As filed with the Securities and Exchange Commission on September 23, 1999
Registration No.333-86951
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PMC-SIERRA, INC.
(Exact name of Registrant as specified in its charter)
8555 Baxter Place, Suite 105
Burnaby, British Columbia
Canada, V5A 4V7
(604) 415-6000
Delaware 94-2925073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
(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
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Neil Wolff
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(415) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[___]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, please check
the following box. [____]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
- --------------------------------------------------------------------------------
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
PMC-SIERRA, INC.
3,597,123 SHARES OF COMMON STOCK
We are offering up to 3,597,123 shares of our common stock held by
several selling stockholders listed on page 4 of this prospectus. The shares
were issued or became issuable to the selling stockholders on August 27, 1999 by
virtue of the merger of a subsidiary of PMC-Sierra, Inc., with and into Abrizio
Inc., a California corporation. The issuance of the shares was exempt from the
registration requirements of the Securities Act of 1933.
The 3,597,123 shares consist of:
- 87,290 shares of PMC common stock issuable upon exercise of
warrants by selling stockholders identified on page 4 of this prospectus.
- 3,509,833 shares of PMC common stock held by selling
stockholders listed on page 4 of this prospectus.
The selling stockholders may sell or distribute the shares through
underwriters, dealers, brokers or other agents, or directly to one or more
purchasers. The price may be the market price prevailing at the time of sale or
a price privately negotiated.
We will not receive any of the proceeds from the sale of the shares.
However, we will pay substantially all expenses incident to their registration.
Our common stock is quoted on the Nasdaq National Market under the
symbol "PMCS." On September 22, 1999, the last reported sale price of our common
stock was $99.81 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" LOCATED ON PAGE 3 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE PMC COMMON STOCK TO BE
ISSUED IN CONNECTION WITH THIS PROSPECTUS OR DETERMINED WHETHER THIS PROSPECTUS
IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is _________, 1999
<PAGE>
YOU SHOULD RELY ONLY ON INFORMATION OR REPRESENTATIONS CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS. NO ONE HAS BEEN AUTHORIZED TO
PROVIDE YOU WITH ANY DIFFERENT INFORMATION.
Our business and affairs may change following the date of this
prospectus. We do not have an obligation to update the information in this
prospectus after the date on the cover page.
WHERE YOU CAN FIND MORE INFORMATION
PMC files annual, quarterly and current reports, proxy and information
statements and other information with the Securities and Exchange Commission.
You can inspect and copy these reports, proxy and information statements and
other information concerning PMC at the Commission's public reference facilities
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the
Commission's regional offices at Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661 and Seven World Trade Center, New York, New York 10048.
Information on the operation of the Public Reference Room is available by
calling the Commission at 1-800-SEC-0330. 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 about PMC.
This prospectus is part of the Registration Statement on Form S-3 that
PMC filed with the commission to register shares of its common stock. This
prospectus does not contain all of the information contained in the Registration
Statement. Parts of documents are incorporated by reference into this
prospectus. You should read these documents in their entirety rather than
relying just on the parts incorporated by reference. Some of these documents are
exhibits to the Registration Statement. The Registration Statement together with
its exhibits can be inspected and copied at the public reference facilities and
regional offices of the Commission referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by PMC with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this prospectus:
1. PMC's Annual Report on Form 10-K for the fiscal year ended
December 27, 1998;
2. the Proxy Statement for PMC's 1999 Annual Meeting of
Stockholders;
3. PMC's Quarterly Reports on Form 10-Q for the quarters ended March
28, 1999 and June 27, 1999;
4. PMC's Current Reports on Form 8-K dated August 25, 1999 and
September 3, 1999.
5. the description of our common stock in our Quarterly Report on
10-Q for the quarter ended June 27, 1999; and
6. all reports, definitive proxy statements and other documents
filed by PMC 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 this offering.
Any statement in this prospectus incorporated by reference is only
incorporated to the extent that other statements in this prospectus do not
modify or supersede it.
