As filed with the Securities and Exchange Commission on August 27, 1997
Registration No. 333-15519
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NUMBER 2 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
PMC-SIERRA, INC.
(Exact name of Registrant as specified in its charter)
--------------------
Delaware 94-2925073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8555 Baxter Place, Suite 105
Burnaby, British Columbia
Canada V5A 4V7
(604) 415-6000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------
THE CORPORATION TRUST COMPANY
1209 Orange Street
Wilmington, Delaware 19801
(800) 677-3394
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
Copy to:
NEIL J. WOLFF
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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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./ /
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.
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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.
- --------------------------------------------------------------------------------
SUBJECT TO COMPLETION
PROSPECTUS
804,407 SHARES
PMC-SIERRA, INC.
COMMON STOCK
This Prospectus relates to an aggregate of 804,407 shares (the
"Shares") of Common Stock, par value $0.001 per share ("Common Stock"), of
PMC-Sierra, Inc., a Delaware corporation (the "Company" or "Registrant"), 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
to BIT Liquidating LLC, an Oregon limited liability company, distributed by BIT
Liquidating LLC to the Selling Shareholders, or resold by the Selling
Shareholders or by BIT Liquidating LLC (collectively the "Offering"). Pursuant
to an Asset Purchase Agreement dated August 16, 1996 among PMC-Sierra, Inc., a
California corporation (formerly named Sierra Semiconductor Corporation) and the
Company's predecessor, BIT, PMC-Sierra, Inc. (Portland) and certain shareholders
of BIT, the Shares were delivered to BIT on September 3, 1996 as consideration
for the acquisition of certain assets of BIT by PMC-Sierra, Inc. (Portland).
Such delivery 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. References to "BIT" mean BIT and BIT
Liquidating LLC.
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 "PMCS." On August 18, 1997, the last reported sales
price for the Common Stock as reported by Nasdaq was $31.375 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 _________, 1997
<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 on file with the Commission a Registration Statement on
Form S-3 (No. 333-15519) 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 or its
predecessor with the Commission pursuant to the Exchange Act, are incorporated
by reference and made a part of this Prospectus: (i) the Annual Report on Form
10-K for the fiscal year ended December 31, 1996; (ii) all other reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1996,
specifically including the
<PAGE>
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and June
30, 1997, and the Current Reports on Form 8-K filed on April 18, 1997 and August
8, 1997; 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.
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, PMC-SIERRA, INC., 105-8555 BAXTER PLACE,
BURNABY, BRITISH COLUMBIA, CANADA V5A 4V7. THE COMPANY'S TELEPHONE NUMBER AT
THAT LOCATION IS (604) 415-6000.
THE COMPANY
The Company was incorporated in the State of California in November
1983 and commenced business in January 1984. The Company changed its name from
Sierra Semiconductor Corporation to PMC-Sierra, Inc. on June 13, 1997 and
reincorporated into the State of Delaware on July 10, 1997 by merging into
Delaware PMC-Sierra, Inc., a Delaware corporation and a wholly-owned subsidiary
of the Company. The entity surviving the merger, Delaware PMC-Sierra, Inc., has
changed its name to PMC-Sierra, Inc. on July 11, 1997. The Company's principal
executive office is located at 8555 Baxter Place, Suite 105, Burnaby, British
Columbia, Canada V5A 4V7. The Company's Common Stock trades on the Nasdaq
National Market under the symbol PMCS. References to the "Company", "Registrant"
or "PMC" mean PMC-Sierra, Inc. and include 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 and SONET/SDH integrated circuits in the communications
infrastructure and networking markets, and also provides these markets with
T1/E1 and DS3/E3 integrated circuits.
<PAGE>
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements in this Registration Statement constitute
"forward-looking statements" within the meaning of the federal securities laws.
The actual results, performance, or achievements of the Company may be
materially different from those expressed or implied by such forward-looking
statements. The forward-looking statements include projections relating to
trends in the broadband infrastructure, WAN, LAN and Internet/Intranet markets,
products under development for SONET/SDH and T1/E1 applications and research and
development goals; and projections relating to revenues, gross margin, growth of
the broadband communications market, continued supply of semiconductors to the
Company by outside foundries and by assembly houses, export sales, and future
expenditures on research and development, marketing, general and administrative
activities, and projected tax rates. Actual results could differ from those
projected in any forward-looking statements for the reasons detailed below in
"Risk Factors."
