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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-37957
PROSPECTUS SUPPLEMENT NO. 12
(TO PROSPECTUS DATED OCTOBER 24, 1997, AS SUPPLEMENTED BY
PROSPECTUS SUPPLEMENT NO.1 DATED NOVEMBER 7, 1997, PROSPECTUS
SUPPLEMENT NO. 2 DATED NOVEMBER 7, 1997, SUPPLEMENT NO. 3 DATED
NOVEMBER 21, 1997, SUPPLEMENT NO. 4 DATED DECEMBER 12, 1997,
SUPPLEMENT NO. 5 DATED JANUARY 13, 1998, SUPPLEMENT NO. 6 DATED
FEBRUARY 4, 1998, SUPPLEMENT NO. 7 DATED FEBRUARY 12, 1998,
SUPPLEMENT NO. 8 DATED FEBRUARY 24, 1998, SUPPLEMENT NO. 9 DATED
APRIL 10, 1998, SUPPLEMENT NO. 10 DATED JUNE 15, 1998, AND SUPPLEMENT
NO. 11 DATED JULY 17, 1998)
$115,000,000
LEVEL ONE COMMUNICATIONS, INCORPORATED
4% CONVERTIBLE SUBORDINATED NOTES DUE 2004
This Prospectus Supplement supplements information contained in that
certain Prospectus dated October 24, 1997, as amended or supplemented (the
"Prospectus") relating to the potential sale from time to time of up to
$115,000,000 aggregate amount of Registrable Notes and the Common Stock
issuable upon conversion thereof by the Selling Holders. This Prospectus
Supplement is not complete without, and may not be delivered or utilized
except in connection with, the Prospectus, including any amendments or
supplements thereto. Capitalized terms used herein but not defined have the
meanings assigned to such terms in the Prospectus.
The following table supplements the information set forth in the
Prospectus under the caption "Selling Securityholders" with respect to the
Selling Securityholders and the respective principal amounts of Registrable
Notes and Common Stock issuable upon conversion thereof beneficially owned by
such Selling Securityholder that may be offered pursuant to the Prospectus by
adding the following line items:
Credit Suisse First Boston $500,000 12,500
The above number is based on the $40.00 per share conversion price
stated in the Notes. On March 30, 1998, the Company effected a 3:2 stock
split. By the terms of the Notes and Note Indenture, all conversion prices are
automatically adjusted pro rata.
Unless otherwise noted, all information provided in this Prospectus
Supplement is as of August 21, 1998
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 21, 1998.
