As filed with the Securities and Exchange Commission April 7, 1998
Registration No. 333-48333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
LEVEL ONE COMMUNICATIONS, INCORPORATED
(Exact name of registrant as specified in its charter)
______________________
CALIFORNIA 33-0128224
(State of Incorporation) (I.R.S. Employer
Identification No.)
______________________
9750 Goethe Road
Sacramento, California 95827
(916) 855-5000
(Address of principal executive offices)
_______________________
Robert S. Pepper, Ph. D.
President
LEVEL ONE COMMUNICATIONS, INCORPORATED
9750 Goethe Road
Sacramento, California 95827
(916) 855-5000
(Name, address and telephone number of agent for service)
_____________________________
Approximate date of commencement of proposed sale to the public: As soon as
possible following effectiveness of the registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please 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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount
Registration be Offering Aggregate of Fee
to be Registered Price per Offering
Registered Share* Price
Common Stock, 38,250 $ 9.33 $357,000.00 $ 123.11
no par value
Total 38,250 $ 9.33 $357,000.00 $ 123.11
[/S] </C> [/C] [/C] [/C]
</TABLE>
* Based on the $14.00 per share exercise price for the Common Stock to be
purchased pursuant to a Warrant issued February 2, 1996. The exercise price
was the market price for the Common Stock at time the Warrant was issued.
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 COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a),
MAY DETERMINE.
<PAGE>
LEVEL ONE COMMUNICATIONS, INCORPORATED
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501 OF REGULATION S-K
REGISTRATION STATEMENT
ITEM NUMBER AND CAPTION PROSPECTUS CAPTION
1. Forepart of the Registration
Page of Prospectus Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus Inside Front and Outside Back Cover
Pages
3. Summary Information, Risk Factors
and Ratio Earnings to Fixed Charges. Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Inside Front Cover Page
6. Dilution Not Applicable
7. Selling Security Holders Principal and Selling Shareholders
8. Plan of Distribution Underwriting
9. Description of Securities to
be Registered Not Applicable
10. Interests of Named Experts
and Counsel Interests of Named Experts and Counsel
11. Material Changes Recent Developments
12. Incorporation of Certain
Information by Reference Incorporation of Certain Information
by Reference
13. Disclosure of Commission Position Disclosure of Commission
Position on Indemnification for Securities
on Indemnification for Securities
Act Liabilities Act Liabilities
<PAGE>
PROSPECTUS
38,250 SHARES
LEVEL ONE COMMUNICATIONS, INCORPORATED
COMMON STOCK
_____________________________________
SALES REPRESENTATIVE WARRANT
_____________________________________
This Prospectus refers to 38,250 shares of Common Stock, no
par value, of Level One Communications, Incorporated (the
"Company"), which are being offered for sale pursuant to the
terms of a stock purchase warrant (the "Warrant") issued
February 2, 1996 in connection with an incentive agreement with
an independent sales representative company (the "Warrant
Holder"). The Warrant Agreement was privately negotiated in a
transaction not involving a public offering in reliance on the
exemptions contained in Section 4 of the Securities Act of 1933.
The Warrant exercise price per share is $9.33, the market
price for the Common Stock at time the Warrant was issued.
The Warrant Holder's right to exercise the Warrant vests at
20% per year from the date of issuance, subject to certain
conditions, including registration of the Common Stock underlying
the Warrant.
The Warrant Holder's right to purchase shares will continue
to vest for as long as Warrant Holder is engaged by the Company
as a sales representative under a separate sales representative
agreement. If the sales representative relationship between
Warrant Holder and the Company is terminated for any reason prior
to February 2 , 2001, Warrant Holder shall be entitled to
purchase only the number of shares for which Warrant Holder was
vested on the last Vesting Date prior to such termination. The
Warrant does not affect any of the rights or relationships of
Warrant Holder or the Company under such sales representative
agreement.
The Warrant expires at 5 p.m., Eastern Standard Time, on
February 2, 2006, and any vested purchase right which has not
been exercised prior to that date and time shall terminate
automatically.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is April 7, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy and
information statements and other information with the Commission.