RISK FACTORS
An investment in the Shares involves a high degree of risk. In addition
to the other information contained in this Registration Statement, before
purchasing the Shares, prospective investors should carefully consider the "Risk
Factors" Section in the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
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 804,407 shares of Common Stock, which represent beneficial ownership of
approximately 2.72% of the Company's outstanding Common Stock. BIT may offer and
sell all or any of 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 BIT and 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 Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
<C> <C> <C>
1215 ASSOCIATES 130 130
ABBATE, ANTHONY M. and ALLIE J. JT TEN 260 260
AENEAS VENTURE GROUP 68,283 68,283
AGRON, RUTH and GARY JT TEN 130 130
AKERS, WILLIAM B 260 260
ALCORN, WILLIAM C/O WOOD STRUCTURES, INC 130 130
ALRUMAIH, ABDULRAHMAN N 260 260
AMSOUTH BANK NA TTEE, NORWOOD CLINIC INC PC MONEY PURCHASE 130 130
PENSION TRUST FBO R. CARRAWAY
ANDERSON, LARRY 130 130
ANDREWS, MILBREY W 130 130
ARATA, MARGIT W 260 260
ARBITTER, ARNOLD I. C/O S.J. BERARDINO 130 130
AYANIAN, ZAVEN S. MR 130 130
B&G TRADERS INC PROFIT SHARING PLAN & TRUST 002 FBO GARY GOLDSTEIN 130 130
BAIRD, DAVIS 130 130
BANCBOSTON VENTURES 36,069 36,069
BANCORP HAWAII SBIC #303 373 373
BATTERTON, THOMAS H 260 260
BEAR STEARNS, INC. FBO M. SCOTT ATHANS IRA: ACCT #215-01212 130 130
BEAUMONT, PETER W 260 260
BENNER, WILLIAM B. TTEE FBO WILLIAM B. BENNER TRUST 130 130
BERGER, GARY & REIKO 130 130
BHATI, BALVEER S. BHATI, SANTOSH JTWROS 260 260
BIBBY, DOUGLAS BIBBY, LORRAINE C. JTWROS 130 130
BILLINGS, RUTH MCCALDEN, THOMAS 130 130
BIT HOLDINGS, LTD ATTN: ELMER YUEN C/O ROBERT SOLOMON 341,126 341,126
BLAIR, ROBERT 260 260
BLOCK, MERRILL BLOCK, EILEEN JTWROS 519 519
BOGIN, RONALD J 130 130
BONANNO, PHILIP MDPC PENSION TRUST 130 130
BOTTINELLI, MARIAN J 130 130
BOWER, THOMAS K 130 130
BOYER, MARY A . 260 260
BRACKEEN, DANIEL L 130 130
BRADY, PAT FOY 260 260
<PAGE>
Shares Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
BRAINERD, STEVE 1 1
BRAMAN, DANIEL H. JR 519 519
BRITTAIN, JANE A 130 130
BROOKER, JAMES 130 130
BROOKS FAMILY TRUST ATTN: REX & COLLEEN BROOKS C/O BROOKS TECHNICAL GROUP 3 3
BROWN, DONALD 130 130
BROWN, JANE M 130 130
BROWN, MARTIN S 130 130
BROWN, MORTON E 130 130
BROWNING, STEPHEN 130 130
BRUEMMER, BRYAN TTEE BRYAN BRUEMMER TRUST 130 130
BRYAN, JACK L 130 130
BUFFUM, BETTY UPHAM 130 130
BURDICK, ALLAN L 130 130
BURKE, JOSEPH A 130 130
BUSCH, SUZANNE TEROLLER TTEE SUZANNE TEROLLER BUSCH TRUST 130 130
CALL, NEIL J 130 130
CAMPBELL, LINDA FRYE, NELLIE GARRETT JTWROS 130 130
CAREY, WILLIAM J 130 130
CARSON, ELIZABETH E. TTEE FBO ELIZABETH E CARSON TRUST 130 130
CARTER, ALBERT M 130 130
CASTELLANI, MARIE E 130 130
CB CAPITAL INVESTORS, INC. ATTN: EDWARD L. KOCH III PRESIDENT 726 726
CECKLER, WILLIAM H. CECKLER, MARY E. JT TEN 130 130
CEDENO, ANSBERTO (BERT) 1 1
CHAPIN, ROSS K 11 11
CLARK, JACK L. CLARK, JUDITH COMM PROP 130 130
CLEARWATER VENTURES LP 169 169
CLINE, ANITA DAVIES 130 130
COBLE, G. WILLIAM 130 130
CONN, J.D. C/O BEACON CADILLAC 130 130
CONNOR, THOMAS K 130 130
COOPER, BARRY R 260 260
CORRINGTON, RICHARD 130 130
<PAGE>
