Item 1.01 Entry into a Material Definitive Agreement.
On May 17, 2009, Applied Micro Circuits Corporation (the "Company") entered into agreements with Veloce Technologies, Inc. ("Veloce") pursuant to which Veloce has agreed to perform development work for the Company on an exclusive basis for up to five years for cash and other consideration, including a warrant to purchase shares of the Company's common stock, which would vest upon the achievement of certain performance and time-based milestones. Under a merger agreement between the Company and Veloce, which has been approved by Veloce's Board of Directors and stockholders, the Company also agreed to acquire Veloce if certain performance milestones and delivery schedules set forth under the merger and other agreements are achieved. The Company also has the unilateral option to acquire Veloce in the event Veloce fails to meet the milestones and delivery schedules. Should the Company acquire Veloce pursuant to the merger agreement, the purchase price payable by the Company is estimated to be in the range of approximately $5 million to up to approximately $100 million, subject to adjustment. The final price would be based upon multiple performance, delivery and other timing criteria and could not be determined without reference to a number of future events and contingencies. The form of consideration used for the merger would be determined by the Company at the time of the merger. The merger agreement contains customary representations, warranties and covenants and may be terminated upon mutual agreement of the parties or unilaterally by the Company or Veloce if the other party fails to meet certain conditions set forth in the agreement. The agreements permit the Company to appoint one individual to serve on Veloce's Board of Directors and Board committees. Safe Harbor for Forward-Looking Statements This Current Report on Form 8-K may contain forward-looking statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, statements made with respect to the Company's obligation, or unilateral option, to acquire Veloce, and the estimated purchase price of any such acquisition. Statements included in this Current Report on Form 8-K are based upon information known to the Company as of the date of this Current Report on Form 8-K. Although the Company believes the statements contained herein to be accurate as of the date they were made, it can give no assurance that such expectations will prove to be correct. The Company does not undertake any obligation to publicly revise or update these forward-looking statements.

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