<PAGE>
You may request 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 in writing
or by phone to:
PMC-Sierra, Inc..
Investor Relations
8555 Baxter Place, Suite 105
Burnaby, British Columbia
Canada V5A 4V7
Telephone Number: (604) 415-6000
PMC will provide these documents and information to you without charge.
THE COMPANY
PMC was incorporated in the State of California in 1983 and
reincorporated into the State of Delaware in 1997. All references to "PMC", "we"
or "us" are to PMC-Sierra, Inc. and include its subsidiaries, unless the context
requires otherwise. Our principal executive office is located at 105-8555 Baxter
Place, Burnaby, B.C., Canada V5A 4V7. Our telephone number at that location is
(604) 415-6000. Our Common Stock trades on the Nasdaq National Market under the
symbol "PMCS."
We design, develop, market and support high-performance semiconductor
networking solutions. Our products are used in the high speed transmission and
networking systems which are being used to restructure the global
telecommunications and data communications infrastructure.
We provide components for equipment based on Asynchronous Transfer Mode
("ATM"), Synchronized Optical Network ("SONET"), Synchronized Digital Hierarchy
("SDH"), T1/E1/J1 and T3/E3/J2 access transmission and Ethernet protocols. Our
networking products adhere to international standards and are sold on the
merchant market to over 100 customers either directly or through our worldwide
distribution channels.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Some statements and information in this prospectus constitute
"forward-looking statements" within the meaning of the federal securities laws.
Our results, performance, or achievements may be materially different from those
expressed or implied by such forward-looking statements. We may not nor are we
obligated to, release revisions to forward-looking statements to reflect
subsequent events.
RISK FACTORS
An investment in the shares involves a high degree of risk. In addition
to the other information contained in this prospectus, before purchasing the
shares, prospective investors should carefully consider the risk factors
described as "Factors That You Should Consider Before Investing In PMC-Sierra"
in our Quarterly Report on Form 10-Q for the quarter ended June 27, 1999.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares covered by
this prospectus. We will, however, pay substantially all expenses related to the
registration of the shares.
<PAGE>
SELLING STOCKHOLDERS
The name of each selling stockholder and the aggregate number of shares
of common stock registered by this Registration Statement that each selling
stockholder may offer and sell are set out in the table on page 4. All of the
shares offered are issued and outstanding as of the date of this prospectus
other than 87,290 shares of common stock issuable upon exercise of warrants by
selling stockholders identified in the table on page 4. Because the selling
stockholders may sell or distribute all or a portion of the shares at any time
and from time to time after the date of this prospectus, we cannot estimate the
number of shares of common stock that each selling stockholder may have upon
completion of this offering. As of the date of this prospectus, the following
selling stockholders serve as employees or consultants of Abrizio:
- - Anders Swahn
- - Nick McKeown
- - Shang-Tse Chuang
- - Gregory Charles Adam Watson
- - Constantine Calamvokis
- - Rolf Muralt
- - Steven C. Lin
- - Saroj Behera
- - Leo Quilici
- - Zubair Hussain
- - Gireesh Shrimali
<PAGE>
Shares to be Offered for the
Selling Stockholder Selling Stockholder
- --------------------------------------------------------------------------------
Anders Swahn 632,145
Nick McKeown 632,145
Stanford University 58,699
Frank Marshall 9,482
Fenwick & West LLP 7,525
Shang-Tse Chuang 11,128
Gregory Charles Adam Watson 11,852
Constantine Calamvokis and Alison Lang, 7,901
Community Property
Rolf Muralt 6,848
Steven C. Lin and Robin A. Lin, Community Property 6,848
Saroj Behera 22,125
Leo Quilici 9,218
Zubair Hussain 34,767
Gireesh Shrimali 4,741
Benchmark Capital 903,064
Sequoia Capital VIII 818,446
Sequoia International Technology Partners VIII 10,385
Sequoia International Technology Partners VIII (Q) 54,183
CMS Partners LLC 18,061
Sequoia 1997 1,987
F&W Investments 1998 7,675
Michael Dowling 601
Soleil Moscona 4,515
Dorothy Keggi 3,010
Jim Salvatore 3,010
Patrick A. McKeown 2,257
Jeremy P. McKeown 1,354
Alistair J. McKeown 903
Hanh V. Le and Thien-Hoa T. Truong 2,408
Dew T. Le and Michael F. Dawson 903
Nho T.T. LeHinds and Roger E. LeHinds 451
Sean Nhan 903
Trang T. Rowe and David Rowe 1,053
Nga T. Le and Mark S. Wolter 1,053
<PAGE>
Allied Telesis KK (1) 30,808
Timark LP 52,978
Leo P. Quilici Pension and Profit 13,829
Sharing Plan dated 12/28/90 (2)
Hennessy 1993 Revocable Trust (3) 18,353
Ron Schmidt (4) 45,883
Reed Hastings (5) 45,883
Morgan Littlewood (6) 22,941
Carmelo Santoro, Trustee, The Carmelo J.
