As filed with the Securities and Exchange Commission on April 12,2000
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. |__|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------- ----------------------- ------------------------ ----------------------------- --------------------
Proposed Maximum
Title of Each Class of Amount Offering Price Per Proposed Maximum Aggregate Amount of
Securities to be Registered to be Registered (1) Unit (2) Offering Price (2) Registration Fee
- -------------------------------- ----------------------- ------------------------ ----------------------------- --------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.001 par value 1,716,072 $164.37 $282,070,754 $74,466
- -------------------------------- ----------------------- ------------------------ ----------------------------- --------------------
<FN>
(1) Includes 63,162 shares of common stock issuable upon exercise of a
warrant by selling stockholders identified in this prospectus.
<PAGE>
(2) 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 April
5, 2000 as quoted on the Nasdaq National Market.
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, as amended or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed
without notice. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
- --------------------------------------------------------------------------------
<PAGE>
Subject to Completion
PMC-SIERRA, INC.
1,716,072 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 April 11, 2000, the last reported sale price of our common
stock was $165.18 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 April 12, 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 Annual Report on Form
10-K for the fiscal year ended December 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:
<PAGE>
1. PMC's Annual Report on Form 10-K for the fiscal year ended
December 26, 1999;
2. PMC's Current Reports on Form 8-K dated March 20, 2000.
3. The description of PMC's Common Stock to be offered hereby is
contained in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended on June 27, 1999 filed with the Commission
pursuant to Section 13(a) of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description; 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 who are denoted by an asterisk next to their
names serve as directors, officers or employees of Extreme Packet Devices Inc, a
British Columbia corporation and a subsidiary of PMC:
<PAGE>
Shares to be Offered
Selling Stockholder for the Selling Stockholder
------------------------------------------------------------------------------
Henry Chow* 134,609
Peter Chow 11,199
Diane Chow 11,199
Shirley (Beulieua) Chow 11,199
Hope Chow and Jane Chow, jointly 11,199
Olga Leighton 22,398
Brad Janoska 22,398
Albert Heller* 108,851
Lisa Wallace 67,194
Mark Waite* 29,117
Deborah L. Weinstein* 38,172
Scott Marshall* 33,597
Wesley Clover Corporation 508,935
Tomas Valis* 41,884
Andrew Waitman 15,678
Furneaux & Company (Canada) LLC 96,759(1)
Telantis Venture Partners V Inc. 16,426
Harold Hughes 16,426
Lou Volpe 16,426
Antoine Paquin 11,199
James Orlando 4,925
Alex Stroud 4,479
Mark Janoska* 122,748
Scott Morrison* 26,184
<PAGE>
ScotiaMcLeod Account No. 4865613816 itf Scott Morrison* 3,359
Jason Chen* 7,538
ScotiaMcLeod Account No. 4865614319 itf Jason Chen* 2,092
ScotiaMcLeod Account No. 4865614715 itf Burt Christian* 3,359
Burt Berel S. Christian* 2,239
Nesbitt Burns Account No. 4610290910 itf Bruce Gregory* 3,359
RBC Dominion Securities Account No. 4973433115 itf
itf Paul Lamers* 3,359
Paul Lamers* 2,239
Johanna Meunier* 3,247
ScotiaMcLeod Account No. 4865614012 itf Johanna Meunier* 559
ScotiaMcLeod Account No. 4967806516 itf Gareth O'Loughlin* 5,061
Gareth O'Loughlin* 985
Shailendra Paliwal* 4,367
ScotiaMcLeod Account No. 4865614210 itf Shailendra Paliwal* 3,919
ScotiaMcLeod Account No. 4865615712
itf Hossain Pezeshki-Esfahani* 1,343
Hossain Pezeshki-Esfahani* 44
ScotiaMcLeod Account No. 4989007713 itf Morgan Smail* 2,913
ScotiaMcLeod Account No. 4988149011 itf Morgan Smail* 226
ScotiaMcLeod Account No. 4973033915 itf Morgan Smail* 219
Morgan Smail* 447
Chris Thompson* 2,687
ScotiaMcLeod Account No. 4865614111 itf Chris Thompson* 671
Hans van der Schoot* 2,335
ScotiaMcLeod Account No. 4865613519 itf Hans van der Schoot* 1,119
ScotiaMcLeod Account No. 4865617015 itf James Aitken* 1,679
