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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
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FORM S-3
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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<S> <C> <C>
Delaware 3674 94-2586591
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</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)
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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, CA 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, CA 92121
(858) 550-6000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the 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: [X]
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. [_]
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
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Proposed Proposed
Amount Maximum Maximum
Amount of Title of Each Class Registration to be Offering Price Aggregate
of Securities to be Registered Registered Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share........... 85,644 $185.25 $15,865,551 $4,189
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(1) Estimated in accordance with Rule 457(c) of the Securities Act of 1933,
solely for the purpose of calculating the amount of the registration fee
based on the average of the high and low prices of the Registrant's Common
Stock as reported on The Nasdaq National Market on September 19, 2000.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the securities act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. These +
+securities cannot be sold until the registration statement filed with the +
+securities and exchange commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED SEPTEMBER 26, 2000
85,644 Shares
APPLIED MICRO CIRCUITS CORPORATION
Common Stock
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We are registering 85,644 shares of our common stock for resale by the
selling stockholders identified in this prospectus. We will not receive any of
the proceeds from the sale of shares by the selling stockholders.
Our common stock is listed on The Nasdaq National Market under the symbol
"AMCC." On September 25, 2000, the last reported sale price for our common
stock was $199 per share.
------------
Investing in our common stock involves risks. See "Risk Factors," beginning
on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The date of this prospectus is , 2000.
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TABLE OF CONTENTS
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Page
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Applied Micro Circuits Corporation......................................... 3
Risk Factors............................................................... 4
Use of Proceeds............................................................ 16
Selling Stockholders....................................................... 16
Plan of Distribution....................................................... 17
Legal Matters.............................................................. 17
Experts.................................................................... 17
Where You Can Find More Information........................................ 18
Disclosure Regarding Forward-Looking Statements............................ 19
</TABLE>
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You should rely only on information contained in this document or to which
we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.
2
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APPLIED MICRO CIRCUITS CORPORATION
Unless the context requires otherwise, references in this prospectus to
"we," "us," "our" and "AMCC" refer to Applied Micro Circuits Corporation and
its wholly owned subsidiaries, and subject to the completion of the proposed
merger between MMC Networks, Inc. and our wholly owned subsidiary, Mercury
Acquisition Corp.
We design, develop, manufacture and market high-performance, high-bandwidth
silicon solutions for the world's optical networks. We utilize a combination of
high-frequency analog, mixed-signal and digital design expertise coupled with
system-level knowledge and multiple silicon process technologies to offer
integrated circuit, or IC, products that enable the transport of voice and data
over fiber optic networks. Our customers include leading communications
equipment manufacturers such as Alcatel, Ciena, Cisco, JDS Uniphase, Lucent,
Marconi Communications and Nortel as well as emerging communications systems
providers such as Juniper Networks and Sycamore Networks.
Our objective is to be the premier supplier of high-bandwidth silicon ICs
for the world's optical networks. Our strategies for achieving this objective
include:
. Focusing on high-growth, fiber optic-based network markets;
. Providing complete IC solutions to our customers and aggressively
integrating product functionality; and
. Leveraging expertise in multiple silicon-process technologies to provide
cost-effective, optimized solutions.
Our products target the Synchronous Optical Network, or SONET, Synchronous
Digital Hierarchy, or SDH, Asynchronous Transfer Mode, or ATM, Gigabit Ethernet
and Fibre Channel semiconductor markets. In addition, we recently introduced
silicon ICs targeted for Dense Wave Division Multiplexing, or DWDM, systems. We
provide our customers with complete silicon IC solutions ranging from physical
media dependent devices, such as laser drivers, and physical layer products,
such as transceivers, to overhead processor products, such as framers and
mappers. Our products span data rates from OC-3, or 155 megabits per second, to
OC-192, or 10 gigabits per second. We also supply silicon ICs for the automated
test equipment, or ATE, high-speed computing and military markets.
We manufacture a significant portion of our IC products at our fabrication
facility in San Diego, California. We also utilize outside fabrication
facilities for the production of products designed on CMOS processes and
silicon germanium BiCMOS processes.
On August 28, 2000, we entered an Agreement and Plan of Merger and
Reorganization with MMC Networks and our wholly owned subsidiary, Mercury
Acquisition Corp. If the merger contemplated by this agreement is completed,
MMC Networks will become one of our wholly owned subsidiaries. Based upon the
number of shares of our common stock outstanding on the date of the merger
agreement, and assuming no exercise of outstanding options, warrants or other
rights to purchase our common stock, the former holders of MMC Networks common
stock would hold and have voting power with respect to approximately 14% of our
total issued and outstanding shares of common stock after completion of the
merger. MMC Networks designs, develops and markets network processing platforms
that enable network and communications equipment vendors to rapidly develop
scalable, high-performance, feature-rich, cost-effective products. MMC
Networks' platforms include fully programmable, policy-enabled network
processors, an open, extensible software architecture, high-capacity switching
fabrics, and integrated traffic management capabilities, complemented by system
design and consulting services. MMC platforms form the silicon "engines" of
many Layer 2 through Layer 7 wide area network, or WAN, and local area network,
or LAN, switches and routers, broadband, optical, web switching, subscriber
management, and other communications platforms.
Our principal executive offices are located at 6290 Sequence Drive, San
Diego, CA 92121, and our telephone number is (858) 450-9333.
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RISK FACTORS
This offering involves a high degree of risk. You should carefully consider
the following information about these risks, as well as the other information
contained or incorporated by reference in this prospectus, before you decide to
buy any of our common stock.
Our operating results may fluctuate because of a number of factors, many of
which are beyond our control.
If our operating results are below the expectations of public market
analysts or investors, then the market price of our common stock could decline.