Shares Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
DODD, ELEANOR/NORTHERN TRUST BANK OF FLORIDA, SUCCESSOR 519 519
TTEES OF THE ROBERT C. COSGROVE TRUST
COSTELLO, ROBERT DR 130 130
COSTENBADER, VIRGINIA 260 260
COUSIN, WINNIE CUST FBO JEFFREY N. COUSIN 130 130
COUSIN, WINNIE CUST FBO JENNIFER A. COUSIN 130 130
COUTTS, CARLYLE B 130 130
COWAN, BARBARA 130 130
COWEN & COMPANY ATTN: MICHAEL DORSEY 49 49
COYLE, ALFRED J 34 34
CRAWFORD, SAMUEL J. CRAWFORD, PATTI J. JTWROS 130 130
CYRIAC, IGNATIUS CYRIAC, BABYCENT I. JTWROS 130 130
DE EUROPA, MODELISTA SA ETUDE DEMMESMUDRY ET IGLEHART 4 RUE CHARLES BONNET 260 260
DECKER, MARGARET M. DICKINS, MARGARET E. JTWROS 519 519
DEVOR, DANIEL DEVOR, NINA M. JTWROS 130 130
DFC VENTURES, LTD. ATTN: CHRIS ELLISON GENERAL PARTNER 1,306 1,306
DIAZ, REINALDO 108 108
DINEGAR, THOMAS 130 130
DOPERAK, GEORGE M 130 130
DOWN EAST ORTHOPEDIC ASSOCIATE 260 260
DOZZI, DOMENIC P 130 130
DOZZI, PETER C 260 260
EDWARD RUFF & ASSOCIATES EMPLOYEE PROFIT SHARING PLAN AND TRUST 519 519
EDWARDS, R. DEAN 130 130
EICHEL, NORMAN 130 130
EISING, PETER W 80 80
ENRIGHT, PATRICK 20 20
ERVIN WEIL FAMILY TRUST ATTN: DAVID WEIL 2,686 2,686
EWING, ANDREW JR EWING, JOANNE B. JT TEN 130 130
FARMCO FARMERS & MERCHANTS TRUST CO. OF LONG BEACH TRUST #36-55-8 130 130
FLY, WILLIAM S 130 130
FOLLMAN, ROBERT FOLLMAN, CAROLE JT TEN 389 389
FOOTE, LAWRENCE R. FOOTE, ROSEMARY G. JTWROS 130 130
FRANTZ, PAUL T 260 260
<PAGE>
Shares Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
FRANTZ, THECLA S 130 130
FUCHS, PAUL H 1 1
FUTRELL, J. WILLIAM 130 130
GAJENDRAGADKAR, S. DR. MDPC BRADLEY CLINIC 260 260
GARDNER, JOHN O. GARDNER, PENNY A. JTWROS 130 130
GATON, LEO S 260 260
GEARY, HELEN S. TTEE UNDER DECLARATION OF TRUST 11/14/88 130 130
GELLER, ROBERT C 130 130
GERDAU, CARLSON 130 130
GERRIE, ROBERT 260 260
GIBSON, SALLY 130 130
GILCHRIST, WILLIAM TRUSTEE FOR JUDY SCHLOTZHAUER 5 5
GILCHRIST, WILLIAM TRUSTEE FOR KATHRYN SCHLOTZHAUER 5 5
GILES, KENNETH E 45 45
GLOVER INVESTMENTS LTD 23 SAN MARTIN STREET MAGALLANES VILLAGE 2,596 2,596
GOLDSCHLAGER, ARNOLD W 130 130
GOSCHA, GARY E 260 260
GRAPHIC ARTS PUBLISHING INC 130 130
GROBE, RUTH H 260 260
GUERRA, GASTON G. SURGICAL PRACTICE PROFIT SHARING PLAN 260 260
GULLACE, RALPH 130 130
HALL CAPITAL MANAGEMENT ATTN: RONALD HALL 18,283 18,283
HAMMAD, SAMY & SAWSON 130 130
HARRIS, EDMUND J. HARRIS, MARILYN C 130 130
HARRIS, SARA GRAYSON 130 130
HAVANEK, JOSEPH 519 519
HAY, ROBERT F 130 130
HAYDEN, KENNETH 130 130
HAYNES, HARLEY ANDERSON 130 130
HEMER, RICHARD E 130 130
HERSH, CARL TTE MARION HERSH REVOCABLE TRUST DTD 4-29-85 130 130
HIGHNESS, JOEL HIGHNESS, NANCY JT TEN 130 130
HODGSON, RICHARD 7,184 7,184
HOFFMAN, CLIVE & CAROL TTEES CLIVE HOFFMAN ASSOCIATES 130 130
PROFIT SHARING RETIREMENT PLAN
HOLLIS, PHILIP D 130 130
<PAGE>
Shares Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
HOOVER, KATHRYN 130 130
HSIANG, SHI-LING C 130 130
HUBBARD, STEVEN S 24,955 24,955
HUDSON, A. RAY M.D 130 130
HUGHES, PAUL A 130 130
HUGHES, WILLIAM C 130 130
INTERNATIONAL STRATEGIC ALLIANCE ATTN: GEORGE KOO 65 65
INTERVEN PARTNERS 1987 ATTN: JONATHAN E. FUNK 341 341
INTERVEN PARTNERS II LP ATTN: WAYNE KINGSLEY CHAIRMAN 68,354 68,354
INTERVEN PARTNERS INC. ATTN: WAYNE KINGSLEY CHAIRMAN 7,086 7,086
ISLAND PARTNERS C/O GEORGE TEXTOR 35 35
