<PAGE>
As filed with the Securities and Exchange Commission on January 5, 2001
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
Applied Micro Circuits Corporation
(Exact Name Of Registrant As Specified In Its Charter)
-----------------------------
Delaware 94-2586591
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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)
-----------------------------
2000 Equity Incentive Plan
(Full Title Of The Plan)
-----------------------------
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:
D. Bradley Peck, Esq.
Cooley Godward LLP
4365 Executive Drive, Suite 1100
San Diego, CA 92121
(858) 550-6000
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered (1) Price per Share (2) Offering Price (2) Registration Fee
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common Stock
(par value $.01) 25,000,000 shares $65.65625 $1,641,406,250 $410,351.56
==============================================================================================================================
</TABLE>
(1) This registration statement shall also cover any additional shares of
Common Stock which shall become issuable under the 2000 Equity Incentive
Plan, as amended, by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933,
as amended. The price per share and the aggregate offering price are
calculated on the basis of $65.65625, the average of the high and low sales
prices of Registrant's Common Stock on January 3, 2001, as reported on The
Nasdaq National Market.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON
FORM S-8 NOS. 333-35408 AND 333-48912
The contents of Registration Statements on Form S-8 No. 333-35408 filed with the
Securities and Exchange Commission on April 21, 2000 and No. 333-48912 filed
with the Commission on October 30, 2000 are incorporated by reference herein.
EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement
24.1 Power of Attorney is contained on the signature pages
99.1* 2000 Equity Incentive Plan, as amended
</TABLE>
___________________________________
*Filed as Exhibit 99.1 to the Registrant's Registration Statement on Form S-8
No. 333-48912 filed with the Commission on October 30, 2000.
<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
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on January 4, 2001.
Applied Micro Circuits Corporation
By: /s/ WILLIAM E. BENDUSH
----------------------------
William E. Bendush
Vice President, Finance and Administration, and
Chief Financial Officer
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature
appears below constitutes and appoints David M. Rickey and William E. Bendush,
and both or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
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 Directors, January 4, 2001
----------------------------------------------- President and Chief Executive Officer
David M. Rickey (Principal Executive Officer)
/s/ WILLIAM E. BENDUSH Vice President, Finance and Administration, January 4, 2001
----------------------------------------------- and Chief Financial Officer (Principal
William E. Bendush Financial and Accounting Officer)
/s/ ROGER A. SMULLEN, SR. Vice Chairman of the Board of Directors January 4, 2001
-----------------------------------------------
Roger A. Smullen, Sr.
/s/ R. CLIVE GHEST Director January 4, 2001
-----------------------------------------------
R. Clive Ghest
/s/ FRANKLIN P. JOHNSON, JR. Director January 4, 2001
-----------------------------------------------
Franklin P. Johnson, Jr.
/s/ S. ATIQ RAZA Director January 4, 2001
-----------------------------------------------
S. Atiq Raza
/s/ ARTHUR B. STABENOW Director January 4, 2001
-----------------------------------------------
Arthur B. Stabenow
/s/ HARVEY P. WHITE Director January 4, 2001
-----------------------------------------------
Harvey P. White
/s/ WILLIAM K. BOWES, JR. Director January 4, 2001
-----------------------------------------------
William K. Bowes, Jr.
/s/ DOUGLAS SPRENG Director January 4, 2001
-----------------------------------------------
Douglas Spreng
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NUMBER
<S> <C>
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration
Statement
24.1 Power of Attorney is contained on the signature pages
99.1* 2000 Equity Incentive Plan, as amended
</TABLE>
___________________________________
*Filed as Exhibit 99.1 to the Registrant's Registration Statement on Form S-8
No. 333-48912 filed with the Commission on October 30, 2000.
