UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended December 31, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to
.

Commission File Number: 000-23193





APPLIED MICRO CIRCUITS CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-2586591                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|215 Moffett Park Drive, Sunnyvale, CA                          |  | 94089                               
|(Address of principal executive offices)                       |  | (Zip code)                          

Registrants telephone number, including area code: (408) 542-8600





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

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):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

As of December 31, 2010, 64,749,267 shares of the registrants common stock, $0.01 par value per share, were issued and
outstanding.









---

EXPLANATORY NOTE

Applied Micro Circuits Corporation (the Company) is filing this Amendment No. 1 (the Amendment) to the Quarterly
Report on Form 10-Q for the quarter ended December 31, 2010, which was filed on January 31, 2011 (the Original Filing). The sole purpose of the Amendment is to re-file Exhibit 2.4 in response to comments received from the staff of the
Securities and Exchange Commission relating to a confidential treatment request that the Company submitted in connection with certain portions of Exhibit 2.4 filed with the Original Filing.

Except as described above, the Original Filing has not been amended or updated. Accordingly, the Amendment should be read in conjunction
with the Original Filing. The information contained in the Amendment does not reflect events occurring after the filing of the Original Filing.



---

|PART II. | OTHER INFORMATION
|-------- | -----------------



|ITEM 6. | EXHIBITS
|------- | --------



2.1(1)+*

Agreement and Plan of Merger between the Company, Espresso Acquisition Corporation and Veloce Technologies, Inc., dated May 17, 2009.2.2(5)^*

Stock Purchase Agreement among the Company, TPack A/S, Slottsbacken Fund II KY, Slottsbaken Fund Two KB, Vaekstfonden and Novi A/S, and the Sellers Representative named
therein, dated as of August 17, 2010.2.3(5)^

Amendment No. 1 to Stock Purchase Agreement by and among the Company and Vaekstfonden, as Sellers Representative, dated September 17, 2010.2.4^*

Amendment No. 1 to Agreement and Plan of Merger between the Company, Espresso Acquisition Corporation and Veloce Technologies, Inc., dated November 8, 2010.3.1(2)

Amended and Restated Certificate of Incorporation of the Company.3.2(5)

Amended and Restated Bylaws of the Company.4.1(3)

Specimen Stock Certificate.10.65(4)

Employment agreement dated December 29, 2009 by and between the Company and William Caraccio.31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1(6)

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2(6)

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




|+ | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|* | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company has furnished supplementally to the SEC copies of the omitted schedules.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|^ | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------



3



---

|(1) | Incorporated by reference to identically numbered exhibit filed with the Companys Quarterly Report on Form 10-Q/A (No. 000-23193) for the quarter ended
June 30, 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to Exhibit 3.2 filed with the Companys Registration Statement on Form S-1 (No. 333-37609) filed October 10, 1997, and as amended by
Exhibit 3.3 filed with the Companys Registration Statement on Form S-4 (No. 333-45660) filed September 12, 2000 and Exhibit 3.1 filed with the Companys Current Report on Form 8-K on December 11, 2007.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to identically numbered exhibit filed with the Companys Registration Statement on Form S-1 (No. 333-37609) filed October 10, 1997,
or with any amendments thereto.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to identically numbered exhibit filed with the Companys Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended
June 30, 2010.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to identically numbered exhibit filed with the Companys Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended
September 30, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to identically numbered exhibit filed with Companys Quarterly Report on Form 10-Q (No.000-23193) for the quarter ended December 31,
2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



4



---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Quarterly
Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 15, 2012



APPLIED MICRO CIRCUITS CORPORATIONBy:

/S/    ROBERT G.
GARGUSRobert G. GargusSenior Vice President and Chief Financial Officer(Duly Authorized Signatory and Principal Financial and Accounting Officer)




5



---

Exhibit Index



2.1(1)+*

Agreement and Plan of Merger between the Company, Espresso Acquisition Corporation and Veloce Technologies, Inc., dated May 17, 2009.2.2(5)^*

Stock Purchase Agreement among the Company, TPack A/S, Slottsbacken Fund II KY, Slottsbacken Fund Two KB, Vaekstfonden and Novi A/S, and the Sellers Representative named
therein, dated as of August 17, 2010.2.3(5)^

Amendment No. 1 to Stock Purchase Agreement by and among the Company and Vaekstfonden, as Sellers Representative, dated September 17, 2010.2.4^*

Amendment No. 1 to Agreement and Plan of Merger between the Company, Espresso Acquisition Corporation and Veloce Technologies, Inc., dated November 8, 2010.3.1(2)

Amended and Restated Certificate of Incorporation of the Company.3.2(5)

Amended and Restated Bylaws of the Company.4.1(3)

Specimen Stock Certificate.10.65(4)

Employment agreement dated December 29, 2009 by and between the Company and William Caraccio.31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1(6)

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2(6)

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




|+ | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|* | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company has furnished supplementally to the SEC copies of the omitted schedules.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|^ | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | Incorporated by reference to identically numbered exhibit filed with the Companys Quarterly Report on Form 10-Q/A (No. 000-23193) for the quarter ended
June 30, 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to Exhibit 3.2 filed with the Companys Registration Statement on Form S-1 (No. 333-37609) filed October 10, 1997, and as amended by
Exhibit 3.3 filed with the Companys Registration Statement on Form S-4 (No. 333-45660) filed September 12, 2000 and Exhibit 3.1 filed with the Companys Current Report on Form 8-K on December 11, 2007.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to identically numbered exhibit filed with the Companys Registration Statement on Form S-1 (No. 333-37609) filed October 10, 1997,
or with any amendments thereto.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to identically numbered exhibit filed with the Companys Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended
June 30, 2010.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to identically numbered exhibit filed with the Companys Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended
September 30, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to identically numbered exhibit filed with Companys Quarterly Report on Form 10-Q (No.000-23193) for the quarter ended December 31,
2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



6