Some of the factors that affect our quarterly and annual results, but which are
difficult to control or predict are:
. the reduction, rescheduling or cancellation of orders by customers,
whether as a result of stockpiling of our products or otherwise;
. fluctuations in the timing and amount of customer requests for product
shipments;
. the availability of external foundry capacity, purchased parts and raw
materials;
. increases in the costs of products by suppliers;
. discontinuance of products by suppliers;
. fluctuations in product life cycles;
. fluctuations in manufacturing output, yields and inventory levels or
other potential problems or delays in the fabrication, assembly testing
or delivery of our products;
. changes in the mix of products that our customers buy;
. our ability to introduce new products and technologies on a timely basis;
. the announcement or introduction of products and technologies by our
competitors;
. competitive pressures on selling prices;
. market acceptance of our products and of our customers' products;
. the amounts and timing of costs associated with warranties and product
returns;
. the amounts and timing of investments in research and development;
. the amount and timing of the costs associated with payroll taxes related
to stock option exercises;
. the timing of depreciation and other expenses that we expect to incur in
connection with any expansion of our manufacturing capacity;
. costs associated with acquisitions and the integration of acquired
operations;
. costs associated with compliance with applicable environmental
regulations or remediation;
. costs associated with litigation, including without limitation,
litigation or settlements relating to the use or ownership of
intellectual property;
. the ability of our customers to obtain components from their other
suppliers;
. general communications systems industry and semiconductor industry
conditions; and
. general economic conditions.
Our expense levels are relatively fixed and are based, in part, on our
expectations of future revenues. We are continuing to increase our operating
expenses for additional manufacturing capacity, personnel and new product
development. We have limited ability to reduce expenses quickly in response to
any revenue shortfalls.
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Our business, financial condition and operating results would be harmed if we
do not achieve anticipated revenues. We can have revenue shortfalls for a
variety of reasons, including:
. significant pricing pressures that occur because of declines in average
selling prices over the life of a product;
. sudden shortages of raw materials or production capacity constraints that
lead our suppliers to allocate available supplies or capacity to
customers with resources greater than us and, in turn, interrupt our
ability to meet our production obligations;
. fabrication, test or assembly capacity constraints for internally
manufactured devices which interrupt our ability to meet our production
obligations; and
. the reduction, rescheduling or cancellation of customer orders.
Our business is characterized by short-term orders and shipment schedules,
and customer orders typically can be canceled or rescheduled without
significant penalty to the customer. Because we do not have substantial
noncancellable backlog, we typically plan our production and inventory levels
based on internal forecasts of customer demand which are highly unpredictable
and can fluctuate substantially. From time to time, in response to anticipated
long lead times to obtain inventory and materials from our outside suppliers
and foundries, we may order materials in advance of anticipated customer
demand. This advance ordering might result in excess inventory levels or
unanticipated inventory write-downs if expected orders fail to materialize, or
other factors render the customers' products less marketable. We currently
anticipate that an increasing portion of our revenues in future periods will be
derived from sales of application-specific standard products, or ASSPs, as
compared to application specific integrated circuits, or ASICs. Customer orders
for ASSPs typically have shorter lead times than orders for ASICs, which may
make it increasingly difficult for us to predict revenues and inventory levels
and adjust production appropriately. If we are unable to plan inventory and
production levels effectively, our business, financial condition and operating
results could be materially harmed.
A disruption in the manufacturing capabilities of our outside foundries would
negatively impact the production of certain of our products.
We rely on outside foundries for the manufacture of certain products,
including all of our products designed on CMOS processes and silicon germanium
processes. The outside foundries manufacture our products on a purchase order
basis. We expect that, for the foreseeable future, a single foundry will
manufacture certain products. Since we place orders on a purchase order basis,
these suppliers can allocate, and in the past have allocated, capacity to the
production of other companies' products while reducing deliveries to us on a
short notice. Because establishing relationships and ramping production with
new outside foundries takes several months to over a year, there is no readily
available alternative source of supply for these products. A manufacturing
disruption experienced by one or more of our outside foundries or a disruption
of our relationship with an outside foundry would negatively impact the
production of certain of our products for a substantial period of time. The
transition to the next generation of manufacturing technologies at one or more
of our outside foundries could be unsuccessful or delayed.
If we do not successfully expand our manufacturing capacity on time, we may
face serious capacity constraints.
We currently manufacture a significant portion of our IC products at our
fabrication facility in San Diego, California, and we are currently expanding
this facility. We believe that when the expansion is completed we will be able
to satisfy our production needs of the products built in the San Diego facility
through the end of fiscal 2001, although this date may vary depending on, among
other things, our rate of growth. We will be required to hire, train and manage
additional production personnel in order to increase production capacity as
scheduled. In addition, to further expand our capacity to fabricate ICs using a
bipolar process, we entered into a foundry agreement with a third party
fabrication facility. We will have to install our fabrication processes at this
foundry, qualify our processes at this foundry and then ramp production volumes
at this foundry. If we
5
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cannot expand our internal capacity on a timely basis, we could experience
significant capacity constraints that could render us unable to meet customer
demand or force us to spend more to meet demand. The depreciation and other
expenses that we will incur in connection with the expansion of our
manufacturing capacity may harm our gross margin in any future fiscal period.
We are exploring alternatives for the further expansion of our manufacturing
capacity, including:
. entering into strategic relationships to obtain additional capacity;
. building a new fabrication facility; or
. purchasing a fabrication facility.
Any of these alternatives could require a significant investment by us. We
cannot assure you that any of the alternatives for expansion of our
manufacturing capacity will be available on a timely basis or that we will be
able to manage our growth and effectively integrate our expansion into our
current operations.
The cost of any investment we may have to make to expand our manufacturing
capacity is expected to be funded through a combination of available cash, cash
equivalents and short-term investments, cash from operations and additional
debt, lease or equity financing. We may not be able to obtain the additional
financing necessary to fund the construction and completion of the expanded
manufacturing facility.
