As filed with the Securities and Exchange Commission on November 5, 1996
Registration No. 33-
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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SIERRA SEMICONDUCTOR CORPORATION
(Exact name of Registrant as specified in its charter)
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California 94-2925073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2222 Qume Drive
San Jose, CA 95131
(408) 434-9300
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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JAMES V. DILLER
Chief Executive Officer and Chairman of the
Board of Directors
Sierra Semiconductor Corporation
2222 Qume Drive
San Jose, CA 95131
(408) 434-9300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------------
Copy to:
NEIL WOLFF
Wilson, Sonsini, Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304
(415) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, please 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
================================================================================
Title of Each Class Amount Proposed Proposed Amount of
of Securities to to be Maximum Maximum Registration
be Registered Registered Offering Aggregate Fee
Price Offering
Per Share(1) Price
================================================================================
Common Stock 804,407 shares $12.3125 $9,904,261.19 $3,001.29
================================================================================
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The average of the high and low prices
reported on the Nasdaq Stock Market was $12.3125 on October 30, 1996.
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 which 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.
================================================================================
<PAGE>
PROSPECTUS
804,407 SHARES
SIERRA SEMICONDUCTOR CORPORATION
COMMON STOCK
This Prospectus relates to an aggregate of 804,407 shares (the
"Shares") of Common Stock, no par value per share ("Common Stock"), of Sierra
Semiconductor Corporation (the "Company"), which may be resold by Bipolar
Integrated Technology, Inc. ("BIT") to the public, distributed by BIT to the
persons named herein (the "Selling Shareholders") or resold by the Selling
Shareholders (collectively the "Offering"). Pursuant to an Asset Purchase
Agreement dated August 16, 1996 among the Company, BIT, PMC-Sierra, Inc.
(Portland) and certain Shareholders of BIT, the Shares were issued to BIT on
September 3, 1996 as consideration for the acquisition of certain assets of BIT
by PMC-Sierra, Inc. (Portland). Such issuance was pursuant to an exemption from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"). The Shares are being registered under the Securities Act in
order to permit the public sale or other distribution of the Shares.
The Shares may be distributed by BIT to the Selling Shareholders from
time to time, and sold or distributed from time to time by or for the account of
BIT or the Selling Shareholders through underwriters or dealers, through brokers
or other agents, or directly to one or more purchasers, at market prices
prevailing at the time of sale or at prices otherwise negotiated. The Company
will receive no portion of the proceeds from the sale of the Shares offered
hereby and will bear certain expenses incident to their registration. See
"Selling Shareholders" and "Plan of Distribution."
---------------------------
The Common Stock of the Company is traded on the Nasdaq National Market
("Nasdaq") under the symbol "SERA." On November 1, 1996, the last reported sales
price for the Common Stock as reported by Nasdaq was $13.25 per share.
---------------------------
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH
UNDER THE CAPTION "RISK FACTORS" LOCATED ON PAGE 3 OF THIS PROSPECTUS.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------
The date of this Prospectus is ________, 1996
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, BIT OR THE
SELLING SHAREHOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and, in accordance therewith, files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy and
information statements and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549; and at
the Commission's regional offices located at Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven World Trade Center, New York, New
York 10048. Copies of such material can also be obtained from the Commission at
prescribed rates through its Public Reference Section at 450 Fifth Street, NW,
Washington, D.C. 20549. The SEC also maintains a site on the World Wide Web at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
The Common Stock is traded on the Nasdaq National Market. Information filed by
the Company with Nasdaq may be inspected at the offices of Nasdaq at 1735 K
Street, NW, Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of Nasdaq referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995; (ii) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1995, specifically
including the Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996, the Company's Current Report on Form 8-K dated
August 30, 1996, and the Company's Registration Statement on Form S-8 dated
October 3, 1996; (iii) the description of the Company's Common Stock set forth
in the Company's Registration Statement on Form S-1 (No. 33-39406), dated April
23, 1991; (iv) all reports, definitive proxy statement and other documents filed
by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the Offering.
Any statement contained in a document or information incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is, or is
deemed to be, incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO INVESTOR RELATIONS, SIERRA SEMICONDUCTOR CORPORATION, 2222 QUME
DRIVE, SAN JOSE, CALIFORNIA 95131. THE COMPANY'S TELEPHONE NUMBER AT THAT
LOCATION IS (408) 434-9300.
<PAGE>
THE COMPANY
The Company was incorporated in the State of California in November
1983 and commenced business in January 1984. The Company's principal executive
office is located at 2222 Qume Drive, San Jose, California 95131. The Company's
Common Stock trades on the Nasdaq National Market under the symbol SERA.
References to the "Company" or "Sierra" mean Sierra Semiconductor Corporation
and its subsidiaries and predecessor entities.
The Company designs, develops, markets and supports high-performance
semiconductor system solutions for advanced communications markets. The
Company's products are used in broadband communications infrastructures, high
bandwidth networks and multimedia personal computers. The Company is a leading
supplier of ATM, T1/E1, DS3/E3 and SONET/SDH integrated circuits in the
communications infrastructure and networking markets, and supplies highly
integrated data and voice communications semiconductor products to personal
computer original equipment manufacturers ("PC OEMs"). On August 28, 1996 the
Company announced its decision to exit the personal computer modem chipset
business and to put the modem chipset product line up for sale. This action,
which included the restructuring of the Company's non-networking operations,
resulted in a one-time charge to earnings in the quarter ending September 30,
1996, of approximately $72 million. The amount of the third fiscal quarter
one-time charge was publicly announced on October 17, 1996 as part of Sierra's
third quarter earnings release.
Risk Factors
THE COMPANY'S BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ARE SUBJECT TO A NUMBER OF RISKS, SOME OF WHICH ARE DESCRIBED BELOW. THE COMPANY
AND PMC-SIERRA, INC. EACH FACE SIMILAR FACTORS WHICH MAY AFFECT THEIR RESPECTIVE
PERFORMANCE, AND ACCORDINGLY CERTAIN RISK FACTORS BELOW WHICH REFER TO THE
COMPANY AND ITS OPERATIONS SHOULD ALSO BE VIEWED AS RISK FACTORS REFERRING
SEPARATELY TO PMC-SIERRA, INC. AND ITS OPERATIONS.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements and information in this Registration Statement
constitute "forward-looking statements" within the meaning of the federal
securities laws. Such forward-looking statements involve risks and uncertainties
which may cause the actual results, performance, or achievements of the Company
to be materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements include projections of gross margin, projections of growth of the
broadband communications market, projections of the results of the Company's
exit from the modem chip market, projections of the continued supply of
semiconductors to the Company by outside foundries and by assembly houses,
projections of the Company's export sales, and projections of future
expenditures on research and development and marketing, general and
administrative activities. Actual results could differ from those projected in
any forward-looking statements for the reasons detailed below.
