As filed with the Securities and Exchange Commission on August 13, 2002
Registration No. 333-31450
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
____________________
PMC-SIERRA, INC.
(Exact name of Registrant as specified in its charter)
____________________
Delaware 94-2925073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3975 Freedom Circle
Santa Clara, California 95054
(408) 239-8000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
____________________
Robert L. Bailey
President, Chief Executive Officer and Chairman of the
Board of Directors
3975 Freedom Circle
Santa Clara, California 95054
(408) 239-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copy to:
Neil Wolff
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
____________________
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 for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please 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. [ ]
On March 1, 2000, PMC-Sierra, Inc. (the "Company") filed its Registration
Statement on Form S-3 (File No. 333-31450), covering 296,676 shares of the
Company's Common Stock to be sold by certain stockholders of the Company. On
March 31, 2000, the Securities and Exchange Commission (the ("Commission")
declared the Registration Statement effective.
The Registration Statement was filed in order to register shares of the
Company's Common Stock issued to the former stockholders of Toucan Technology,
Inc. ("Toucan"), which was acquired by the Company on January 27, 2000.
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended, the Company respectfully requests that the Commission withdraw the
Company's Registration Statement on Form S-3. The Company is requesting the
withdrawal of the Registration Statement because, pursuant to the terms of the
Declaration of Registration Rights under the Acquisition Agreement between the
Company and Toucan, the Company's obligations to maintain the effectiveness of
the Registration Statement expired on January 27, 2001.
Accordingly, the Company hereby de-registers the 74,953 shares of its
Common Stock registered pursuant to the Registration Statement remaining unsold
thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement (333-31450) to be signed on its behalf by the
undersigned, thereunto duly authorized, in Santa Clara, California, on August
13, 2002.
PMC-SIERRA, INC.
By: /s/ John Sullivan
----------------------------------------
John Sullivan
Vice President Finance and
Chief Financial Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
President, Chief Executive Officer August 13, 2002
* (Principal Executive Officer) and
- --------------------------------- Chairman of the Board of Directors
Robert L. Bailey
/s/ John Sullivan Vice President, Finance (Principal August 13, 2002
- --------------------------------- Financial and Accounting Officer
John Sullivan
* August 13, 2002
- ---------------------------------
James Diller Vice Chairman of the Board of Directors
* August 13, 2002
- ---------------------------------
Alexandre Balkanski Director
* August 13, 2002
- ---------------------------------
Colin Beaumont Director
* August 13, 2002
- ---------------------------------
Frank J. Marshall Director
August 13, 2002
- ---------------------------------
Lewis O. Wilks Director
*By /s/ John Sullivan
- ---------------------------------
John Sullivan
Attorney-in-Fact