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As filed with the Securities and Exchange Commission September 23, 1996
Registration No. 33-72398
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1
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TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
LEVEL ONE COMMUNICATIONS, INCORPORATED
(Exact name of registrant as specified in its charter)
______________________
CALIFORNIA 33-0128224
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(State of Incorporation) (I.R.S. Employer Identification No.)
-----------------------
9750 Goethe Road
Sacramento, California 95627
(Address of principal executive offices)
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1993 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
Robert S. Pepper, Ph.D.
President and Chief Executive Officer
LEVEL ONE COMMUNICATIONS, INCORPORATED
9750 Goethe Road
Sacramento, California 95627
(916) 855-5000
(Name, address and telephone number of agent for service)
------------------------------
Copies to:
Bruce F. Dravis, Esq.
General Counsel
LEVEL ONE COMMUNICATIONS, INCORPORATED
9750 Goethe Road
Sacramento, California 95627
(916) 855-5000
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Registered Registered (1) Offering Price Per Share* Aggregate Offering Price* Fee
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<S> <C> <C> <C> <C>
Common Stock, no par value
To be issued pursuant to
Registrant's 1993 Stock
Option Plan
Total 2,000,000 Shares $21.00 $42,000,000 $14,482.76
===================================================================================================================================
</TABLE>
(1) Excludes 1,050,000 1993 Option Plan shares and 450,000 1993 Employee Stock
Purchase Plan shares registered pursuant to the Company's Registration
Statement on Form S-8 dated December 2, 1993, Registration No. 33-72398
(after giving effect to the Company's 3-for-2 forward stock split effected
in January 1994).
* Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the
purpose of calculating the registration fee on the basis of $21.00 per
share, the average of the high and low price of the Common Stock as
reported by NASDAQ on September 16, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act");
(b) Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended June 29, 1996, filed pursuant to Section 13 of the 1934 Act; and
(c) Items 1 and 2 of the Registrant's Registration Statement on Form 8-A,
filed pursuant to Section 12 of the 1934 Act on July 9, 1993.
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the Registrant's 1993 Stock Option Plan and 1993 Employee Stock
Purchase Plan is effective. Pursuant to General Instruction E to Form S-8, the
Registrant hereby incorporates by reference herein the information contained in
the Registrant" Registration Statement on Form S-8 (Registration No. 33-72398)
as filed with the Securities and Exchange Commission (the "Commission") on
December 2, 1993.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicate
that all securities offered have been sold or which deregister 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 of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Counsel to the Company owns or has options to purchase 19,710 shares of
Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant has provisions in its Amended and Restated Articles of
Incorporation which eliminate the liability of the Registrant's directors to the
Registrant and its shareholders for monetary damages to the fullest extent
permissible under California law and provisions which authorize the Registrant
to indemnify its directors and agents by bylaws, agreements or otherwise, to the
fullest extent permitted by law. Such limitation of liability does not affect
the availability of equitable remedies such as injunctive relief or rescission.
The Registrant's Bylaws, as amended, provide that the Registrant shall indemnify
its directors and officers to the
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fullest extent permitted by California law, including circumstances in which
indemnification is otherwise discretionary under California law.
In addition, the Registrant has entered into agreements with its directors
and executive officers that will require the Registrant, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or service as directors or executive officers to the fullest extent not
prohibited by law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
No.
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4.1 1993 Stock Option Plan, as amended. (Incorporated by reference to
Registrant's Annual Report on Form 10-K filed May 14, 1996, Exhibit
4.2)
5.1 Opinion of Counsel as to legality of securities being registered.
(Filed herewith)
24.1 Consent of Independent Auditors (Filed herewith).
24.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
Item 9. 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate, represents
a fundamental change in the information set forth in the registration statement;
(iii) 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; provided,
--------
however, that paragraphs (a)(i) and (a)(ii) do not apply if the registration
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statement is on Form S-3 or Form S-8 and the information required
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to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 above, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
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, 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 of whether such indemnification by it
is against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 post-effective
amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sacramento, State of
California, on this 10th day of September, 1996.
LEVEL ONE COMMUNICATIONS, INCORPORATED
By: /s/ ROBERT S. PEPPER
--------------------------------
Robert S. Pepper, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
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<CAPTION>
Signatures Title Date
------------------- ---------------- ---------------
<S> <C> <C>
/s/ ROBERT S. PEPPER President, Chief September 10, 1996
- - - - --------------------- Executive Officer and
(Robert S. Pepper) Director (Principal
Executive Officer)
/s/ JOHN KEHOE Vice President and September 10, 1996
- - - - --------------------- Chief Financial
(John Kehoe) Officer (Principal
Financial Officer)
/s/ THOMAS J. CONNORS Director September 10, 1996
- - - - ---------------------
(Thomas J. Connors)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ PAUL R. GRAY Director September 10, 1996
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(Paul R. Gray)
/s/ MARTIN JURICK Director September 10, 1996
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(Martin Jurick)
/s/ HENRY KRESSEL Director September 10, 1996
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(Henry Kressel)
/s/ JOSEPH P. LANDY Director September 10, 1996
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(Joseph P. Landy)
</TABLE>
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EXHIBIT 5.1
September 12, 1996
Level One Communications, Incorporated
9750 Goethe Road
Sacramento, CA 95827
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined Amendment No. 1 to the Registration Statement on Form S-8 to be
filed by Level One Communications, Incorporated (the "Company") with the
Securities and Exchange Commission (the "Registration Statement"), in connection
with the registration under the Securities Act of 1933, as amended, of 2,000,000
shares of the Company's common stock, to be issued pursuant to the Company's
1993 Stock Option Plan (the "Plan Shares"). I have examined the proceedings
taken and proposed to be taken in connection with the issuance and sale of the
Plan Shares to be issued under such Plan.
It is my opinion that, upon completion of the proceedings being taken or
contemplated to be taken prior to the issuance of the Plan Shares pursuant to
the Plan, and upon completion of any proceedings taken in order to permit such
transactions to be carried out in accordance with the securities laws of the
various states where required, the Plan Shares will be legally and validly
issued, fully-paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of my name wherever appearing in the
Registration Statement and any amendments thereto.
Sincerely,
/s/ Bruce F. Dravis
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Bruce F. Dravis
General Counsel
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EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to incorporation by
reference in this registration statement of our reports dated February 16, 1996
included in Level One Communications, Incorporated's Form 10-K for the year
ended December 30, 1995 and to all references to our Firm included in this
registration statement.
Sacramento, California ARTHUR ANDERSEN & CO.
September 12, 1996