Expanding our current fabrication facility, building a new fabrication
facility or purchasing a fabrication facility entails significant risks,
including:
. shortages of materials and skilled labor;
. unforeseen environmental or engineering problems;
. work stoppages;
. weather interferences; and
. unanticipated cost increases.
Any one of these risks could have a material adverse effect on the building,
equipping and production start-up of a new facility or the expansion of our
existing facility. Unexpected changes or concessions required by local, state
or federal regulatory agencies with respect to necessary licenses, land use
permits, site approvals and building permits could involve significant
additional costs and delay the scheduled opening of the expansion or new
facility and could reduce our anticipated revenues. Also, the timing of
commencement of operation of our expanded or new facility will depend upon the
availability, timely delivery, successful installation and testing of the
necessary process equipment. As a result of the foregoing and other factors,
our expanded or new facility may not be completed and in volume production
within the current budget or within the period currently scheduled. We may be
unable to achieve adequate manufacturing yields in our expanded or new facility
in a timely manner, and our revenues may not increase commensurate with the
anticipated increase in manufacturing capacity associated with the expanded or
new facility. In the future, we may be required for competitive reasons to make
additional capital investments in the existing fabrication facility or to
accelerate the timing of the construction of a new fabrication facility in
order to expedite the manufacture of products based on more advanced
manufacturing processes.
Our operating results substantially depend on manufacturing output and yields,
which may not meet expectations.
We manufacture most of our ICs at our San Diego fabrication facility.
Manufacturing ICs requires manufacturing tools which are unique to each product
being produced. If one of these unique manufacturing tools was damaged or
destroyed, then our ability to manufacture the related product would be
impaired and our business would suffer until the tool were repaired or
replaced.
6
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Our yields decline whenever a substantial percentage of wafers must be
rejected or a significant number of die on each wafer are nonfunctional. Such
declines can be caused by many factors, including minute levels of contaminants
in the manufacturing environment, design issues, defects in masks used to print
circuits on a wafer and difficulties in the fabrication process. The ongoing
expansion of the manufacturing capacity of our existing fabrication facility
could increase the risk of contaminants in the facility. In addition, design
iterations and process changes by our suppliers can cause a risk of
contamination. Many of these problems are difficult to diagnose, and are time
consuming and expensive to remedy and can result in shipment delays.
We estimate yields per wafer in order to estimate the value of inventory. If
yields are materially different than projected, work-in-process inventory may
need to be revalued. We have in the past, and may in the future from time to
time, take inventory write-downs as a result of decreases in manufacturing
yields. We may suffer periodic yield problems in connection with new or
existing products or in connection with the commencement of production in a new
or expanded manufacturing facility.
In addition, our manufacturing output or yields may decline as a result of
power outages, accidents, natural disasters or other disruptions to the
manufacturing process.
Because the majority of our costs of manufacturing are relatively fixed,
yield decreases can result in substantially higher unit costs and may result in
reduced gross profit and net income. Yield decreases could force us to allocate
available product supply among customers, which could potentially harm customer
relationships.
Our dependence on third-party manufacturing and supply relationships increases
the risk that we will not have an adequate supply of products to meet demand or
that our cost of materials will be higher than expected.
The risks associated with our dependence upon third parties which
manufacture, assemble or package certain of our products, include:
. the potential lack of adequate capacity during periods of excess demand;
. reduced control over delivery schedules and quality;
. risks of inadequate manufacturing yields and excessive costs;
. difficulties selecting and integrating new subcontractors;
. limited warranties on products supplied to us;
. potential increases in prices; and
. potential misappropriation of our intellectual property.
Difficulties associated with adapting our technology and product design to
the proprietary process technology and design rules of outside foundries can
lead to reduced yields. The process technology of an outside foundry is
typically proprietary to the manufacturer. Since low yields may result from
either design or process technology failures, yield problems may not be
effectively determined or resolved until an actual product exists that can be
analyzed and tested to identify process sensitivities relating to the design
rules that are used. As a result, yield problems may not be identified until
well into the production process, and resolution of yield problems may require
cooperation between ourselves and our manufacturer. This risk could be
compounded by the offshore location of certain of our manufacturers, increasing
the effort and time required to identify, communicate and resolve manufacturing
yield problems. Manufacturing defects that we do not discover during the
manufacturing or testing process may lead to costly product recalls. These
risks may lead to increased costs or delay product delivery, which would harm
our profitability and customer relationships.
7
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If the subcontractors we use to manufacture our products discontinue the
manufacturing processes needed to meet our demands, or fail to upgrade their
technologies needed to manufacture our products, we may face production delays.
Our requirements typically represent a very small portion of the total
production of the third-party foundries. As a result, we are subject to the
risk that a producer will cease production on an older or lower-volume process
that it uses to produce our parts. We cannot be certain our external foundries
will continue to devote resources to the production of our products or continue
to advance the process design technologies on which the manufacturing of our
products are based. Each of these events could increase our costs and harm our
ability to deliver our products on time.
Due to an industry transition to six-inch, eight-inch and twelve-inch wafer
fabrication facilities, there is a limited number of suppliers of the four-inch
wafers that we use to build products in our existing manufacturing facility,
and we rely on a single supplier for these wafers. Although we believe that we
will have sufficient access to four-inch wafers to support production in our
existing fabrication facility for the foreseeable future, we cannot be certain
that our current supplier will continue to supply us with four-inch wafers on a
long-term basis. The availability of manufacturing equipment needed for a four-
inch process is limited, and certain new equipment required for more advanced
processes may not be available for a four-inch process.
We must develop or otherwise gain access to improved process technologies.
Our future success will depend upon our ability to continue to improve
existing process technologies, to develop or acquire new process technologies
including silicon germanium processes, and to adapt our process technologies to
emerging industry standards. In the future, we may be required to transition
one or more of our products to process technologies with smaller geometries,
other materials or higher speeds in order to reduce costs and/or improve
product performance. We may not be able to improve our process technologies and
develop or otherwise gain access to new process technologies, including but not
limited to silicon germanium process technologies, in a timely or affordable
manner. In addition, products based on these technologies may not achieve
market acceptance.