and Nancy J. Santoro Family Trust, July 13, 1990 52,226
VLLI (7) 22,576
TOTAL 3,597,123
-------------------------------------------------------------------------
1 Includes 15,050 shares issuable upon exercise of warrants.
2 Includes 6,019 shares issuable upon exercise of warrants.
3 Includes 6,020 shares issuable upon exercise of warrants.
4 Includes 15,050 shares issuable upon exercise of warrants.
5 Includes 15,050 shares issuable upon exercise of warrants.
6 Includes 7,525 shares issuable upon exercise of warrants.
7 Includes 22,576 shares issuable upon exercise of warrants.
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by or for the
account of the selling stockholders. The selling stockholders will act
independently of PMC in making decisions with respect to these sales.
The selling stockholders may use underwriters, dealers, brokers or
other agents to sell or distribute some or all of the shares or may deal
directly with one or more purchasers. They may use block sales, Nasdaq, the
over-the-counter market, privately negotiated transactions or a combination of
these. These sales may be at the market price at the time of sale, at prices
related to the market price, at privately negotiated prices, or at fixed prices,
which may be changed. Brokers, dealers, agents or underwriters participating in
these sales as agent may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders. If they act as agent
for the purchaser of such shares, they may also receive compensation from the
purchaser.
The selling stockholders and any underwriters, brokers, dealers or
agents that participate in distribution of the shares may be deemed
"underwriters" within the meaning of the Securities Act, and any discounts,
commissions or concessions they receive might be deemed to be underwriting
discounts and commissions under the Securities Act. Neither PMC nor the selling
stockholders can presently estimate the amount of such compensation. PMC does
not know of any existing arrangements relating to the sale or distribution of
the shares among any selling stockholders or between any selling stockholders
and any underwriter, broker, dealer or other agent.
<PAGE>
Compliance with the Exchange Act may affect the marketability of our
common stock. The Exchange Act does not allow any person engaged in a
distribution of any of the shares to simultaneously engage in market activities
with respect to our other common stock for nine business days prior to the
commencement of the distribution. In addition, the selling stockholders will be
subject to other applicable provisions of the Exchange Act, including without
limitation Rules 10b-5, 10b-6 and 10b-7, that may limit the timing of purchases
and sales of any of the shares.
PMC will pay substantially all of the expenses of this offering of the
shares by the selling stockholders other than commissions and discounts of
underwriters, brokers, dealers or agents.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for PMC
by Wilson Sonsini Goodrich & Rosati, Professional Corporation.
EXPERTS
The consolidated financial statements of PMC-Sierra, Inc. at December
31, 1998, for the two years in the period then ended, and at December 31, 1997,
appearing in this prospectus and Registration Statement have been audited by
Deloitte & Touche LLP, independent auditors, and for the year ended December 31,
1996, by Ernst & Young LLP, independent auditors, as described in their
respective reports. The financial statements, as described in the reports, are
incorporated by reference in this prospectus in reliance on the authority of
these firms 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 $93,060
Nasdaq Additional Listing Fee $17,500
Printing and Engraving Expenses $10,000
Legal Fees and Expenses $15,000
Accounting Fees and Expenses -
Blue Sky Fees and Expenses -
Transfer Agent and Registration Fees $5,000
Miscellaneous expenses $1,440
Total $142,000
---------------------------------------------
(1) All of such expenses, other than the filing fee for the Commission and
additional listing fee for Nasdaq, are estimates and are subject to future
contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of PMC eliminates the liability of
directors to PMC 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 PMC 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 PMC 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.
