As filed with the Securities and Exchange Commission on June 29, 2000
                                                   Registration No. 333-________
================================================================================
                       ECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                         94-2925073
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              105-8555 Baxter Place
                        Burnaby, British Columbia V5A 4V7
                                     Canada

                    (Address of principal executive offices)

                        ---------------------------------

             Malleable Technologies, Inc. 1998 Stock Incentive Plan
                            (Full title of the plan)

                          The Corporation Trust Company
                               1209 Orange Street
                           Wilmington, Delaware 19801
                                 (800) 677-3394
            (Name, address and telephone number of agent for service)

                        ---------------------------------
                                    Copy to:
                                   Neil Wolff
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050



                         CALCULATION OF REGISTRATION FEE
================================================================================
                                   Proposed          Proposed
   Title of                        Maximum           Maximum          Amount
  Securities          Amount       Offering         Aggregate           of
    to be             to be       Price Per          Offering      Registration
Registered (1)      Registered      Share             Price            Fee
---------------- -------------- --------------  ----------------    ------------
Common Stock,
$0.001 par value   474,371 (2)     $ 3.26 (2)    $ 1,546,449.46 (2)   $ 408.26
---------------- -------------- --------------  ------------------- ------------
Common Stock,
$0.001 par value   197,987 (3)   $ 187.1719 (3) $ 37,057,602.96 (3)  $ 9,783.20
================ ============== ==============  =================== ============

  (1)   Pursuant to the  Acquisition  Agreement  dated as of June 13, 2000 among
        PMC-Sierra,  Inc. ("PMC"), Maelstrom Acquisition Corporation,  Malleable
        Technologies,  Inc.  ("Malleable"),  Curits Abbott and State Street Bank
        and Trust Company of California, N.A., PMC assumed, effective as of June
        27, 2000,  all of the  outstanding  options to purchase  common stock of
        Malleable  under the  Malleable  1998  Stock  Incentive  Plan,  and such
        options  became  exercisable  to purchase  shares of PMC's common stock,
        with appropriate  adjustments to the number of shares and exercise price
        of each assumed option.
  (2)   Options  granted  pursuant to an employee  stock option plan.  Estimated
        pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
        solely for the purpose of calculating the registration fee. Based on the
        price per share at which the options may be exercised.
  (3)   Shares reserved for future issuance.  Estimated  pursuant to Rule 457(c)
        under the Securities Act of 1933, as amended,  solely for the purpose of
        calculating the  registration  fee. Based on the average of the high and
        low prices of the common  stock on June 26,  2000,  as  reported  on the
        Nasdaq National Market.
================================================================================

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents and information are incorporated by reference
as filed with the Securities and Exchange Commission:

          (a)  PMC-Sierra,  Inc.'s  ("PMC's")  Form 10-K  Annual  Report for the
               fiscal  year  ended  December  26,  1999,  as  amended  (File No.
               000-19084).

          (b)  PMC's proxy statement for the 2000 Annual Meeting of Stockholders
               (File No. 000-19084).

          (c)  PMC's Form 10-Q Quarterly  Report for the quarter ended March 26,
               2000, as amended (File No. 000-19084).

          (d)  PMC's Forms 8-K dated March 20, 2000, April 12, 2000 and June 20,
               2000 (File No. 000-19084).


           All documents  subsequently  filed by PMC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be part hereof from the date of filing such documents.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Certain  legal matters with respect to the shares will be passed upon
by Wilson, Sonsini,  Goodrich & Rosati, a Professional  Corporation,  Palo Alto,
California.

Item 6.    Indemnification of Directors and Officers.

           Section  145  of  the  Delaware  General  Corporation  Law  generally
provides that a  corporation  is empowered to indemnify any person who is made a
party to any  threatened,  pending or completed  action,  suit or  proceeding by
reason of the fact that he is or was a director,  officer,  employee or agent of
the corporation or is or was serving, at the request of the corporation,  in any
of such capacities of another corporation or other enterprise, if such director,
officer,  employee  or agent  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  This statute describes in detail the right of
PMC to indemnify any such person.