FLUCTUATIONS IN OPERATING RESULTS
The Company's quarterly and annual operating results may vary due to a
number of factors, including, among others, the timing of new product
introductions, decreased demand or average selling prices for products, market
acceptance of products, demand for products of the Company's customers, the
introduction of products or technologies by the Company's competitors,
competitive pressure on product pricing, the Company's and its customers'
inventory levels of the Company's products (particularly discontinued modem
products), product availability from outside foundries, variations in
manufacturing yields for the company's products, expenditures for new product
and process development, the acquisition of wafer fabrication and other
manufacturing capacity, and the acquisition of businesses, products or
technologies. At various times in the past, the Company's foundry and other
suppliers have experienced lower than anticipated yields that have adversely
affected production and, consequently, the Company's operating results. There
can be no assurance that the Company's existing or future foundry and other
suppliers will not experience irregularities which could have a material adverse
effect on the Company's operating results. The Company from time to time may
order in advance of anticipated customer demand from its suppliers in response
to anticipated long lead times to obtain inventory and materials, which might
result in excess inventory levels if expected orders fail to materialize or
other factors render the Company's product or its customer's products less
marketable. The Company has limited ability to forecast its unit volumes of
discontinued modem chipset sales or the prices at which these sales will occur,
particularly in light of recent announcements by competitors of modems operating
at speeds of up to 56 kbps. The Company's visibility on sales of networking
chipsets is limited due to customer uncertainty regarding future demand for
end-user networking products and price competition in the market for ATM
chipsets. Any delay or cancellation of existing orders, or any decline in
projected future orders, by the Company's customers could have a material
adverse effect on the Company's operating results. Margins will vary depending
on product mix as described above. The Company's operating results also are
affected by the state and direction of the electronics industry and the economy
in the United States and other markets the Company serves. The Company's
operating results could also be adversely affected if restructuring reserves are
insufficient for the costs of liquidating inventory, retaining employees and
discontinuing operations. The occurrence of any of the foregoing or other
factors could have a material adverse effect on the Company's operating results.
Due to these factors, past results may not be indicative of future results.
TECHNOLOGICAL CHANGE
The markets for the Company's products are characterized by evolving
industry standards and rapid technological change and product obsolescence.
Technological change may be particularly pronounced in the developing markets
for communications semiconductor devices used in high-speed networks. The
Company's future success will be highly dependent upon the timely completion and
introduction of new products at competitive price and performance levels. The
success of new products depends on a number of factors, including proper
definition of such products, successful and timely completion of product
development and introduction to market, correct judgment with respect to product
demand, market acceptance of the Company's and its customers' products,
fabrication yields by the Company's independent foundries and the continued
ability of the Company to offer innovative new products at competitive prices.
Many of these factors are outside the control of the Company. There can be no
assurance that the Company will be able to identify new product opportunities
successfully, develop and bring to market new products, achieve design wins or
be able to respond effectively to new technological changes or product
announcements by others. A failure in any of these areas would materially and
adversely affect the Company's operating results.
The Company's current strategy is focused on high-speed networking
interface chips. Products for telecommunications and data communications
applications are based on industry standards that are continually evolving.
Future transitions in customer preferences could quickly obsolete Sierra
products. The Company is developing products for the Asynchronous Transfer Mode
("ATM") telecommunications and networking market, which is in an early stage of
development. The emergence and adoption of new industry standards that compete
with ATM or maintenance by the industry of existing standards in lieu of new
standards could render the Company's ATM products unmarketable or obsolete. The
market for ATM equipment has not developed as rapidly as industry observers have
predicted, and alternative networking technologies such as "fast Ethernet" have
developed to meet consumer requirements. A substantial portion of the Company's
development efforts are focused on ATM and related products. A material portion
of the Company's revenues and a substantial portion of the Company's profits are
derived from sales of ATM, T1/E1, DS3/E3 and SONET/SDH based products. There can
be no assurance that a significant market for the Company's products will emerge
or, if it does emerge, that the Company will be able to develop and market these
or other networking products in a timely and commercially viable manner. The
adoption or maintenance by the industry of high speed transmission standards
other than those which the Company currently addresses, or the inability of the
Company to develop and market its networking-related products, would have a
material adverse effect on the Company's operating results.
Many of the Company's products under development are complex
semiconductor devices that require extensive design and testing before
prototypes can be manufactured. The integration of a number of functions in a
single chip or in a chipset requires the use of advanced semiconductor
manufacturing techniques. This can result in chip redesigns if the initial
design does not permit acceptable manufacturing yields. The Company's
telecommunications products are designed for customers who in many instances
have not yet fully defined their hardware products. Design delays or redesigns
by these customers could in turn delay completion or require redesign of the
semiconductor devices needed for the final hardware product. In this regard,
many of the relevant standards and protocols for products based on high speed
networking technologies have not been widely adopted or ratified by the relevant
standard-setting bodies. Redesigns or design delays often are required for both
the hardware manufacturer's products and the Company's chipsets as industry and
customer standards, protocols or design specifications are determined. Any
resulting delay in the production of the Company's products could have a
material adverse effect on the Company's operating results.
The Company acquired in-process research and development relating to
ethernet switching technology from Bit, Incorporated. The Company will be
required to expend significant resources completing products based on this
technology. The Company cannot assure that these products will be completed in a
timely manner or at all, or that if completed these products will be
commercially adopted.
COMPETITION
The semiconductor industry is intensely competitive and is
characterized by rapid technological change and by price erosion. The industry
consists of major domestic and international semiconductor companies, many of
which have substantially greater financial and other resources than the Company.
Emerging companies also provide significant competition in this segment of the
semiconductor market. The Company believes that its ability to compete
successfully in this market depends on a number of factors, including, among
others, the price, quality and performance of the Company's and its competitors'
products, the timing and success of new product introductions by the Company,
its customers and its competitors, the emergence of new standards, the
development of technical innovations, the ability to obtain adequate
manufacturing capacity and sources of raw materials, the efficiency of
production, the rate at which the Company's customers design the Company's
products into their products, the number and nature of the Company's competitors
in a given market, the assertion of the Company's and its competitors'
intellectual property rights and general market and economic conditions.
The Company produces semiconductor devices for advanced
telecommunications and networking applications. The Company's competitors in
this market include, among others, Texas Instruments, Level One, Lucent
Technologies, Dallas Semiconductor and Transwitch. The number of competitors in
this market and the technology platforms on which their products will compete
may change in the future. To date there have been several competing technologies
in the telecommunications and networking markets and a standard has not yet
emerged. The Company's success will depend on the successful development of a
market for its customers' products. It is likely that over the next few years
additional competitors will enter the market with new products. These new
competitors may have substantially greater financial and other resources than
the Company. Competition among manufacturers of semiconductors like the
Company's products typically occurs at the design stage, where the customer
evaluates alternative design approaches that require integrated circuits.
Because of shortened product life cycles and even shorter design-in cycles, the
Company's competitors have increasingly frequent opportunities to achieve design
wins in next generation systems. Any success by the Company's competitors
supplanting the Company's products would have a material adverse effect on the
Company's operating results.
