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As filed with the Securities and Exchange Commission on September 30, 1999 Registration No. 333-37957
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
To
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Level One Communications, Incorporated
(Exact name of registrant as specified in its charter)
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Delaware 33-0128224
(State of Incorporation) (I.R.S. Employer Identification No.)
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9750 Goethe Road
Sacramento, California 95827
(916) 855-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
ROBERT S. PEPPER, Ph.D.
9750 Goethe Road
Sacramento, California 95827
(916) 855-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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JOHN KEHOE GILLES S. ATTIA, ESQ. KENNETH R. LAMB, ESQ.
9750 Goethe Road Gray Cary Ware & Freidenrich LLP PETER T. HEILMANN, ESQ.
Sacramento, California 95827 400 Capitol Mall, Suite 2100 Gibson, Dunn & Crutcher LLP
(916) 855-5000 Sacramento, California 95814 One Montgomery Street, Telesis Tower
(916) 930-3200 San Francisco, California 94104
(415) 393-8287
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this 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.|_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from 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.|_|
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DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 2 (this "Amendment") to
the Registration Statement on Form S-3 (Registration No. 333-37957) (the
"Registration Statement") of Level One Communications, Incorporated, a Delaware
corporation ("Level One"), is to deregister all securities registered pursuant
to the Registration Statement but unissued as of the date this Amendment is
filed.
The Registration Statement was filed pursuant to that certain Registration
Rights Agreement, dated as of August 15, 1997, between the initial purchasers of
the 4% Convertible Subordinated Notes due 2004 (the "Notes") and Level One (the
"Registration Rights Agreement"). Under the Registration Rights Agreement, Level
One agreed to use its best efforts to keep the Registration Statement effective
until the earlier of the date two years after September 25, 1997 or the date
that the Registration Statement is no longer required for transfer of the
securities registered thereby. Post-Effective Amendment No. 1 to the
Registration Statement deregistered the offer and sale of all shares of Level
One common stock, $0.001 par value per shares, registered pursuant to the
Registration Statement. This Amendment deregisters the offer and sale of the
Notes by the holders thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has duly caused this Post-Effective Amendment No. 2
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sacramento, and State of California,
on this 29th day of September, 1999.
LEVEL ONE COMMUNICATIONS, INCORPORATED
By: /s/ Robert S. Pepper
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Robert S. Pepper, President
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
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Signatures Title Date
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/s/ Robert S. Pepper President and Director September 29, 1999
- ------------------------------------- (Principal Executive Officer)
(Robert S. Pepper)
/s/ Arvind Sodhani Vice President and Treasurer September 29, 1999
- ------------------------------------- (Principal Financial Officer and
(Arvind Sodhani) Principal Accounting Officer)
/s/ Patrice C. Scatena Director September 29, 1999
- -------------------------------------
(Patrice C. Scatena)
/s/ Robert H. Perlman Director September 29, 1999
- -------------------------------------
(Robert H. Perlman)
/s/ Kalavathi Srinivasan Director September 29, 1999
- -------------------------------------
(Kalavathi Srinivasan)
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