<PAGE>


         PMC's Certificate of Incorporation  eliminates in certain circumstances
the  liability  of  directors  of PMC for  monetary  damages for breach of their
fiduciary duty as directors.  This provision does not eliminate the liability of
a  director  (i) for  breach of the  director's  duty of  loyalty  to PMC or its
stockholders,  (ii) for acts or  omissions  by the director not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
willful or negligent  declaration  of an unlawful  dividend,  stock  purchase or
redemption or (iv) for transactions  from which the director derived an improper
personal benefit.

         PMC's  Certificate  of  Incorporation   also  provides   generally  for
indemnification  of all  directors  and  officers of PMC to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware. Such right to
indemnification  shall be deemed to be a contract  right and includes  generally
the right to be paid by PMC the expenses  incurred in defending  any  proceeding
covered by this provision in advance of its final  disposition.  Individuals who
are entitled to  indemnification  may bring suit to seek recovery of amounts due
under the  foregoing  provisions  and to recover  the  expenses  of such suit if
successful.

         PMC has entered into indemnification agreements to such effect with its
officers and directors containing  provisions which are in some respects broader
than  the  specific   indemnification   provisions   contained  in  the  General
Corporation  Law of Delaware.  The  indemnification  agreements may require PMC,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature) and to advance  their  expenses  incurred as a result of any  proceeding
against them as to which they could be indemnified.

         PMC believes that it is the position of the Commission  that insofar as
the  foregoing  provisions  may be invoked to  disclaim  liability  for  damages
arising under the Securities  Act, such  provisions are against public policy as
expressed in the Securities Act and are therefore unenforceable.

         PMC currently maintains an officers' and directors' liability insurance
policy which covers,  subject to the exclusions  and  limitations of the policy,
officers and directors of PMC against certain  liabilities which may be incurred
by them solely in such capacities.

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

          Exhibit
          Number
          -------
              4.1   Malleable Technologies, Inc. 1998 Stock Incentive Plan

              4.2   Form of Stock Option Agreement under Malleable Technologies,
                    Inc. 1998 Stock Incentive Plan

              5.1   Opinion of Wilson  Sonsini  Goodrich & Rosati,  Professional
                    Corporation

             23.1   Consent of Deloitte & Touche LLP, Independent Auditors

             23.2   Consent of Counsel (Contained in Exhibit 5.1 above)

             24.1   Power of Attorney (see page II-4)


<PAGE>

Item 9.    Undertakings.

           (a)    PMC hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           registration   statement   to  include  any  material
                           information  with respect to the plan of distribution
                           not   previously   disclosed   in  the   registration
                           statement or any material change to such  information
                           in the registration statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof.

                  (3)      To   remove   from    registration    by   means   of
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b)  PMC  hereby  undertakes  that, for  purposes  of  determining  any
liability  under the Securities Act, each filing of PMC's annual report pursuant
to Section  13(a) or Section 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of PMC pursuant to the Delaware  General  Corporation  Law, the  Certificate  of
Incorporation  or the Bylaws of PMC,  Indemnification  Agreements  entered  into
between PMC and its officers and directors,  or otherwise,  PMC has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by PMC in the successful defense of any action,  suit or proceeding)
is asserted by such director,  officer or controlling  person in connection with
the securities being registered  hereunder,  PMC will,  unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public  policy as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act, PMC 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 Registration  Statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Burnaby, British Columbia, Canada, on this 27th day of June 2000.

                                                    PMC-SIERRA, INC.

