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As filed with the Securities and Exchange Commission on September 26, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
Applied Micro Circuits Corporation
(Exact Name Of Registrant As Specified In Its Charter)
-----------------------------
Delaware 94-2586591
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6290 Sequence Drive
San Diego, California 92121
(858) 450-9333
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
-----------------------------
SiLutia, Inc. 1999 Stock Option Plan
(Full Title of the Plan)
----------------------------
William E. Bendush
Vice President, Finance and Administration, and Chief Financial Officer
Applied Micro Circuits Corporation
6290 Sequence Drive
San Diego, California 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, California 92121
(858) 550-6000
----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered (1) Price per Share (2) Offering Price (2) Registration Fee (2)
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 26,040 shares $8.26 $215,091 $56.78
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Common Stock, par value
$0.01 per share 6,719 shares $16.51 $110,931 $29.29
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Common Stock, par value
$0.01 per share 1,816 shares $92.88 $168,670 $44.53
===========================================================================================================================
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(1) On September 21, 2000, the Registrant completed the acquisition of SiLutia,
Inc., a Delaware corporation ("SiLutia"). In connection with the
acquisition, the Registrant assumed the obligations under SiLutia's 1999
Stock Option Plan (the "Plan") and is obligated to issue up to 34,575
shares of common stock of the Registrant pursuant to the exercise of stock
options outstanding under the Plan on the date the acquisition of SiLutia
was consummated. The Registrant does not anticipate issuing any additional
stock options under the Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as
amended (the "Act"). The price per share and aggregate offering price are
based upon the actual exercise price for shares subject to the options.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Applied Micro Circuits Corporation (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Company's annual report on Form 10-K for the year ended March 31
2000.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the annual report referred to in (a) above .
(c) The description of the Company's Common Stock which is contained in a
registration statement on Form 8-A filed under the Exchange Act on October 10,
1997, including any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
DESCRIPTION OF SECURITIES
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, the Company has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
The Company's Bylaws provide that the Company 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 Company believes
that indemnification under its Bylaws covers at least negligence and gross
negligence by indemnified parties, and may require the Company 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 Company'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 Company 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 Company 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 Company has entered into separate indemnification agreements with its
officers and directors. These agreements may require the Company, 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
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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 Company maintains
director and officer liability insurance.
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
99.1 SiLutia, Inc. 1999 Stock Option Plan
99.2 Form of Stock Option Agreement used in connection with the SiLutia, Inc.
1999 Stock Option Plan
UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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;
(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) ((S) 230.424(b) of this
chapter) 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)(i) and (a)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the issuer pursuant
to section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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 appropriate
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on September 25,
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 both or either of them, his true and lawful attorney-in-fact and agent, 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) 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 either
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ David M. Rickey
--------------------------- Chairman of the Board of September 25, 2000
David M. Rickey Directors, President and Chief
Executive Officer (principal
executive officer)
/s/ William E. Bendush September 25, 2000
--------------------------- Vice President, Finance and
William E. Bendush Administration, and Chief
Financial Officer (principal
financial and accounting officer
/s/ Roger A. Smullen, Sr.
--------------------------- Vice-Chairman of the Board of September 25, 2000
Roger A. Smullen, Sr. Directors
</TABLE>
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/s/ William K.Bowes, Jr
---------------------------- Director September 25, 2000
William K.Bowes, Jr
/s/ R. Clive Ghest
---------------------------- Director September 25, 2000
R. Clive Ghest
/s/ Franklin P. Johnson Jr.
---------------------------- Director September 25, 2000
Franklin P. Johnson Jr.
/s/ S. Atiq Raza
---------------------------- Director September 25, 2000
S. Atiq Raza
/s/ Arthur B. Stabenow Director September 25, 2000
----------------------------
Arthur B. Stabenow
/s/ Harvey P. White
---------------------------- Director September 25, 2000
Harvey P. White
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EXHIBIT INDEX
Exhibit Description
Number
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement
24.1 Power of Attorney is contained on the signature pages
99.1 SiLutia, Inc. 1999 Stock Option Plan
99.2 Form of Stock Option Agreement used in connection with the SiLutia,
Inc. 1999 Stock Option Plan
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