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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 27, 2000
PMC-Sierra, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-19084 94-2925073
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State of incorporation Commission File Number IRS Employer Identification No.
105-8555 BAXTER PLACE
BURNABY, BRITISH COLUMBIA, V5A 4V7, CANADA
(address of principal executive offices)
Company's telephone number, including area code: (604) 415-6000
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Item 2. Acquisition or Disposition of Assets
On June 27, 2000, Registrant completed the acquisition of Malleable
Technologies, Inc. ("Malleable") in accordance with the Agreement and Plan of
Merger and Reorganization (the "Merger Agreement") dated June 13, 2000 between
Registrant and Malleable.
Malleable is a fabless semiconductor located in San Jose, California. Malleable
makes digital signal processors for voice-over-packet processing applications
which bridge voice and high speed data networks by compressing voice traffic
into ATM or IP packets.
Registrant purchased the 85% interest of Malleable that Registrant did not
already own for approximately 1,250,000 shares of Registrant's Common Stock,
options and warrants. The purchase price had been determined when Registrant
invested in Malleable Preferred Stock in July 1999 and received an option to
purchase Malleable.
An employee of Registrant had served as a director of Malleable since
Registrant's July 1999 investment.
Registrant will account for the merger as a purchase. Registrant expects to
record a one-time charge to earnings during the third quarter of fiscal 2000 due
to the acquisition of technology that has not reached technological feasibility
and that has no alternative future use. The amount of the charge has not yet
been determined. The Merger is intended to constitute a tax-free reorganization
under Section 368(a) of the Internal Revenue Code.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
The financial information required by this item will be filed by amendment
within 60 days of July 12, 2000.
(b) Pro forma financial information
The financial information required by this item will be filed by amendment
within 60 days of July 12, 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned duly
authorized person.
Date: July 12, 2000
PMC-SIERRA, INC.
/s/ John W. Sullivan
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John W. Sullivan
Vice-President, Finance and
Principal Accounting Officer