                                                    By:  /s/John W. Sullivan
                                                    ----------------------------
                                                    John W. Sullivan, Vice
                                                    President of Finance
                                                    and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally,  Robert
L. Bailey and John W.  Sullivan  his  attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact,  or his substitute or substitutes, may do or cause to be
done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

 Signature                         Title                                 Date
--------------------    --------------------------------------     -------------

/s/ROBERT L. BAILEY     President, Chief Executive Officer and     June 27, 2000
--------------------    Chairman of the Board of Directors
(Robert L. Bailey)      (principal executive officer)


/s/JOHN W. SULLIVAN     Vice President of Finance and Chief        June 27, 2000
-------------------     Financial Officer (principal financial
(John W. Sullivan)      and accounting officer)

/s/JAMES V. DILLER      Director                                   June 27, 2000
------------------
(James V. Diller)

/s/ALEXANDRE BALKANSKI  Director                                   June 27, 2000
----------------------
(Alexandre Balkanski)

/s/FRANK J. MARSHALL    Director                                   June 27, 2000
--------------------
(Frank J. Marshall)

/s/L. COLIN BEAUMONT    Director                                   June 27, 2000
-------------------
(L. Colin Beaumont)



<PAGE>

                                   Exhibit 4.1

                          MALLEABLE TECHNOLOGIES, INC.
                            1998 STOCK INCENTIVE PLAN

1.  Purposes  of the Plan.  The  purposes  of this Stock  Incentive  Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility,  to provide  additional  incentive to  Employees,  Directors and
Consultants  and  to  promote  the  success  of  the  Company's   business.

2.  Definitions.  As used herein,  the following  definitions  shall apply:

     (a) "Administrator"  means the Board or any of the Committees  appointed to
         administer the Plan.

     (b) "Applicable  Laws"  means  the  legal  requirements   relating  to  the
         administration  of stock  incentive  plans,  if any,  under  applicable
         provisions  of  federal  securities  laws,   California  corporate  and
         securities  laws, the Code, the rules of any applicable  stock exchange
         or national  market system,  and the rules of any foreign  jurisdiction
         applicable to Awards granted to residents therein.

     (c) "Award" means the grant of an Option,  Restricted Stock, or other right
         or benefit under the Plan.

     (d) "Award Agreement" means the written  agreement  evidencing the grant of
         an  Award  executed  by the  Company  and the  Grantee,  including  any
         amendments  thereto.

     (e) "Board"  means the Board of  Directors of the Company.

     (f) "Code" means the Internal Revenue Code of 1986, as amended.

     (g) "Committee"  means any  committee  appointed by the Board to administer
         the Plan.

     (h) "Common  Stock" means the common stock of the Company.

     (i) "Company" means Malleable Technologies, Inc.


     (j) "Consultant"  means any person who is engaged by the Company or Related
         Entity to render  consulting  or advisory  services  as an  independent
         contractor and is compensated for such services.

     (k) "Continuous  Status as an Employee,  Director or Consultant" means that
         the  provision  of services  to the Company or a Related  Entity in any
         capacity of Employee,  Director or  Consultant,  is not  interrupted or
         terminated.  Continuous  Status as an Employee,  Director or Consultant
         shall not be  considered  interrupted  in the case of (i) any  approved
         leave of absence,  (ii) transfers  between  locations of the Company or
         among  the  Company,  any  Related  Entity,  or any  successor,  in any
         capacity of Employee,  Director or  Consultant,  or (iii) any change in
         status as long as the individual  remains in the service of the Company
         or a Related Entity in any capacity of Employee, Director or Consultant
         (except as otherwise provided in the Award Agreement).  For purposes of
         Incentive  Stock  Options,  no such leave may exceed  ninety (90) days,
         unless  reemployment  upon  expiration  of such leave is  guaranteed by
         statute or contract.