Such reports, proxy and information statements and other
information may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: New York Regional Office, Seven World
Trade Center, New York, New York, 10048, and the Chicago Regional
Office, 500 West Madison Street, Chicago, Illinois, 60661.
Copies of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 upon payment of the prescribed fees. The Common Stock
of the Company is quoted on the NASDAQ National Market System.
Reports, proxy and information statements and other information
concerning the Company may be inspected at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration
Statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") filed by
the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with
respect to the Company and the shares of Common Stock offered
hereby, reference is hereby made to the Registration Statement.
Statements contained herein concerning the provisions of any
documents are not necessarily complete, and each such statement
is qualified in its entirety by reference to the copy of such
document filed with the Commission.
INFORMATION INCORPORATED BY REFERENCE
This Prospectus incorporates by reference the following
documents:
1.The Company's latest Annual Report on Form 10-K filed pursuant
to Section 13(a) of the Exchange Act which contains financial
statements for the Company's latest fiscal year ended December
28, 1997; and
2.All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (1) above.
3.All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the termination of this offering.
Any person to whom a copy of this Prospectus is delivered may
obtain without charge, upon written or oral request, a copy of
any of the documents incorporated by reference in this
Prospectus, except for exhibits to such documents. Requests for
such copies should be directed to Bruce Dravis, General Counsel,
Level One Communications, Incorporated, 9750 Goethe Road,
Sacramento, California 95827, telephone (916) 855-5000.
<PAGE>
RISK FACTORS
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. THE STATEMENTS CONTAINED IN THIS
PROSPECTUS THAT ARE NOT PURELY HISTORICAL ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, INCLUDING WITHOUT LIMITATION STATEMENTS REGARDING THE
COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS OR STRATEGIES
REGARDING THE FUTURE. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN
THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO THE COMPANY
ON THE DATE HEREOF, AND THE COMPANY ASSUMES NO OBLIGATION TO
UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING THOSE SET FORTH IN THE FOLLOWING RISK FACTORS AND
ELSEWHERE IN THIS PROSPECTUS.
MANUFACTURING RISKS
The Company does not manufacture the wafers used for its
products. The Company's wafers are manufactured by foundries
located in the United States, Europe and Asia. The Company
depends upon these suppliers to produce wafers at acceptable
yields and to deliver them in a timely manner at competitive
prices. The Company may sustain an adverse impact on operating
results from problems with the cost, timeliness, yield and
quality of wafer deliveries from suppliers. From time to time,
the available industry-wide foundry capacity can fluctuate
significantly. During periods of constrained supply, the Company
may experience difficulty in securing an adequate supply of
wafers, and/or its suppliers may increase wafer prices. The
Company's operating results depend in substantial part on its
ability to maintain or increase the capacity available from its
existing or new foundries. In prior years, the Company has
experienced increased costs and delays in customer shipments as a
result of a foundry reducing shipments to the Company without
prior notice, requiring the Company to transfer products to a new
foundry. Although the Company believes that it has planned to
meet customer demand, there can be no assurances that unforeseen
demand, current supplier interruptions or other changes will not
have a material impact on the Company's business.
Manufacturing process technologies are subject to rapid
change. Other companies in the industry have experienced
difficulty in migrating to new manufacturing processes, and,
consequently, have suffered reduced yields, delays in product
deliveries and increased expense levels. The Company's business,
financial condition and results of operations could be materially
adversely affected if any such transition is substantially
delayed or inefficiently implemented.
The Company is also dependent upon third-party assembly
companies that package the semiconductor die. The Company depends
upon these suppliers to produce products in a timely manner and
at competitive prices. The Company may sustain an adverse
financial impact from problems with the cost, timeliness, yield
and quality of product deliveries from these suppliers.
