the Voting Agreement Stockholders, the number of
shares of MMC Common Stock which, to the Reporting Person's
knowledge, are beneficially owned by each such stockholder and
the percentage ownership of MMC Common Stock by each such
stockholder (as represented to AMCC by MMC in the Merger
Agreement) is set forth in SCHEDULE B hereto which is hereby
incorporated by reference. The foregoing summary is qualified
in its entirety by reference to the copy of the form of Voting
Agreement attached as EXHIBIT 2 to this Schedule 13D, which is
incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Other than as a result of the Merger described
in Item 3 above, not applicable.
5.
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(g) At the effective time of the Merger, the
Certificate of Incorporation of MMC shall remain unchanged as
the Certificate of Incorporation of the Surviving Corporation
until thereafter amended. At the effective time of the Merger,
the Bylaws of MMC shall remain unchanged as the Bylaws of the
Surviving Corporation until thereafter amended.
(h) Upon consummation of the Merger, MMC Common Stock
will be de-listed from the Nasdaq Stock Market.
(i) Upon consummation of the Merger, MMC Common Stock
will become eligible for termination of registration under the
Securities Exchange Act of 1934, as amended (the "ACT"),
pursuant to Section 12(g)(4) of the Act.
(j) Other than described above, the Reporting Person
currently has no plan or proposal which relate to, or may
result in, any of the matters listed in Items 4(a) - (j) of
Schedule 13D (although the Reporting Person reserves the right
to develop such plans or proposals).
Item 5. Interest in Securities of the Issuer
(a) - (b) As a result and subject to the terms of the
Voting Agreements and the Irrevocable Proxies granted pursuant
thereto, the Reporting Person has the sole power to vote an
aggregate of 4,920,337 shares of MMC Common Stock for the
limited purposes described in Item 4 above. Such shares
constitute approximately 12% of the issued and outstanding
shares of MMC Common Stock based on the number of shares
outstanding at August 28, 2000, as represented by the Issuer
to the Reporting Person in the Merger Agreement. Other than
with respect to the voting rights granted to the Reporting
Person pursuant to the Voting Agreements, the Reporting Person
does not have the right to vote the Shares on any other
matters. The Reporting Person does not share voting power of
any additional shares of MMC Common Stock with regard to the
limited purposes set forth in Item 4 above and in the Voting
Agreements. The Reporting Person does not have any power to
dispose or direct the disposition of any shares of MMC Common
Stock. To the knowledge of the Reporting Person, no shares of
MMC Common Stock are beneficially owned by any of the persons
named in SCHEDULE A.
(c) Except as described herein, the Reporting Person
has not effected any transaction in MMC Common Stock during
the past 60 days and, to the Reporting Person's knowledge,
none of the persons named in SCHEDULE A has effected any
transaction in MMC Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
6.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Pursuant to the Merger Agreement and subject to the
conditions set forth therein, Merger Sub will merge with and
into MMC, and MMC will become a wholly-owned subsidiary of the
Reporting Person. Upon consummation of the Merger, Merger Sub
will cease to exist as a separate corporation and all of the
business, assets, liabilities and obligations of Merger Sub
will be assumed by operation of law by MMC as the Surviving
Corporation. As a result of the Merger, each outstanding share
of MMC Common Stock, other than shares owned by MMC (i.e. MMC
treasury shares), Merger Sub, the Reporting Person or any
wholly-owned subsidiary of MMC or the Reporting Person, will
be converted into the right to receive 0.619 of a share of
AMCC Common Stock provided, however, that the maximum number
of shares of AMCC Common Stock the Reporting Person will be
required to issue will not be greater than that number of
shares of AMCC Common Stock equal to 20% of the total
outstanding shares of AMCC Common Stock as of the closing of
the Merger. Outstanding options and warrants to purchase MMC
Common Stock will be assumed by the Reporting Person at the
same Exchange Ratio. The foregoing summary of the Merger is
qualified in its entirety by reference to the copy of the
Merger Agreement included as EXHIBIT 1 to this Schedule 13D
and incorporated herein in its entirety by reference.