ACCESS TO WAFER FABRICATION AND OTHER MANUFACTURING CAPACITY
The Company does not own or operate a wafer fabrication facility, and
all of its semiconductor device requirements are supplied by outside foundries.
Substantially all of the Company's semiconductor products are currently
manufactured by third party foundry suppliers. The Company's foundry suppliers
fabricate products for other companies and produce products of their own design.
The Company's reliance on independent foundries involves a number of risks,
including the absence of adequate capacity, the unavailability of or
interruptions in access to certain process technologies and reduced control over
delivery schedules, manufacturing yields and costs. In the event that these
foundries are unable or unwilling to continue to manufacture the Company's
products in required volumes, the Company will have to identify and qualify
acceptable additional or alternative foundries. This qualification process could
take six months or longer. No assurance can be given that any such source would
become available to the Company or that any such source would be in a position
to satisfy the Company's production requirements in a timely basis, if at all.
Any significant interruption in the supply of semiconductors to the Company
would result in the allocation of products to customers, which in turn could
have a material adverse effect on the Company's operating results.
All of the Company's semiconductor products are assembled by
sub-assemblers in Asia. Shortages of raw materials or disruptions in the
provision of services by the Company's assembly houses or other circumstances
that would require the Company to seek additional or alternative sources of
supply or assembly could lead to supply constraints or delays in the delivery of
the Company's products. Such constraints or delays may result in the loss of
customers or other adverse effects on the Company's operating results. The
Company's reliance on independent assembly houses involves a number of other
risks, including reduced control over delivery schedules, quality assurances and
costs and the possible discontinuance of such contractors' assembly processes.
Any supply or other problems resulting from such risks would have a material
adverse effect on the Company's operating results.
CUSTOMER CONCENTRATION
The Company has no long-term volume purchase commitments from any of
its major customers. In 1993, 1994, and 1995 Apple Computer, Inc. represented
more than 10% of the revenues of the Company. For the first nine months of 1996,
a modem board assembler represented approximately 10% of the revenues of the
Company. The reduction, delay or cancellation of orders from one or more
significant customers could materially and adversely affect the Company's
operating results. Due to the relatively short product life cycles in the
telecommunications and data communications markets, the Company's operating
results would be materially and adversely affected if one or more of its
significant customers were to select devices manufactured by one of the
Company's competitors for inclusion in future product generations. There can be
no assurance that the Company's current customers will continue to place orders
with the Company, that orders by existing customers will continue at the levels
of previous periods or that the Company will be able to obtain orders from new
customers. Loss of one or more of the Company's current customers or a
disruption in the Company's sales and distribution channels could materially and
adversely affect the Company's operating results.
INTERNATIONAL OPERATIONS
During fiscal years 1993, 1994 and 1995 and the first nine months of
fiscal 1996, international sales accounted for approximately 32%, 38%, 39% and
56% of the Company's net revenues, respectively. The Company expects that
international sales will continue to represent a significant portion of its net
revenues for the foreseeable future. PMC's operations, which are primarily in
Canada, are expected to represent a larger percentage of the Company's overall
operations. In addition, substantially all of the Company's products are
manufactured, assembled and tested by independent third parties in Asia. Due to
its reliance on international sales and foreign third-party manufacturing,
assembly and testing operations, the Company is subject to the risks of
conducting business outside of the United States. These risks include unexpected
changes in, or impositions of, legislative or regulatory requirements and policy
changes affecting the telecommunications and data communications markets, delays
resulting from difficulty in obtaining export licenses for certain technology,
tariffs quotas, exchange rates and other trade barriers and restrictions, longer
payment cycles, greater difficulty in accounts receivable collection,
potentially adverse taxes, the burdens of complying with a variety of foreign
laws and other factors beyond the Company's control. The Company is also subject
to general geopolitical risks in connection with its international operations,
such as political, social and economic instability, potential hostilities and
changes in diplomatic and trade relationships. Sales in Europe are generally
denominated in local currencies, while sales in the rest of the world are
generally denominated in U.S. dollars. As a result, the Company is subject to
the risks of currency fluctuations. There can be no assurance that one or more
of the foregoing factors will not have a material adverse effect on the
Company's operating results.
FUTURE CAPITAL NEEDS
The Company must continue to make significant investments in research
and development as well as capital equipment and expansion of facilities for
networking products. The Company's future capital requirements will depend on
many factors, including, among others, product development, the Company's
ability to sell existing modem chipset inventories, investments in working
capital, and acquisitions or complementary businesses, products or technologies.
To the extent that existing resources and future earnings are insufficient to
fund the Company's operations, the Company may need to raise additional funds
through public or private debt or equity financings. If additional funds are
raised through the issuance of equity securities, the percentage ownership of
current shareholders will be reduced and such equity securities may have rights,
preferences or privileges senior to those of the holders of the Company's Common
Stock. No assurance can be given that additional financing will be available or
that, if available, it can be obtained on terms favorable to the Company and its
shareholders. If adequate funds are not available, the Company may be required
to delay, limit or eliminate some or all of its proposed operations.
DEPENDENCE ON KEY PERSONNEL
The Company's success depends to a significant extent upon the
continued services of its key technical personnel, particularly those highly
skilled at the design and test functions involved in the development of high
speed networking products and related software. The competition for such
employees is intense. As a result of the Company's decision to exit the modem
business, certain key administrative and engineering personnel may terminate
their employment by the Company. The Company cannot assure that the retention
incentives which the Company has put in place will be sufficient to retain these
individuals. The loss of the services of one or more of these key personnel, and
any difficulties the Company may experience in hiring qualified replacements,
would materially and adversely affect the Company's operating results.
PATENTS AND PROPRIETARY RIGHTS
The Company's ability to compete is affected by its ability to protect
its proprietary information. The Company relies on a combination of patents,
trademarks, copyrights, trade secret laws, confidentiality procedures and
licensing arrangements to protect its intellectual property rights. There can be
no assurance that patents will issue from any of the Company's pending
applications or that any claims allowed will be of sufficient scope or strength,
or be issued in all countries where the Company's products can be sold, to
provide meaningful protection or any commercial advantage to the Company. In
addition, competitors of the Company may be able to design around the Company's
patents. The laws of certain foreign countries in which the Company's products
are or may be developed, manufactured or sold, including various countries in
which the Company's products are or may be developed, manufactured or sold,
including various countries in Asia, may not protect the Company's products or
intellectual property rights to the same extent as do the laws of the United
States and thus make the possibility of piracy of the Company's technology and
products more likely. There can be no assurance that the steps taken by the
Company to protect its proprietary information will be adequate to prevent
misappropriation of its technology or that the Company's competitors will not
independently develop technologies that are substantially equivalent or superior
to the Company's technology.
