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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1999
REGISTRATION NO. 333-70833
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
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)
DELAWARE 33-0128224
(State of Incorporation) (I.R.S. Employer Identification No.)
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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<S> <C> <C>
KENNETH R. LAMB
PETER T. HEILMANN
JOHN KEHOE GILLES S. ATTIA, ESQ. GIBSON, DUNN & CRUTCHER LLP
9750 GOETHE ROAD GRAY CARY WARE & FREIDENRICH LLP ONE MONTGOMERY STREET
SACRAMENTO, CALIFORNIA 95827 400 CAPITOL MALL, SUITE 2100 TELESIS TOWER, 31ST FLOOR
(916) 855-5000 SACRAMENTO, CALIFORNIA 95814 SAN FRANCISCO, CA 94104
(916) 930-3200 (415) 393-8200
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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. 1 (this "Amendment") to
the Registration Statement on Form S-3 (Registration No. 333-70833) (the
"Registration Statement") of Level One Communications, Incorporated, a Delaware
corporation, is to deregister all securities registered pursuant to the
Registration Statement but unissued as of the date this Amendment is filed.
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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. 1 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 10th day of August, 1999.
LEVEL ONE COMMUNICATIONS, INCORPORATED
By: /s/ John Kehoe
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John Kehoe, Senior Vice President,
Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 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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Robert S. Pepper* President, Chief Executive August 10, 1999
- ------------------------------- Officer and Chairman of the
(Robert S. Pepper) Board of Directors
(Principal Executive Officer)
/s/ John Kehoe Senior Vice President, Chief August 10, 1999
- ------------------------------- Financial Officer and
(John Kehoe) Secretary
Thomas J. Connors* Director August 10, 1999
- -------------------------------
(Thomas J. Connors)
Martin Jurick* Director August 10, 1999
- -------------------------------
(Martin Jurick)
Paul Gray, Ph.D.* Director August 10, 1999
- -------------------------------
(Paul Gray, Ph.D.)
Henry Kressel, Ph.D.* Director August 10, 1999
- -------------------------------
(Henry Kressel, Ph.D.)
Joseph P. Landy* Director August 10, 1999
- -------------------------------
(Joseph P. Landy)
Kenneth A. Pickar, Ph.D.* Director August 10, 1999
- -------------------------------
(Kenneth A. Pickar, Ph.D.)
*By: /s/ John Kehoe
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Attorney-in-Fact
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