UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 12, 2005
Date of Report (Date of earliest event reported)
________________
PMC-SIERRA, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-19084 94-2925073
(Commission File) (IRS Employer Identification Number)
3975 Freedom Circle
Santa Clara, CA 95054
(Address of Principal Executive Offices) (Zip Code)
(408) 239-8000
(Registrant's telephone number, including area code)
________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
From time-to-time, PMC-Sierra, Inc. (the "Company") may grant awards,
including stock options, to its executive officers and other employees under its
1994 Incentive Stock Plan, as amended (the "1994 Plan"). The 1994 Plan was filed
as Exhibit 10.2 to the Company's Form 10-Q filed on May 13, 2003. A form of
agreement pursuant to which stock options are granted under the 1994 Plan is
attached hereto as Exhibit 10.17 and is hereby incorporated by reference.
From time-to-time the Company may grant awards, including stock
options, to its executive officers and other employees under its 2001 Stock
Option Plan, as amended, (the "2001 Plan"). The 2001 Plan was filed as Exhibit
10.3 to the Company's Form 10-Q filed on August 12, 2003. A form of agreement
pursuant to which stock options are granted under the 2001 Plan is attached
hereto as Exhibit 10.18 and is hereby incorporated by reference.
On April 12, 2005, the Company's Board of Directors approved the
following changes to compensation paid to non-employee directors, effective
April 6, 2005:
o Increase the annual cash payment to each director from $16,000 to
$20,000 per year.
o Offer annually the lead independent director or independent board
chair and the audit committee chair the choice between a $15,000
cash payment, or a fully vested option to purchase a number of
shares equal to $45,000 divided by the per share market value on the
date of grant.
o Offer annually each committee member, other than the audit committee
chair, the choice between a $3,000 cash payment, or a fully vested
option to purchase a number of shares equal to $9,000 divided by the
per share market value on the date of grant.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description
10.17 Form of stock option agreement for 1994 Incentive Stock Plan,
as amended.
10.18 Form of stock option agreement for 2001 Stock Option Plan,
as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PMC-SIERRA, INC.
/s/ Alan F. Krock
----------------------------
Alan F. Krock
Vice President,
Chief Financial Officer and
Principal Accounting Officer
Date: April 14, 2005
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