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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): October 25, 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 92122
(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 October 25, 2000 (the "Closing Date"), Applied Micro Circuits
Corporation, a Delaware corporation ("AMCC"), completed the acquisition of MMC
Networks, Inc., a Delaware corporation ("MMC"). The acquisition was effected in
accordance with the Agreement and Plan of Merger and Reorganization (the "Merger
Agreement"), dated as of August 28, 2000, by and among AMCC, Mercury Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of AMCC ("Merger
Sub"), and MMC, pursuant to which Merger Sub was merged with and into MMC, and
MMC became a wholly-owned subsidiary of AMCC (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. A copy of the Merger Agreement is attached hereto as
Exhibit 2.1 and incorporated herein by reference.
At the effective time of the Merger, each outstanding share of MMC
common stock was converted into the right to receive 1.238 shares of AMCC common
stock. In addition, AMCC assumed all of the outstanding options to purchase
capital stock of MMC in connection with the Merger, and such options are now
exercisable for shares of AMCC common stock, with appropriate adjustment to
exercise price and share numbers based on the exchange ratio.
As a result of the Merger, AMCC issued approximately 41,307,900 shares
of its common stock and assumed options to purchase 8,152,638 shares of its
common stock. For financial reporting purposes, in accordance with generally
accepted accounting principles, AMCC will value the Merger at approximately $4.5
billion based on the average closing price of AMCC common stock for the three
days before and two days after the terms of the Merger had been agreed to and
announced.
There were no material relationships between AMCC or any of its
affiliates, directors or officers and the persons to whom AMCC issued shares of
AMCC common stock in the Merger.
A further description of the Merger is set forth in the press release
issued by the Company, dated October 25, 2000, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
All numbers have been adjusted to reflect AMCC's 100% stock dividend
paid on October 30, 2000.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The audited financial statements of MMC Networks, Inc. for the
years ended December 31, 1997, 1998 and 1999, and the unaudited
interim financial statements of MMC Networks, Inc. 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 on
this Form 8-K must be filed.
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(b) Pro forma financial information
The 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 on this Form 8-K must be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger and Reorganization, dated as of
August 28, 2000, by and among Applied Micro Circuits Corporation,
Mercury Acquisition Corp. and MMC Networks, Inc. (1)
2.2 Form of Voting Agreement. between Applied Micro Circuits
Corporation and certain stockholders of MMC Networks, Inc. (2)
99.1 Press release dated October 25, 2000.
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(1) Incorporated by reference to Exhibit 99.1 filed with the Company's
Current report on Form 8-K dated August 28, 2000.
(2) Incorporated by reference to Exhibit 99.2 filed with the Company's
Current report on Form 8-K dated August 28, 2000.
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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: November 7, 2000 By: /s/ William E. Bendush
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William E. Bendush
Vice President, Finance and Administration
and Chief Financial Officer
(Principal Accounting Officer and Officer
duly authorized to sign this report on
behalf of the registrant)
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INDEX TO EXHIBITS
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2.1 Agreement and Plan of Merger and Reorganization, dated as of
August 28, 2000, by and among Applied Micro Circuits Corporation,
Mercury Acquisition Corp. and MMC Networks, Inc. (1)
2.2 Form of Voting Agreement. between Applied Micro Circuits
Corporation and certain stockholders of MMC Networks, Inc. (2)
99.1 Press release dated October 25, 2000.
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(1) Incorporated by reference to Exhibit 99.1 filed with the Company's
Current report on Form 8-K dated August 28, 2000.
(2) Incorporated by reference to Exhibit 99.2 filed with the Company's
Current report on Form 8-K dated August 28, 2000.
