As filed with the Securities and Exchange Commission on August 29, 1997
Registration No. 33-90392
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PMC-SIERRA, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 94-2925073
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(State of Incorporation) (I.R.S. Employer Identification No.)
105 - 8555 Baxter Place
Burnaby, British Columbia, Canada V5A 4V7
(Address of principal executive offices)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(800) 677-3394
(Name, address and telephone number of agent for service)
Copy to:
Neil J. Wolff
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Approximate date of commencement of proposed sale to the public under this
Registration Statement: As soon as practicable after this Registration Statement
becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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<PAGE>
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
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Subject to Completion
PROSPECTUS SUPPLEMENT
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PMC-SIERRA, INC.
EXPLANATORY NOTE
This Post-effective Amendment No. 1 (the "Amendment") to the
Registration Statement on Form S-3 (No. 33-90392) (the "Registration Statement")
is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended
(the "Securities Act") by PMC-Sierra, Inc., a Delaware corporation incorporated
in May 1997 (the "Company"). The Company is the successor to PMC-Sierra, Inc.
(formerly named Sierra Semiconductor Corporation), a California corporation
("Sierra"), following a statutory merger (the "Merger") for the purpose of
changing Sierra's state of incorporation from California to Delaware, effective
as of July 10, 1997. Prior to the Merger, the Company had no assets or
liabilities other than nominal assets or liabilities. In connection with the
Merger, the Company succeeded by operation of law to all of the assets and
liabilities of Sierra. The Merger was approved by the shareholders of Sierra at
a meeting for which proxies were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Except as modified by this Amendment, the Company, by virtue of this
Amendment, expressly adopts the Registration Statement as its own registration
statement for all purposes of the Securities Act and the Exchange Act.
Additional information necessary to reflect any material change made in
connection with or resulting from the Merger is set forth below.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
In addition to the documents which have been incorporated by reference
by the Company's predecessor and made a part of the Prospectus, the following
documents, which have been filed by the Company with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference and made a part of
this Prospectus: (i) the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, and the Current Report on Form 8-K filed on August 8, 1997, filed
pursuant to the Exchange Act; (ii) the description of the Company's Capital
Stock set forth in Amendment No. 2 to the Registration Statement on Form S-3
(File No. 333-15519); and (iii) 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 15 Indemnification of Directors and Officers.
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The Certificate of Incorporation of the Company eliminates the
liability of directors to the Company for monetary damages for breach of
fiduciary duty as a director to the fullest extent permissible under Delaware
law, as such law exists currently or as it may be amended in the future. Under
Delaware law, such provision may not eliminate or limit director monetary
liability for: (a) breaches of the director's duty of loyalty to the Company or
its stockholders; (b) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (c) the payment of unlawful
dividends or unlawful stock repurchases or redemptions; or (d) transactions in
which the director received an improper personal benefit. Such limitation of
liability provisions also may not limit a director's liability for violation of,
or otherwise relieve the Company or its directors from the necessity of
complying with, federal or state securities laws, or affect the availability of
non-monetary remedies such as injunctive relief or rescission.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit the Company to secure
insurance on behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in such capacity, regardless of
whether the Company would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Company currently
has secured such insurance on behalf of its officers and directors.
The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Bylaws.
Subject to certain conditions, these agreements, among other things, indemnify
the Company's directors and officers for certain expenses (including attorney's
fees), judgments, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of the
Company, arising out of such person's services as a director or officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.
<PAGE>
Item 16 Exhibits.
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The following exhibits are filed as part of this Registration Statement:
NUMBER EXHIBIT DESCRIPTION
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4.1(1) Certificate of Incorporation of the Company.
4.2(2) Bylaws of the Company.
4.3 Fourth Article of Certificate of Incorporation (included
in Exhibit 4.1 above).
4.4 Specimen of the Company's Common Stock Certificate.
5.1 Opinion of Counsel as to 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 (included on the Signature page to this
Amendment).
