As filed with the Securities and Exchange Commission on December 1, 2000
Registration No. 333-44204
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Delaware 94-2925073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
900 East Hamilton Avenue, Suite 250
Campbell, California 95008
(408) 626-2000
(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
------------------------------ ------------------ ------------------ -------------------------- -----------------
<S> <C> <C> <C> <C>
Proposed Maximum
Title of Each Class of Amount Offering Price Per Proposed Maximum Aggregate Amount of
Securities to be Registered to be Registered Unit (1) Offering Price (1) Registration Fee
------------------------------ ------------------ ------------------ -------------------------- -----------------
Common Stock, $.001 par value 550,303 $207.75 $114,325,448.20 $30,181.92
------------------------------ ------------------ ------------------ -------------------------- -----------------
<FN>
(1) 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-Sierra, Inc. ("PMC")
common stock on August 12, 2000 as quoted on the Nasdaq National market.
(2) $30,181.92 of the registration fee was previously paid.
</FN>
</TABLE>
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 Securities and Exchange Commission (the
"Commission"), acting pursuant to said Section 8(a), may determine.
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
PMC-SIERRA, INC.
550,303 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 November 27, 2000, the last reported sale price of our common
stock was $102.69 per share.
------------------------
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" LOCATED ON PAGE 2 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 December 1, 2000
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.
WHERE YOU CAN FIND MORE INFORMATION
PMC files annual, quarterly and current reports, proxy and information
statements and other information with the 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 Citicorp Center, 500 West Madison Street, Chicago, Suite 1400, Illinois
60661-2511 and Seven World Trade Center, 13th Floor, 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 Securities Exchange Act of 1934 ("Exchange Act"), are
incorporated by reference and made a part of this prospectus:
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 Current Report on Form
8-K of PMC-Sierra, Inc. filed November 30, 2000, as amended, that
are incorporated by reference below.
2. PMC's Quarterly Reports on Form 10-Q for the quarters ended
September 24, 2000, June 25, 2000 and March 26, 2000;
3. PMC's Current Reports on Form 8-K filed November 30, 2000, 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
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.
Any statement in this prospectus incorporated by reference is only
incorporated to the extent that other statements in this prospectus do not
modify or supersede it.
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
900 East Hamilton Avenue, Suite 250
Campbell, California 95008
Telephone Number: (408) 626-2000
PMC will provide these documents and information to you without charge.
THE COMPANY
PMC was incorporated in the State of California in 1983 and
reincorporated into the State of Delaware in 1997. All references to "PMC," "we"
or "us" are to PMC-Sierra, Inc. and include its subsidiaries, unless the context
requires otherwise. Our principal executive office is located at 900 East
Hamilton Avenue, Suite 250, Campbell, California 95008. Our telephone number at
that location is (408) 626-2000. Our Common Stock trades on the Nasdaq National
Market under the symbol "PMCS."
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
("ATM"), Synchronized Optical Network ("SONET"), Synchronized Digital Hierarchy
("SDH"), 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.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Some statements and information in this prospectus constitute
"forward-looking statements" within the meaning of the federal securities laws.
Our results, performance or achievements may be materially different from those
expressed or implied by such forward-looking statements. We may not, nor are we
obligated to, release revisions to forward-looking statements to reflect
subsequent events.
RISK FACTORS
An investment in the Shares involves a high degree of risk. In addition
to the other information contained in this prospectus, before purchasing the
shares, prospective investors should carefully consider the risk factors
described as "Factors You Should Consider Before Investing in PMC-Sierra" in
PMC's quarterly report on Form 10Q, for the period ending September 24, 2000.
Additionally, investors should check for any updates to PMC's risk factors in
documents filed by PMC with the Commission prior to the termination of this
offering.
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.
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. 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 that are identified with an asterisk next to their names
currently serve as employees, directors or consultants of Datum Telegraphic
Inc.:
Shares to be Offered for
Selling Stockholder the Selling Stockholder
--------------------------------------- ------------------------
Laurence Wallace* 104,869
Andrew Wright* 101,371
Wallace Family Trust* 28,103
Lily Wallace 69,770
Helen Newton 101,371
S. Bennett* 2,437
D. Pauluzzi* 990
K. Lee* 837
D. Valencius* 837
W. Kury* 837
P. Yee* 837
T. Ngo* 761
K. Hung* 685
J. Chen* 685
B. Klijsen* 914
Y. Kim* 114
D. Peregrym* 380
R. Ryan* 1,218
D. Tucker* 1,218
D. Mulvenna* 761
D. Kirchner* 152
A. Precious* 152
B. Davison* 228
L. Cam* 152
C. Wong* 152
G. Schmidt* 152
S. Chua* 152
X. Carbo* 228
G. Brydon* 228
D. Ho* 228
S. Shin* 36,561
C. Lai* 36,561
R. Chapman* 36,561
W. Warner* 12,187
Rolabe Holdings Ltd. 761
B. Lando 761
Fractal Capital Corp. 1,904
North Foundation 1,904
Permez Petroleums Ltd. 761
VELO Investments Ltd. 1,523
------------------------------------------ ------------------------
Total 550,303
PLAN OF DISTRIBUTION
We will not receive any of the proceeds from the sale of the securities
by the selling stockholders. The selling stockholders may sell the securities
from time to time directly to purchasers. Alternatively, the selling
stockholders may from time to time offer the securities through underwriters,
brokers, dealers or agents who may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders and/or the
purchasers of the securities for whom they may act as agent. The selling
stockholders and any brokers, dealers or agents who participate in the
distribution of the securities may be deemed to be "underwriters," and any
profits on the sale of the securities by them and any discounts, commissions or
concessions received by any brokers, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act. To the extent
the selling stockholders may be deemed to be underwriters, the selling
stockholders may be subject to some statutory liabilities of the Securities Act,
including, but not limited to, Sections 11, 12 and 17 of the Securities Act and
Rule 10b-5 under the Exchange Act.
