================================================================================ Securities and Exchange Commission Washington, D.C. 20549 ___________ FORM 8-K ___________ Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 12, 1997 Level One Communications, Incorporated ___________________________________________________ (Exact name of registrant as specified in its charter) California 0-22068 33-0128224 -------------------- ------- ---------- State or other jurisdiction of Commission File Number IRS Employer incorporation Identification No. 9750 Goethe Road Sacramento, California 95827 _______________________________ (Address of principal executive offices) 916-855-5000 ------------ (Registrant's telephone number, including area code) ================================================================================ Item 5. Other Events. On August 12, 1997, the following press release was issued in connection with Level One Communications, Incorporated's proposed issuance of convertible subordinated notes: "SACRAMENTO, Calif., Aug. 12/PRNewswire/ -- Level One Communications, Incorporated (Nasdaq: LEVL)(http://www.level1.com) announced on August 12, 1997, --------------------- that it intends, subject to market and other conditions, to raise $100 million (excluding the proceeds of over allotment option, if any) through a private offering of convertible subordinated notes within the United States to qualified institutional investors and outside the United States to non-U.S. investors. "The Company stated that it intends to use the proceeds of the offering for general corporate purposes, including capital expenditures and working capital. In addition, the Company may apply a portion of the net proceeds to acquire complementary businesses, products and technologies, none of which has of yet been identified. "The notes are expected to be convertible into shares of common stock and will have a seven year term. No other terms were disclosed. "The securities to be offered will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws." Signature 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. LEVEL ONE COMMUNICATIONS, INCORPORATED By: /s/ John Kehoe -------------- John Kehoe Vice President and Chief Financial Officer Dated: August 13, 1997