As filed with the Securities and Exchange Commission on October 3, 1996
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SIERRA SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
California 94-2925073
(State of Incorporation) (I.R.S. Employer Identification No.)
- --------------------------------------------------------------------------------
2075 North Capitol Avenue
San Jose, California 95132
(Address of principal executive offices)
PMC-SIERRA, INC.
1994 INCENTIVE STOCK PLAN
(Full title of the plan)
James V. Diller
Chairman of the Board of Directors and Chief Executive Officer
Sierra Semiconductor Corporation
2075 North Capitol Avenue
San Jose, California 95132
(408) 263-9300
(Name, address and telephone number of agent for service)
Copy to:
Neil J. Wolff
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
<PAGE>
On January 31, 1995, Registrant filed a Registration Statement on Form
S-8 covering an aggregate of 176,719 shares of its Common Stock pursuant to the
Registrant's 1994 Incentive Stock Plan (the "1994 Plan") (Registration No.
33-88992). 160,125 shares have been issued, no shares are subject to options
issued, pursuant to the 1994 Plan. The offering under the 1994 Plan has
terminated, and the Registrant hereby withdraws from registration 16,594 shares
of its Common Stock.
<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
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 Jose, State of California, on this 30th day of
September 1996.
SIERRA SEMICONDUCTOR CORPORATION
` By:JAMES V. DILLER
---------------------------------
James V. Diller, Chairman of the
Board of Directors and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, James
V. Diller and Glenn C. Jones his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all 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 substitute or
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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
JAMES V. DILLER Chairman of the Board of Directors September 30, 1996
- ------------------ and Chief Executive Officer (principal
(James V. Diller) executive officer)
GLENN C. JONES Senior Vice President of Finance and September 30, 1996
- ------------------ Chief Financial Officer (principal
(Glenn C. Jones financial and accounting officer)
ALEXANDRE BALKANSKI Director September 30, 1996
- ------------------
(Alexandre Balkanski)
MICHAEL L. DIONNE Director September 30, 1996
- ------------------
(Michael L. Dionne)
Director
- ------------------
(Richard J. Koeltl )
FRANK J. MARSHALL Director September 30, 1996
- ------------------
(Frank J. Marshall)
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement Post-Effective Ammendment No. 1 (Form S-8) pertaining to the
PMC-Sierra, Inc. 1994 Incentive Stock Plan of our report dated January 17, 1996,
with respect to the consolidated financial statements and schedule of Sierra
Semiconductor Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
/S/ ERNST & YOUNG LLP
San Jose, California
September 30, 1996
