As filed with the Securities and Exchange Commission on March 1, 2000
Registration No. _______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(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
(650) 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. |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. |__|
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
Maximum Proposed
Title of Each Class Amount Offering Maximum Amount of
of Securities to be Price Per Aggregate Registration
to be Registered Registered Unit(1) Offering Price(1) Fee
- ----------------- ----------- ------------ ----------------- ------------
Common Stock, 296,676 $168.00 $49,841,568.00 $13,158.17
$.001 par value
- ----------------- ---------- ------------ ----------------- ------------
(1) Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act on the basis
of the average of the high and low prices of PMC's common stock on February 23,
2000 as quoted on the Nasdaq National Market.
<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.
296,676 Shares of Common Stock
The selling stockholders listed on page 3 of this prospectus 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 February 29, 2000, the last reported sale price of our common
stock was $193.0625 per share.
-----------------------
Investing in our common stock involves a high degree of risk. See "Risk
Factors" located on page 1 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 March 1, 2000
<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.
RISK FACTORS
This offering involves a high degree of risk. In addition to the other
information contained in this Registration Statement, before purchasing the
shares, you should carefully consider the risk factors described in "Factors You
Should Consider Before Investing In PMC-Sierra" in our Quarterly Report on Form
10-Q for the quarter ended September 26, 1999 and in other documents
subsequently filed with the Commission pursuant to Section 13 or 15 of the
Exchange Act. As a result of these risks, our business, financial condition or
operating results could be materially adversely affected. This could cause the
trading price of our common stock to decline, and you may lose part or all of
your investment.
We may become subject to additional risks in the future. We will
include these risks in future Annual and Quarterly Reports we file with the
Securities and Exchange Commission. These reports are incorporated into this
prospectus by reference on page 1. If you are making an investment decision
after the date of this prospectus and any of these reports have been filed, you
should also consult and carefully consider the risk factors and other
information in these reports. In addition, you should note that the fact that
certain risks are endemic to the industry does not lessen the significance of
the risk.
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 to the extent statements in this prospectus do not
modify or supersede them:
1. PMC's Annual Report on Form 10-K for the fiscal year ended December
27, 1998;
<PAGE>
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, June 27, 1999 and September 26, 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 Form
10-Q for the quarter ended September 26, 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.
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.
PMC-SIERRA, INC.
PMC was incorporated in the State of California in 1983 and
reincorporated into the State of Delaware in 1997.
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, Synchronized Optical Network, Synchronized Digital Hierarchy, 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.
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 below. All of the shares
offered are issued and outstanding as of the date of this prospectus. 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
selling stockholders listed below that are denoted by an asterisk next to their
names serve as employees of Toucan Technology Limited, a subsidiary of PMC:
Shares to be Offered for the
Selling Stockholder Selling Stockholder
- --------------------------------------------------------------------------------
Bryan Campbell* 70,324
Pat Sheehan* 70,324
Enterprise Ireland 18,944
Jim Finnegan 18,944
Delta Nominees (BIEF) Limited 57,794
Delta Nominees (DEF) Limited 28,896
Maurice Gleeson* 4,636
John Barry* 478
Anita Dore* 470
Cathal Curtis* 30
Geraldine Whelan* 1,860
Cormac Brick* 34
Mark Rawlings* 120
Charles Gillanders* 308
Maura Leahy* 30
Bruno DePaoli* 2,108
John Norman Walsh* 1,884
Niall Hanrahan* 926
Barry Lynch* 470
John Oliver Kavanagh* 926
Johann Ziegler* 632
David Thornton* 664
Michelle Lynch* 434
Edward Jones* 1,240
Adnan Boustany* 154
<PAGE>
Gerry Leavey* 7,578
Orla Keady* 30
Shane Clifford* 30
Michael Browne* 30
Paul Larkin* 30
Brendan Hallisey* 30
Una Quinlan* 6,138
TOTAL 296,676
<PAGE>
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 made at any price. 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.
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 upon such reports given
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 $13,158
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 $44,598
(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 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 of 1933, as amended (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
of 1934, as amended (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, 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 Burnaby, British Columbia, Canada, on
February 28, 2000.
PMC-SIERRA, INC.
By: /s/ ROBERT L. BAILEY
Robert L. Bailey, Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
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, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ ROBERT L. BAILEY President, Chief Executive February 28,2000
Robert L. Bailey Officer (Principal Executive
Officer) and Director
/s/ JOHN SULLIVAN Vice President, Finance February 28,2000
John Sullivan (Principal Financial and
Accounting Officer)
/s/ ALEXANDRE BALKANSKI Director February 28,2000
Alexandre Balkanski
/s/ COLIN BEAUMONT Director February 28,2000
Colin Beaumont
/s/ JAMES V. DILLER Chairman of the Board February 28,2000
James V. Diller of Directors
/s/ FRANK J. MARSHALL Director February 28,2000
Frank J. Marshall
<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
February 28, 2000
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 296,676 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 296,676 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
February 29, 2000
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 296,676 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
Vancouver, British Columbia, Canada
March 1, 2000
