As filed with the Securities and Exchange Commission on October 17, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PMC-SIERRA, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2925073
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(State of Incorporation) (I.R.S. Employer
Identification No.)
900 East Hamilton Avenue, Suite 250
Campbell, California 95008
(Address of principal executive offices)
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SwitchOn Networks, Inc. 1998 Stock Plan
(Full title of the plan)
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The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(800) 677-3394
(Name, address and telephone number of agent for service)
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Copy to:
Neil Wolff
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
================== ============== ============== ================== ============
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered (1) Registered Share Price Fee
------------------ -------------- -------------- ------------------ ------------
Common Stock,
$0.001 par value 160,711 (2) $6.21 $998,015.31 (2) $263.48
================== ============== ============== ================== ============
Common Stock,
$0.001 par value 372,181 (2) $1.25 (2) $465,226.25 (2) $122.82
================== ============== ============== ================== ============
Common Stock, 114,699 (3) $163.97 (3) $18,807,195.03 (3) $4,965.10
$0.001 par value
================== ============== ============== ================== ============
(1) Pursuant to the Agreement and Plan of Reorganization dated as of
September 25, 2000 among PMC-Sierra, Inc. ("PMC"), Pebble Acquisition
Corporation and SwitchOn Networks, Inc. ("SwitchOn"), PMC assumed,
effective as of September 25, 2000, all of the outstanding options to
purchase common stock of SwitchOn under the SwitchOn Networks, Inc. 1998
Stock Option Plan ("SwitchOn Plan"), and such options became, subject to
certain vesting provisions, exercisable to purchase shares of PMC's
common stock, with appropriate adjustments to the number of shares and
exercise price of each assumed option.
(2) Options granted pursuant to SwitchOn Plan. Estimated pursuant to Rule
457(h)(1) under the Securities Act of 1933, as amended, solely for the
purpose of calculating the registration fee. Based on the price per
share at which the options may be exercised.
(3) Shares reserved for future issuance. Estimated pursuant to Rule 457(c)
under the Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee. Based on the average of the high and
low prices of the common stock on October 12, 2000, as reported on the
Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents and information are incorporated by
reference as filed with the Securities and Exchange Commission:
1. PMC's Annual Report on Form 10-K for the fiscal year ended December
26, 1999, as amended, excluding Item 6 "Selected Financial Data" and
Item 8 "Financial Statements and Supplementary Data" which have been
superceded by information contained in the sections of Amendment No.
1 to PMC's Registration Statement on Form S-4, dated July 26, 2000
(File No. 333-41878), that are incorporated by reference below;
2. Of Amendment No. 1 to PMC's Registration Statement on Form S-4,
dated July 26, 2000 (File No. 333-41878), only the following
sections are incorporated herein by reference: "Selected Historical
Consolidated Financial Data of PMC" on pages 5 and 6, "PMC's
financial condition and results of operations" on pages 51 and 52,
and "PMC annual financial statements" in Annex E.
3. PMC's Quarterly Reports on Form 10-Q for the quarters ended June 25,
2000 and March 26, 2000;
4. PMC's Current Reports on Form 8-K dated October 3, 2000, September
1, 2000, August 28, 2000, July 25, 2000, July 12, 2000, June 30,
2000, June 20, 2000, April 12, 2000, and March 20, 2000, as amended;
and
5. 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.
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 25, 2000 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.
All documents subsequently filed by PMC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Certain legal matters with respect to the shares will be passed upon
by Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation, Palo Alto,
California.
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law generally
provides that a corporation is empowered to indemnify any person who is made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving, at the request of the corporation, in any
of such capacities of another corporation or other enterprise, if such director,
officer, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. This statute describes in detail the right of
PMC to indemnify any such person.
PMC's Certificate of Incorporation eliminates in certain circumstances
the liability of directors of PMC for monetary damages for breach of their
fiduciary duty as directors. This provision does not eliminate the liability of
a director (i) for breach of the director's duty of loyalty to PMC or its
stockholders, (ii) for acts or omissions by the director not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
willful or negligent declaration of an unlawful dividend, stock purchase or
redemption or (iv) for transactions from which the director derived an improper
personal benefit.
PMC's Certificate of Incorporation also provides generally for
indemnification of all directors and officers of PMC to the fullest extent
permitted by the General Corporation Law of the State of Delaware. Such right to
indemnification shall be deemed to be a contract right and includes generally
the right to be paid by PMC the expenses incurred in defending any proceeding
covered by this provision in advance of its final disposition. Individuals who
are entitled to indemnification may bring suit to seek recovery of amounts due
under the foregoing provisions and to recover the expenses of such suit if
successful.
PMC has entered into indemnification agreements to such effect with its
officers and directors containing provisions which are in some respects broader
than the specific indemnification provisions contained in the General
Corporation Law of Delaware. The indemnification agreements may require PMC,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature) and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified.
PMC believes that it is the position of the Commission that insofar as
the foregoing provisions may be invoked to disclaim liability for damages
arising under the Securities Act, such provisions are against public policy as
expressed in the Security Act and are therefore unenforceable.
PMC currently maintains an officers' and directors' liability insurance
policy which covers, subject to the exclusions and limitations of the policy,
officers and directors of PMC against certain liabilities which may be incurred
by them solely in such capacities.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
<PAGE>
Item 8. Exhibits.
--------
The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-5.
Item 9. Undertakings.
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(a) PMC hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of distribution
not previously disclosed in the registration
statement or any material change to such information
in the 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 therein,
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
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) PMC hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of PMC's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, 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 PMC pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation or the Bylaws of PMC, Indemnification Agreements entered into
between PMC and its officers and directors, or otherwise, PMC 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 PMC 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 hereunder, PMC 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, PMC certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Campbell,
California on this October 17, 2000.
PMC-SIERRA, INC.
By: /s/ JOHN SULLIVAN
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John W. Sullivan
VP Finance and Principal Accounting Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Robert
L. Bailey and John Sullivan 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-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the 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 October 17, 2000
--------------------- (Principal Executive Officer) and
Robert L. Bailey Chairman of the Board of Directors
/s/ JOHN SULLIVAN Vice President, Finance (Principal October 17, 2000
----------------- Financial and Accounting Officer)
John Sullivan
/s/ JAMES DILLER Director October 7, 2000
----------------
James Diller
/s/ COLIN BEAUMONT Director October 10, 2000
------------------
Colin Beaumont
/s/ FRANK J. MARSHALL Director October 9, 2000
---------------------
Frank J. Marshall
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
Number
4.1 SwitchOn Networks, Inc. 1998 Stock Plan
4.2 Form of Stock Option Agreement under SwitchOn Networks, Inc. 1998
Stock Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Deloitte & Touche LLP, Vancouver, British Columbia,
Canada Independent Auditors
23.2 Consent of Deloitte & Touche LLP, San Jose, California, Independent
Auditors
23.3 Consent of Counsel (Contained in Exhibit 5.1 above)
24.1 Power of Attorney (see page II-4)
<PAGE>