Our customers are concentrated, so the loss of one or more key customers could
significantly reduce our revenues and profits.
A relatively small number of customers has accounted for a significant
portion of our revenues in any particular period. We have no long-term volume
purchase commitments from any of our major customers. We anticipate that sales
of products to relatively few customers will continue to account for a
significant portion of our revenues. If a significant customer overstocked our
products, additional orders for our products could be harmed. A reduction,
delay or cancellation of orders from one or more significant customers or the
loss of one or more key customers could significantly reduce our revenues and
profits. We cannot assure you that our current customers will continue to place
orders with us, that orders by existing customers will continue at current or
historical levels or that we will be able to obtain orders from new customers.
Our ability to maintain or increase sales to key customers and attract new
significant customers is subject to a variety of factors, including:
. customers may stop incorporating our products into their own products
with limited notice to us and suffer little or no penalty;
. design wins with customers may not result in significant sales to such
customers;
. the introduction of a customer's significant new products may be late or
less successful in the market than planned;
. a significant customer's product line using our products may rapidly
decline or be phased out;
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. significant customers may not incorporate our products in their future
product designs;
. agreements with customers typically do not require them to purchase a
minimum amount of our products;
. many of our customers have pre-existing relationships with current or
potential competitors that may cause them to switch from our products to
competing products;
. we may not be able to successfully develop relationships with additional
significant network equipment vendors; and
. our relationship with some of our larger customers may deter other
potential customers (who compete with these customers) from buying our
products.
Any one of the factors above could have a material adverse effect on our
business, financial condition and results of operation.
Our future success depends in part on the continued service of our key design
engineering, sales, marketing and executive personnel and our ability to
identify, hire and retain additional personnel.
There is intense competition for qualified personnel in the semiconductor
industry, in particular design engineers, and we may not be able to continue to
attract and train engineers or other qualified personnel necessary for the
development of our business or to replace engineers or other qualified
personnel who may leave our employ in the future. Our anticipated growth is
expected to place increased demands on our resources and will likely require
the addition of new management personnel and the development of additional
expertise by existing management personnel. Loss of the services of, or failure
to recruit, key design engineers or other technical and management personnel
could be significantly detrimental to our product and process development
programs.
Periods of rapid growth and expansion could continue to place a significant
strain on our limited personnel and other resources.
To manage expanded operations effectively, we will be required to continue
to improve our operational, financial and management systems and to
successfully hire, train, motivate and manage our employees. The integration of
past and future potential acquisitions and the expansion of our manufacturing
capacity will require significant additional management, technical and
administrative resources. We cannot be certain that we will be able to manage
our growth or effectively integrate a new or expanded wafer fabrication
facility into our current operations.
An important part of our strategy is to continue our focus on the markets for
high-speed communications ICs. If we are unable to expand our share of these
markets further, our revenues could stop growing and may decline.
Our markets frequently undergo transitions in which products rapidly
incorporate new features and performance standards on an industry-wide basis.
If our products are unable to support the new features or performance levels
required by OEMs in these markets, we would be likely to lose business from an
existing or potential customer and, moreover, would not have the opportunity to
compete for new design wins until the next product transition occurs. If we
fail to develop products with required features or performance standards, or if
we experience a delay as short as a few months in bringing a new product to
market, or if our customers fail to achieve market acceptance of their
products, our revenues could be significantly reduced for a substantial period.
A significant portion of our revenues in recent periods has been, and is
expected to continue to be, derived from sales of products based on SONET, SDH
and ATM transmission standards. If the communications market
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evolves to new standards, we may not be able to successfully design and
manufacture new products that address the needs of our customers or gain
substantial market acceptance. Although we have developed products for the
Gigabit Ethernet and Fibre Channel communications standards, volume sales of
these products are modest, and we may not be successful in addressing the
market opportunities for products based on these standards.
Our markets are subject to rapid technological change, so our success depends
heavily on our ability to develop and introduce new products.
The markets for our products are characterized by:
. rapidly changing technologies;
. evolving and competing industry standards;
. short product life cycles;
. changing customer needs;
. emerging competition;
. frequent new product introductions and enhancements;
. increased integration with other functions; and
. rapid product obsolescence.
To develop new products for the communications markets, we must develop,
gain access to and use leading technologies in a cost-effective and timely
manner and continue to develop technical and design expertise. In addition, we
must have our products designed into our customers' future products and
maintain close working relationships with key customers in order to develop new
products that meet customers' changing needs. We must respond to changing
industry standards, trends towards increased integration and other
technological changes on a timely and cost-effective basis. If we fail to
achieve design wins with key customers, our business will significantly suffer
because once a customer has designed a supplier's product into its system, the
customer typically is extremely reluctant to change its supply source due to
significant costs associated with qualifying a new supplier.
Products for communications applications, as well as for high-speed
computing applications, are based on industry standards that are continually
evolving. Our ability to compete in the future will depend on our ability to
identify and ensure compliance with these evolving industry standards. The
emergence of new industry standards could render our products incompatible with
products developed by major systems manufacturers. As a result, we could be
required to invest significant time and effort and to incur significant expense
to redesign our products to ensure compliance with relevant standards. If our
products are not in compliance with prevailing industry standards for a
significant period of time, we could miss opportunities to achieve crucial
design wins. We may not be successful in developing or using new technologies
or in developing new products or product enhancements that achieve market
acceptance. Our pursuit of necessary technological advances may require
substantial time and expense.
The markets in which we compete are highly competitive and subject to rapid
technological change, price erosion and heightened international competition.
