SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 27, 2001
PMC-SIERRA, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-19084 94-2925073
(State or other jurisdiction of Commission File No. (I.R.S. Employer
incorporation or organization) Identification Number)
3975 Freedom Circle Santa
Clara, CA 95054
(Address of principal executive offices)
(408) 369-1176
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On April 27, 2001, PMC-Sierra, Inc. issued a press release announcing
that the Board of Directors of PMC-Sierra, Inc. approved the adoption of a
Preferred Stock Rights Agreement. The press release is attached as Exhibit 99 to
this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99 PMC-Sierra, Inc. Press Release issued April 27, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act or 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PMC-Sierra, Inc.
(Registrant)
Date: April 30, 2001
By: /s/ John W. Sullivan
--------------------
John W. Sullivan
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number
- -------
99 PMC-Sierra, Inc. Press Release issued April 27, 2001.
Exhibit 99 - PMC-Sierra, Inc. Press Release issued April 27, 2001.
FOR RELEASE ON April 27th, 2001 AT 5:00 P.M. EDT
PMC-Sierra Contacts:
John W. Sullivan David Climie Susan Shaw
VP Finance & CFO Manager, Investor Relations Manager, Public Relations
Tel: 1 408 988 7785 Tel: 1 408 988 8276 Tel: 1 408 988 8515
john_sullivan@pmc-sierra.com david_climie@pmc-sierra.com susan_shaw@pmc-sierra.com
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PMC-SIERRA ADOPTS STOCKHOLDERS' RIGHTS PLAN
Santa Clara, CA - April 27th, 2001 -- PMC-Sierra, Inc. (NASDAQ:PMCS) today
announced that its board of directors has adopted a Stockholders' Rights Plan.
Under the plan, PMC-Sierra will issue a dividend of one right for each share of
common stock of the company held by stockholders of record as of the close of
business on May 25, 2001. The plan is designed to assure stockholders fair value
in the event of a future unsolicited business combination or similar transaction
involving the company. PMC-Sierra added that the plan was not adopted in
response to any attempt to acquire the company, and that it is not aware of any
such efforts.
Each right will initially entitle stockholders to purchase a fractional share of
the company's preferred stock for $325. However, the rights are not immediately
exercisable and will become exercisable only upon the occurrence of certain
events. Upon occurrence of these events, unless redeemed for $0.001 per right,
the rights will become exercisable by holders, other than rights held by an
unsolicited third party acquirer, for shares of the company or of the third
party acquirer having a value of twice the right's then-current exercise price.
Further details of the plan are outlined in a letter that will be mailed to
stockholders as of the record date.
PMC-Sierra is a leading provider of broadband semiconductor solutions for the
global information infrastructure. PMC-Sierra is traded on the Nasdaq National
Market under the symbol PMCS. The company is included in the NASDAQ-100 INDEX
(NDX) which contains the largest non-financial companies on the Nasdaq Stock
Market. The Nasdaq-100 Index is the benchmark for the Nasdaq-100 Index Tracking
Stock (AMEX: QQQ).