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Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K
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Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 12, 1997
Level One Communications, Incorporated
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(Exact name of registrant as specified in its charter)
California 0-22068 33-0128224
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State or other jurisdiction of Commission File Number IRS Employer
incorporation Identification No.
9750 Goethe Road
Sacramento, California 95827
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(Address of principal executive offices)
916-855-5000
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(Registrant's telephone number,
including area code)
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Item 5. Other Events.
On August 12, 1997, the following press release was issued in connection
with Level One Communications, Incorporated's proposed issuance of convertible
subordinated notes:
"SACRAMENTO, Calif., Aug. 12/PRNewswire/ -- Level One Communications,
Incorporated (Nasdaq: LEVL)(http://www.level1.com) announced on August 12, 1997,
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that it intends, subject to market and other conditions, to raise $100 million
(excluding the proceeds of over allotment option, if any) through a private
offering of convertible subordinated notes within the United States to qualified
institutional investors and outside the United States to non-U.S. investors.
"The Company stated that it intends to use the proceeds of the offering for
general corporate purposes, including capital expenditures and working capital.
In addition, the Company may apply a portion of the net proceeds to acquire
complementary businesses, products and technologies, none of which has of yet
been identified.
"The notes are expected to be convertible into shares of common stock and will
have a seven year term. No other terms were disclosed.
"The securities to be offered will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities laws, and
unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws."
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEVEL ONE COMMUNICATIONS, INCORPORATED
By: /s/ John Kehoe
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John Kehoe
Vice President and Chief Financial Officer
Dated: August 13, 1997