FACTORS AFFECTING ANNUAL AND QUARTERLY OPERATING RESULTS
The semiconductor industry is characterized by rapid
technological change, intense competitive pressure and cyclical
market patterns. The Company's results of operations are affected
by a wide variety of factors, including general economic
conditions, semiconductor industry environment, changes in
average selling prices, the timing of new product introductions
(by the Company and its customers), use of new technologies, the
ability to safeguard patents and intellectual property, and rapid
change of demand for products. The level of net revenues in any
specific quarter can also be affected by the level of orders
placed during that quarter. The Company attempts to respond to
changes in market conditions as soon as possible; however, the
rapidity of their onset may make prediction of and reaction to
such events difficult. Due to the foregoing and other factors,
past results, such as those described in this Prospectus, may not
be predictive of future performance.
DEPENDENCE ON NEW PRODUCTS
The Company's future success depends on its ability to timely
develop and introduce new products which compete effectively.
Because of the complexity of its products, the Company may
experience delays in completing development and introduction of
new products, and, as a result, not achieve the market share
anticipated for such products. The Company's strategy is to
develop products for the fastest growing segments of the
communications market. The Company conducts its own analysis of
market trends and reviews forecasts and information provided by
industry analysts. Market conditions may change rapidly as
technology, economic, or user-preference conditions cause
different communications technologies to experience growth other
than that forecast by the Company or others. There can be no
assurance that the Company will successfully identify new product
opportunities and bring new products to market in a timely
manner, that products or technologies developed by others will
not render the Company's products or technologies obsolete or
noncompetitive, or that the Company's products will be selected
for design into the products of its targeted customers. In
addition, the average selling price for any particular product
tends to decrease over the product's life. To offset such price
decreases, the Company relies primarily on obtaining yield
improvements and corresponding cost reductions in the manufacture
of existing products and on introducing new products which
incorporate advanced features and other price/performance factors
such that higher average selling prices and higher margins are
achievable relative to existing product lines. To the extent that
cost reductions and new product introductions with higher margins
do not occur in a timely manner, or the Company's products do not
achieve market acceptance, the Company's operating results could
be adversely affected.
MANAGEMENT OF GROWTH; DEPENDENCE ON KEY PERSONNEL
The Company is currently experiencing a period of significant
growth which has placed, and could continue to place, a
significant strain on the Company's personnel and other
resources. The Company's ability to manage its growth effectively
will require continued expansion and refinement of the Company's
operational, financial and management and control systems as well
as a significant increase in the Company's development, testing,
quality control, marketing, logistics and service capabilities,
any of which could place a significant strain on the Company's
resources. The Company's success also depends to a significant
extent upon the continued services of its key personnel and its
ability to attract and retain key technical, sales and management
personnel in the future. Competition for such personnel is
intense and there can be no assurance that the Company will be
able to attract and retain key technical, sales and management
personnel in the future. If the Company's management is unable to
manage growth effectively, maintain the quality and marketability
of the Company's products and retain, hire and integrate key
personnel, the Company's business, financial condition and
results of operations could be materially adversely affected.
INTELLECTUAL PROPERTY
The Company relies upon patent, trademark, trade secret and
copyright law to protect its intellectual property. There can be
no assurance that such intellectual property rights can be
successfully asserted or will not be invalidated, circumvented or
challenged. Litigation, regardless of its outcome, could result
in substantial cost and diversion of resources for the Company.
Any infringement claim or other litigation against or by the
Company could have a material effect on the Company's financial
condition and results of operations. In November 1995 the Company
commenced infringement litigation against a competitor.
SEMICONDUCTOR INDUSTRY
The semiconductor industry has historically been cyclical and
subject to significant economic downturns at various times. The
Company may experience substantial period-to-period fluctuations
in operating results due to general semiconductor industry
conditions, overall economic conditions or other factors.
In addition, the securities of many high technology companies
have historically been subject to extreme price and volume
fluctuations, factors which may affect the market price of the
Company's Common Stock. As is common in the semiconductor
industry, the Company frequently ships more product in the third
month of a quarter than in the other months. If a disruption in
the Company's production or shipping occurs near the end of a
quarter, the Company's revenues for that quarter could be
adversely affected.
The Company must order wafers and build inventory in advance of
product shipments. There is risk that the Company could produce
excess or insufficient inventories of particular products because
the Company's markets are volatile and subject to rapid
technology and price changes. This inventory risk is heightened
because certain of the Company's customers place orders with long
lead times which may be subject to cancellation or rescheduling
by that customer. To the extent the Company produces excess or
insufficient inventories of particular products, the Company's
revenues and earnings could be adversely affected.
