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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
October 20, 2004
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 Number) (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)
Not Applicable
(Former name or former address, if changed since last report)
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))
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ITEM 2.02. Results of Operations and Financial Condition
On October 20, 2004, PMC-Sierra, Inc. (the "Registrant") issued a press
release reporting the financial results for its fiscal third quarter ended
September 26, 2004. The press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
The information in this Form 8-K and the Exhibit, attached hereto, shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such filing.
As a supplement to the Registrant's consolidated financial statements
presented on a generally accepted accounting principles (GAAP) basis, the
Registrant provides additional non-GAAP measures for net income (loss) and net
income (loss) per share in its press release.
A non-GAAP financial measure is a numerical measure of a company's
performance, financial position, or cash flows that either excludes or includes
amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with GAAP. The
Registrant believes that the additional non-GAAP measures are useful to
investors for the performance of financial analysis. Management uses these
measures internally to evaluate its in-period operating performance and the
measures are used for planning and forecasting of the Registrant's future
periods. However, non-GAAP measures are not in accordance with, nor are they a
substitute for, GAAP measures. Other companies may use different non-GAAP
measures and presentation of results.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release, dated October 20, 2004, reporting
financial results of PMC-Sierra, Inc. for its fiscal
third quarter ended September 26, 2004 (furnished and
not filed herewith solely pursuant to Item 2.02).
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.
PMC-SIERRA, INC.
(Registrant)
Date: October 20, 2004 By: /s/ Alan F. Krock
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Alan F. Krock
Vice President, Finance
Chief Financial Officer and
Principal Accounting Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release, dated October 20, 2004, reporting financial results of
PMC-Sierra, Inc. for its fiscal third quarter ended September 26,2004.