<PAGE>
As filed with the Securities and Exchange Commission on September 1, 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, CA 95008
(Address of principal executive offices)
_________________
Quantum Effect Devices, Inc. 1999 Equity Incentive Plan
Quantum Effect Devices, Inc. 1999 Non-Employee Directors Stock Options Plan
Quantum Effect Devices, Inc. 1999 Employee Stock Purchase Plan
(Full title of the plan)
_________________
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(800) 677-3394
(Name, address and telephone number of agent for service)
_________________
Copy to:
Neil Wolff
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
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
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 1,965,715 (2) $ 26.08 (2) $ 51,265,847.20 (2) $13,534.10
---------------------------------------------------------------------------------------------------
Common Stock,
$0.001 par value 1,050,358 (3) $236.03 (3) $247,915,998.74 (3) $65,449.40
---------------------------------------------------------------------------------------------------
Totals 3,016,073 $299,181,845.94 $78,983.50
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</TABLE>
(1) Pursuant to the Acquisition Agreement dated as of July 11, 2000 among PMC-
Sierra, Inc. ("PMC"), Penn Acquisition Corp., Quantum Effect Devices, Inc.
("QED"), PMC assumed, effective as of August 24, 2000, all of the
outstanding options to purchase common stock of QED under the QED 1999
Equity Incentive Plan, the QED 1999 Non-Employee Directors Stock Option
Plan and the QED 1999 Employee Stock Purchase Plan and such options became
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 an employee stock option 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 August 31, 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:
(a) PMC-Sierra, Inc.'s ("PMC's") Form 10-K Annual Report for the fiscal
year ended December 26, 1999, as amended (File No. 000-19084).
(b) PMC's proxy statement for the 2000 Annual Meeting of Stockholders
(File No. 000-19084).
(c) PMC's Form 10-Q Quarterly Report for the quarter ended June 25,
2000 (File No. 000-19084).
(d) PMC's Forms 8-K dated March 20, 2000, April 12, 2000, June 20,
2000, June 30, 2000, July 12, 2000, July 25, 2000, August 7, 2000 and August 28,
2000, as amended (File No. 000-19084).
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.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Certain legal matters with respect to the shares will be passed upon by
Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation, Palo Alto,
California.
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.
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<PAGE>
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 Securities 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.
Item 8. Exhibits.
--------
Exhibit
Number
------
4.1 Quantum Effect Devices, Inc. 1999 Equity Incentive Plan
4.2 Form of Stock Option Agreement and Stock Option Grant Notice
under Quantum Effect Devices, Inc. 1999 Equity Incentive
Plan
4.3 Quantum Effect Devices, Inc. 1999 Non-Employee Directors'
Stock Option Plan
4.4 Form of Stock Option Agreement and Stock Option Grant Notice
under Quantum Effect Devices, Inc. 1999 Non-Employee
Directors' Stock Option Plan
4.5 Quantum Effect Devices, Inc. 1999 Employee Stock Purchase
Plan
4.6 Form of Enrollment Form and Grant of Right under Quantum
Effect Devices, Inc. 1999 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of Counsel (Contained in Exhibit 5.1 above)
24.1 Power of Attorney (see page II-4)
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<PAGE>
Item 9. Undertakings.
------------
(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.
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<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 the City of
Campbell, California on this 1st day of September 2000.
PMC-SIERRA, INC.
By: /s/ JOHN W. SULLIVAN
---------------------
John W. Sullivan, Vice President
of Finance and Chief Financial
Officer
POWER OF cATTORNEY
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 W. 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT L. BAILEY President, Chief Executive Officer and September 1, 2000
--------------------------
(Robert L. Bailey) Chairman of the Board of Directors
(principal executive officer)
/s/ JOHN W. SULLIVAN Vice President of Finance and Chief September 1, 2000
--------------------------
(John W. Sullivan) Financial Officer (principal financial
and accounting officer)
/s/ JAMES V. DILLER Director September 1, 2000
--------------------------
(James V. Diller)
/s/ ALEXANDRE BALKANSKI Director September 1, 2000
--------------------------
(Alexandre Balkanski)
/s/ FRANK J. MARSHALL Director September 1, 2000
--------------------------
(Frank J. Marshall)
/s/ L. COLIN BEAUMONT Director September 1, 2000
--------------------------
(L. Colin Beaumont)
</TABLE>
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