The semiconductor industry is characterized by vigorous protection and
pursuit of intellectual property rights or positions, which have resulted in
significant and often protracted and expensive litigation. The Company or its
customers or foundries have in the past, and may from time to time in the
future, be notified of claims that the Company may be infringing patents or
other intellectual property rights owned by third parties. If it is necessary
or desirable, the Company may seek licenses under patents or intellectual
property rights. There can be no assurance that licenses will be available or
that the terms of any offered license will be acceptable to the Company. The
failure to obtain a license from a third party for technology used by the
Company could cause the Company to incur substantial liabilities and to suspend
the manufacture of products or the use by the Company's foundry suppliers
requiring the technology. In the past, the Company's customers have been
required to obtain licenses from and pay royalties to third parties for the sale
of systems incorporating the Company's semiconductor devices. If this occurs in
the future, the customers' businesses may be materially and adversely affected,
which in turn would have a material adverse effect on the Company's operating
results. Furthermore, the Company may initiate claims or litigation against
third parties for infringement of the Company's proprietary rights or to
establish the validity of the Company's proprietary rights. Litigation by or
against the Company could result in significant expense to the Company and
divert the efforts of the Company's technical and management personnel, whether
or not such litigation results in a favorable determination for the Company. In
the event of an adverse result in any such litigation, the Company could be
required to pay substantial damages, cease the manufacture, use and sale of
infringing products, spend significant resources to develop non-infringing
technology, discontinue the use of certain processes or obtain licenses to the
infringing technology. There can be no assurance that the Company would be
successful in such development or that such licenses would be available on
reasonable terms, or at all, and any such development or license could require
expenditures by the Company of substantial time and other resources. Patent
disputes in the semiconductor industry have often been settled through
cross-licensing arrangements. Because the Company currently does not have a
substantial portfolio of patents, the Company may not be able to settle an
alleged patent infringement claim through a cross-licensing arrangement. Any
successful third party claim against the Company or its customers for patent or
intellectual property infringement, would have a material adverse effect on the
Company's operating results.
ACQUISITIONS
The Company's strategy may involve, in part, acquisitions of products,
technologies or businesses from third parties. Identifying and negotiating these
acquisitions may divert substantial management time away from the Company's
operations. An acquisition could absorb substantial cash resources, could
require the Company to incur or assume debt obligations, or could involve the
issuance of additional equity securities of the Company. The issuance of
additional equity securities could dilute, and could represent an interest
senior to the rights of, then outstanding common stock. An acquisition which is
accounted for as a purchase, like the acquisition of PMC in 1994 and the
acquisition of certain assets of Bit in September 1996, could involve
significant one-time write-offs, and could involve the amortization of goodwill
and other intangible assets over a number of years, which would adversely affect
earnings in those years. Any acquisition will require attention from the
Company's management to integrate the acquired entity into the Company's
operations, may require the Company to develop expertise outside its existing
businesses and may result in departures of management of the acquired entity. An
acquired entity may have unknown liabilities, and its business may not achieve
the results anticipated at the time of the acquisition.
VOLATILITY OF STOCK PRICE
Factors such as announcements of the introduction of new products by
the Company or its competitors, quarterly fluctuations in the Company's
financial results or the financial results of other semiconductor companies or
of companies in the personal computer industry, general conditions in the
semiconductor industry and conditions in the financial markets have in the past
caused the price of the Common Stock to fluctuate substantially, and may do so
in the future. In addition, the stock market has recently experienced price and
volume fluctuations, which have particularly affected the market prices for many
high technology companies and which have often been unrelated to the operating
performance of the specific companies.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
but will pay all expenses related to the registration of the Shares. See "Plan