The communications IC market is highly competitive and we expect that
competition will increase in these markets. Our ability to compete successfully
in our markets depends on a number of factors, including:
. success in designing and subcontracting the manufacture of new products
that implement new technologies;
. product quality, reliability and performance;
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. customer support;
. time-to-market;
. price;
. the efficiency of production;
. design wins;
. expansion of production of our products for particular systems
manufacturers;
. end-user acceptance of the systems manufacturers' products;
. market acceptance of competitors' products; and
. general economic conditions.
In addition, our competitors or customers may offer enhancements to our
existing products or offer new products based on new technologies, industry
standards or customer requirements including, but not limited to, all optical
networking systems that are available to customers on a more timely basis than
comparable products from us or that have the potential to replace or provide
lower-cost or higher performance alternatives to our products. The introduction
of enhancements or new products by our competitors could render our existing
and future products obsolete or unmarketable. We expect that certain of our
competitors and other semiconductor companies may seek to develop and introduce
products that integrate the functions performed by our IC products on a single
chip, thus eliminating the need for our products.
In the communications markets, we compete primarily against Conexant, Giga
(acquired by Intel), Lucent, Maxim, Philips, PMC-Sierra, Infineon, TriQuint and
Vitesse. Some of these companies have significantly greater financial and other
resources than us, and some of these companies use other process technology
such as gallium arsenide which may have certain advantages over technology we
currently use. In certain circumstances, most notably with respect to ASICs
supplied to Nortel, our customers or potential customers have internal IC
manufacturing capabilities.
We expect revenues that are currently derived from non-communications markets
will decline in future periods.
We have derived significant revenues from product sales to customers in the
automated test equipment, or ATE, high-speed computing and military markets and
currently anticipate that we will continue to derive revenues from sales to
customers in these markets in the near term. We are not currently funding
product development efforts in these markets, and we expect that revenues from
products in these markets will decline in future periods. The market for ATE
and high-speed computing IC products is subject to extreme price competition,
and we may not be able to reduce the costs of manufacturing high-speed
computing IC products in response to declining average selling prices.
We expect that certain competitors will seek to develop and introduce
products that integrate the functions performed by our ATE and high speed
computing IC products on single chips. One or more of our customers may choose
to utilize discrete components to perform the functions served by our high-
speed computing IC products or may use their own design and fabrication
facilities to create a similar product. In either case, the need for ATE and
high-speed computing customers to purchase our IC products could be eliminated.
11
<PAGE>
We have in the past and may in the future make acquisitions where advisable,
which will involve numerous risks. There is no assurance that we will be able
to address these risks successfully without substantial expense, delay or other
operational or financial problems.
The risks involved with acquisitions include:
. diversion of management's attention;
. failure to retain key personnel;
. amortization of acquired intangible assets;
. client dissatisfaction or performance problems with an acquired firm;
. the cost associated with acquisitions and the integration of acquired
operations; and
. assumption of unknown liabilities, or other unanticipated events or
circumstances.
A future acquisition could adversely affect operating results. In
particular, if we were to acquire a company or assets and record the
acquisition as a purchase, we may capitalize a significant goodwill asset. This
asset would be amortized over its expected period of benefit. The resulting
amortization expense could seriously impact operating results for many years.
In addition, acquisitions accounted for using the pooling of interest
methods of accounting are subject to rules established by the Financial
Accounting Standards Board and the Securities and Exchange Commission. These
rules are complex and the interpretation of them is subject to change. The
availability of pooling of interests accounting treatment for a business
combination depends in part upon circumstances and events occurring after the
effective time. The failure of a past business combination or a future
potential business combination that has been accounted for under the pooling of
interests accounting method to qualify for this accounting treatment would
materially harm our reported and future earnings and likely, the price of our
common stock.
Any of these risks could materially harm our business, financial condition
and results of operations. We cannot assure you that any business that we
acquire will achieve anticipated revenues or operating results.
The proposed merger with MMC Networks may not be completed or we may not
realize the anticipated benefits of the merger.
We entered the merger agreement with MMC Networks with the expectation that
the merger will result in benefits to us including:
. combining complementary technologies to permit us to provide products
with more complete solutions than we can now provide on our own;
. a combined company with greater financial, technology and human resources
for developing new products and providing greater sales and marketing
resources to promote and sell our products; and
. providing us with access to MMC Networks' customer base to increase
distribution of our products.
The proposed merger may not be completed. The merger agreement may be
terminated by MMC Networks or us for a number of reasons, including if the MMC
Networks stockholders do not approve the merger.
If the merger is completed, we may not be able to achieve the anticipated
benefits of the merger. Our success in achieving these benefits will depend on
whether we can integrate the technology, operations and personnel of the two
companies in a timely and efficient manner. We must minimize the risk that the
merger will result in the loss of key employees or the continued diversion of
our management's attention. The integration of sales of MMC Networks' products
into our business model may jeopardize our success. MMC Networks' technology
and products address the network processor market, which is a new market for
us.
12
<PAGE>
The costs associated with the integration will be substantial. These costs
will negatively affect our operating results and may cause a decline in the
market price of our common stock.
We cannot assure you that MMC Networks will be successfully integrated or
that we will realize any of the anticipated benefits. Failure to complete the
merger and integrate the two companies could have a material adverse effect on
our business, financial condition and operating results.
We may not be able to protect our intellectual property adequately.
We rely in part on patents to protect our intellectual property. We cannot
assure you that our pending patent applications or any future applications will
be approved, or that any issued patents will provide us with competitive
advantages or will not be challenged by third parties, or that if challenged,
will be found to be valid or enforceable, or that the patents of others will
not have an adverse effect on our ability to do business. Furthermore, others
may independently develop similar products or processes, duplicate our products
or processes or design around any patents that may be issued to us.