In exercising their rights to vote the Shares as
lawful attorneys and proxies of the Voting Agreement
Stockholders pursuant to the Voting Agreements, Messrs. Rickey
and Mersten, and each of them, as sole and exclusive attorneys
and proxies, with full power of substitution and
resubstitution, will be limited, at every MMC stockholders
meeting and every written consent in lieu of such meeting, to
voting the Shares in favor of adoption and approval of the
Merger Agreement. The Voting Agreement Stockholders may vote
the Shares themselves in all other matters. The Voting
Agreements and the Irrevocable Proxies terminate upon the
earlier to occur of (i) such date and time as the Merger shall
become effective in accordance with the terms of the Merger
Agreement or (ii) such date as the Merger Agreement shall be
terminated in accordance with its terms (the "Expiration
Date"). Each Voting Agreement Stockholder has agreed not to
transfer his or her Shares prior to the Expiration Date,
except to transferees who agree to be bound by the Voting
Agreement provided, however, that Mr. Amos Wilnai, Mr.
Alexander Joffe and Mr. Douglas Spreng can transfer up to 5%
of their individual holdings of MMC common stock without
regard to such restrictions. The terms of the Voting
Agreements are more fully described in the Voting Agreement
and the Irrevocable Proxy, attached hereto as EXHIBIT 2. Each
of the Voting Agreement and the Irrevocable Proxy is
incorporated herein by reference.
Other than the Merger Agreement and the Voting
Agreements, to the knowledge of the Reporting Person, there
are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
7.
<PAGE>
Item 2 and between such persons and any person with respect to
any securities of MMC, including but not limited to transfer
or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangement, puts or calls,
guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
The descriptions herein of the Merger Agreement and
the Voting Agreements are qualified in their entirety by
reference to such agreements, copies of which are attached
hereto as EXHIBITS 1 and 2, respectively.
Item 7. Material to be Filed as Exhibits
The following documents are filed as exhibits:
1. Agreement and Plan of Merger and Reorganization, dated
as of August 28, 2000 by and among Applied Micro
Circuits Corporation, a Delaware Corporation, Mercury
Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Applied Micro Circuits
Corporation, and MMC Networks, Inc., a Delaware
Corporation.
2. Form of Voting Agreement, dated as of August 28, 2000,
between Applied Micro Circuits Corporation, a Delaware
corporation, and certain stockholders of MMC Networks,
Inc., a Delaware corporation.
8.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 6, 2000
Applied Micro Circuits Corporation
By: /s/ WILLIAM E. BENDUSH
------------------------------
William E. Bendush
Vice President, Treasurer,
CFO and Secretary
9.
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
APPLIED MICRO CIRCUITS CORPORATION
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment
------------------------- ----------------------------------
<S> <C>
David M. Rickey Chairman of the Board, President and Chief Executive Officer of the