of Distribution."
SELLING SHAREHOLDERS
The Shares of the Common Stock of the Company are to be offered for
the account of BIT and the Selling Shareholders. Prior to the offering BIT may
hold up to all the Shares of Common Stock, and may offer and sell all the Shares
pursuant to this Prospectus. The following table sets forth the name of each
Selling Shareholder, the aggregate maximum number of shares of Common Stock each
Selling Shareholder may be entitled to out of the Shares and the aggregate
number of shares of Common Stock registered hereby that each Selling Shareholder
may offer and sell pursuant to this Prospectus. All of the Shares offered are
issued and outstanding as of the date of this Prospectus. Because BIT and the
Selling Shareholders may sell all or a portion of the Shares at any time and
from time to time after the date hereof, no estimate can be made of the number
of shares of Common Stock that each Selling Shareholder may retain upon
completion of the Offering. To the knowledge of the Company, none of the Selling
Shareholders has any material relationship with the Company except as set forth
in the footnotes to the following table. <PAGE>
<TABLE>
<CAPTION>
Shares Entitled Shares to be
to Prior to Offered for the
Selling Shareholder the Offering Selling Shareholder
<S> <C>
1215 ASSOCIATES 140
ABBATE, ANTHONY M. and ALLIE J. JT TEN 280
AENEAS VENTURE GROUP 73,744
AGRON, RUTH and GARY JT TEN 140
AKERS, WILLIAM B 280
ALCORN, WILLIAM C/O WOOD STRUCTURES, INC 140
ALRUMAIH, ABDULRAHMAN N 280
AMSOUTH BANK NA TTEE, NORWOOD CLINIC INC PC MONEY PURCHASE PENSION TRUST FBO R. CARRAWAY 140
ANDERSON, LARRY 140
ANDREWS, MILBREY W 140
ARATA, MARGIT W 280
ARBITTER, ARNOLD I. C/O S.J. BERARDINO 140
AYANIAN, ZAVEN S. MR 140
B&G TRADERS INC PROFIT SHARING PLAN & TRUST 002 FBO GARY GOLDSTEIN 140
BAIRD, DAVIS 140
BANCBOSTON VENTURES 38,954
BANCORP HAWAII SBIC #303 403
BATTERTON, THOMAS H 280
BEAR STEARNS, INC. FBO M. SCOTT ATHANS IRA: ACCT #215-01212 140
BEAUMONT, PETER W 280
BENNER, WILLIAM B. TTEE FBO WILLIAM B. BENNER TRUST 140
BERGER, GARY & REIKO 140
BHATI, BALVEER S. BHATI, SANTOSH JTWROS 280
BIBBY, DOUGLAS BIBBY, LORRAINE C. JTWROS 140
BILLINGS, RUTH MCCALDEN, THOMAS 140
BIT HOLDINGS, LTD ATTN: ELMER YUEN C/O ROBERT SOLOMON 314,412
BLAIR, ROBERT 280
BLOCK, MERRILL BLOCK, EILEEN JTWROS 561
BOGIN, RONALD J 140
BONANNO, PHILIP MDPC PENSION TRUST 140
BOTTINELLI, MARIAN J 140
BOWER, THOMAS K 140
BOYER, MARY A . 280
BRACKEEN, DANIEL L 140
BRADY, PAT FOY 280
BRAINERD, STEVE 1
BRAMAN, DANIEL H. JR 561
BRITTAIN, JANE A 140
BROOKER, JAMES 140
BROOKS FAMILY TRUST ATTN: REX & COLLEEN BROOKS C/O BROOKS TECHNICAL GROUP 3
BROWN, DONALD 140
BROWN, JANE M 140
BROWN, MARTIN S 140
BROWN, MORTON E 140
BROWNING, STEPHEN 140
BRUEMMER, BRYAN TTEE BRYAN BRUEMMER TRUST 140
BRYAN, JACK L 140
BUFFUM, BETTY UPHAM 140
BURDICK, ALLAN L 140
BURKE, JOSEPH A 140
BUSCH, SUZANNE TEROLLER TTEE SUZANNE TEROLLER BUSCH TRUST 140
CALL, NEIL J 140
CAMPBELL, LINDA FRYE FRYE, NELLIE GARRETT JTWROS 140
CAREY, WILLIAM J 140
CARSON, ELIZABETH E. TTEE FBO ELIZABETH E CARSON TRUST 140
CARTER, ALBERT M 140
CASTELLANI, MARIE E 140
CB CAPITAL INVESTORS, INC. ATTN: EDWARD L. KOCH III PRESIDENT 784
CECKLER, WILLIAM H. CECKLER, MARY E. JT TEN 140
CEDENO, ANSBERTO (BERT) 1
CHAPIN, ROSS K 11
CLARK, JACK L.CLARK, JUDITH COMM PROP 140
CLEARWATER VENTURES LP 183
CLINE, ANITA DAVIES 140
COBLE, G. WILLIAM 140
CONN, J.D. C/O BEACON CADILLAC 140
CONNOR, THOMAS K 140
COOPER, BARRY R 280
CORRINGTON, RICHARD 140
COSGROVE, ROBERT C. TTEE ROBERT C COSGROVE TRUST 561
COSTELLO, ROBERT DR 140
COSTENBADER, VIRGINIA 280
COUSIN, WINNIE CUST FBO JEFFREY N. COUSIN 140
COUSIN, WINNIE CUST FBO JENNIFER A. COUSIN 140
COUTTS, CARLYLE B 140
COWAN, BARBARA 140
COWEN & COMPANY ATTN: MICHAEL DORSEY 53
COYLE, ALFRED J 37
CRAWFORD, SAMUEL J. CRAWFORD, PATTI J. JTWROS 140
CYRIAC, IGNATIUS CYRIAC, BABYCENT I. JTWROS 140
DE EUROPA, MODELISTA SA ETUDE DEMMESMUDRY ET IGLEHART 4 RUE CHARLES BONNET 280
DECKER, MARGARET M.DICKINS, MARGARET E. JTWROS 561
DEVOR, DANIEL DEVOR, NINA M. JTWROS 140
DFC VENTURES, LTD. ATTN: CHRIS ELLISON GENERAL PARTNER 1,411
DIAZ, REINALDO 117
DINEGAR, THOMAS 140
DOPERAK, GEORGE M 140
DOWN EAST ORTHOPEDIC ASSOCIATE 280
DOZZI, DOMENIC P 140
DOZZI, PETER C 280
EDWARD RUFF & ASSOCIATES EMPLOYEE PROFIT SHARING PLAN AND TRUST 561
EDWARDS, R. DEAN 140
EICHEL, NORMAN 140
EISING, PETER W 87
ENRIGHT, PATRICK 22
ERVIN WEIL FAMILY TRUST ATTN: DAVID WEIL 2,901
EWING, ANDREW JR EWING, JOANNE B. JT TEN 140
FARMCO FARMERS & MERCHANTS TRUST CO. OF LONG BEACH TRUST #36-55-8 140
FLY, WILLIAM S 140
FOLLMAN, ROBERT FOLLMAN, CAROLE JT TEN 421
FOOTE, LAWRENCE R. FOOTE, ROSEMARY G. JTWROS 140
FRANTZ, PAUL T 280
FRANTZ, THECLA S 140
FUCHS, PAUL H 1
FUTRELL, J. WILLIAM 140
GAJENDRAGADKAR, S. DR. MDPC BRADLEY CLINIC 280
GARDNER, JOHN O.GARDNER, PENNY A. JTWROS 140
GATON, LEO S 280
GEARY, HELEN S. TTEE UNDER DECLARATION OF TRUST 11/14/88 140
GELLER, ROBERT C 140
GERDAU, CARLSON 140
GERRIE, ROBERT 280
GIBSON, SALLY 140
GILCHRIST, WILLIAM TRUSTEE FOR JUDY SCHLOTZHAUER 5