<PAGE>


     (l) "Corporate Transaction" means any of the following shareholder-approved
         transactions to which the Company is a party:

         (i)  a  merger  or  consolidation  in  which  the  Company  is not  the
              surviving  entity,  except for a transaction the principal purpose
              of  which  is  to  change  the  state  in  which  the  Company  is
              incorporated;

         (ii) the sale,  transfer or other  disposition of all or  substantially
              all of the assets of the Company  (including  the capital stock of
              the Company's  subsidiary  corporations)  in  connection  with the
              complete liquidation or dissolution of the Company; or

         (iii)any reverse  merger in which the Company is the  surviving  entity
              but in which  securities  possessing more than fifty percent (50%)
              of the total  combined  voting power of the Company's  outstanding
              securities are  transferred to a person or persons  different from
              those who held such securities immediately prior to such merger.


     (m)  "Director" means a member of the Board.


     (n) "Employee" means any person,  including an Officer or Director,  who is
         an  employee of the  Company or any  Related  Entity.  The payment of a
         director's  fee by the Company  shall not be  sufficient  to constitute
         "employment" by the Company.

     (o)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (p) "Fair Market  Value" means,  as of any date,  the value of Common Stock
         determined as follows:

          (i) Where there exists a public market for the Common Stock,  the Fair
              Market  Value shall be (A) the  closing  price for a Share for the
              last  market  trading  day prior to the time of the  determination
              (or, if no closing  price was  reported on that date,  on the last
              trading date on which a closing  price was  reported) on the stock
              exchange  determined by the Administrator to be the primary market
              for the Common Stock or the Nasdaq National  Market,  whichever is
              applicable,  or (B) if the Common  Stock is not traded on any such
              exchange or national market system, the average of the closing bid
              and asked prices of a Share on the Nasdaq Small Cap Market for the
              day prior to the time of the determination  (or, if no such prices
              were  reported on that date, on the last date on which such prices
              were  reported),  in each case,  as  reported  in The Wall  Street
              Journal or such other source as the Administrator  deems reliable;
              or

          (ii)In the absence of an  established  market of the type described in
              (i),  above,  for the Common Stock,  the Fair Market Value thereof
              shall be  determined by the  Administrator  in good faith and in a
              manner  consistent  with  Section  260.140.50  of  Title 10 of the
              California Code of  Regulations.


     (q) "Grantee"  means an Employee,  Director or  Consultant  who receives an
         Award under the Plan.

     (r) "Incentive  Stock  Option"  means an Option  intended  to qualify as an
         incentive stock option within the meaning of Section 422 of the Code

     (s) "Non-Qualified Stock Option" means an Option not intended to qualify as
         an Incentive Stock Option.
<PAGE>

     (t) "Officer"  means a person who is an officer of the  Company  within the
         meaning of Section 16 of the Exchange Act and the rules and regulations
         promulgated thereunder.

     (u) "Option" means a stock option granted pursuant to the Plan.

     (v) "Parent"  means  a  "parent  corporation,"  whether  now  or  hereafter
         existing, as defined in Section 424(e) of the Code.

     (w) "Plan" means this 1998 Stock  Incentive  Plan.

     (x) "Registration Date" means the closing of the first sale of Common Stock
         to the general public  pursuant to a registration  statement filed with
         and declared effective by the Securities and Exchange  Commission under
         the Securities Act of 1933, as amended.

     (y) "Related  Entity"  means  any  Parent,  Subsidiary  and  any  business,
         corporation,  partnership, limited liability company or other entity in
         which  the  Company,  a  Parent  or a  Subsidiary  holds a  substantial
         ownership  interest,  directly or indirectly.

     (z) "Restricted  Stock" means  Shares  issued under the Plan to the Grantee
         for such  consideration,  if any, and subject to such  restrictions  on
         transfer,  rights of first refusal,  repurchase provisions,  forfeiture
         provisions,  and  other  terms and  conditions  as  established  by the
         Administrator.

     (aa) "Share" means a share of the Common Stock.


     (bb)"Subsidiary" means a "subsidiary corporation," whether now or hereafter
         existing, as defined in Section 424(f) of the Code.