Increased demand for semiconductor products may result in a
reduction in the availability of wafers from foundries. Such
capacity limitations may adversely affect the Company's ability
to deliver products on a timely basis and affect the Company's
margins. Additionally, the Company believes that during periods
of strong demand and/or restricted semiconductor capacity,
customers will over-order to assure an adequate supply. Certain
of the Company's customers may cancel or postpone orders without
notice if product becomes available elsewhere.
Shortages of components from other suppliers could cause the
Company's customers to cancel or delay programs incorporating the
Company's products, resulting in the cancellation or delay of
orders for the Company's products.
INTENSE COMPETITION
The semiconductor industry is intensely competitive. The
Company's competition consists of semiconductor companies and
semiconductor divisions of vertically integrated companies. In
the telecom market, the Company's principal competitors are
Brooktree Corporation (a subsidiary of Rockwell International,
Inc.), Crystal Semiconductor, Inc. (a subsidiary of Cirrus Logic,
Inc.) ("Crystal"), Dallas Semiconductor, Inc., Lucent
Technologies Inc. ("Lucent"), PMC-Sierra Inc. and Siemens A.G. In
the networking market, the Company's principal competitors are
Advanced Micro Devices, Inc., Broadcom Corporation, Crystal,
Integrated Circuit Systems, Inc., Lucent, Micro Linear Corp.,
National Semiconductor Corporation, Quality Semiconductor, Inc.,
Seeq Technologies, Inc. and Texas Instruments, Incorporated. Many
of these competitors have longer operating histories, greater
name recognition, access to larger customer bases and
significantly greater financial and other resources than the
Company with which to pursue engineering, manufacturing,
marketing and distribution of products.
The ability of the Company to compete successfully in the rapidly
evolving area of high performance integrated circuit technology
depends on factors both within and outside of the Company's
control. Such factors include, without limitation, success in
designing and manufacturing new products, implementing new
technologies, intellectual property programs, product quality,
reliability, price, efficiency of production, and general
economic conditions. There is no assurance that the Company will
be able to compete successfully against current and future
competitors. Increased competition may result in price
reductions, reduced gross margins and loss of market share, any
of which may have a material adverse effect on the Company's
business, financial condition and results of operations.
INTERNATIONAL OPERATIONS
Due to its reliance on international sales and foreign third-
party manufacturing and assembly operations, the Company is
subject to the risks of conducting business outside of the United
States including government regulatory risks, political, social
and economic instability, potential hostilities and changes in
diplomatic and trade relationships. There can be no assurance
that one or more of the foregoing factors will not have a
material adverse effect on the Company's business, financial
condition or operating results. The recent economic downturn in
several Asian countries has not affected the Company in a
material way, but there can be no assurances that continued
economic problems in Asia or any other region of the world will
not affect the Company.
INCREASED LEVERAGE
As a result of the Company's sale in August and September 1997 of
its 4% Convertible Subordinated Notes due 2004 (the "Notes"), the
Company has incurred approximately $115.0 million in additional
indebtedness which increases the ratio of its long-term debt to
its total capitalization from 3.0%, at June 29, 1997, to 48.8%,
as of December 28, 1997. As a result of this increased leverage,
the Company's interest obligations will increase substantially.
The degree to which the Company will be leveraged could adversely
affect the Company's ability to obtain additional financing for
working capital, acquisitions or other purposes and could make it
more vulnerable to economic downturns and competitive pressures.
The Company's increased leverage could also adversely affect its
liquidity, as a substantial portion of available cash from
operations may have to be applied to meet debt service
requirements and, in the event of a cash shortfall, the Company
could be forced to reduce other expenditures and forego potential
acquisitions to be able to meet such requirements.
