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As filed with the Securities and Exchange Commission on July 17, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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APPLIED MICRO CIRCUITS CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
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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)
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YUNINETWORKS, INC. 1999 EQUITY INCENTIVE PLAN
(Full Title Of The Plan)
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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)
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Copies to:
D. Bradley Peck, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121
(858) 550-6000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE (2)
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(par value $.01) 133,722 shares $0.55-$102.92 $553,452.71 $146.11
===============================================================================================================================
</TABLE>
(1) 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 outstanding
stock options previously granted under the YuniNetworks, Inc. 1999 Equity
Incentive Plan. The following chart shows the calculation of the
registration fee:
<TABLE>
<CAPTION>
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Offering Price Aggregate
Type of Shares Number of Shares Per Share Offering Price
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock issuable pursuant to outstanding
options under the YuniNetworks, Inc. 1999 Equity
Incentive Plan 129,034 $.55 $70,968.70
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Common Stock issuable pursuant to outstanding
options under the YuniNetworks, Inc. 1999 Equity
Incentive Plan 4,688 $102.92 $482,488.96
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(2) Pursuant to Rule 429, the Company prepaid the entire registration fee for
the 133,722 shares registered hereunder when it registered up to 2,250,000
shares of Common Stock pursuant to a Registration Statement on Form S-4
(File Number 333-37372) filed on May 19, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. 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 latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Cooley Godward LLP, San Diego, California. As of the
date of this Prospectus, Cooley Godward LLP owns 4,826 shares of the Company's
Common Stock.
ITEM 6. 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 of
1933, as amended.
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
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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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. 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 YuniNetworks, Inc. 1999 Equity Incentive Plan
99.2 Form of Stock Option Agreement used in connection with the
YuniNetworks, Inc. 1999 Equity Incentive Plan
ITEM 9. 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) (ss. 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.
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(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.
(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 of 1933, as amended, 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 July 14, 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.
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Pursuant to the requirements of the Securities Act of 1933, 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 President, Chief Executive Officer July 14, 2000
-------------------------------------------- and Director (principal executive
DAVID M. RICKEY officer)
/s/ WILLIAM E. BENDUSH Chief Financial Officer (principal July 14, 2000
-------------------------------------------- financial and accounting officer)
WILLIAM E. BENDUSH
/s/ ROGER A. SMULLEN, SR. Chairman of the Board of Directors July 14, 2000
--------------------------------------------
ROGER A. SMULLEN, SR.
/s/ R. CLIVE GHEST Director July 14, 2000
--------------------------------------------
R. CLIVE GHEST
/s/ FRANKLIN P. JOHNSON, JR. Director July 14, 2000
--------------------------------------------
FRANKLIN P. JOHNSON, JR.
/s/ S. ATIQ RAZA Director July 14, 2000
--------------------------------------------
S. ATIQ RAZA
/s/ ARTHUR B. STABENOW Director July 14, 2000
--------------------------------------------
ARTHUR B. STABENOW
/s/ HARVEY P. WHITE Director July 14, 2000
--------------------------------------------
HARVEY P. WHITE
/s/ WILLIAM K. BOWES, JR. Director July 14, 2000
--------------------------------------------
WILLIAM K. BOWES, JR.
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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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 YuniNetworks, Inc. 1999 Equity Incentive Plan
99.2 Form of Stock Option Agreement used in connection with the
YuniNetworks, Inc. 1999 Equity Incentive Plan
7
