As filed with the Securities and Exchange Commission on October 3, 1996
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SIERRA SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
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California 94-2925073
(State of Incorporation) (I.R.S. Employer Identification No.)
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2075 North Capitol Avenue
San Jose, California 95132
(Address of principal executive offices)
PMC-SIERRA, INC. (Portland)
1996 STOCK OPTION 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
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CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered Price Per Offering Fee
Share(1) Price(1)
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Common Stock.... 450,000 shs $12.25 $5,512,500 $1,900.86
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(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee. Based on the average of the high and low prices of the
Common Stock on October 1, 1996, as reported on the Nasdaq National
Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information are incorporated by reference as
filed with the Securities and Exchange Commission:
(a) The Company's 1995 Annual Report to Shareholders.
(b) The Company's Form 10-K Annual Report for the fiscal year
ended December 31, 1995, as amended.
(c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1 (Number
33-39406).
(d) The Company's Form 10-Q Quarterly Reports for the quarters
ended March 31, 1996 and June 30, 1996.
(e) The Company's Form 8-K filed August 30, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article V of the Company's Articles
of Incorporation and Article VI of the Company's Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California Corporations Code. In addition, the
Company has entered into indemnification agreements with its officers and
directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The exhibits to this registration statement are listed in the Exhibit
Index located after the signature pages.
Item 9. 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 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933 (the "Securities
Act"), 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
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Registrant pursuant to the California General Corporations Code, the Articles
of Incorporation or the Bylaws of Registrant, Indemnification Agreements entered
into between Registrant and its officers and directors, or otherwise, 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 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
hereunder, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
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.
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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
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(Alexandre Balkanski)
MICHAEL L. DIONNE Director September 30, 1996
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(Michael L. Dionne)
FRANK J. MARSHALL Director September 30, 1996
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(Frank J. Marshall)
Director
- ------------------
(Richard J. Koeltl )
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
5.1 Opinion of Wilson Sonsini Goodrich &
Rosati, Professional Corporation........................
23.1 Consent of Ernst & Young LLP, Independent Auditors......
24.2 Consent of Counsel (Contained in Exhibit 5.1
above)..................................................
25.1 Power of Attorney (see page II-3).......................
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Exhibit 5.1
September 30, 1996
Sierra Semiconductor Corporation
2075 North Capitol Avenue
San Jose, California 95132
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about October 2, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 450,000 shares of your Common Stock (the
"Shares"), to be issued pursuant to the PMC-Sierra, Inc. (Portland) 1996 Stock
Option Plan (the "PMC Portland Plan"). As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the PMC Portland Plan.
It is our opinion that, when shares of Sierra Semiconductor Corporation
("Sierra") are issued and sold pursuant to options granted in the manner
described in the PMC Portland Plan and pursuant to the agreements which
accompany each grant under the PMC Portland Plan, the Shares will be legally and
validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/S/ WILSON, SONSINI, GOODRICH & ROSATI
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the PMC-Sierra, Inc. (Portland) 1996 Stock Option Plan
of our report dated January 17, 199, 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