JACOBS, JOHN III 260 260
JAQUES, S. CARLENE 130 130
JOHNSON, HOWARD B 47 47
JOHNSON, S. ALLAN 260 260
JONES, CONLEY ROY 260 260
JONES, WHITNEY M 130 130
JORDAN, GARY JORDAN, ANNETTE 519 519
JOSEPH KIRK DAVENPORT (INC) RETIREMENT TRUST 130 130
JOY, WILLIAM 4 4
KAKOS, GERARD S 519 519
KANDATHIL, VALSAMMA TERESA 130 130
KANE, ALAN KANE, MARY JT TEN 519 519
KAPLAN, JANET S 130 130
KEE, DR. HERBERT L. KEE, VIRGINIA M 130 130
KELEKAR, DILIP MD TTEE FBO DILIP R. KELEKAR RETIREMENT TRUST 130 130
KIDDER PEABODY AND COMPANY ATTN: KEN KANAPAN 12 12
KLEINER, EUGENE 34 34
KOBBE, JOHN 4,483 4,483
KOLBE INC. PROFIT SHARING PLAN 130 130
KORNFELD, KENNETH H. KORNFELD, RONDA E. JTWROS 1,038 1,038
KURUVILLA, DR. M. P 130 130
LAESCH, JOHN 130 130
LANDBERG, BETTY 260 260
LANE, CECELIA B 130 130
LAWSING, JAMES F. III MD PA PROFIT SHARING PLAN UA DTD 6/21/84 130 130
<PAGE>
Shares Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
LEHMAN, JOSEPHINE TTEE FOR WILLIAM LEHMAN RESIDUARY TRUST DTD 2/28/92 260 260
LEHMAN, WILLIAM L. JR 130 130
LICHT, HARLEY EXECUTIVE VP BROOKS TECHNICAL GROUP 1 1
LIN, XIN YING 503 503
LINCOFF, MILTON H. LINCOFF, MIRIAM L. JT TEN 130 130
LISSAUER, TED 130 130
LITTLEFIELD, THOM LITTLEFIELD AND SMITH ASSOC 1 1
LLOYD, PETRINA A 130 130
LOWE, JACK M. LOWE, MARJORIE A. JTWROS 130 130
M&L VENTURES ATTN MORT SADOWSKY 130 130
MACKINTOSH, J. HERBERT 130 130
MACON, GEORGE W. III 260 260
MADDEN, DAVID 41 41
MANER, DOUGLAS O 130 130
MANLEY, THERESA K. (DOZZI, THERESA K.) 130 130
MARDELLI, T. JOSEPH TTEE MONEY PURCHASE & PENSION TRUST FBO T JOSEPH MARDELLI 130 130
MARSH, ALBERT P. MARSH, ANGELA A. JT TEN 130 130
MAURICE, DEBORAH BUFFUM C/O ALEX C. HOROWITZ 130 130
MAXWELL, JAMES T. MD 130 130
MCGINN, JOHN M.D.PROFIT SHARING PLAN DATED 9/25/85 260 260
MCGURN, WILLIAM MCGURN, DARLENE 260 260
MCLARNEY, CHARLES PATRICK MCLARNEY, MARTINA J 130 130
MCNEE, JOHN C. MCNEE, DOROTHY M. JT TEN 130 130
MEMORIAL MEDICAL CENTER FOUNDATION ATTN: TIM JACKERT 130 130
MERHAUT, JAMES 2 2
METZE, JARRED R. METZE, BRENDA JTWROS 260 260
MICHAUD, JOSEPH E. MICHAUD, JONETTE 519 519
MIDLAND INC 260 260
MILLER, BRUCE (2) 7,148 7,148
MILLER, DAVID C 346 346
MILLER, GORDON 201 201
MILLER, JOHN H. III 346 346
MILLER, RICHARD P 519 519
MILLER, TALBOTT 86 86
MILLS, JANICE M 1 1
<PAGE>
Shares Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
MOORE, ALLEN III & ANNE TRUSTEES FBO ALLEN MOORE III TRUST DTD 7-27-87 260 260
MOORMAN, DALE & MILDRED 260 260
MORGAN, DONALD G 260 260
MORRIS, JANET M (2) 7,148 7,148
MORTON, SCOTT M 1 1
MOSS, WILLIAM F 130 130
MUTRUX, PHILIPPE G 130 130
NASON, IRVING C. MD TTEE IRVING C NASON MD PENSION PLAN 130 130
NEAL, W. RONALD NEAL, MONA S. JT. TEN 130 130
NETTLES, CHARLES NETTLES, EMMA JTWROS 130 130
NIMEH, NADIM 130 130
NOLAN, DAVID AND NOLAN, CYNTHIA JTWROS 130 130
NORTHEAST VENTURES ATTN: W. BRIAN SATTERLEE 749 749
NUBER, CLARK & CO CONTRIBUTORY PROFIT SHARING PLAN AND 130 130
TRUST FBO THOMAS J SEDLOCK
O'DONNELL & MASUR, L.P. ATTN: MARK MASUR 385 385
ONEIDA SURGICAL PC PENSION PLAN TRUST DTD 6/15/73 FBO 130 130
ROBERT E. PICKELS, JR. MD
OTTEMAN, MERLIN DR. NORTHERN COLO. SURGICAL ASSOC 130 130
PACIFIC VENTURE FINANCE ATTN: NATHALIE WESSLING 165 165
PAINEWEBBER FBO PAINEWEBBER DEVELOPMENT CORP. CARRIED 333 333
INTEREST SHARING PLAN
PAINEWEBBER FBO PAINEWEBBER DEVELOPMENT CORP 1,072 1,072
