As filed with the Securities and Exchange Commission on March 30, 2000
Registration No. 333-31450
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 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)
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)
Delaware 94-2925073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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. [__]
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>
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Information contained in this prospectus 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 March 29, 2000, the last reported sale price of our common
stock was $190.13 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 30, 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
That You Should Consider Before Investing In PMC-Sierra" in our Annual Report on
Form 10-K for the year ended December 26, 1999, as amended, 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.
<PAGE>
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
26, 1999, as amended;
2. PMC's Current Report on Form 8-K dated March 20, 2000.
3. the description of our common stock in our Annual Report on Form
10-K for the year ended December 26, 1999, as amended; and
4. 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
Gerry Leavey* 7,578
Orla Keady* 30
Shane Clifford* 30
Michael Browne* 30
Paul Larkin* 30
Brendan Hallisey* 30
Una Quinlan* 6,318
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. as of
December 31, 1999 and 1998, and for each of the years in the three-year period
ended December 31, 1999, have been incorporated by reference herein in reliance
upon the report of Deloitte & Touche LLP, independent auditors, incorporated by
reference herein, and upon the authority of said 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 $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
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(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 Deloitte & Touche LLP.
+ Previously filed
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.
<PAGE>
(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 Burnaby, British Columbia, Canada, on
March 30, 2000.
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 Officer March 30, 2000
- ------------------------ (Principal Executive Officer)
Robert L. Bailey and Chairman of the Board of
Directors
/s/ JOHN SULLIVAN Vice President, Finance (Principal March 30, 2000
- ------------------------ Financial and Accounting Officer)
John Sullivan
/s/ ALEXANDRE BALKANSKI* Director March 30, 2000
- ------------------------
Alexandre Balkanski
/s/ COLIN BEAUMONT* Director March 30, 2000
- ------------------------
Colin Beaumont
/s/ JAMES V. DILLER* Director March 30, 2000
- ------------------------
James V. Diller
/s/ FRANK J. MARSHALL* Director March 30, 2000
- ------------------------
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 Deloitte & Touche LLP
+ Previously filed
EXHIBIT 23.2
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 17, 2000, 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 26,
1999, as amended, filed with the Securities and Exchange Commission.
/s/DELOITTE & TOUCHE LLP
Vancouver, British Columbia, Canada
March 30, 2000