GILCHRIST, WILLIAM TRUSTEE FOR KATHRYN SCHLOTZHAUER 5
GILES, KENNETH E 49
GLOVER INVESTMENTS LTD 23 SAN MARTIN STREET MAGALLANES VILLAGE 2,804
GOLDSCHLAGER, ARNOLD W 140
GOSCHA, GARY E 280
GRAPHIC ARTS PUBLISHING INC 140
GROBE, RUTH H 280
GUERRA, GASTON G.SURGICAL PRACTICE PROFIT SHARING PLAN 280
GULLACE, RALPH 140
HALL CAPITAL MANAGEMENT ATTN: RONALD HALL 19,746
HAMMAD, SAMY & SAWSON 140
HARRIS, EDMUND J. HARRIS, MARILYN C 140
HARRIS, SARA GRAYSON 140
HAVANEK, JOSEPH 561
HAY, ROBERT F 140
HAYDEN, KENNETH 140
HAYNES, HARLEY ANDERSON 140
HEMER, RICHARD E 140
HERSH, CARL TTE MARION HERSH REVOCABLE TRUST DTD 4-29-85 140
HIGHNESS, JOEL HIGHNESS, NANCY JT TEN 140
HODGSON, RICHARD 7,759
HOFFMAN, CLIVE & CAROL TTEES CLIVE HOFFMAN ASSOCIATES PROFIT SHARING RETIREMENT PLAN 140
HOLLIS, PHILIP D 140
HOOVER, KATHRYN 140
HSIANG, SHI-LING C 140
HUBBARD, STEVEN S 27,017
HUDSON, A. RAY M.D 140
HUGHES, PAUL A 140
HUGHES, WILLIAM C 140
INTERNATIONAL STRATEGIC ALLIANCE ATTN: GEORGE KOO 70
INTERVEN PARTNERS 1987 ATTN: JONATHAN E. FUNK 368
INTERVEN PARTNERS II LP ATTN: WAYNE KINGSLEY CHAIRMAN 73,821
ISLAND PARTNERS C/O GEORGE TEXTOR 38
JACOBS, JOHN III 280
JAQUES, S. CARLENE 140
JOHNSON, HOWARD B 51
JOHNSON, S. ALLAN 280
JONES, CONLEY ROY 280
JONES, WHITNEY M 140
JORDAN, GARY JORDAN, ANNETTE 561
JOSEPH KIRK DAVENPORT (INC) RETIREMENT TRUST 140
JOY, WILLIAM 4
JUSTICE, SUSAN H 140
KAKOS, GERARD S 561
KANDATHIL, VALSAMMA TERESA 140
KANE, ALAN KANE, MARY JT TEN 561
KAPLAN, JANET S 140
KEE, DR. HERBERT L. KEE, VIRGINIA M 140
KELEKAR, DILIP MD TTEE FBO DILIP R. KELEKAR RETIREMENT TRUST 140
KIDDER PEABODY AND COMPANY ATTN: KEN KANAPAN 13
KINGSLEY, WAYNE 7,653
KLEINER, EUGENE 37
KOBBE, JOHN 4,842
KOLBE INC. PROFIT SHARING PLAN 140
KORNFELD, KENNETH H.KORNFELD, RONDA E. JTWROS 1,121
KURUVILLA, DR. M. P 140
LAESCH, JOHN 140
LANDBERG, BETTY 280
LANE, CECELIA B 140
LAWSING, JAMES F. III MD PA PROFIT SHARING PLAN UA DTD 6/21/84 140
LEHMAN, JOSEPHINE TTEE FOR WILLIAM LEHMAN RESIDUARY TRUST DTD 2/28/92 280
LEHMAN, WILLIAM L. JR 140
LICHT, HARLEY EXECUTIVE VP BROOKS TECHNICAL GROUP 1
LIN, XIN YING 544
LINCOFF, MILTON H. LINCOFF, MIRIAM L. JT TEN 140
LISSAUER, TED 140
LITTLEFIELD, THOM LITTLEFIELD AND SMITH ASSOC 1
LLOYD, PETRINA A 140
LOWE, JACK M. LOWE, MARJORIE A. JTWROS 140
M&L VENTURES ATTN MORT SADOWSKY 140
MACKINTOSH, J. HERBERT 140
MACON, GEORGE W. III 280
MADDEN, DAVID 44
MANER, DOUGLAS O 140
MANLEY, THERESA K. (DOZZI, THERESA K.) 140
MARDELLI, T. JOSEPH TTEE MONEY PURCHASE & PENSION TRUST FBO T JOSEPH MARDELLI 140
MARSH, ALBERT P.MARSH, ANGELA A. JT TEN 140
MAURICE, DEBORAH BUFFUM C/O ALEX C. HOROWITZ 140
MAXWELL, JAMES T. MD 140
MCGINN, JOHN M.D.PROFIT SHARING PLAN DATED 9/25/85 280
MCGURN, WILLIAM MCGURN, DARLENE 280
MCLARNEY, CHARLES PATRICK MCLARNEY, MARTINA J 140
MCNEE, JOHN C.MCNEE, DOROTHY M. JT TEN 140
MEMORIAL MEDICAL CENTER FOUNDATION ATTN: TIM JACKERT 140
MERHAUT, JAMES 2
METZE, JARRED R. METZE, BRENDA JTWROS 280
MICHAUD, JOSEPH E. MICHAUD, JONETTE 561
MIDLAND INC 280
MILLER, BRUCE 7,719
MILLER, DAVID C 280
MILLER, GORDON 217
MILLER, HARRIET C 280
MILLER, JOHN H. III 280
MILLER, RICHARD P 561
MILLS, JANICE M 1
MOORE, ALLEN III & ANNE TRUSTEES FBO ALLEN MOORE III TRUST DTD 7-27-87 280
MOORMAN, DALE & MILDRED 280
MORGAN, DONALD G 280
MORRIS, JANET M 7,719
MORTON, SCOTT M 1
MOSS, WILLIAM F 140
MUTRUX, PHILIPPE G 140
NASON, IRVING C. MD TTEE IRVING C NASON MD PENSION PLAN 140
NEAL, W. RONALD NEAL, MONA S. JT. TEN 140
NETTLES, CHARLES NETTLES, EMMA JTWROS 140
NIMEH, NADIM 140
NOLAN, DAVID AND NOLAN, CYNTHIA JTWROS 140
NORTHEAST VENTURES ATTN: W. BRIAN SATTERLEE 809
NUBER, CLARK & CO CONTRIBUTORY PROFIT SHARING PLAN AND TRUST FBO THOMAS J SEDLOCK 140
O'DONNELL & MASUR, L.P.ATTN: MARK MASUR 416
ONEIDA SURGICAL PC PENSIONPLAN TRUST DTD 6/15/73 FBO ROBERT E. PICKELS, JR. MD 140
OTTEMAN, MERLIN DR. NORTHERN COLO. SURGICAL ASSOC 140
PACIFIC VENTURE FINANCE ATTN: NATHALIE WESSLING 178
PAINEWEBBER FBO PAINEWEBBER DEVELOPMENT CORP. CARRIED INTEREST SHARING PLAN 360
PAINEWEBBER FBO PAINEWEBBER DEVELOPMENT CORP 1,158
PAINEWEBBER INC. FBO ANDREW, FRED W 140
PAINEWEBBER INC. FBO ASHTON, CHARLES F IRA 140
PAINEWEBBER INC. FBO BEARD, ESTHER ANN (IRA) 140
PAINEWEBBER INC. FBO BIBBY, DOUGLAS IRA 140
PAINEWEBBER INC. FBO BREWER, LESLIE IRA 140
PAINEWEBBER INC. FBO CAROL SHRIBER IRA 140
PAINEWEBBER INC. FBO CRONIN, TERRENCE DR. IRA 561
PAINEWEBBER INC. FBO CROSSLAND, MERLE F IRA 140
PAINEWEBBER INC. FBO DAVENPORT, JEAN MCLEAN 140
PAINEWEBBER INC. FBO DUNN, WILLIAM W IRA 140
PAINEWEBBER INC. FBO FOLEY, TIMOTHY W IRA 140
PAINEWEBBER INC. FBO GERIAK, JAMES W. IRA 280
PAINEWEBBER INC. FBO HANDY, PETER 140
PAINEWEBBER INC. FBO MICHIGAN AVENUE NAT'L BANK FBO JACK M. BUFFINGTON HR-10 280
PAINEWEBBER INC. FBO PAUL, IRVING A IRA 140
PAINEWEBBER INC. FBO ROGERS, JOHN W 140
PAINEWEBBER INC. FBO ROSE, PAUL F 140
PAINEWEBBER INC. FBO RUCINSKI, TIM SEP IRA 140
PAINEWEBBER INC. FBO SECURITY PACIFIC TRUSTEE FOR ROBERT L. SHIPP SR. IRA 561
PAINEWEBBER INC. FBO SLEEPER, MITCHELL IRA 280
PAINEWEBBER INC. FBO WAHLERT, ROBERT C/O FDL FOODS 140