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(1) Incorporated by reference to Exhibit 3.1 filed with the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
(2) Incorporated by reference to Exhibit 3.3 filed with the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-effective Amendment No. 1 to its
Registration Statement on Form S-3 (No. 33-90392) to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Burnaby, British
Columbia, Canada, on this 26th day of August, 1997.
PMC-SIERRA, INC.
By: /s/ ROBERT L. BAILEY
Robert L. Bailey
Chief Executive Officer
(Principal Executive Officer)
(Duly Authorized Officer)
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Bailey and John Sullivan,
jointly and severally, 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-3 (No. 33-90392), and to file the same, with
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, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 (No. 33-90392) has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
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/S/ ROBERT L. BAILEY Director and Chief Executive August 26, 1997
- ----------------------- Officer (Principal Executive
Robert L. Bailey Officer)
/S/ JOHN SULLIVAN Vice President, Finance and August 26, 1997
- ----------------------- Chief Financial Officer
John Sullivan (Principal Financial and
Accounting Officer)
/S/ JAMES V. DILLER Chairman of the Board of August 26, 1997
- ----------------------- Directors
James V. Diller
/S/ ALEXANDRE BALKANSKI Director August 26, 1997
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Alexandre Balkanski
Director August __, 1997
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Colin Beaumont
/S/ MICHAEL L. DIONNE Director August 26, 1997
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Michael L. Dionne
/S/ FRANK J. MARSHALL Director August 27, 1997
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Frank J. Marshall
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EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
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4.4 Specimen of the Company's Common Stock Certificate.
5.1 Opinion of Counsel as to validity of the Shares.
23.1 Consent of Counsel (included in Exhibit 5.1, above).
23.2 Consent of Ernst & Young LLP.
(FRONT)
FBU
THIS CERTIFICATE IS TRANSFERABLE IN
BOSTON, MA OR NEW YORK, NY
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR STATEMENTS RELATING TO RIGHTS, PREFERENCES, PRIVILEGES
AND RESTRICTIONS, IF ANY
CUSIP 69344F 10 6
This Certifies that is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF
PMC-SIERRA, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar. WITNESS the facsimile seal of the
Corporation and the facsimile signatures of its duly authorized officers.
Dated
COUNTERSIGNED AND REGISTERED:
BankBoston, N.A.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
(BACK)
A statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of determination, the
number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge at
the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM = as tenants in common
TEN ENT = as tenants by the entireties
JT TEN = as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT = .....................
Custodian .........................
(Cust)
(Minor)
under Uniform Gifts to Minors
Act
...............................................
(State)
UNIF TRF MIN ACT = ............... Custodian
(until age ..............)
(Cust)
...................... under Uniform Transfers
(Minor)
to Minors Act
......................................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,
hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
<PAGE>
Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
X
X
NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
JOHN ARNOT WILSON
RETIRED
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
August 26, 1997
PMC-Sierra, Inc.
105-8555 Baxter Place
Burnaby, British Columbia
Canada V5A 4V7
Re: Registration Statement on Form S-3 (File No. 33-90392)
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Gentlemen & Ladies:
We have examined the Post-effective Amendment No. 1 to the Registration
Statement on Form S-3 to be filed by you with the Securities and Exchange
Commission (the "Registration Statement") in connection with your adoption of
the registration under the Securities Act of 1933, as amended, of shares of your
Common Stock (the "Shares") registered under the Registration Statement on Form
S-3 (No. 33-90392). 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 in the
manner set forth in the Registration Statement.
It is our opinion that, when issued and sold in the manner set forth in
the Registration Statement, 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,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Post-effective Amendment No. 1 to Form S-3 File No. 33-90392) and
related Prospectus of PMC-Sierra, Inc. for the registration of 340,281 shares of
its common stock of our report dated January 22, 1997, with respect to the
console dated financial statements and schedule of PMC-Sierra, Inc. (formerly
Sierra Semiconductor Corporation) included in its Annual Report (Form 10-K) for
the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
August 25, 1997