3. Stock  Subject  to the Plan.

     (a) Subject to the provisions of Section 11(a) below, the maximum aggregate
         number of Shares which may be issued pursuant to all Awards  (including
         Incentive  Stock  Options)  is  6,404,938  Shares.  The  Shares  may be
         authorized, but unissued, or reacquired Common Stock.

     (b) If an Award  expires  or  becomes  unexercisable  without  having  been
         exercised  in full,  or if any  unissued  Shares  are  retained  by the
         Company  upon  exercise  of an Award in order to satisfy  the  exercise
         price for such Award or any withholding  taxes due with respect to such
         Award,  such  unissued or retained  Shares shall become  available  for
         future grant or sale under the Plan  (unless the Plan has  terminated).
         Shares that  actually  have been issued  under the Plan  pursuant to an
         Award shall not be returned to the Plan and shall not become  available
         for future  distribution under the Plan, except that if unvested Shares
         are forfeited, or repurchased by the Company at their original purchase
         price,  such Shares shall become  available  for future grant under the
         Plan.
<PAGE>


4.   Administration of the Plan.

     (a) Plan  Administrator.  With  respect  to grants of Awards to  Employees,
         Directors,  Officers or Consultants,  the Plan shall be administered by
         (A) the Board or (B) a Committee (or a  subcommittee  of the Committee)
         designated by the Board, which Committee shall be constituted in such a
         manner as to satisfy  Applicable  Laws. Once appointed,  such Committee
         shall  continue to serve in its  designated  capacity  until  otherwise
         directed by the Board.  The Board may authorize one or more Officers to
         grant Awards and may limit such authority as the Board  determines from
         time to time.

     (b) Powers of the  Administrator.

         Subject to Applicable  Laws and the  provisions of the Plan  (including
         any other powers given to the Administrator  hereunder),  and except as
         otherwise  provided  by the  Board,  the  Administrator  shall have the
         authority, in its discretion:

          (i)   to select  the  Employees,  Directors  and  Consultants  to whom
                Awards may be granted from time to time hereunder;

          (ii)  to  determine  whether  and to what  extent  Awards are  granted
                hereunder;

          (iii) to  determine  the  number  of  Shares  or the  amount  of other
                consideration to be covered by each Award granted hereunder;

          (iv)  to approve forms of Award Agreement for use under the Plan;

          (v)   to  determine  the terms  and  conditions  of any Award  granted
                hereunder;

          (vi)  to establish additional terms,  conditions,  rules or procedures
                to  accommodate   the  rules  or  laws  of  applicable   foreign
                jurisdictions and to afford Grantees  favorable  treatment under
                such laws;  provided,  however,  that no Award  shall be granted
                under any such additional terms, conditions, rules or procedures
                with  terms  or  conditions  which  are  inconsistent  with  the
                provisions of the Plan;

          (vii) to amend the terms of any  outstanding  Award  granted under the
                Plan,  including a reduction in the exercise  price of any Award
                to reflect a reduction  in the Fair  Market  Value of the Common
                Stock  since  the grant  date of the  Award,  provided  that any
                amendment that would adversely affect the Grantee's rights under
                an  outstanding  Award shall not be made  without the  Grantee's
                written consent;

          (viii) to construe  and  interpret  the  terms of the Plan and  Awards
                granted pursuant to the Plan; and

          (ix)  to take such other action,  not  inconsistent  with the terms of
                the Plan, as the Administrator deems appropriate.

     (c) Effect of Administrator's  Decision. All decisions,  determinations and
         interpretations of the Administrator shall be conclusive and binding on
         all persons.

5.       Eligibility.  Awards other than Incentive  Stock Options may be granted
         to Employees, Directors and Consultants. Incentive Stock Options may be
         granted only to Employees of the Company, a Parent or a Subsidiary.  An
         Employee,  Director or Consultant who has been granted an Award may, if
         otherwise eligible, be granted additional Awards. Awards may be granted
         to such Employees, Directors or Consultants who are residing in foreign
         jurisdictions as the Administrator may determine from time to time.


