<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
APPLIED MICRO CIRCUITS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3674 94-2586591
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
----------------
6290 SEQUENCE DRIVE, SAN DIEGO, CA 92121
(858) 450-9333
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
WILLIAM E. BENDUSH
VICE PRESIDENT, FINANCE AND ADMINISTRATION, AND CHIEF FINANCIAL OFFICER
APPLIED MICRO CIRCUITS CORPORATION
6290 SEQUENCE DRIVE, SAN DIEGO, CA 92121
(858) 450-9333
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C>
D. BRADLEY PECK, ESQ. JOHN A. FORE, ESQ.
COOLEY GODWARD LLP WILSON SONSINI GOODRICH & ROSATI, P.C.
4365 EXECUTIVE DRIVE, SUITE 1100 650 PAGE MILL ROAD
SAN DIEGO, CA 92121 PALO ALTO, CA 94304
(858) 550-6000 (650) 493-9300
</TABLE>
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as possible after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-92431
---------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.] [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per
share............................... 827,271 $142.00 $117,472,482 $31,013
=================================================================================================
</TABLE>
(1) Includes 77,271 shares of Common Stock which may be purchased by the
Underwriters to cover over-allotments, if any.
================================================================================
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Applied Micro Circuits Corporation is filing this Registration Statement
pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This
Registration Statement relates to the public offering of Common Stock of Applied
Micro Circuits Corporation contemplated by the Registration Statement on Form
S-3 (Reg. No. 333-92431) filed by Applied Micro Circuits Corporation with the
Securities and Exchange Commission (the "Commission") on December 9, 1999, as
amended by Amendment No. 1 thereto filed on January 3, 2000 and Amendment No. 2
thereto filed on January 13, 2000, which was declared effective January 13, 2000
(the "Prior Registration Statement"). Applied Micro Circuits Corporation is
filing this Registration Statement for the sole purpose of increasing the number
of shares of Common Stock offered by 827,271 shares and increasing the aggregate
offering price to the public set forth in such Prior Registration Statement by
$117,472,482. The contents of the Prior Registration Statement are incorporated
herein by reference.
The Registrant hereby certifies that its agent has instructed its bank or a
wire transfer service to transmit to the Commission the applicable filing fee by
a wire transfer of such amount from its agent's account to the Commission's
account at Mellon Bank as soon as practicable, but no later than the close of
the next business day following the filing of this Registration Statement. The
Registrant further certifies that its agent will not revoke such instructions
and has sufficient funds in such account to cover the amount of such filing fee.
================================================================================
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on January 13, 2000.
APPLIED MICRO CIRCUITS CORPORATION
By: /s/ DAVID M. RICKEY
--------------------------------
David M. Rickey
President and Chief
Executive 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, jointly
and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitutes may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ David M. Rickey President and Chief Executive January 13, 2000
____________________________________ Officer
David M. Rickey
/s/ William E. Bendush Vice President, Finance and January 13, 2000
____________________________________ Administration, and Chief
William E. Bendush Financial Officer
/s/ Roger A. Smullen, Sr. Chairman of the Board of January 13, 2000
____________________________________ Directors
Roger A. Smullen, Sr.
/s/ William K. Bowes, Jr. Director January 13, 2000
____________________________________
William K. Bowes, Jr.
/s/ Franklin P. Johnson, Jr. Director January 13, 2000
____________________________________
Franklin P. Johnson, Jr.
/s/ Arthur B. Stabenow Director January 13, 2000
____________________________________
Arthur B. Stabenow
</TABLE>
II-1
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page II-1.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
January 14, 2000
APPLIED MICRO CIRCUITS CORPORATION
6290 Sequence Drive
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by APPLIED MICRO CIRCUITS CORPORATION, a Delaware corporation
(the "Company"), of a Registration Statement on Form S-3 pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Registration Statement"),
which relates to the public offering of Common Stock of the Company contemplated
by the Registration Statement on Form S-3 (Reg. No. 333-92431) and related
Prospectus filed by the Company on December 9, 1999 and which was declared
effective on January 13, 2000 (the "Initial Registration Statement"). The
Registration Statement covers the registration of 827,271 shares of Common Stock
(the "Shares"), including 77,271 shares subject to the Underwriters' over-
allotment option.
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Initial Registration Statement and the related
Prospectus, the Company's Certificate of Incorporation and Bylaws, as amended,
and the originals or copies certified to our satisfaction of such records,
documents, certificates, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. We
have assumed the genuineness and authenticity of all documents submitted to us
as originals, the conformity to originals of all documents submitted to us as
copies thereof and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when issued and sold in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
nonassessable.
<PAGE>
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ D. Bradley Peck
------------------------
D. Bradley Peck
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference, in this Registration Statement
on Form S-3 for the registration of 827,271 shares of Applied Micro Circuits
Corporation's common stock, of the reference to our firm under the caption
"Experts" included in the Registration Statement (Form S-3 No. 333-92431) and
the incorporation by reference therein of our report dated April 21, 1999, with
respect to the consolidated financial statements and schedule of Applied Micro
Circuits Corporation, included in its Annual Report (Form 10-K) for the fiscal
year ended March 31, 1999, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
January 12, 2000
San Diego, California
