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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 8, 2000
APPLIED MICRO CIRCUITS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-23193 94-2586591
(Commission File No.) (IRS Employer Identification No.)
6290 SEQUENCE DRIVE
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (858) 450-9333
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Item 2. Acquisition or Disposition of Assets.
On June 8, 2000, Applied Micro Circuits Corporation, a Delaware corporation
("AMCC"), completed the acquisition of YuniNetworks, Inc., a Delaware
corporation. The acquisition was effected in accordance with the Agreement and
Plan of Merger and Reorganization (the "Merger Agreement"), dated April 18,
2000, by and among AMCC, OLI Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of AMCC ("Merger Sub"), and YuniNetworks, pursuant to
which Merger Sub was merged with and into YuniNetworks, and YuniNetworks became
a wholly owned subsidiary of AMCC (the "Merger"). In connection with the Merger,
each outstanding share of YuniNetworks Common Stock converted into 0.0919244043
shares of AMCC Common Stock. AMCC paid cash in lieu of issuing any fractional
shares in the Merger. The Merger is intended to qualify as a tax-free
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended, and will be accounted for as a "purchase."
As a result of the Merger, AMCC issued 2,024,323 shares of its Common Stock
and assumed options to purchase 133,719 shares of its Common Stock. The total
value of the AMCC stock issued in the Merger was approximately $210 million.
S. Atiq Raza, a director and stockholder of AMCC, is a principal
stockholder of and manages Raza Foundries, Inc., the parent corporation of Raza
Foundries Canada, Inc., the principal stockholder of YuniNetworks. Mr. Raza also
was a director of YuniNetworks. To satisfy certain requirements of the
Investment Company Act of 1940 applicable to Raza Foundries, immediately prior
to the closing of the Merger, Raza Foundries Canada sold 90% of its YuniNetworks
shares to third parties unaffiliated with AMCC for an undisclosed sum of cash
and 10% of its YuniNetworks shares to AMCC for approximately $8.9 million in
cash. The source of the cash payment by AMCC was its working capital. The cash
paid by AMCC to Raza Foundries Canada was deposited into an escrow account
created pursuant to the terms of the Merger Agreement.
2.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of YuniNetworks for the period from
October 8, 1999 (inception) through March 31, 2000 are incorporated herein
by reference to AMCC's Registration Statement on Form S-4 (No. 333-37372)
filed with the Securities and Exchange Commission on May 19, 2000.
(b) Pro forma financial information.
(1) Unaudited pro forma condensed consolidated financial information
of Applied Micro Circuits Corporation.
The unaudited pro forma financial information required by this
item will be filed by amendment to this Current Report on Form 8-
K not later than 60 days after the date that the initial report
must be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger and Reorganization dated as of
April 18, 2000 by and among Applied Micro Circuits
Corporation, OLI Acquisition Corp. and YuniNetworks, Inc. is
incorporated herein by reference to AMCC's Registration
Statement on Form S-4 filed with the Securities and Exchange
Commission on May 19, 2000.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
99.1 Stock Purchase Agreement dated as of June 8, 2000 by and
between Raza Foundries Canada, Inc. and Applied Micro Circuits
Corporation.
99.2 Press Release dated June 9, 2000.
3.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Applied Micro Circuits Corporation
Dated: June 22, 2000 By: /s/ William E. Bendush
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William E. Bendush
Vice President, Finance and
Administration and Chief
Financial Officer
4.
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INDEX TO EXHIBITS
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2.1 Agreement and Plan of Merger and Reorganization dated as of
April 18, 2000 by and among Applied Micro Circuits
Corporation, OLI Acquisition Corp. and YuniNetworks, Inc. is
incorporated herein by reference to AMCC's Registration
Statement on Form S-4 filed with the Securities and Exchange
Commission on May 19, 2000.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
99.1 Stock Purchase Agreement dated as of June 8, 2000 by and
between Raza Foundries Canada, Inc. and Applied Micro Circuits
Corporation.
99.2 Press Release dated June 9, 2000.
5.