PAINEWEBBER INC. FBO ANDREW, FRED W 130 130
PAINEWEBBER INC. FBO ASHTON, CHARLES F IRA 130 130
PAINEWEBBER INC. FBO BEARD, ESTHER ANN (IRA) 130 130
PAINEWEBBER INC. FBO BIBBY, DOUGLAS IRA 130 130
PAINEWEBBER INC. FBO BREWER, LESLIE IRA 130 130
PAINEWEBBER INC. FBO CAROL SHRIBER IRA 130 130
PAINEWEBBER INC. FBO CRONIN, TERRENCE DR. IRA 519 519
PAINEWEBBER INC. FBO CROSSLAND, MERLE F IRA 130 130
PAINEWEBBER INC. FBO DAVENPORT, JEAN MCLEAN 130 130
PAINEWEBBER INC. FBO DUNN, WILLIAM W IRA 130 130
PAINEWEBBER INC. FBO FOLEY, TIMOTHY W DR. IRA 130 130
PAINEWEBBER INC. FBO GERIAK, JAMES W. IRA 260 260
PAINEWEBBER INC. FBO HANDY, PETER 130 130
<PAGE>
Shares Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
PAINEWEBBER INC. FBO MICHIGAN AVENUE NAT'L BANK FBO JACK M. BUFFINGTON HR-10 260 260
PAINEWEBBER INC. FBO PAUL, IRVING A IRA 130 130
PAINEWEBBER INC. FBO ROGERS, JOHN W 130 130
PAINEWEBBER INC. FBO ROSE, PAUL F 130 130
PAINEWEBBER INC. FBO RUCINSKI, TIM SEP IRA 130 130
PAINEWEBBER INC. FBO SECURITY PACIFIC TRUSTEE FOR ROBERT L. SHIPP SR. IRA 519 519
PAINEWEBBER INC. FBO SLEEPER, MITCHELL IRA 260 260
PAINEWEBBER INC. FBO WAHLERT, ROBERT C/O FDL FOODS 130 130
PAINEWEBBER INC. FBO WEST, DOUGLAS M IRA 130 130
PAINEWEBBER TRUST COMPANY METZGER, FRANK C KEOGH 130 130
PAINEWEBBER TRUST COMPANY FBO GILMER, JOHN H KEOGH 130 130
PATCH, RICHARD A 130 130
PATHOLOGY ASSOCIATES INC TTEE FBO FRANK B KIMBAL PROFIT SHARING PLAN 130 130
PATTON, EUGENE J 519 519
PEARSON, HAI 1 1
PEDIATRICS & ADOLESCENT MEDICINE INC. MONEY PURCHASE 130 130
PLAN & TRUST ATTN: E. LITWER
PENFOLD, MARGARET 519 519
PENGUE, M. LOUIS (2) 7,148 7,148
PENN, FRANK R 130 130
PENOBSCOT RESPIRATORY PENSION PLAN FBO EDWARD M. HARROW 130 130
PETRIK, JACK S 130 130
PHILLIPS, JAMES W 260 260
PICKETT, JAMES M 45 45
PISTOLE, MICHAEL DEFINED CONT PENSION PLAN EMPLOYEE OF MICHALE PISTOLE 130 130
POLAVRAPU, VENUGOPALAKRISHNA POLAVRAPU, ARUNA JTWROS 130 130
POPS, RICHARD F 34 34
PRATER, LETHA M 130 130
PREIS, WILLIAM PREIS, IRENE M. JTWROS 130 130
PRINGLE COMPANY, THE ATTN: ROGER PRINGLE 521 521
PRINSTER, LEO T 519 519
PULMONARY MEDICINE ASSOCIATES PROFIT SHARING PLAN FBO JOSEPH HENRY 260 260
<PAGE>
Shares Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
PULVARI, CHARLES F 130 130
RANDLES, THOMAS L 130 130
RAVENDHRAN, NATARAJAN DR 130 130
RAYTHEON COMPANY ATTN: DAVE DWELLEY VP OF STRATEGIC BUS. DEVELOP 83,784 83,784
READING, AGNES PEARSON TTEE FOR THE AGNES PEARSON 130 130
READING REVOCABLE TRUST U/A/D 6-26-94
REDDY, KUMAR S 130 130
REED, JACK W 130 130
REIDENBACH, FREDERICK N 130 130
RETIREMENT ACCOUNTS, INC FBO IRWIN, RONALD B IRA 130 130
RETIREMENT ACCOUNTS, INC. FBO IRWIN, MERRY E IRA 130 130
RILEY, LAURA 519 519
RISK, JOHN W. TTEE JOHN W. RISK LIVING TRUST C/O PAM MOTLAGH - FORD MOTOR CO 130 130
RIVERS, ROBERT RIVERS, DOREEN JTTEN 130 130
ROBINSON, PATRICIA 260 260
ROSS, MICHAEL J. ROSS, JENNIFER COMM PROP 130 130
ROSSI, ROBERT A 130 130
ROTH, KATHLEEN 130 130
ROTHMAN, PAUL 260 260
RUCINSKI, TIMM 519 519
RUFENER RAYMOND E. RUFENER, MARTHA J. JTWROS 130 130
RUTIGLIANO, ESTATE OF CHARLES R 16 16
RUTLAND, GEORGE 5 5
SAHARIA, PRAKASH C. SAHARIA, REETA JT TEN 130 130
SALIBA, RUTH 130 130
SALZMAN, JEFFREY 389 389
SANCHALA, VAJUBHAI DR. SANCHALA, SARSLOATI JTWROS 130 130
