<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1996
REGISTRATION NO. 333-8921
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
ADVANCED FIBRE COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3661 68-0277743
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) No.)
</TABLE>
1445 MCDOWELL BOULEVARD NORTH
PETALUMA, CA 94954
(707) 794-7700
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------
DONALD GREEN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ADVANCED FIBRE COMMUNICATIONS, INC.
1445 MCDOWELL BOULEVARD NORTH
PETALUMA, CA 94954
(707) 794-7700
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
---------------------
COPIES TO:
<TABLE>
<S> <C>
SCOTT D. LESTER, ESQ. MARK A. BERTELSEN, ESQ.
KEITH M. ROBERTS, ESQ. KENNETH M. SIEGEL, ESQ.
BROBECK, PHLEGER & HARRISON LLP DAVID S. KIM, ESQ.
ONE MARKET WILSON, SONSINI, GOODRICH & ROSATI
SPEAR STREET TOWER PROFESSIONAL CORPORATION
SAN FRANCISCO, CA 94105 650 PAGE MILL ROAD
(415) 442-0900 PALO ALTO, CA 94304-1050
(415) 493-9300
</TABLE>
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of 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. / /
-------------------
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 THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
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<PAGE>
ADVANCED FIBRE COMMUNICATIONS, INC.
SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 30, 1996
On October 15, 1996, Advanced Fibre Communications, Inc. announced financial
results for the third quarter ended September 28, 1996. For the third quarter,
revenues were $35,012,000, gross profit was $15,275,000, operating income was
$5,526,000, net income was $3,204,000, and earnings per share were $.10. For the
nine months ended September 28, 1996, revenues were $88,784,000, gross profit
was $37,989,000, operating loss was $4,502,000, net income was $1,663,000, and
earnings per share were $.06. Excluding a charge related to the settlement of
litigation in the second quarter of 1996, net income for the nine month period
would have been $6,710,000, and $.22 per share.
October 15, 1996
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF PETALUMA, STATE OF CALIFORNIA ON THIS 15TH DAY OF OCTOBER, 1996.
ADVANCED FIBRE COMMUNICATIONS, INC.
By /s/ DAN E. STEIMLE
--------------------------------------
Dan E. Steimle
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER,
TREASURER AND SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO 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/ DONALD GREEN*
------------------------------- Chairman of the Board and Chief Executive Officer October 15, 1996
Donald Green (principal executive officer)
/s/ CARL J. GRIVNER*
------------------------------- President, Chief Operating Officer and Director October 15, 1996
Carl J. Grivner
/s/ DAN E. STEIMLE Vice President, Chief Financial Officer, Treasurer and
------------------------------- Secretary (principal financial and accounting October 15, 1996
Dan E. Steimle officer)
/s/ B.J. CASSIN*
------------------------------- Director October 15, 1996
B.J. Cassin
/s/ CLIFFORD H. HIGGERSON*
------------------------------- Director October 15, 1996
Clifford H. Higgerson
/s/ BRIAN JACKMAN*
------------------------------- Director October 15, 1996
Brian Jackman
/s/ DAN RASDAL*
------------------------------- Director October 15, 1996
Dan Rasdal
*By: /s/ DAN E. STEIMLE
--------------------------
Dan E. Steimle
ATTORNEY-IN-FACT
</TABLE>
II-6