James Aitken* 537
Canaccord Capital Corporation Account
No. 598-102S-0 itf Ronald Alleyne* 2,687
Anna Ekstrandh* 2,631
Merrill Lynch Account No. 16AF4JS itf Anna Ekstrandh* 167
ScotiaMcLeod Account No. 4865617213 itf Dennis Lee* 1,679
Dennis Lee* 10,079
Silas Li* 335
ScotiaMcLeod Account No. 4865618419 itf Ana-Maria Andreescu* 447
ScotiaMcLeod Account No. 4865619318 itf Nicolas Bazerly* 223
<PAGE>
Luc Chouinard* 1,343
Faisal Dada* 335
ScotiaMcLeod Account No. 4865619417 itf Faisal Dada* 895
John Langevin* 839
Jeff Romanko* 783
ScotiaMcLeod Account No. 4865618815 itf Andrei Tarnauceanu* 671
Steven Taylor* 1,147
ScotiaMcLeod Account No. 4865616116 itf Steven Taylor* 734
Gareth Williams* 1,119
ScotiaMcLeod Account No. 4865618310 itf Gareth Williams* 559
Shen Hong Chin* 2,127
ScotiaCapital Inc. Account No. 4865618914 itf Shen Hong Chin* 335
Pascal de Wit* 880
ScotiaCapital Account No. 4865619219 itf Pascal de Wit* 1,343
Jing Fu* 268
Serge Gaiotti* 447
Walter Haas* 89
Xiang Li* 268
James Strober* 904
ScotiaCapital Account No. 4865619516 itf James Strober* 1,433
Ronald Sabourin* 1,119
James Schellenberg 1,119
Rick Hester 447
Kodiak Venture Partners, L.P. 149,320
Centara Investments Inc. 47,085
Ontario Teachers' Pension Plan Board 24,886
Iman Abdo* 248
ScotiaMcLeod Account No. 4865832614 itf Iman Abdo* 497
ScotiaMcLeod Account No. 4865829719 itf Maher Amer* 740
Arnel Collins* 398
ScotiaMcLeod Account No. 4865835211 itf Max Harris* 248
Max Harris* 497
Nesbitt Burns Account No. 536030115 itf Almas Jaffer* 111
ScotiaMcLeod Account No. 4865830311 itf Alim Ladha* 223
<PAGE>
ScotiaMcLeod Account No. 486-58294-12 itf Eric Marenger* 559
Peter Noel* 746
Allan Obas* 49
ScotiaMcLeod Account No. 4973120910 itf Julien Ollivier* 746
Roxan Saint-Hilaire* 497
ScotiaMcLeod Account No. 4865829214 itf Roxan Saint-Hilaire* 248
Amre Sultan* 746
Patrick Tsinany* 248
ScotiaMcLeod Account No. 4865833018 itf Patrick Tsinany* 497
David Wilkinson* 223
Stanislas Wolski* 746
Richard White* 746
Wayne Cooke* 746
Sherif Eldin* 746
Anna Kazmierczak* 746
Alexander Mazor* 746
Derek Mudd* 746
Serge Turgeon* 746
Stephane Gagnon* 746
TOTAL 1,716,081
(1) Includes 63,162 shares issuable upon exercise of a warrant.
<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 December 31, 1998, and for each of the three years in the
period ended December 31, 1999, have been audited by Deloitte & Touche LLP,
independent auditors as described in its report. The financial statements, as
described in the report, are incorporated by reference in this prospectus in
reliance on the authority of the firm as an expert 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 $74,466
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 $2,000
Total $106,466
- ------------------------
(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).
23.2 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
April 12, 2000.
PMC-SIERRA, INC.
By: /s/ ROBERT L. BAILEY
-----------------------------------------
Robert L. Bailey, President, Chief
Executive Officer and Chairman of the
Board of Directors (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 Officer
- -------------------- and Chairman of the Board of Directors
Robert L. Bailey (Principal Executive Officer) April 12, 2000
/s/JOHN SULLIVAN Vice President of Finance and
- ----------------- Chief Financial Officer (Principal
John Sullivan Financial and Accounting Officer) April 11, 2000
- ----------------------
Alexandre Balkanski Director April 12, 2000
/s/COLIN BEAUMONT
- ------------------
Colin Beaumont Director April 11, 2000
/s/JAMES V. DILLER
- -------------------
James V. Diller Director April 11, 2000
/s/FRANK J. MARSHALL
- ---------------------
Frank J. Marshall Director April 11, 2000
<PAGE>
EXHIBIT INDEX
-------------
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)
23.2 Consent of Deloitte & Touche LLP
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
April 12, 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 1,716,072 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 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 1,716,072 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), as ammended, for the year ended
December 26, 1999, filed with the Securities and Exchange Commission.
/s/DELOITTE & TOUCHE LLP
Vancouver, British Columbia, Canada
April 11, 2000