6.    Terms and  Conditions of Awards.

     (a) Type of Awards. The Administrator is authorized under the Plan to award
         any type of arrangement to an Employee,  Director or Consultant that is
         not inconsistent  with the provisions of the Plan and that by its terms
         involves or might  involve the issuance of (i) Shares,  (ii) an Option,
         or similar right with an exercise or conversion privilege at a fixed or
         variable  price related to the Common Stock and/or the passage of time,
         the  occurrence  of  one  or  more  events,   or  the  satisfaction  of
         performance  criteria or other conditions,  or (iii) any other security
         with the value derived from the value of the Common Stock or securities
         issued by a Related Entity.  Such awards include,  without  limitation,
         Options, and sales or bonuses of Restricted Stock. An Award may consist
         of one  such  security  or  benefit,  or two or  more  of  them  in any
         combination or alternative.

<PAGE>

     (b) Designation  of Award.  Each  Award  shall be  designated  in the Award
         Agreement.  In the case of an Option, the Option shall be designated as
         either an  Incentive  Stock  Option or a  Non-Qualified  Stock  Option.
         However,  notwithstanding  such  designation,  to the  extent  that the
         aggregate Fair Market Value of Shares subject to Options  designated as
         Incentive Stock Options which become  exercisable for the first time by
         a Grantee  during any calendar  year (under all plans of the Company or
         any Parent or Subsidiary) exceeds $100,000, such excess Options, to the
         extent  of the  Shares  covered  thereby  in  excess  of the  foregoing
         limitation,  shall be treated as Non-Qualified Stock Options.  For this
         purpose,  Incentive  Stock  Options  shall be taken into account in the
         order in which  they were  granted,  and the Fair  Market  Value of the
         Shares shall be determined as of the grant date of the relevant Option.


     (c) Conditions   of  Award.   Subject  to  the  terms  of  the  Plan,   the
         Administrator shall determine the provisions,  terms, and conditions of
         each Award including,  but not limited to, the Award vesting  schedule,
         repurchase provisions,  rights of first refusal, forfeiture provisions,
         form of payment (cash,  Shares, or other consideration) upon settlement
         of  the  Award,   payment   contingencies,   and  satisfaction  of  any
         performance  criteria.  The  performance  criteria  established  by the
         Administrator  may be based on any one of, or combination  of, increase
         in share price, earnings per share, total shareholder return, return on
         equity, return on assets,  return on investment,  net operating income,
         cash  flow,   revenue,   economic  value  added,   personal  management
         objectives,   or  other   measure  of   performance   selected  by  the
         Administrator. Partial achievement of the specified criteria may result
         in a payment or vesting  corresponding  to the degree of achievement as
         specified in the Award Agreement.

     (d) Early  Exercise.  The  Award  may,  but need not,  include a  provision
         whereby the Grantee may elect at any time while an  Employee,  Director
         or  Consultant  to exercise  any part or all of the Award prior to full
         vesting of the Award.  Any unvested  Shares  received  pursuant to such
         exercise may be subject to a  repurchase  right in favor of the Company
         or  to  any  other  restriction  the  Administrator  determines  to  be
         appropriate.

     (e) Term of Award.  The term of each Award  shall be the term stated in the
         Award Agreement, provided, however, that the term shall be no more than
         ten (10) years from the date of grant thereof.  However, in the case of
         an  Incentive  Stock  Option  granted to a Grantee who, at the time the
         Option is granted,  owns stock representing more than ten percent (10%)
         of the  voting  power of all  classes  of stock of the  Company  or any
         Parent or Subsidiary,  the term of the Incentive  Stock Option shall be
         five (5) years from the date of grant  thereof or such  shorter term as
         may be provided in the Award Agreement.