To protect our intellectual property, we also rely on the combination of
mask work protection under the Federal Semiconductor Chip Protection Act of
1984, trademarks, copyrights, trade secret laws, employee and third-party
nondisclosure agreements and licensing arrangements. Despite these efforts, we
cannot be certain that others will not independently develop substantially
equivalent intellectual property or otherwise gain access to our trade secrets
or intellectual property, or disclose such intellectual property or trade
secrets, or that we can meaningfully protect our intellectual property.
We could be harmed by litigation involving patents and proprietary rights.
Litigation may be necessary to enforce our intellectual property rights, to
determine the validity and scope of the proprietary rights of others or to
defend against claims of infringement or misappropriation. The semiconductor
industry is characterized by substantial litigation regarding patent and other
intellectual property rights. Such litigation could result in substantial costs
and diversion of resources, including the attention of our management and
technical personnel and could have a material adverse effect on our business,
financial condition and results of operations. We may be accused of infringing
the intellectual property rights of third parties. We have certain
indemnification obligations to customers with respect to the infringement of
third-party intellectual property rights by our products. We cannot be certain
that infringement claims by third parties or claims for indemnification by
customers or end users resulting from infringement claims will not be asserted
in the future or that such assertions, if proven to be true, will not harm our
business.
Any litigation relating to the intellectual property rights of third
parties, whether or not determined in our favor or settled by us, would at a
minimum be costly and could divert the efforts and attention of our management
and technical personnel. In the event of any adverse ruling in any such
litigation, we could be required to pay substantial damages, cease the
manufacturing, use and sale of infringing products, discontinue the use of
certain processes or obtain a license under the intellectual property rights of
the third party claiming infringement. A license might not be available on
reasonable terms, or at all.
Our operating results are subject to fluctuations because we rely substantially
on international sales.
International sales account for a significant part of our revenues and may
account for an increasing portion of our future revenues. As a result, an
increasing portion of our revenues may be subject to certain risks, including:
. changes in regulatory requirements;
. tariffs and other barriers;
. timing and availability of export licenses;
13
<PAGE>
. political and economic instability;
. difficulties in accounts receivable collections;
. natural disasters;
. difficulties in staffing and managing foreign subsidiary and branch
operations;
. difficulties in managing distributors;
. difficulties in obtaining governmental approvals for communications and
other products;
. foreign currency exchange fluctuations;
. the burden of complying with a wide variety of complex foreign laws and
treaties; and
. potentially adverse tax consequences.
We are subject to the risks associated with the imposition of legislation
and regulations relating to the import or export of high technology products.
We cannot predict whether quotas, duties, taxes or other charges or
restrictions upon the importation or exportation of our products will be
implemented by the United States or other countries. Because sales of our
products have been denominated to date primarily in United States dollars,
increases in the value of the United States dollar could increase the price of
our products so that they become relatively more expensive to customers in the
local currency of a particular country, leading to a reduction in sales and
profitability in that country. Future international activity may result in
increased foreign currency denominated sales. Gains and losses on the
conversion to United States dollars of accounts receivable, accounts payable
and other monetary assets and liabilities arising from international operations
may contribute to fluctuations in our results of operations. Some of our
customer purchase orders and agreements are governed by foreign laws, which may
differ significantly from United States laws. Therefore, we may be limited in
our ability to enforce our rights under such agreements and to collect damages,
if awarded.
We could incur substantial fines or litigation costs associated with our
storage, use and disposal of hazardous materials.
We are subject to a variety of federal, state and local governmental
regulations related to the use, storage, discharge and disposal of toxic,
volatile or otherwise hazardous chemicals used in our manufacturing process.
Any failure to comply with present or future regulations could result in the
imposition of fines, the suspension of production or a cessation of operations.
These regulations could restrict our ability to expand our facilities at the
present location or construct or operate a new fabrication facility or could
require us to acquire costly equipment or incur other significant expenses to
comply with environmental regulations or clean up prior discharges. Since 1993,
we have been named as a potentially responsible party, along with a large
number of other companies that used Omega Chemical Corporation in Whittier,
California to handle and dispose of certain hazardous waste material. We are a
member of a large group of potentially responsible parties that has agreed to
fund certain remediation efforts at the Omega site, which efforts are ongoing.
To date, our payment obligations with respect to these funding efforts have not
been material, and we believe that our future obligations to fund these efforts
will not have a material adverse effect on our business, financial condition or
operating results. Although we believe that we are currently in material
compliance with applicable environmental laws and regulations, we cannot assure
you that we are or will be in material compliance with these laws or
regulations or that our future obligations to fund any remediation efforts,
including those at the Omega site, will not have a material adverse effect on
our business.
Our ability to manufacture a sufficient number of products to meet demand could
be severely hampered by a shortage of water or natural disasters.
We use significant amounts of water throughout our manufacturing process.
Previous droughts in California have resulted in restrictions being placed on
water use by manufacturers and residents in California.
14
<PAGE>
In the event of future drought, reductions in water use may be mandated
generally, and it is unclear how such reductions will be allocated among
California's different users. We cannot be certain that near term reductions in
water allocations to manufacturers will not occur. Our existing fabrication
facility is, and a potential new fabrication facility may be, located in
Southern California and these facilities may be subject to natural disasters
such as earthquakes or floods. We do not have earthquake insurance for these
facilities, because adequate coverage is not offered at economically
justifiable rates. A significant natural disaster, such as an earthquake or
flood, could have a material adverse impact on our business, financial
condition and operating results.
Our stock price is volatile.
The market price of our common stock has fluctuated significantly. In the
future, the market price of our common stock could be subject to significant
fluctuations due to general economic and market conditions and in response to
quarter-to-quarter variations in:
. our anticipated or actual operating results;
. announcements or introductions of new products;
. technological innovations or setbacks by us or our competitors;
. conditions in the semiconductor, telecommunications, data communications
or high-speed computing markets;
. the commencement of litigation;
. changes in estimates of our performance by securities analysts;
. announcements of merger or acquisition transactions; and
. other events or factors.
