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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
December 17, 2004
Date of Report (Date of earliest event reported)
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PMC-SIERRA, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-19084 94-2925073
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) 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 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On December 17, 2004, PMC-Sierra, Inc. (the "Registrant") gave notice to
holders of its outstanding 3.75% Convertible Subordinated Notes due August 15,
2006 (the "Notes") that it has called the remaining balance on the Notes for
redemption on January 18, 2005. The Notes were issued pursuant to an Indenture,
dated as of August 6, 2001 between the Registrant and U.S. Bank National
Association, as successor to State Street Bank and Trust Company of California,
N.A., as trustee. The aggregate principal amount of the Notes outstanding is
approximately $68.1 million.
On or prior to the close of business on January 14, 2005, holders of the
Notes may elect to convert their Notes into common stock of the Registrant at a
conversion price of $42.43, or approximately 23.57 shares of common stock per
$1,000 principal amount of Notes. The Registrant will pay cash in lieu of
fractional shares.
To the extent that Note holders do not convert their Notes into common
stock of the Registrant, such Notes will be automatically redeemed on January
18, 2005, at a total redemption price of approximately $1,030.94 per $1,000
amount of Notes, consisting of $1,015 principal amount plus accrued interest of
approximately $15.94. From and after January 18, 2005, the Notes will cease to
accrue interest, and holders of the Notes will only have the right to receive
the redemption price plus accrued and unpaid interest. The Company expects to
pay cash redemptions from its available cash and cash equivalent balances, and
believes that remaining sources of liquidity will satisfy its requirements
through the end of 2005.
The press release is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release, dated December 17, 2004, reporting that
PMC-Sierra, Inc. has called its Convertible Subordinated
Notes due August 15, 2006.
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: December 17, 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 December 17, 2004, reporting that PMC-Sierra,
Inc. has called its Convertible Subordinated Notes due August 15,
2006.