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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-37957
PROSPECTUS SUPPLEMENT NO. 13
(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, SUPPLEMENT
NO. 11 DATED JULY 17, 1998, AND SUPPLEMENT NO. 12 DATED AUGUST 21, 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"), through the date hereof 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 Securityholders that may be offered pursuant to the Prospectus by
adding the following line items:
TCW Group $75,000 1,875
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 the Note Indenture, all conversion prices are
automatically adjusted pro rata.
Unless otherwise noted, all information provided in this Prospectus
Supplement is as of May 17, 1999.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 17, 1999.
