Applied Micro Circuits Corporation
Ticker:AMCC 6290 Sequence Drive
Exchange:NASDAQ-National Market San Diego, CA 92121
Industry:High-Tech (SIC Code 3674) (619) 450-9333
# of Employees:287

Offering Information
Type of Shares:Common Shares Filing Date:10/10/97
U.S. Shares:5,553,000 Offer Date:11/24/97
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:2,700,000 Offer Price:$8.00
Secondary Shares:2,853,000 Gross Spread:$0.56
Offering Amount: $49,977,000 Selling:$0.32
Expenses:$700,000 Reallowance:$0.10
Shares Out After:19,801,750

Primary Underwriting Group
ManagerTierPhone
BancAmerica Robertson StephensLead Manager (415) 989-8500
Cowen & CompanyCo-manager (212) 495-6000
Nationsbanc Montgomery Securities, Inc.Co-manager (415) 627-2100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Venture Law Group
Bank's Law Firm: Brobeck, Phleger & Harrison
Auditor: Ernst & Young
Registrar/Transfer Agent: Harris Trust Company of California

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/97 9/30/97 9/30/96 9/30/97
Revenue:$57.47$35.21$27.95Assets:$44.38
Net Income:$6.32$5.93$2.64Curr Assets:$30.24
EPS:$0.33$0.30Liabilities:$14.26
Prior EPS:$6.95$6.63Curr Liabilities:$10.88
Cash Flow/Oper:$11.93-$5.00-$2.09Equity:$30.12
Cash Flow/Fin:-$3.49-$5.39-$3.36Cash:$5.49
Cash Flow/Inv:-$7.23-$5.39Working Cap:$19.36

Business Description
The company designs, develops, manufactures and markets high performance, high bandwidth silicon solutions for the world's communications infrastructure. The Company utilizes a combination of high-frequency, mixed-signal design expertise, system-level knowledge and multiple silicon process technologies to offer IC products for the telecommunications markets that address the SONET/SDH and ATM transmission standards and for the data communications markets that address the Gigabit Ethernet, ATM and Fibre Channel transmission standards. The Company also leverages its technology to provide solutions for the ATE, high-speed computing and military markets. Customers of the Company include 3Com, Alcatel, Cisco Systems, Compaq, Hughes Electronics, Nortel, Sun Microsystems and Teradyne.

Competition
The semiconductor market, particularly the high-performance semiconductor market, is highly competitive and subject to rapid technological change, price erosion and heightened international competition. The telecommunications, data communications, ATE and high-speed computing industries are also becoming intensely competitive due in part to deregulation and heightened international competition. The ability of the Company to compete successfully in its markets depends on a number of factors, including product performance, success in designing and subcontracting the manufacture of new products that implement new technologies, product quality, reliability, price, the efficiency of production, design wins for its IC products, ramp up of production of the Company's products for particular system manufacturers, end-user acceptance of the system manufacturers' products, market acceptance of competitors' products and general economic conditions. In addition, the Company's competitors may offer enhancements to existing products, or offer new products based on new technologies, industry standards or customer requirements, that are available to customers on a more timely basis than comparable products from the Company or that have the potential to replace or provide lower cost alternatives to the Company's products. The introduction of such enhancements or new products by the Company's competitors could render the Company's existing and future products obsolete or unmarketable. Furthermore, once a customer has designed a supplier's product into its system, the customer is extremely reluctant to change its supply source due to the significant costs associated with qualifying a new supplier. Finally, the Company expects that certain of its competitors and other semiconductor companies may seek to develop and introduce products that integrate the functions performed by the Company's IC products on a single chip, thus eliminating the need for the Company's products. Each of these factors could have a material adverse effect on the Company's business, financial condition and results of operations. In the telecommunications and data communications markets, the Company competes primarily against GaAs-based companies such as Giga, TriQuint and Vitesse, and bipolar silicon-based products from companies such as Hewlett- Packard, Maxim and Sony. In certain circumstances, most notably with respect to ASICs supplied to Northern Telecom, AMCC's customers or potential customers have internal IC manufacturing capability, and this internal source is an alternative available to the customer. In the ATE market, the Company competes primarily against Vitesse and silicon ECL and BiCMOS products offered principally by semiconductor manufacturers such as Analog Devices, Lucent Technologies and Maxim. In the high-speed computing market, the Company competes against companies such as Chrontel and PLX. Many of these companies and potential new competitors have significantly greater financial, technical, manufacturing and marketing resources than the Company. In addition, in lower-frequency applications, the Company faces increasing competition from other CMOS-based products, particularly as the performance of such products continues to improve. There can be no assurance that the Company will be able to develop new products to compete with new technologies on a timely basis or in a cost- effective manner. Any failure by the Company to compete successfully in its target markets, particularly in the telecommunications and data communications markets, would have a material adverse effect on the Company's business, financial condition and results of operations.

Business Plan
The company's objective is to be the leading supplier of high-performance, high-bandwidth connectivity IC solutions for the world's communications infrastructure. To achieve this objective, the company employs the following strategies: (I) Focus on High-Growth Telecommunication Markets, (ii) Leverage Telecommunication Capabilities in High-Bandwidth Data Communications Markets, (iii) Exploit Established Markets, (iv) Capitalize on Multiple Silicon-Process Technologies to Provide Optimized Solutions, (v) Capitalize on Established Silicon-Process Technologies to Provide Cost-Effective Solutions and (vi) Continue to Develop Internal Wafer Fabrication Capability.

Use of Proceeds
The proceeds from the proposed offering will be used for capital expenditures related to expansion of the company's manufacturing operations, working capital and general corporate purposes.

Executive Officers and Directors
Officer NameTitleAge
Roger A. Smullen, Sr.Chairman of the Board of Directors, Acting Vice President, Operations61
David M. RickeyPresident, Chief Executive Officer and Director41
Laszlo V. GalVice President, Engineering49
Joel O. HollidayVice President, Finance and Administration, Treasurer, Chief Financial Officer and Secretary58
Anil K. BediVice President, Marketing47
Thomas L. TullieVice President, Sales33

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