PAINEWEBBER INC. FBO WEST, DOUGLAS M IRA 140
PAINEWEBBER TRUST COMPANY METZGER, FRANK C KEOGH 140
PAINEWEBBER TRUST COMPANY FBO GILMER, JOHN H KEOGH 140
PATCH, RICHARD A 140
PATHOLOGY ASSOCIATES INC TTEE FBO FRANK B KIMBAL PROFIT SHARING PLAN 140
PATTON, EUGENE J 561
PEARSON, HAI 1
PEDIATRICS & ADOLESCENT MEDICINE INC. MONEY PURCHASE PLAN & TRUST ATTN: E. LITWER 140
PENFOLD, MARGARET 561
PENGUE, M. LOUIS 7,719
PENN, FRANK R 140
PENOBSCOT RESPIRATORY PENSION PLAN FBO EDWARD M. HARROW 140
PETRIK, JACK S 140
PHILLIPS, JAMES W 280
PICKETT, JAMES M 49
PISTOLE, MICHAEL DEFINED CONT PENSION PLAN EMPLOYEE OF MICHALE PISTOLE 140
POLAVRAPU, VENUGOPALAKRISHNA POLAVRAPU, ARUNA JTWROS 140
POPS, RICHARD F 37
PRATER, LETHA M 140
PREIS, WILLIAM PREIS, IRENE M. JTWROS 140
PRINGLE COMPANY, THE ATTN: ROGER PRINGLE 563
PRINSTER, LEO T 561
PULMONARY MEDICINE ASSOCIATES PROFIT SHARING PLAN FBO JOSEPH HENRY 280
PULVARI, CHARLES F 140
RANDLES, THOMAS L 140
RAVENDHRAN, NATARAJAN DR 140
RAYTHEON COMPANY ATTN: DAVE DWELLEY VP OF STRATEGIC BUS. DEVELOP 90,485
READING, AGNES PEARSON TTEE FOR THE AGNES PEARSON READING REVOCABLE TRUCT U/A/D 6-26-94 140
REDDY, KUMAR S 140
REED, JACK W 140
REIDENBACH, FREDERICK N 140
RETIREMENT ACCOUNTS, INC FBO IRWIN, RONALD B IRA 140
RETIREMENT ACCOUNTS, INC. FBO IRWIN, MERRY E IRA 140
RILEY, LAURA 561
RISK, JOHN W. TTEE JOHN W. RISK LIVING TRUST C/O PAM MOTLAGH - FORD MOTOR CO 140
RIVERS, ROBERT RIVERS, DOREEN JTTEN 140
ROBINSON, PATRICIA 280
ROSS, MICHAEL J. ROSS, JENNIFER COMM PROP 140
ROSSI, ROBERT A 140
ROTH, KATHLEEN 140
ROTHMAN, PAUL 280
RUCINSKI, TIMM 561
RUFENER RAYMOND E. , MARTHA J. JTWROS 140
RUTIGLIANO, ESTATE OF CHARLES R 17
RUTLAND, GEORGE 5
SAHARIA, PRAKASH C.SAHARIA, REETA JT TEN 140
SALIBA, RUTH 140
SALZMAN, JEFFREY 421
SANCHALA, VAJUBHAI DR. SANCHALA, SARSLOATI JTWROS 140
SAWYER JR., W. TOM 561
SAYEGH, JOSEPHINE 140
SAYEGH, PAUL 140
SCHLOTZHAUER, DALE E 5,435
SCHLOTZHAUER, DALE ELIZABETH 23,158
SCHLOTZHAUER, DALE ELIZABETH 19
SCHLOTZHAUER, DALE ELIZABETH 19
SCHMIDT, PAUL SCHMIDT, KATHLEEN JT TEN 140
SEITZ, DANIEL WARD 280
SHAW, OLIVER TRUSTEE FBO OLIVER SHAW LIVING TRUST DTD 9/12/91 280
SHEPELA, JOSEPH C. SHEPELA, KAREN S. TTEES SHEPELA FAMILY TRUST 280
SHEPHERD, JAMES W 1
SIMPSON, STANLEY S. SIMPSON, WENDY S 280
SKARSTON, ROGER A 280
SMAHA, AL 140
SMITH & QUIMBY PARTNERSHI C/O COLONIAL CARPETS 140
SMITH, DONALD LITTLEFIELD AND SMITH ASSOCIATES 1
SODERLAND, ROBERT A. TTEE ROBERT A. SODERLAND LIVING TRUST 140
SOLTESZ, LADISLAO (LES) 49
SOUTHERN ARIZONA ANESTESIA SERVICE PC MON PUR PEN PL&TR AGMT UAD 7-11-85 FBO RONALD W YAKAITIS 140
SPAULDING, C. ARTHUR TTEE C. ARTHUR SPAULDING LVG TRUST 140
SPIGELMIRE, EILEEN C 140
SPOKANE RADIATION ONCOLOGY ASSOCIATES PROFIT SHARING PLAN FBO DONALD A. SCHMUTZ, M.D 140
STANTON S. BERMAN MD PS PROFIT SHARING PLAN 140
STATE FARM MUTUAL INSURANCE CO.ATTN: JOHN CONCKLIN INVESTMENT DEPARTMENT 10,413
STEIN, H. THOMAS STEIN, MADLYN W. JTWROS 140
STEVENS, KENNY 561
STEVENS, RONALD W. STEVENS, ROSEMARY N. JTWROS 561
STRONG, F. CALVERT 140
STRONG, F. CALVERT & SMISSEN, PATRICIA JOAN CO-TTES OF THE FRANCIS L.BUFFUM REV
LIV TR UAD 12/9/92 140
SUSZ, MARK A. C/O INTER STATE SERVICE INC 561
SWANSON, MICHAEL SWANSON, MARTHA JTWROS 140
TESTA, ESTHER C.REVOCABLE TRUST 140
THE VICTOR FREEMAN INC PROFIT SHARING PLAN 140
THOMPSON, HUGH C. III 140
THORNER, BRITTMARIE 140
TOONE,EUGENE&WENAAS, JOHN E.J. COTTEES ARIZONA ORAL & MAXILLOFACIAL SURGEONS, P.C
PSP DTD 5-1-72 FBO: JOHN E.J. WENAAS 140
TOUCHSTONE, BLAKE 561
TRUSLOW, CAROLINE 280
UDY, DOYLE C 280
UNION VENTURE CORPORATION ATTN: MIKE NAKAMA 1,919
WALKER, HOWARD A 561
WALLER, WILLIAM 140
WANG, ELISE T 27
WARD, JOHN M 140
WARTHMAN, FORREST 140
WASHINGTON, J. BARRY 140
WEBSTER, FRANK A. FBO JONATHAN A. WEBSTER CUST 140
WEEDEN CAPITAL MANAGEMENT ATTN: TOM FLAHERTY 220
WEINER, LAWRENCE WEINER, JOAN JT TEN 140
WEINER, STANFORD A 140
WEISS, WILLIAM J.WEISS, LOLA W 561
WEISSBERG, GLORIA 561
WELCH, HENRY W. TTEE FOR THE EDITH H. WELCH FAMILY TRUST DTD 12/29/83 280
WESTMINSTER MEMORIAL PARK INC 140
WESTMORELAND, WILLIAM 3,860
WIATER, JEROME P. MDPC 140
WILKINSON, LAWRENCE 140
WILLIAM T. MCGURN INC.PENSION PLAN AND TRUST 140
WILLIAM T. MCGURN INC.PROFIT SHARING PLAN & TRUST 140
WILLIAMS, LESLIE L 140
WILLSON, J. G. JR PARTNER JGW & COMPANY 140
WILSON, DOROTHY 4
WILSON, GEORGE 43
WILSON, GEORGE R.TRUSTEE FOR CHERYL WILSON 1
WILSON, GEORGE R.TRUSTEE FOR CURTIS WILSON 1
WILSON, GEORGE R.TRUSTEE FOR DAVID WILSON 1
WILSON, GEORGE R.TRUSTEE FOR JILL WILSON 1
WITT, AXEL WITT, MARGARET 561
WOO, DONNA JUNG 50
WOODSON, RONALD G. M.D. TTEE RONALD G. WOODSON,M.D. INC PROFIT SHARING PLAN 140
XANDER, ALBERT 140
YEDDIS, ABE & BARBARA TEN ENT 140
YERKES, DOUGLAS D 561
YOAKAM, ROBERT E 841
YOCUM, MARTIN D.PHYLLIS D YOCUM COMM PROP 280
YOUNG, WILLIAM D.YOUNG, SHARYN JT TEN 280
ZICKUS, DONALD C 140
-------
804,407
</TABLE>
- -------------------
(1) This selling shareholder served as an employee of BIT prior to the
Company's acquisition of certain assets of BIT and currently serves as an
employee of a subsidiary of the Company .