     (f) Non-Transferability  of  Awards.  Awards  may  not  be  sold,  pledged,
         assigned, hypothecated, transferred, or disposed of in any manner other
         than by  will or by the  laws of  descent  or  distribution  and may be
         exercised, during the lifetime of the Grantee, only by the Grantee.

     (g) Time of  Granting  Awards.  The date of grant of an Award shall for all
         purposes be the date on which the Administrator makes the determination
         to  grant  such  Award,  or such  other  date as is  determined  by the
         Administrator. Notice of the grant determination shall be given to each
         Employee,  Director or Consultant to whom an Award is so granted within
         a reasonable  time after the date of such grant.

<PAGE>


7.       Award  Exercise  or  Purchase  Price,  Consideration,  Taxes and Reload
         Options.

     (a) Exercise
         or Purchase Price. The exercise or purchase price, if any, for an Award
         shall be as follows:

          (i)   In the case of an  Incentive  Stock  Option:

               (A)  granted to an Employee who, at the time of the grant of such
                    Incentive Stock Option owns stock representing more than ten
                    percent (10%) of the voting power of all classes of stock of
                    the  Company  or any  Parent  or  Subsidiary,  the per Share
                    exercise  price  shall be not  less  than  one  hundred  ten
                    percent  (110%)  of the Fair  Market  Value per Share on the
                    date of grant.

               (B)  granted to any Employee other than an Employee  described in
                    the preceding paragraph,  the per Share exercise price shall
                    be not less  than one  hundred  percent  (100%)  of the Fair
                    Market Value per Share on the date of grant.

          (ii)  In the case of a  Non-Qualified  Stock Option:

               (A)  granted  to a person  who,  at the time of the grant of such
                    Option,  owns stock representing more than ten percent (10%)
                    of the voting  power of all  classes of stock of the Company
                    or any Parent or  Subsidiary,  the per Share  exercise price
                    shall be not less than one hundred ten percent (110%) of the
                    Fair Market Value per Share on the date of grant.

               (B)  granted to any person  other than a person  described in the
                    preceding  paragraph,  the per Share exercise price shall be
                    not less than  eighty-five  percent (85%) of the Fair Market
                    Value per Share on the date of grant.


          (iii) In the case of the sale of Shares:

               (A)  granted  to a person  who,  at the time of the grant of such
                    Award,  or at the time the  purchase  is  consummated,  owns
                    stock representing more than ten percent (10%) of the voting
                    power of all  classes of stock of the  Company or any Parent
                    or  Subsidiary,  the per Share  purchase  price shall be not
                    less than one  hundred  percent  (100%)  of the Fair  Market
                    Value per share on the date of grant.


               (B)  granted to any person  other than a person  described in the
                    preceding  paragraph,  the per Share purchase price shall be
                    not less than  eighty-five  percent (85%) of the Fair Market
                    Value per Share on the date of grant.


     (b) Consideration. Subject to Applicable Laws, the consideration to be paid
         for the  Shares to be issued  upon  exercise  or  purchase  of an Award
         including   the  method  of  payment,   shall  be   determined  by  the
         Administrator (and, in the case of an Incentive Stock Option,  shall be
         determined  at the time of grant).  In  addition  to any other types of
         consideration  the  Administrator  may determine,  the Administrator is
         authorized to accept as consideration  for Shares issued under the Plan
         the following:

          (i)     cash;
          (ii)    check;
          (iii)   delivery  of  Grantee's  promissory  note with such  recourse,
                  interest,   security,   and   redemption   provisions  as  the
                  Administrator determines as appropriate;

          (iv)    if the  exercise  occurs  on or after the  Registration  Date,
                  surrender of Shares or delivery of a properly executed form of
                  attestation  of ownership of Shares as the  Administrator  may
                  require (including withholding of Shares otherwise deliverable
                  upon  exercise of the Award) which have a Fair Market Value on
                  the date of surrender or  attestation  equal to the  aggregate
                  exercise  price of the Shares as to which said Award  shall be
                  exercised  (but only to the extent  that such  exercise of the
                  Award would not result in an  accounting  compensation  charge
                  with  respect to the  Shares  used to pay the  exercise  price
                  unless otherwise determined by the Administrator);

