UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 28, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from:_______ to ________
Commission File Number 0-19084
PMC-Sierra, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-2925073
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
105-8555 BAXTER PLACE
BURNABY, BRITISH COLUMBIA, V5A 4V7
CANADA
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (604) 415-6000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant, based upon the closing sale price of the Common Stock on February
17, 1998, as reported by the Nasdaq National Market, was approximately
$845,732,084. Shares of Common Stock held by each executive officer and director
and by each person who owns 5% or more of the outstanding voting stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
As of February 17, 1998, the Registrant had 29,937,325 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Proxy Statement for Registrant's 1998 Annual Meeting
of Shareholders are incorporated by reference in Items 10, 11, 12
and 13 Part III of this Form 10-K Report.
<PAGE>
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Consolidated Financial Statements
---------------------------------
The financial statements (including the notes thereto) listed in
the accompanying index to financial statements and financial
statement schedules are filed within this Annual Report on Form
10-K.
2. Financial Statement Schedules
-----------------------------
The financial statement schedule listed on page 22 in the
accompanying index to financial statements and financial statement
schedule is filed within this Annual Report on Form 10-K.
3. Exhibits
--------
The exhibits listed under Item 14(c) are filed as part of this Form
10-K Annual Report.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed by the Company in the quarter
ended December 31, 1997.
(c) Exhibits pursuant to Item 601 of Regulation S-K.
------------------------------------------------
<TABLE>
<CAPTION>
Exhibit Description Page
Number Number
------- -------------------------------------------------------------------------- ------
<S> <C> <C> <C>
2.1 Exchange Agreement dated September 2, 1994 between the Company and Ltd. (C)
2.2 Amended and Restated Shareholders' Agreement dated September 2, 1994 (C)
among the Shareholders of PMC-Sierra, Inc.
2.3 Amendment to Exchange Agreement effective August 9, 1995 (F)
2.4 Agreement and Plan of Merger between Delaware PMC Sierra, Inc., a (I)
Delaware Corporation and PMC-Sierra, Inc., a California Corporation
3.1 Certificate of Incorporation (M)
3.1A Certificate of Amendment to the Certificate of Incorporation --
filed June 13, 1997
3.1B Certificate of Amendment to the Certificate of Incorporation --
filed July 11, 1997
3.2 Bylaws, as amended --
4.1 Specimen of Common Stock Certificate (L)
4.3 Terms of PMC-Sierra, Inc. Special Shares (D)
4.4 Silicon Valley Bank Business Loan Agreement and Promissory Note, each (G)
dated November 29, 1990 and Security Agreement
dated February 22, 1990
4.4B Amendment dated December 29, 1996 to the Silicon Valley Bank Business (K)
Loan Agreement and Promissory Note, dated November 29, 1990 and
Security Agreement dated February 22, 1990.
10.1B 1987 Incentive Stock Plan, as amended (B)
10.2 1991 Employee Stock Purchase plan, as amended (A)
10.4 Form of Indemnification Agreement between the Company and its directors (I)
and officers
<PAGE>
Exhibit Description Page
Number Number
------- -------------------------------------------------------------------------- ------
10.8 Warrants to Purchase Common Stock (A)
10.8B Warrant Purchase Agreement and Warrants to Purchase Shares of Common (K)
Stock dated August 28, 1996
10.9D Technology License Agreement dated November 18, 1987, as amended (A)
July 17, 1990
10.17 PMC-Sierra, Inc. 1994 Incentive Stock Plan (E)
10.18 Deposit Agreement with Chartered Semiconductor Pte. Ltd.* (H)
10.18B Amendment Agreement (No. 1) to Deposit Agreement with Chartered (K)
Semiconductor Pte. Ltd.*
10.19 Option Agreement among Sierra Semiconductor Corporation, PMC-Sierra, (K)
Inc., and Taiwan Semiconductor Manufacturing Corporation*
10.21 PMC-Sierra Inc. (Portland) 1996 Stock Option Plan --
10.22 Net Building Lease (PMC-Sierra, Ltd.), dated May 15, 1996 (K)
11.1 Calculation of earnings per share (O)
16.1 Letter regarding change in certifying accountant (N)
21.1 Subsidiaries --
23.1 Consent of Ernst & Young LLP, Independent Auditors --
23.2 Consent of Deloitte & Touche, Independent Auditors --
24.1 Power of Attorney --
27.1 Financial Data Schedule (filed herewith) --
<FN>
* Confidential treatment has been granted as to a portion of this exhibit.
(A) Incorporated by reference from the same-numbered exhibit filed with
the Registrant's Registration Statement on Form S-1 (No. 33-39406).
(B) Incorporated by reference from the same-numbered exhibit filed with
the Registrant's Form 10-K Annual Report for the fiscal year ended
January 3, 1993.