PMC's Bylaws provide that PMC shall indemnify its directors and
officers and may indemnify its employees and other agents to the fullest extent
permitted by law. PMC believes that indemnification under its Bylaws covers at
least negligence and gross negligence on the part of indemnified parties. PMC's
Bylaws also permit PMC 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 PMC would have the power to indemnify him
or her against such liability under the General Corporation Law of Delaware. PMC
currently has secured such insurance on behalf of its officers and directors.
PMC has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in PMC's Bylaws. Subject
to certain conditions, these agreements, among other things, indemnify PMC'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 PMC, arising
out of such person's services as a director or officer of PMC, any subsidiary of
PMC or any other company or enterprise to which the person provides services at
the request of PMC.
<PAGE>
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
NUMBER EXHIBIT DESCRIPTION
5.1 Opinion of Counsel as to the validity of the Shares.
23.1 Consent of Counsel (included in Exhibit 5.1 above).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Deloitte & Touche LLP.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed with or
furnished by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
this 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.
<PAGE>
(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, the
Registrant has duly caused this Amendment No. 1 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in
Burnaby, British Columbia, Canada on this 23rd day of September 1999.
PMC-SIERRA, INC.
By: /s/JOHN SULLIVAN
----------------------------------------
John Sullivan
Vice President, Finance
(Principal Financial and Accounting
Officer)
Signature Title Date
/s/ ROBERT L. BAILEY* President, Chief Executive September 23, 1999
- -------------------- Officer (Principal Executive
Robert L. Bailey Officer) and Director
/s/JOHN SULLIVAN Vice President, Finance September 23, 1999
- ---------------- (Principal Financial
John Sullivan and Accounting Officer)
/s/ALEXANDRE BALKANSKI* Director September 23, 1999
- ----------------------
Alexandre Balkanski
/s/COLIN BEAUMONT* Director September 23, 1999
- -----------------
Colin Beaumont
/s/JAMES V. DILLER* Chairman of the Board September 23, 1999
- ------------------ of Directors
James V. Diller
/s/FRANK J. MARSHALL* Director September 23, 1999
- --------------------
Frank J. Marshall
*By: /s/JOHN SULLIVAN
- ---------------------
John Sullivan
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
5.1 Opinion of Counsel as to the validity of the Shares.
23.2 Consent of Ernst & Young LLP
23.3 Consent of Deloitte & Touche LLP
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
September 23, 1999
PMC-Sierra, Inc.
105-8555 Baxter Place
Burnaby, British Columbia
Canada V5A 4V7
Re: Registration Statement on Form S-3
Gentlemen & Ladies:
This opinion is given in connection with the Registration Statement on
Form S-3 under the Securities Act of 1933 relating to the sale by the persons
named therein to the public of up to 3,597,123 shares of your Common Stock,
$0.001 par value per share ("Shares").
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 (Form S-3) and related Prospectus of PMC-Sierra, Inc. for
the registration of up to 3,597,123 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 27, 1998, filed with the Securities and
Exchange Commission
/s/Ernst & Young LLP
San Jose, California
September 21, 1999
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3),and related prospectus of PMC-Sierra, Inc.
for the registration of up to 3,597,123 shares of its common stock and to the
incorporation by reference therein of our report dated January 21, 1999, with
respect to the consolidated financial statements and schedule of PMC-Sierra,
Inc. included in its Annual Report (Form 10-K) for the year ended December 27,
1998, filed with the Securities and Exchange Commission.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Vancouver, British Columbia, Canada
September 20, 1999