In addition, the stock market in recent years has experienced extreme price
and volume fluctuations that have affected the market prices of many high
technology companies, particularly semiconductor companies, and that have often
been unrelated or disproportionate to the operating performance of companies.
These fluctuations may harm the market price of our common stock.
The anti-takeover provisions of our certificate of incorporation and of the
Delaware general corporation law may delay, defer or prevent a change of
control.
Our board of directors has the authority to issue up to 2,000,000 shares of
preferred stock and to determine the price, rights, preferences and privileges
and restrictions, including voting rights, of those shares without any further
vote or action by our stockholders. The rights of the holders of common stock
will be subject to, and may harmed by, the rights of the holders of any shares
of preferred stock that may be issued in the future. The issuance of preferred
stock may delay, defer or prevent a change in control, as the terms of the
preferred stock that might be issued could potentially prohibit our
consummation of any merger, reorganization, sale of substantially all of our
assets, liquidation or other extraordinary corporate transaction without the
approval of the holders of the outstanding shares of preferred stock. The
issuance of preferred stock could have a dilutive effect on our stockholders.
If we issue additional shares of stock in the future, it may have a dilutive
effect on our stockholders.
We have a significant number of authorized and unissued shares of our common
stock available. These shares will provide us with the flexibility to issue our
common stock for proper corporate purposes, which may include making
acquisitions through the use of stock, adopting additional equity incentive
plans and raising equity capital. Any subsequent issuance of our common stock
may result in immediate dilution of our then current stockholders.
15
<PAGE>
USE OF PROCEEDS
The proceeds from the sale of the common stock offered by this prospectus
are solely for the account of the selling stockholders. We will not receive any
proceeds from the sale of these shares.
SELLING STOCKHOLDERS
We are registering for resale certain shares of our common stock held by the
stockholders identified below. The following table sets forth:
. the name of the selling stockholders;
. the number and percent of our common stock that the selling stockholders
beneficially owned prior to the offering for resale of any of the shares
of our common stock being registered by the registration statement of
which this prospectus is a part;
. the number of shares of our common stock that may be offered for resale
for the account of the selling stockholders pursuant to this prospectus;
and
. the number and percent of shares of our common stock to be held by the
selling stockholders after the offering of the resale shares (assuming
all of the resale shares are sold by the selling stockholders).
This information is based on information provided by the selling
stockholders and assumes the sale of all of the shares offered by the selling
stockholders. The term "selling stockholders" includes the stockholders listed
below and their transferees, pledgees, donees or other successors. The
applicable percentages of ownership are based on an aggregate of 126,135,783
shares of common stock issued and outstanding as of September 15, 2000. The
number of shares beneficially owned by each stockholder is determined under
rules promulgated by the SEC, and the information is not necessarily indicative
of beneficial ownership for any other purpose.
<TABLE>
<CAPTION>
Shares Shares
Beneficially Beneficially
Owned Prior to Owned After
Offering Number of Offering
-------------- Shares Being --------------
Selling Stockholders(1) Number Percent Offered Number Percent
----------------------- ------ ------- ------------ ------ -------
<S> <C> <C> <C> <C> <C>
Randolph Zwetzig..................... 69,963 * 20,849 49,114 *
Donald Bartlett...................... 69,693 * 20,849 49,114 *
Daniel Curran........................ 69,963 * 20,849 49,114 *
Gary Amato........................... 69,963 * 20,849 49,114 *
David Newman......................... 3,565 * 2,246 1,319 *
</TABLE>
--------
* Represents beneficial ownership of less than 1% of the outstanding shares of
our common stock.
(1) Of the total shares of common stock listed as owned by the selling
stockholders, a total of 65,893 shares are held in an escrow account to
secure indemnification obligations of the selling stockholders to us. It is
expected that these shares (less any shares that may be distributed from
the escrow account to us in satisfaction of indemnification claims) will be
released from escrow and distributed to the selling stockholders no later
than September 20, 2001. The number of shares indicated as owned by each
selling stockholder includes those shares which such selling stockholder is
entitled to receive upon distribution of these shares from the escrow
account.
16
<PAGE>
PLAN OF DISTRIBUTION
The shares of common stock offered by the selling stockholders, or by their
pledgees, transferees or other successors in interest, may be sold from time to
time to purchasers directly by any of the selling stockholders acting as
principal for its own account in one or more transactions at a fixed price,
which may be changed, or at varying prices determined at the time of sale or at
negotiated prices. Alternatively, any of the selling stockholders may from time
to time offer the common stock through underwriters, dealers or agents who may
receive compensation in the form of underwriting discounts, commissions or
concessions from the selling stockholders and/or the purchasers of shares for
whom they may act as agent. Sales may be made on The Nasdaq National Market or
in private transactions. In addition to sales of common stock pursuant to the
registration statement of which this prospectus is a part, the selling
stockholders may sell such common stock in compliance with Rule 144 promulgated
under the Securities Act of 1933, as amended.
The selling stockholders and any agents, broker-dealers or underwriters that
participate in the distribution of the common stock offered hereby may be
deemed to be underwriters within the meaning of the Securities Act, and any
discounts, commissions or concessions received by them and any profit on the
resale of the common stock purchased by them might be deemed to be underwriting
discounts and commissions under the Securities Act.
In order to comply with the applicable securities laws of certain states,
the common stock may be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the common stock may not be sold
unless it has been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is complied with.
In connection with our acquisition of SiLutia, Inc., we have agreed to
register the selling stockholders' common stock under applicable federal and
state securities laws under certain circumstances and at certain times. We will
pay substantially all of the expenses incident to the offering and sale of the
common stock to the public, other than commissions, concessions and discounts
of underwriters, dealers or agents. Such expenses (excluding such commissions
and discounts) are estimated to be approximately $25,000.
