Registration Nos. 333-212936, 333-207898,
333-198159, 333-183603, 333-177773,
333-171960, 333-147297, 333-140052,
333-130589, 333-114327, 333-110075,
333-71878, 333-57202, 333-53282,
333-48914, 333-48912, 333-41572,
333-35408, 333-92507, 333-76767,
333-74787, 333-47185
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 2, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-212936
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-207898
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 333-198159
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-183603
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-177773
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-171960
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-147297
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-140052
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-130589
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-114327
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333
-
110075
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-71878
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-57202
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-53282
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-48914
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-48912
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-41572
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333
-
35408
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-92507
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-76767
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-74787
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-47185
UNDER
THE
SECURITIES ACT OF 1933
MACOM Connectivity Solutions, LLC (successor in interest to Applied Micro Circuits Corporation)
(Exact name of registrant as specified in its charter)
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Delaware
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94-258691
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4555 Great America Parkway, Suite
601
Santa Clara, California 95054
(408) 542-8600
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Applied Micro
Circuits Corporation 2012 Employee Stock Purchase Plan
Applied Micro Circuits Corporation 2011 Equity Incentive Plan
Veloce Technologies, Inc.’s Amended and Restated 2009 Stock Incentive Plan
Veloce Technologies, Inc. Employee Bonus Plan
1998 Employee Stock Purchase Plan
Applied Micro Circuits Corporation 1992 Amended and Restated Equity Incentive Plan
Quake Technologies, Inc. Amended and Restated Stock Option Plan 2000
3Ware, Inc. Amended and Restated 2002 Stock Plan, As Amended,
3Ware, Inc. Amended and Restated 1997 Stock Option Plan
JNI Corporation 2000 Non-Qualified Stock Option Plan
JNI Corporation Amended and Restated 1999 Stock Option Plan
Jaycor Networks, Inc. 1997 Stock Option Plan, as amended
Raleigh Technology Corp. Equity Compensation Plan
2000 Equity Incentive Plan
MMC Networks, Inc. 1993 Stock Plan
MMC Networks, Inc. 1997 Stock Plan
MMC Networks, Inc. 1997 Director Option Plan
MMC Networks, Inc. 1997 Employee Stock Purchase Plan
Yuninetworks, Inc. 1999 Equity Incentive Plan
1992 Stock Option Plan
1998 Cimaron Communications Corporation Stock Incentive Plan
1982 Employee Incentive Stock Option Plan
1997 Directors’ Stock Option Plan
(Full titles of the plans)
John Croteau
President and Chief Executive Officer
MACOM Connectivity Solutions, LLC
4555 Great America Parkway, Suite, 601
Santa Clara, California 95054
(408) 542-8600
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With copies
to:
Marko Zatylny
Ropes & Gray LLP
Prudential Tower
800
Boylston Street
Boston, MA 02110
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☑
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment (this “
Post-Effective Amendment
”) relates to the following Registration Statements on Form S-8
(each, a “
Registration Statement
” and collectively, the “
Registration Statements
”) of Applied Micro Circuits Corporation, a Delaware corporation (the “
Registrant
”), previously filed by the
Registrant with the U.S. Securities and Exchange Commission (the “
SEC
”):
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Registration Statement on Form S-8 (File No. 333-212936), filed with the SEC on August 5, 2016, pertaining to the registration of 3,000,000 shares of the Registrant’s common stock, par value $0.01 per
share (the “
Shares
”), issuable under the Registrant’s 2012 Employee Stock Purchase Plan;
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•
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Registration Statement on Form S-8 (File No. 333-207898), filed with the SEC on November 9, 2015, pertaining to the registration of 3,300,000 Shares issuable under the Registrant’s 2011 Equity Incentive
