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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1999
REGISTRATION NO. 33-78160
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
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)
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1985 INCENTIVE STOCK OPTION, NONQUALIFIED STOCK OPTION AND
RESTRICTED STOCK PURCHASE PLAN, AS AMENDED
(Full title of the plan)
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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This Amendment to Registration Statement shall become effective
immediately upon filing with the Securities and Exchange Commission.
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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-8 (Registration No. 33-78160) (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 reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and 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/ Robert S. Pepper, Ph.D.
-------------------------------------
Robert S. Pepper, Ph.D., President,
Chief Executive Officer and Chairman
of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
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<CAPTION>
Signatures Title Date
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/s/ 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)
Director
- -------------------------------------
(Paul Gray)
Henry Kressel, Ph.D.* Director August 10, 1999
- -------------------------------------
(Henry Kressel)
Joseph P. Landy* Director August 10, 1999
- -------------------------------------
(Joseph P. Landy)
Director
- -------------------------------------
(Kenneth A. Pickar, Ph.D.)
*By: /s/ Robert S. Pepper, Ph.D.
---------------------------
Attorney-in-Fact
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