SAWYER JR., W. TOM 519 519
SAYEGH, JOSEPHINE 130 130
SAYEGH, PAUL 130 130
SCHLOTZHAUER, DALE E 5,033 5,033
SCHLOTZHAUER, DALE ELIZABETH 21,443 21,443
SCHLOTZHAUER, DALE ELIZABETH 18 18
SCHLOTZHAUER, DALE ELIZABETH 18 18
SCHMIDT, PAUL SCHMIDT, KATHLEEN JT TEN 130 130
<PAGE>
Shares Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
SEITZ, DANIEL WARD 260 260
SHAW, OLIVER TRUSTEE FBO OLIVER SHAW LIVING TRUST DTD 9/12/91 260 260
SHEPELA, JOSEPH C. SHEPELA, KAREN S. TTEES SHEPELA FAMILY TRUST 260 260
SHEPHERD, JAMES W 1 1
SIMPSON, STANLEY S. SIMPSON, WENDY S 260 260
SKARSTON, ROGER A 260 260
SMAHA, AL 130 130
SMITH & QUIMBY PARTNERSHIP C/O COLONIAL CARPETS 130 130
SMITH, DONALD LITTLEFIELD AND SMITH ASSOCIATES 1 1
SODERLAND, ROBERT A. TTEE ROBERT A. SODERLAND LIVING TRUST 130 130
SOLTESZ, LADISLAO (LES) 45 45
SOUTHERN ARIZONA ANESTESIA SERVICE PC MON PUR PEN PL&TR 130 130
AGMT UAD 7-11-85 FBO RONALD W YAKAITIS
SPAULDING, C. ARTHUR TTEE C. ARTHUR SPAULDING LVG TRUST 130 130
SPIGELMIRE, EILEEN C 130 130
SPOKANE RADIATION ONCOLOGY ASSOCIATES PROFIT SHARING 130 130
PLAN FBO DONALD A. SCHMUTZ, M.D
STANTON S. BERMAN MD PS PROFIT SHARING PLAN 130 130
STATE FARM MUTUAL INSURANCE CO. ATTN: JOHN CONCKLIN INVESTMENT DEPARTMENT 9,642 9,642
STEIN, H. THOMAS STEIN, MADLYN W. JTWROS 130 130
STEVENS, KENNY 519 519
STEVENS, RONALD W. STEVENS, ROSEMARY N. JTWROS 519 519
STRONG, F. CALVERT 130 130
STRONG, F. CALVERT & SMISSEN, PATRICIA JOAN CO-TTES OF THE 130 130
FRANCIS L. BUFFUM REV LIV TR UAD 12/9/92
SUSZ, MARK A. C/O INTER STATE SERVICE INC 519 519
SWANSON, MICHAEL SWANSON, MARTHA JTWROS 130 130
TESTA, ESTHER C. REVOCABLE TRUST 130 130
THE VICTOR FREEMAN INC PROFIT SHARING PLAN 130 130
THOMPSON, HUGH C. III 130 130
THORNER, BRITTMARIE 130 130
TOONE, EUGENE&WENAAS, JOHN E.J. COTTEES ARIZONA ORAL & 130 130
MAXILLOFACIAL SURGEONS, P.C PSP DTD 5-1-72 FBO: JOHN E.J. WENAAS
<PAGE>
Shares Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
TOUCHSTONE, BLAKE 519 519
TRUSLOW, CAROLINE 260 260
UDY, DOYLE C 260 260
UNION VENTURE CORPORATION ATTN: MIKE NAKAMA 1,777 1,777
WALKER, HOWARD A 519 519
WALLER, WILLIAM 130 130
WANG, ELISE T 25 25
WARD, JOHN M 130 130
WARTHMAN, FORREST 130 130
WASHINGTON, J. BARRY 130 130
WEBSTER, FRANK A. FBO JONATHAN A. WEBSTER CUST 130 130
WEEDEN CAPITAL MANAGEMENT ATTN: TOM FLAHERTY 203 203
WEINER, LAWRENCE WEINER, JOAN JT TEN 130 130
WEINER, STANFORD A 130 130
WEISS, WILLIAM J. WEISS, LOLA W 519 519
WEISSBERG, GLORIA 519 519
WELCH, HENRY W. TTEE FOR THE EDITH H. WELCH FAMILY TRUST DTD 12/29/83 260 260
WESTMINSTER MEMORIAL PARK INC 130 130
WESTMORELAND, WILLIAM 3,574 3,574
WIATER, JEROME P. MDPC 130 130
WILKINSON, LAWRENCE 130 130
WILLIAM T. MCGURN INC. PENSION PLAN AND TRUST 130 130
WILLIAM T. MCGURN INC. PROFIT SHARING PLAN & TRUST 130 130
WILLIAMS, LESLIE L 130 130
WILLSON, J. G. JR PARTNER JGW & COMPANY 130 130
WILSON, DOROTHY 4 4
WILSON, GEORGE 40 40
WILSON, GEORGE R. TRUSTEE FOR CHERYL WILSON 1 1
WILSON, GEORGE R. TRUSTEE FOR CURTIS WILSON 1 1
WILSON, GEORGE R. TRUSTEE FOR DAVID WILSON 1 1
WILSON, GEORGE R. TRUSTEE FOR JILL WILSON 1 1
WITT, AXEL WITT, MARGARET 519 519
WOO, DONNA JUNG 46 46
WOODSON, RONALD G. M.D. TTEE RONALD G. WOODSON, M.D. INC PROFIT SHARING PLAN 130 130
XANDER, ALBERT 130 130
<PAGE>
Shares Shares to be
Entitled to Offered for the