Plan;
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•
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Registration Statement on Form S-8 (File No. 333-198159), filed with the SEC on August 14, 2014, pertaining to the registration of 2,000,000 Shares issuable under the Registrant’s 2012 Employee Stock
Purchase Plan;
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•
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Registration Statement on Form S-8 (File No. 333-183603), filed with the SEC on August 29, 2012, pertaining to the registration of 8,670,334 Shares issuable pursuant to the Veloce Technologies, Inc.’s
Amended and Restated 2009 Stock Incentive Plan, 4,340,223 Shares issuable upon settlement of outstanding awards granted under the Veloce Technologies, Inc. Employee Bonus Plan, and 1,800,000 Shares issuable under the Registrant’s 2012 Employee
Stock Purchase Plan;
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•
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Registration Statement on Form S-8 (File No. 333-177773), filed with the SEC on November 7, 2011, pertaining to the registration of 15,087,623 Shares issuable pursuant to the Registrant’s 2011 Equity
Incentive Plan;
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Registration Statement on Form S-8 (File No. 333-171960), filed with the SEC on January 31, 2011, pertaining to the registration of 1,500,000 Shares issuable pursuant to the Registrant’s 1998 Employee
Stock Purchase Plan;
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•
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Registration Statement on Form S-8 (File No. 333-147297), filed with the SEC on November 9, 2007, pertaining to the registration of 7,833,202 Shares (on a post-split basis) issuable under the Registrant’s
Amended and Restated 1992 Equity Incentive Plan;
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•
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Registration Statement on Form S-8 (File No. 333-140052), filed with the SEC on January 18, 2007, pertaining to the registration of 430,622 Shares (on a post-split basis) issuable under the Quake Technologies,
Inc. Amended and Restated Stock Option Plan 2000;
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•
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Registration Statement on Form S-8 (File No. 333-130589), filed with the SEC on December 22, 2005, pertaining to the registration of 2,000,000 Shares (on a post-split basis) issuable under the
Registrant’s 1998 Employee Stock Purchase Plan;
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•
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Registration Statement on Form S-8 (File No. 333-114327), filed with the SEC on April 8, 2004, pertaining to the registration of 1,079,490 Shares (on a post-split basis) issuable under the 3Ware, Inc. Amended
and Restated 2002 Stock Plan, As Amended, and 3Ware, Inc. Amended and Restated 1997 Stock Option Plan;
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Registration Statement on Form S-8 (File No. 333-110075), filed with the SEC on October 29, 2003, pertaining to the registration of 1,082,211 Shares (on a post-split basis) issuable under the JNI Corporation
2000 Non-Qualified Stock Option Plan, JNI Corporation Amended and Restated 1999 Stock Option Plan, and Jaycor Networks, Inc. 1997 Stock Option Plan, as amended, and 444,651 Shares (on a post-split basis) issuable under Registrant’s 1992 Stock
Option Plan, as amended;
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Registration Statement on Form S-8 (File No. 333-71878), filed with the SEC on October 19, 2001, pertaining to the registration of 2,000,000 Shares (on a post-split basis) issuable under the Registrant’s
1998 Employee Stock Purchase Plan;
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Registration Statement on Form S-8 (File No. 333-57202), filed with the SEC on March 19, 2001, pertaining to the registration of 13,465 Shares (on a post-split basis) issuable under the Raleigh Technology
Corp. Equity Compensation Plan;
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Registration Statement on Form S-8 (File No. 333-53282), filed with the SEC on January 5, 2001, pertaining to the registration of 6,250,000 Shares (on a post-split basis) issuable under the Registrant’s
2000 Equity Incentive Plan;
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Registration Statement on Form S-8 (File No. 333-48914), filed with the SEC on October 30, 2000, pertaining to the registration of 241,792 Shares (on a post-split basis) issuable under the MMC Networks, Inc.