PLAN OF DISTRIBUTION
The shares of Common Stock covered hereby may be distributed from time
to time by BIT to the Selling Shareholders, or sold or distributed from time to
time by or for the account of BIT or the Selling Shareholders. BIT and the
Selling Shareholders will act independently of the Company in making decisions
with respect to their respective sales of the shares.
The Selling Shareholders may sell or distribute some or all of the
Shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, in transactions (which may involve
block transactions) on Nasdaq, privately negotiated transactions or in the
over-the-counter market, or in a combination of such transactions. Such
transactions may be effected by the Selling Shareholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. Brokers,
dealers, agents or underwriters participating in such transactions as agent may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Usual and customary or specifically negotiated
brokerage fees or commissions may be paid by the Selling Shareholders in
connection with such sales.
The Selling Shareholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Shareholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between any Selling Shareholder and any other Selling Shareholder, underwriter,
broker, dealer or other agent relating to the sale or distribution of the
Shares.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the Shares may not simultaneously
engage in market activities with respect to the Common Stock for a period of
nine business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Shareholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Shareholders. All of the foregoing may affect the marketability of
the Common Stock.
The Company will pay substantially all of the expenses incident to this
Offering of the Shares by the Selling Shareholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Wilson Sonsini Goodrich & Rosati, a Professional Corporation.
EXPERTS
The consolidated financial statements and schedule of Sierra
Semiconductor Corporation included in the Sierra Semiconductor Corporation's
Annual Report (Form 10-K) for the year ended December 31, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated by reference herein in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses payable by the Registrant
in connection with the filing of this Registration Statement (1).
Securities and Exchange Commission Filing Fee..........................$3,001.29
Nasdaq Additional Listing Fee.........................................$10,240.00
Printing and Engraving Expenses........................................ --
Legal Fees and Expenses................................................$5,000.00
Accounting Fees and Expenses...........................................$5,000.00
Blue Sky Fees and Expenses............................................. --
Transfer Agent and Registration Fees...................................$1,000.00
Miscellaneous expenses.................................................$1,758.71
---------
Total........................................................$26,000.00
(1) All of such expenses, other than the filing fee for the Commission, are
estimates and are subject to future contingencies.
ITEM 15. 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. The Company's Restated Articles of
Incorporation and 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the California Corporation Law and the Bylaws of the
Company, the Company has been informed 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.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
NUMBER EXHIBIT DESCRIPTION
5.1 Opinion of Counsel as to the validity of the Shares.
23.1 Consent of Counsel (included in Exhibit 5.1 above).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (see page II-3).
<PAGE>
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
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
this Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed
in this Registration Statement or any material
change to such information in this Registration
Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed with or
furnished by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, 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 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 that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, 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 the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 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.
<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-3 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on October 23, 1996.
SIERRA SEMICONDUCTOR CORPORATION
By: /s/ JAMES V. DILLER
------------------------------------------
James V. Diller
Chief Executive Officer and Chairman of the
Board of Directors
(Principal Executive Officer)
(Duly Authorized Officer)
Know All Persons By These Presents, that each person whose signature
appears below constitutes and appoints James V. Diller and Glenn C. Jones, and
each of them, 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) to this Registration Statement and to file the same, with all
exhibits thereto and 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 to be done in and about the
premises, 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 so or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement or amendment thereto has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/S/ JAMES V. DILLER Chief Executive Officer October 23, 1996
- -------------------- (Principal Executive Officer)
James V. Diller and Chairman of the Board of
Directors
/S/ GLENN C. JONES Senior Vice President, October 23, 1996
- -------------------- Finance and Chief Financial
Glenn C. Jones Officer (Principal Financial
and Accounting Officer)
/S/ALEXANDRE BALKANSKI Director October 23, 1996
- --------------------
Alexandre Balkanski
/S/ MICHAEL L. DIONNE Director October 23, 1996
- ---------------------
Michael L. Dionne
/S/ FRANK J. MARSHALL Director October 23, 1996
- ---------------------
Frank J. Marshall
<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
5.1 Opinion of Counsel as to the validity of the Shares.
23.1 Consent of Counsel (included in Exhibit 5.1 above).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (see page II-3).
<PAGE>
Exhibit 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050 JOHN ARNOT WILSON
TELEPHONE 415-493-9300 FACSIMILE 415-493-6811 RETIRED
October 23, 1996
Sierra Semiconductor Corporation
2075 North Capitol Avenue
San Jose, CA 95132
Re: Sierra Semiconductor Corporation Registration Statement on Form S-3
Gentlemen & Ladies:
In connection with the preparation and filing of a Form S-3 Registration
Statement under the Securities Act of 1933, as amended, relating to the
distribution by Bipolar Integrated Technology, Inc. ("BIT") to its stockholders,
or resale or distribution by or for the account of BIT or of those stockholders,
of up to 804,407 shares of the Company's Common Stock ("Shares"), all of which
are issued and outstanding, we have examined originals or copies of corporate
records, certificates of public officials and officers of the Company and other
instruments relating to the authorization and issuance of such shares of Common
Stock as we have deemed relevant and necessary for the opinion hereinafter
expressed.
On the basis of the foregoing, we are of the opinion that the issuance of
the Shares has been duly authorized by the Board of Directors of the Company,
and the Shares are validly issued, fully paid and nonassessable.
We hereby consent to the filing of the opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
/s/ Wilson Sonsini Goodrich & Rosati
------------------------------------
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3), and related Prospectus of Sierra
Semiconductor Corporation for the registration of 804,407 shares of its common
stock and to the incorporation by reference therein of our report dated January
17, 1996, with respect to the consolidated financial statements and schedules 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.
/s/ Ernst & Young LLP
-------------------------
ERNST & YOUNG LLP
San Jose, California
November 4, 1996
<PAGE>