Prior to the Selling
Selling Shareholder Offering Shareholder(1)
- ---------------------------------------------------------------------------- ------------ ---------------
YEDDIS, ABE & BARBARA TEN ENT 130 130
YERKES, DOUGLAS D 519 519
YOAKAM, ROBERT E 779 779
YOCUM, MARTIN D. PHYLLIS D YOCUM COMM PROP 260 260
YOUNG, WILLIAM D. YOUNG, SHARYN JT TEN 260 260
YUEN, ELMER 9,663 9,663
ZICKUS, DONALD C 130 130
------- -------
804,407 804,407
<FN>
- --------------------------
(1) None of the Selling Shareholders beneficially owns 1% or more of the
Company's Common Stock, except for BIT Holding, Ltd., which if all Shares
were distributed to BIT's stockholders, would own approximately 1.15% of
the Company's Common Stock.
(2) 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.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The shares of Common Stock covered hereby may be distributed from time
to time by BIT to BIT Liquidating LLC, an Oregon limited liability company, or
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.
BIT and 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 BIT or 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
BIT or 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 BIT or the Selling
Shareholders in connection with such sales.
BIT, 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 BIT or the Selling Shareholders can
presently estimate the amount of such compensation. The Company knows of no
existing arrangements between any BIT, any Selling Shareholder, underwriter,
broker, dealer or other agent relating to the sale or distribution of the
Shares.
<PAGE>
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, BIT and 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 BIT and 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.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, par value $0.001, and 5,000,000 shares of Preferred
Stock, par value $0.001.
The following summary of certain provisions of the Common Stock and
Preferred Stock does not purport to be complete though the Company believes it
contains all the material provisions, and is subject to, and qualified in its
entirety by, the provisions of the Company's Certificate of Incorporation and by
the provisions of applicable law.
Common Stock
The Company's Common Stock is registered under Section 12(g) of the
Exchange Act. Subject to preferences that may be applicable to any outstanding
Preferred Stock which may be issued in the future, the holders of Common Stock
are entitled to receive ratably such non-cumulative dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor. The Common Stock has no preemptive or conversion rights or
other subscription rights. There are no redemption or sinking fund provisions
available to the Common Stock. The holders of Common Stock are entitled to one
vote per share on all matters to be voted upon by the stockholders, except that
stockholders may, in accordance with Section 214 of the Delaware General
Corporation Law, cumulate their votes in the election of directors. In the event
of liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to liquidation preferences, if any, of Preferred Stock
which may be issued in the future. All outstanding shares of Common Stock are
fully paid and non-assessable.