(C) Incorporated by reference from the same-numbered exhibit filed with
the Registrant's Current Report on Form 8-K, filed on September 16,
1994, as amended.
(D) Incorporated by reference from exhibit 4 of the Schedule 13-D filed on
November 2, 1994 by GTE Corporation.
(E) Incorporated by reference from the same numbered exhibit filed with
the Registrant's Form 10-K Annual report for the fiscal year ended
January 2, 1994.
(F) Incorporated by reference from exhibit 2.1 filed with Registrant's
Current Report on Form 8-K, filed on September 6, 1995, as amended on
October 6, 1995.
(G) Incorporated by reference from the same numbered exhibit filed with
the Registrant's Registration Statement on Form S-1 (No. 33-39406).
(H) Incorporated by reference from the same numbered exhibit filed with
the Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1995.
(I) Incorporated by reference from the same numbered exhibit filed with
Registrant's Form 10-Q for the quarter ended June 30, 1997.
(J) Incorporated by reference from exhibit 3.1 filed with Registrant's
Form 10-Q for the quarter ended June 30, 1997.
<PAGE>
(K) Incorporated by reference from the same numbered exhibit filed with
the Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1996.
(L) Incorporated by reference from exhibit 4.4 filed with Registrant's
Current Report on Form 8-K, filed on August 29, 1997.
(M) Incorporated by reference from exhibit 3.1(1) filed with Registrant's
Current Report on Form 8-K, filed on August 29, 1997.
(N) Incorporated by reference from exhibit 16.1 filed with Registrant's
Current Report on Form 8-K, filed on April 18, 1997.
(O) Refer to Note 12 of the financial statements included in Item 8 of
Part II of this report.
</FN>
</TABLE>
(d) Financial Statement Schedules required by this item are listed on page
22 in the accompanying index to the financial statements.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
PMC-SIERRA, INC.
(Registrant)
Date: March 20, 1998 /s/ Robert L. Bailey
--------------------------
Robert L. Bailey, Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Bailey and John W. 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
Report on Form 10-K, 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 or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ James V. Diller Chairman of the Board and Director March 20, 1998
- ------------------- --------------
James V. Diller
/s/ Robert L. Bailey Director and Chief Executive Officer March 20, 1998
- -------------------- --------------
Robert L. Bailey
/s/ John W. Sullivan Vice President Finance, Chief Financial Officer March 20, 1998
- -------------------- (and Principal Accounting Officer) --------------
John W. Sullivan
/s/ Michael L. Dionne Director March 20, 1998
- --------------------- --------------
Michael L. Dionne
/s/ Colin Beaumont Director March 20, 1998
- ------------------ --------------
Colin Beaumont
/s/ Frank Marshall Director March 20, 1998
- ------------------ --------------
Frank Marshall
/s/ Alexandre Balkanski Director March 20, 1998
- ----------------------- --------------
Alexandre Balkanski
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description Page
Number Number
3.1A Certificate of Amendment to the Certificate of Incorporation --
filed June 13, 1997
3.1B Certificate of Amendment to the Certificate of Incorporation --
filed July 11, 1997
3.2 Bylaws, as amended --
10.21 PMC-Sierra Inc., (Portland) 1996 Stock Option Plan --
21.1 Subsidiaries --
23.1 Consent of Ernst & Young LLP, Independent Auditors --
23.2 Consent of Deloitte & Touche, Independent Auditors --
24.1 Power of Attorney --
27.1 Financial Data Schedule (filed herewith) --
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from PMC-Sierra,
Inc.'s consolidated financial statements as of and for the year ended December
28, 1997 and is qualified in its entirety by reference to such financial
statements. Amounts are rounded to thousands (except for per share amounts).
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-END> DEC-28-1997
<CASH> 27,906
<SECURITIES> 41,334
<RECEIVABLES> 16,173
<ALLOWANCES> 1,070
<INVENTORY> 3,199
<CURRENT-ASSETS> 93,500
<PP&E> 35,025
<DEPRECIATION> 15,326
<TOTAL-ASSETS> 149,378
<CURRENT-LIABILITIES> 34,905
<BONDS> 0
0
0
<COMMON> 30
<OTHER-SE> 143,153
<TOTAL-LIABILITY-AND-EQUITY> 149,378
<SALES> 127,166
<TOTAL-REVENUES> 127,166
<CGS> 33,065
<TOTAL-COSTS> 33,065
<OTHER-EXPENSES> 45,160
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,949
<INCOME-PRETAX> 49,985
<INCOME-TAX> 15,727
<INCOME-CONTINUING> 34,258
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34,258
<EPS-PRIMARY> 1.10
<EPS-DILUTED> 1.05
</TABLE>