VOLATILITY OF NOTES AND STOCK PRICE
Economic and other external factors, many of which are beyond the
control of the Company, may have a significant impact on the
Company's business and on the market price of the Notes and the
Common Stock into which the Notes are convertible. Such factors
include, without limitation, fluctuations in product revenue and
net income of the Company or its competitors, shortfalls in the
Company's operating results from levels forecast by securities
analysts, announcements concerning the Company, its competitors
or customers, announcements of technological innovations by the
Company, its competitors or its customers, the introduction of
new products or changes in product pricing policies by the
Company, its competitors or its customers, market conditions in
the industry and the general state of the securities market. In
addition, the stock prices of many technology companies fluctuate
significantly for reasons that may be unrelated or
disproportionate to operating results. These fluctuations, as
well as general economic, political and market conditions such as
recession or international instability, may adversely affect the
market price of the Notes and the Common Stock.
RECENT DEVELOPMENTS
On February 23, 1998, the Company announced that it had
approved a 3-for-2 stock split to shareholders of record on March
9, 1998. The split was effective on March 30, 1998. Share and
per share data included in this Prospectus reflect the effect of
this split.
USE OF PROCEEDS
The Company will use any proceeds from the sale of shares for
general corporate purposes.
PLAN OF DISTRIBUTION
The Common Stock offered hereby will be sold directly to the
Warrant Holder upon exercise of the Warrant in accordance with
its terms, without the use of any broker or underwriter.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Counsel to the Company owns or has options to purchase 52,132
shares of Registrant's Common Stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS;
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
The Company has provisions in its Amended and Restated
Articles of Incorporation which eliminate the liability of the
Company's directors to the Company and its shareholders for
monetary damages to the fullest extent permissible under
California law and provisions which authorize the Company 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
Company's Bylaws, as amended, provide that the Company shall
indemnify its directors and officers to the fullest extent
permitted by California law, including circumstances in which
indemnification is otherwise discretionary under California law.
In addition, the Company has entered into agreements with its
directors and executive officers that will require the Company,
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the provisions
described in Item 6 above, or otherwise, Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of Company 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, Company 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses of the registration of the shares covered by this
Prospectus are to be borne by the Company. The Company will pay
the registration fee of $123.11 to the Securities and Exchange
Commission. The Company prepared the Registration Statement and
will pay certain fees to its attorneys and accountants in
connection with their review of the Registration Statement and
their opinions and consents. The fees to be paid in connection
with such review, opinions and consents are estimated at
approximately $3000. The Company expects to incur no other
material expense in connection with the offering and distribution
of shares of Common Stock hereunder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
See the information under the caption "Indemnification of
Directors and Officers; Commission's Position on Indemnification
for Securities Act Violations" contained in the Prospectus.
ITEM 16. EXHIBITS.
Exhibit
NO.
4.1* Warrant Agreement.
5.1*Opinion of Counsel as to legality of securities being
registered.
24.1**Consent of Independent Public Accountants .
24.2*Consent of Counsel.
25.1*Power of Attorney.
* Incorporated by reference to Registration Statement 333-
48333, filed March 20, 1998.
**Incorporated by reference to Registrant's Annual Report on
Form 10-K filed March 27, 1998.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Company 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 information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company 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 Company hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company'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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Sacramento, State of California, on this 19th day of March,
1998.
LEVEL ONE COMMUNICATIONS, INCORPORATED
By: /S/ ROBERT S. PEPPER
Robert S. Pepper, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert S. Pepper
and John Kehoe, 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, 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 of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/S/ ROBERT S. PEPPER President, Chief April 6, 1998
(Robert S. Pepper) Executive Officer and
Director
(Principal Executive Officer)
/S/ JOHN KEHOE Senior Vice President April 6, 1998
(John Kehoe) Chief Financial
Officer and Secretary
(Principal Financial Officer)
/S/ THOMAS J. CONNORS Director April 6, 1998
(Thomas J. Connors)
/S/ MARTIN JURICK Director April 6, 1998
(Martin Jurick)
/S/ PAUL GRAY Director April 6, 1998
(Paul Gray)
/S/ HENRY KRESSEL Director April 6, 1998
(Henry Kressel)
/S/ JOSEPH P. LANDY Director April 6, 1998
(Joseph P. Landy)
S-1
<PAGE>