Preferred Stock
Pursuant to the Company's Certificate of Incorporation, the Board of
Directors of the Company has the authority to issue up to 5,000,000 shares of
Preferred Stock in one or more series, to fix the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock, and to fix the number of shares constituting any
series and the designations of such series, without any further vote or action
by the stockholders. Such issued Preferred Stock could adversely effect the
voting power and other rights of the holders of Common Stock. The issuance of
Preferred Stock may also have the effect of delaying, deferring or preventing a
change in control of the Company. At present, there are no outstanding shares of
Preferred Stock.
<PAGE>
Rights of Holders of Special Shares of PMC-Sierra, Inc.
The Special Shares of PMC-Sierra, Inc. are redeemable for Common Stock
of the Company. Special Shares do not have voting rights in the Company, but in
all other respects they represent the economic and functional equivalent of the
Common Stock of the Company for which they can be redeemed. Under applicable
law, each class of Special Shares will have class voting rights in certain
circumstances with respect to transactions that effect the rights of the class
and for certain extraordinary corporate transactions. Two kinds of Special
Shares are outstanding: A Special Shares and B Special Shares.
Delaware Law
Section 203 of the Delaware General Corporation Law, from which the
Company has not opted out in its Certificate of Incorporation, restricts certain
"business combinations" with "interested stockholders" for three years following
the date that a person or entity becomes an interested stockholder, unless the
Company's Board of Directors approves the business combination and/or certain
other requirements are met.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation.
EXPERTS
The consolidated financial statements and schedule of the Company
included in the Annual Report on Form 10-K of the Company's predecessor for the
year ended December 31, 1996, 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 $ 60,000.00
Accounting Fees and Expenses $125,000.00
Blue Sky Fees and Expenses --
Transfer Agent and Registration Fees $ 1,000.00
Miscellaneous expenses $ 1,758.71
-----------
Total $201,000.00
- --------------------------
(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.
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.
<PAGE>
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.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
NUMBER EXHIBIT DESCRIPTION
4.1(1) Certificate of Incorporation of the Registrant.
4.2(2) Bylaws of the Registrant.
4.3 Fourth Article of the Certificate of Incorporation of the
Registrant (included in Exhibit 4.1 above).
4.4 Specimen of the Registrant's Common Stock certificate.
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 (included in the signatures page to this
Registration Statement).
- --------------------------
(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant'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 Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
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;
<PAGE>
(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 Burnaby, British
Columbia, Canada on August 25, 1997.
This Amendment No. 2 to the Registration Statement on Form S-3 is being
filed, among others, pursuant to Rule 414 under the Securities Act by the
Registrant, 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, PMC had no assets or liabilities other than nominal assets or
liabilities. In connection with the Merger, PMC 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 Exchange Act. Except as modified by this Amendment, PMC, 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.
PMC-SIERRA, INC.
By: /S/ ROBERT L. BAILEY
-----------------------------
Robert L. Bailey
Chief Executive Officer
(Principal Executive Officer)
(Duly Authorized Officer)
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, 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 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/ ROBERT L. BAILEY Chief Executive Officer and Director August 25, 1997
- ------------------------ (Principal Executive Officer)
Robert L. Bailey
<PAGE>
/S/ JOHN SULLIVAN Vice President, Finance and Chief August 25, 1997
- ------------------------ Financial Officer (Principal
John Sullivan Financial and Accounting Officer)
/S/ JAMES V. DILLER Chairman of the Board of Directors August 25, 1997
- ------------------------
James V. Diller
/S/ COLIN BEAUMONT Director August 25, 1997
- ------------------------
Colin Beaumont
/S/ MICHAEL L. DIONNE Director August 25, 1997
- ------------------------
Michael L. Dionne
/S/ ALEXANDRE BALKANSKI Director August 25, 1997
- ------------------------
Alexandre Balkanski
/S/ FRANK J. MARSHALL Director August 25, 1997
- ------------------------
Frank J. Marshall
<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
4.4 Specimen of the Registrant'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
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 415-493-9300 FACSIMILE 415-493-6811
August 25, 1997
PMC-Sierra, Inc.
105-8555 Baxter Place
Burnaby, British Columbia
Canada
Re: Registration Statement on Form S-3 (File No. 333-15519)
Gentlemen & Ladies:
In connection with your adoption of the registration, and the
preparation and filing of Amendment No. 2 to the Registration Statement on Form
S-3, under the Securities Act of 1933, as amended, relating to the distribution
by Bipolar Integrated Technology, Inc. or BIT Liquidating LLC, an Oregon limited
liability company (collectively, "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 your 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 your Board of Directors, 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
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Amendment No. 2 to Form S-3 No. 333-15519), and related
Prospectus of PMC-Sierra, Inc. for the registration of 804,407 shares of its
common stock and to the incorporation by reference therein of our report dated
January 22, 1997, with respect to the consolidated 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 Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
August 25, 1997