The securities offered hereby may be sold from time to time by the
selling stockholders, or, to the extent permitted by pledgees, donees,
transferees or other successors in interest. The securities may be disposed of
from time to time in one or more transactions through any one or more of the
following:
(a) a block trade in which the broker or dealer so engaged will attempt
to sell the securities as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by that
broker or dealer for its account;
(c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
(d) an exchange distribution in accordance with the rules of that
exchange or transactions in the over-the-counter market;
(e) in transactions otherwise than in the over-the-counter market;
(f) the distribution of the securities by any selling stockholder to its
partners, members or shareholders; and
(g) a combination of any of the above.
These sales may be made at prices and at terms then prevailing or at
prices related to the then current market price or at negotiated prices and
terms. In effecting sales, brokers or dealers may arrange for other brokers or
dealers to participate.
At any time a particular offer of the securities is made, a revised
prospectus or prospectus supplement, if required, will be distributed which will
set forth the aggregate amount and type of securities being offered and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, any discounts, commissions and other items constituting compensation
from the selling stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to dealers. The prospectus supplement and, if
necessary, a post-effective amendment to the registration statement of which
this prospectus is a part, will be filed with the Commission to reflect the
disclosure of additional information with respect to the distribution of the
securities. In addition, the securities covered by this prospectus may be sold
in private transactions or under Rule 144 rather than pursuant to this
prospectus.
To the best of our knowledge, there are currently no plans,
arrangements or understandings between any selling stockholders and any broker,
dealer, agent or underwriter regarding the sale of the securities by the selling
stockholders. There is no assurance that any selling stockholder will sell any
or all of the securities offered by it hereunder or that any selling stockholder
will not transfer, devise or gift the securities by other means not described
herein.
Under the securities laws of some states, the securities may be sold in
these states only through registered or licensed brokers or dealers. In
addition, in some states, the securities may not be sold unless the securities
have been registered or qualified for sale in that state or an exemption from
registration or qualification is available and complied with.
The selling stockholders and any other person participating in the
distribution will be subject to applicable provisions of the Exchange Act,
including, without limitation, Regulation M, which may limit the timing of
purchases and sales of any of the securities by the selling stockholders and any
other person. Furthermore, under Regulation M under the Exchange Act, any person
engaged in the distribution of the securities may not simultaneously engage in
market-making activities with respect to the particular securities being
distributed for particular periods prior to the commencement of the
distribution. All of the foregoing may affect the marketability of the
securities and the ability of any person or entity to engage in market-making
activities with respect to the securities.
Pursuant to the Declaration of Registration Rights entered into in
connection with the initial offer and sale of the common stock by us, each of
PMC and the selling stockholders will be indemnified by the other against
particular liabilities, including some liabilities under the Securities Act, or
will be entitled to contribution in connection therewith.
We have agreed to pay substantially all of the expenses incidental to
the registration, offering and sale of the securities to the public other than
commissions, fees and discounts of underwriters, brokers, dealers and 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. incorporated
in this prospectus by reference from the Current Report on Form 8-K of
PMC-Sierra, Inc. filed November 30, 2000, as amended, and the financial
statements of Datum Telegraphic Inc. for the year ended August 31, 1999
incorporated in this prospectus by reference from the Current Report on Form
8-K/A1 of PMC-Sierra, Inc. dated September 28, 2000, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
The financial statements of Malleable Technologies, Inc. as of December
31, 1999 and 1998 and for the years then ended and cumulative from July 31, 1997
(inception) through December 31, 1999 incorporated in this prospectus by
reference from the Current Report on Form 8-K/A1 of PMC-Sierra, Inc. dated
August 4, 2000, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated by reference, and
have been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
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 $30,181.92
Printing and Engraving Expenses $10,000.00
Legal Fees and Expenses $15,000.00
Accounting Fees and Expenses -
Blue Sky Fees and Expenses -
Transfer Agent and Registration Fees $5,000.00
Miscellaneous expenses -
Total $60,181.92
-----------------------------
(1) All of such expenses, other than the filing fee for the Commission and
additional listing fee for Nasdaq, 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.
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, Vancouver, British
Columbia, Canada.
23.3 Consent of Deloitte & Touche LLP, San Jose, California.
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;
(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
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.
(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.
SIGNATURES
Pursuant to the requirements of the Securities Act 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 Campbell, California, on December 1, 2000.
PMC-SIERRA, INC.
By: /s/ John Sullivan
-------------------------------------------
John Sullivan, VP Finance
(Principal Financial and Accounting 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
-------------------- (Principal Executive Officer) and
Robert L. Bailey Chairman of the Board of Directors
/s/ JOHN SULLIVAN* Vice President, Finance (Principal
----------------- Financial and Accounting Officer)
John Sullivan
/s/ ALEXANDRE BALKANSKI* Director
-----------------------
Alexandre Balkanski
/s/ COLIN BEAUMONT* Director
------------------
Colin Beaumont
/s/ JAMES V. DILLER* Director
-------------------
James V. Diller
/s/ FRANK J. MARSHALL* Director
---------------------
Frank J. Marshall
*By: /s/ JOHN SULLIVAN
John Sullivan
Attorney-in-Fact
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
------ -------------------
5.1 Opinion of Counsel as to the validity of the Shares.
23.2 Consent of Deloitte & Touche LLP, Vancouver, British
Columbia, Canada.
23.3 Consent of Deloitte & Touche LLP, San Jose, California.