6290 Sequence Drive Reporting Person
San Diego, CA 92121
William K. Bowes, Jr. General Partner of U.S. Venture Partners
6290 Sequence Drive
San Diego, CA 92121
R. Clive Ghest Principal of Ghest
6290 Sequence Drive
San Diego, CA 92121
Franklin P. Johnson, Jr. General Partner of Asset Management Company
6290 Sequence Drive
San Diego, CA 92121
S. Atiq Raza President and Chief Executive Officer of Raza Foundries, Inc.
6290 Sequence Drive
San Diego, CA 92121
Roger A. Smullen, Sr. Vice-Chairman of the Board of the Reporting Person
6290 Sequence Drive
San Diego, CA 92121
Arthur B. Stabenow Retired
6290 Sequence Drive
San Diego, CA 92121
Harvey P. White Chairman, President and Chief Executive Officer of Leap
6290 Sequence Drive Wireless International
San Diego, CA 92121
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment
------------------------- ----------------------------------
<S> <C>
William E. Bendush Vice President, Treasurer, Chief Financial Officer
6290 Sequence Drive and Secretary of the Reporting Person
San Diego, CA 92121
Keneth L. Clark Vice President, Operations of the Reporting Person
6290 Sequence Drive
San Diego, CA 92121
Candace H. Kilburn Vice President, Human Resources of the Reporting Person
6290 Sequence Drive
San Diego, CA 92121
Brent E. Little Vice President, Marketing of the Reporting Person
6290 Sequence Drive
San Diego, CA 92121
Gary D. Martin Chief Technical Officer, Digital Products of the Reporting
6290 Sequence Drive Person
San Diego, CA 92121
Stephen M. Smith Vice President, Business Development of the Reporting Person
6290 Sequence Drive
San Diego, CA 92121
Ramakrishna R. Sudireddy Vice President, Digital Products of the Reporting Person
6290 Sequence Drive
San Diego, CA 92121
Thomas L. Tullie Vice President, Sales and Foundry Manager of the Reporting Person
6290 Sequence Drive
San Diego, CA 92121
Gregory A. Winner Vice President, Engineering of the Reporting Person
6290 Sequence Drive
San Diego, CA 92121
</TABLE>
2.
<PAGE>
SCHEDULE B
MMC NETWORKS, INC.
VOTING AGREEMENT STOCKHOLDERS
(The information in this Schedule is based on
information provided to AMCC by MCC)
<TABLE>
<CAPTION>
Total Shares Percent of
Name of Beneficial Owner Beneficially Owned(6) Outstanding Shares(1)
------------------------ ------------------------- ----------------------
<S> <C> <C>
Alexander Joffe(2)................................. 1,521,124 4.6%
Amos Wilnai(3)..................................... 1,308,209 4.0%
Douglas C. Spreng(4)............................... 292,603 *
Ari Birger......................................... 12,527 *
Richard C. Yonker.................................. -- *
Geoffrey Y. Yang(5)................................ 147,821 *
Andrew S. Rappaport................................ 135,983 *
Irwin Federman..................................... 98,040 *
John G. Adler...................................... 42,708 *
Institutional Venture Partners VI LLP ............. 1,261,322 3.81%
</TABLE>
-----------------
* Less than 1%
(1) Based on 33,109,850 shares of MMC Networks, Inc. Common Stock issued and
outstanding as reported by MMC Networks, Inc. to the Reporting Person in
that certain Agreement and Plan of Merger and Reorganization dated as of
August 28, 2000.
(2) Includes 9,000 shares held by Mr. Joffe's minor children, as to which Mr.
Joffe disclaims beneficial ownership.
(3) Represents shares held by Amos Wilnai and Ruth Wilnai, Trustees of the
Wilnai Family Trust U/D/T dated June 10, 1997. Does not include 1,039,456
shares held by each of Nitzan Wilnai, Sigal Wilnai and Yael Wilnai, Mr.
Wilnai's adult children. Also does not include 113,205 shares held by
Miriam Wilnai, Mr. Wilnai's mother. Mr. Wilnai disclaims beneficial
ownership of all these shares.
(4) Does not include 300 shares held by Mr. Spreng's son, as to which Mr.
Spreng disclaims beneficial ownership.
(5) Does not include 1,261,322 shares beneficially owned by Institutional
Venture Partners VI, L.P., 18,114 shares held by Institutional Venture
Management VI, L.P., and 36,226 shares held by IVP Founders Fund I, L.P. As
a General Partner of Institutional Venture Management VI, L.P., which is
the General Partner of each of such limited partnerships, Mr. Yang may be
deemed to share voting and investment power with respect to these shares.
However, Mr. Yang disclaims beneficial ownership of these shares except to
the extent of his pecuniary interest in these partnerships.
(6) Based on the Issuer's Definitive Proxy Statement, dated April 27, 2000.
<PAGE>
EXHIBIT INDEX
Exhibit Description of Document
------- -----------------------
1. Agreement and Plan of Merger and Reorganization, dated as of August
28, 2000 by and among Applied Micro Circuits Corporation, a Delaware
Corporation, Mercury Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Applied Micro Circuits Corporation, and MMC
Networks, Inc., a Delaware Corporation.
2. Form of Voting Agreement, dated as of August 28, 2000, between Applied
Micro Circuits Corporation, a Delaware corporation, and certain
stockholders of MMC Networks, Inc., a Delaware corporation.