LEGAL MATTERS
The validity of the shares of common stock being sold in this offering and
other legal matters relating to the offering will be passed upon for us by
Cooley Godward LLP, San Diego, California.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K
for the year ended March 31, 2000, as set forth in their report, which is
incorporated by reference in the registration statement. Our financial
statements and schedule are incorporated by reference in reliance on Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.
17
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission. Certain information in the
registration statement has been omitted from this prospectus in accordance with
the rules of the SEC. We file proxy statements and annual, quarterly and
special reports and other information with the SEC. You can inspect and copy
the registration statement as well as the reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at 450 Fifth Street, N. W., Washington, D.C., and at the SEC
Regional Offices located at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New
York, New York 10048. You can call the SEC at 1-800-732-0330 for further
information about the public reference rooms. We are also required to file
electronic versions of these documents with the SEC, which may be accessed from
the SEC's World Wide Web site at http://www.sec.gov. Reports, proxy and
information statements and other information concerning Applied Micro Circuits
Corporation may be inspected at The Nasdaq Stock Market at 1735 K Street, N.
W., Washington, D.C. 20006. The SEC requires us to "incorporate by reference"
certain of our publicly-filed documents into this prospectus, which means that
information included in those documents is considered part of this prospectus.
Information that we file with the SEC after the effective date of this
prospectus will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, or until we terminate the effectiveness of this
registration statement.
The following documents filed with the SEC are incorporated by reference in
this prospectus:
1. Our Annual Report on Form 10-K for the year ended March 31, 2000.
2. All other filings pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act since the end of the fiscal year covered by the
annual report referred to in (1) above.
3. The description of our common stock in our registration statement on
Form 8-A filed with the SEC on October 10, 1997, including any amendments
or reports filed for the purpose of updating such description.
4. All of the filings pursuant to the Securities Exchange Act after the
date of filing of the original registration statement and prior to the
effectiveness of the Registration Statement.
We will furnish without charge to you, on written or oral request, a copy of
any or all of the documents incorporated by reference, other than exhibits to
those documents. You should direct any requests for documents to Debra Hart,
6290 Sequence Drive, San Diego, CA 92121, telephone: (858) 450-9333.
18
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Any statements about our expectations, beliefs, plans, objectives, assumptions
or future events or performance are not historical facts and may be forward-
looking. These statements are often, but not always, made through the use of
words or phrases such as "anticipate," "estimate," "plans," "projects,"
"continuing," "ongoing," "expects," "management believes," "we believe," "we
intend" and similar words or phrases. Accordingly, these statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in them. Any forward-looking statements
are qualified in their entirety by reference to the factors discussed
throughout this prospectus. Among the key factors that could cause actual
results to differ materially from the forward-looking statements:
. timely product development;
. change in economic conditions of the various markets we serve;
. opportunities or acquisitions that we pursue; and
. the availability and terms of financing.
Because the risk factors referred to above could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements made by us, you should not place undue reliance on any such forward-
looking statements. Further, any forward-looking statement speaks only as of
the date on which it is made, and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances
after the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for us to predict which will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.
19
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses in connection with the sale of the securities being registered
are set forth in the following table (all amounts except the registration fee
are estimated)
<TABLE>
<S> <C>
SEC Registration Fee................................................ $ 4,189
Printing and Engraving Expenses..................................... $ 5,000
Legal Fees and Expenses............................................. $10,000
Accounting Fees and Expenses........................................ $ 5,000
Miscellaneous....................................................... $ 811
-------
TOTAL........................................................... $25,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, the Registrant
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 Registrant's Bylaws provide that the Registrant 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
Registrant believes that indemnification under its Bylaws covers at least
negligence and gross negligence by indemnified parties, and may require the
Registrant 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 Registrant'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 Registrant
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
Registrant 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 Registrant has entered into separate indemnification agreements with its
officers and directors. These agreements may require the Registrant, 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 Registrant maintains director and officer liability
insurance.
II-1
<PAGE>
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
4.1 Certificate for shares of common stock of the Company.(1)
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 (see signature page hereto).
</TABLE>
--------
(1) Incorporated by reference to Exhibit 4.1 filed with the Company's
registration statement on Form S-1 (File No. 333-37609) filed October 10,
1997, or with any amendments thereto, which registration statement became
effective November 24, 1997.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) 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 of 1933;
(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) 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)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) 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.
(b) The undersigned registration 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 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new
II-2
<PAGE>
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities under the Securities Act of
1933 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 appropriated 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.
II-3
<PAGE>
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 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, in the City of San Diego, State of California, on September 25,
2000.
Applied Micro Circuits Corporation
/s/ William E. Bendush
By: _________________________________
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 each
of them, as his true and lawful attorneys-in-fact and agents, 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, exhibits thereto and other documents in connection
therewith) to this Registration Statement and any subsequent registration
statement filed by the registrant pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, which relates 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 any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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
_________________________________ Directors, President and Chief
David M. Rickey Executive Officer (principal
executive officer)
/s/ William E. Bendush Vice President, Finance and September 25, 2000
_________________________________ Administration, and Chief
William E. Bendush Financial Officer (principal
financial and accounting
officer)
/s/ Roger A. Smullen, Sr. Vice-Chairman of the Board of September 25, 2000
_________________________________ Directors
Roger A. Smullen, Sr.
/s/ William K. Bowes, Jr. Director September 25, 2000
_________________________________
William K. Bowes, Jr.
/s/ Clive Ghest Director September 25, 2000
_________________________________
Clive Ghest
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/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
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S>
4.1 Certificate for shares of common stock of the Company.(1)
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 (see signature page hereto).
</TABLE>
--------
(1) Incorporated by reference to Exhibit 4.1 filed with the Company's
registration statement on Form S-1 (File No. 333-37609) filed October 10,
1997, or with any amendments thereto, which registration statement became
effective November 24, 1997.