1993 Stock Plan, 1,756,132 Shares (on a post-split basis) issuable under the MMC Networks, Inc. 1997 Stock Plan, 40,235 Shares (on a post-split basis) issuable under the MMC Networks, Inc. 1997 Director Option Plan, and 50,000 Shares (on a
post-split basis) issuable under the MMC Networks, Inc. 1997 Employee Stock Purchase Plan;
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Registration Statement on Form S-8 (File No. 333-48912), filed with the SEC on October 30, 2000, pertaining to the registration of 1,000,000 Shares (on a post-split basis) issuable under the Registrant’s
2000 Equity Incentive Plan;
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Registration Statement on Form S-8 (File No. 333-41572), filed with the SEC on July 17, 2000, pertaining to the registration of 66,861 Shares (on a post-split basis) issuable under the Yuninetworks, Inc. 1999
Equity Incentive Plan;
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Registration Statement on Form S-8 (File No. 333-35408), filed with the SEC on April 21, 2000, pertaining to the registration of 2,000,000 Shares (on a post-split basis) issuable under the Registrant’s
2000 Equity Incentive Plan;
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Registration Statement on Form S-8 (File No. 333-92507), filed with the SEC on December 10, 1999, pertaining to the registration of 7,600,000 Shares (on a post-split basis) issuable under the Registrant’s
1992 Stock Option Plan;
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Registration Statement on Form S-8 (File No. 333-76767), filed with the SEC on April 22, 1999, pertaining to the registration of 800,000 Shares (on a post-split basis) issuable under the Registrant’s 1998
Employee Stock Purchase Plan;
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Registration Statement on Form S-8 (File No. 333-74787), filed with the SEC on March 19, 1999, pertaining to the registration of 1,658,384 Shares (on a post-split basis) issuable under the 1998 Cimaron
Communications Corporation Stock Incentive Plan;
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Registration Statement on Form S-8 (File No. 333-47185), filed with the SEC on March 2, 1998, pertaining to the registration of 112,624 Shares (on a post-split basis) issuable under the Registrant’s 1982
Employee Incentive Stock Option Plan, 8,820,524 Shares (on a post-split basis) issuable under the 1992 Stock Option Plan, and 400,000 Shares (on a post-split basis) issuable under the 1997 Directors’ Stock Option Plan.
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Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of November 21, 2016 (the “
Merger Agreement
”),
by and among MACOM Technology Solutions Holdings, Inc., a Delaware corporation (“
MACOM
”), Montana Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of MACOM (“
Purchaser
”), MACOM Connectivity
Solutions, LLC (f/k/a Montana Merger Sub II, LLC), a Delaware limited liability company and wholly-owned subsidiary of MACOM (“
Merger Sub Two
”), and the Registrant, Purchaser merged with and into the Registrant, with the Registrant
surviving the merger as a wholly-owned subsidiary of MACOM (the “
Merger
”). Following the Merger, the Registrant, as the surviving corporation of the Merger, merged with and into Merger Sub Two, with Merger Sub Two surviving the
merger as a wholly-owned subsidiary of MACOM and becoming the successor in interest to the Registrant (the “
Surviving Company
”). The Merger became effective on January 26, 2017.
In connection with the closing of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with
undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Surviving Company, as the
successor in interest to the Registrant, hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Surviving Company, as successor in interest to the Registrant, certifies that
it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lowell, Commonwealth of Massachusetts, on February 2, 2017.
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MACOM CONNECTIVITY SOLUTIONS, LLC (successor in interest to Applied Micro Circuits Corporation)
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By:
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/s/ John Croteau
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Name:
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John Croteau
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements
has been signed below by the following persons in the capacities and on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ John Croteau
John Croteau
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President and Chief Executive Officer
(Principal Executive Officer)
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February 2, 2017
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/s/ Robert J. McMullan
Robert J. McMullan
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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February 2, 2017
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/s/ John Croteau
John Croteau
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President and Chief Executive Officer of
MACOM Technology Solutions Inc., as
sole member of MACOM Connectivity
Solutions, LLC
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February 2, 2017
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