As filed with the Securities and Exchange Commission on August 29, 1997
Registration No. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PMC-SIERRA, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2925073
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
105-8555 Baxter Place
Burnaby, British Columbia V5A 4V7
Canada
(Address of principal executive offices)
1994 INCENTIVE STOCK PLAN
(Full title of the plan)
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, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
(650)493-9300
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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock.......... 500,000 shs $32.4375 $16,218,750.00 $4,914.77
<FN>
(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 August 28, 1997 as reported on The Nasdaq Stock Market.
</FN>
</TABLE>
STATEMENT UNDER GENERAL INSTRUCTION E
The contents of the Registrant's Form S-8 Registration Statements (File
No. 33-80992, 33-94790 and 333-13359) are incorporated by reference into this
Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burnaby, British Columbia, Canada on this 26th day of
August, 1997.
PMC-SIERRA, INC.
By: /S/ ROBERT L. BAILEY
---------------------------
Robert L. Bailey, President 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, Robert
L. Bailey and John W. Sullivan 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
--------- ----- ----
/S/ ROBERT L. BAILEY President and Chief Executive August 26, 1997
- ----------------------- Officer (Principal Executive
Robert L. Bailey Officer)
/S/ JOHN SULLIVAN Chief Financial Officer August 26, 1997
- ----------------------- (Principal Financial and
John Sullivan Accounting Officer)
/S/ JAMES V. DILLER Chairman of the Board of August 26, 1997
- ----------------------- Directors
James V. Diller
Director August __, 1997
- -----------------------
Alexandre Balkanski
/S/ COLIN BEAUMONT Director August 26, 1997
- -----------------------
Colin Beaumont
/S/ MICHAEL L. DIONNE Director August 26, 1997
- -----------------------
Michael L. Dionne
/S/ FRANK J. MARSHALL Director August 26, 1997
- -----------------------
Frank J. Marshall
<PAGE>
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
23.2 Consent of Counsel (Contained in Exhibit 5.1 above)
24.1 Power of Attorney (Contained in Signature Page to
Registration Statement)
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
Re: Registration Statement on Form S-8
----------------------------------
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 August 29, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 500,000 shares of your Common Stock (the
"Shares"), to be issued pursuant to the 1994 Incentive Stock Plan (the "1994
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
1994 Plan.
It is our opinion that, when issued and sold in the manner described in the
1994 Plan and pursuant to the agreements which accompany each grant under the
1994 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
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of PMC-Sierra, Inc. pertaining to the 1994 Incentive Stock
Plan for the registration of 500,000 shares of its common stock of our report
dated January 22, 1997, with respect to the consolidated financial statements
and schedule of PMC-Sierra, Inc. (formerly known as Sierra Semiconductor
Corporation) 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