          (v)     if the  exercise  occurs  on or after the  Registration  Date,
                  delivery of a properly  executed exercise notice together with
                  such other  documentation as the Administrator and the broker,
                  if  applicable,  shall  require to effect an  exercise  of the
                  Award and delivery to the Company of the sale or loan proceeds
                  required to pay the exercise price; or

          (vi)    any combination of the foregoing methods of payment.

<PAGE>

     (c) Taxes.  No Shares shall be  delivered  under the Plan to any Grantee or
         other person  until such Grantee or other person has made  arrangements
         acceptable to the  Administrator  for the  satisfaction of any foreign,
         federal,   state,  or  local  income  and  employment  tax  withholding
         obligations, including, without limitation, obligations incident to the
         receipt of Shares or the  disqualifying  disposition of Shares received
         on exercise of an Incentive Stock Option. Upon exercise of an Award the
         Company shall withhold or collect from Grantee an amount  sufficient to
         satisfy such tax obligations.

     (d) Reload  Options.  In the event the exercise price or tax withholding of
         an  Option  is  satisfied  by the  Company  or the  Grantee's  employer
         withholding   Shares   otherwise   deliverable  to  the  Grantee,   the
         Administrator  may issue the Grantee an additional  Option,  with terms
         identical to the Award  Agreement under which the Option was exercised,
         but  at an  exercise  price  as  determined  by  the  Administrator  in
         accordance  with the Plan.

8.  Exercise of Award.


     (a)  Procedure for Exercise; Rights as a Shareholder.

         (i)   Any Award granted  hereunder  shall be  exercisable at such times
               and under such  conditions  as  determined  by the  Administrator
               under the terms of the Plan and specified in the Award  Agreement
               but in the case of an  Option,  in no case at a rate of less than
               20% per year  over  five (5)  years  from the date the  Option is
               granted,  subject  to  reasonable  conditions  such as  continued
               employment.  However,  in the  case of an  Option  granted  to an
               Officer, Director or Consultant,  the Award Agreement may provide
               that  the  Option  may  become  fully  exercisable,   subject  to
               reasonable conditions such as continued  employment,  at any time
               or during any period established in the Award Agreement.

          (ii) An Award shall be deemed to be exercised  when written  notice of
               such  exercise has been given to the Company in  accordance  with
               the terms of the Award by the person  entitled  to  exercise  the
               Award and full  payment for the Shares with  respect to which the
               Award is exercised  has been  received by the Company.  Until the
               issuance (as evidenced by the  appropriate  entry on the books of
               the  Company  or of a  duly  authorized  transfer  agent  of  the
               Company) of the stock  certificate  evidencing  such  Shares,  no
               right to vote or  receive  dividends  or any  other  rights  as a
               shareholder  shall  exist with  respect  to Shares  subject to an
               Award,  notwithstanding the exercise of an Option or other Award.
               No  adjustment  will be made for a  dividend  or other  right for
               which the record date is prior to the date the stock  certificate
               is issued,  except as provided in the Award  Agreement or Section
               11(a),  below.


     (b)       Exercise of Award Following  Termination of Employment,  Director
               or  Consulting  Relationship.  In the event of  termination  of a
               Grantee's   Continuous   Status  as  an  Employee,   Director  or
               Consultant for any reason other than disability or death (but not
               in the event of a  Grantee's  change of status  from  Employee to
               Consultant or from Consultant to Employee), such Grantee may, but
               only within three (3) months  after the date of such  termination
               (but in no event  later than the  expiration  date of the term of
               such Award as set forth in the Award Agreement),  exercise his or
               her Award to the extent that the Grantee was entitled to exercise
               it at the date of such termination or to such other extent as may
               be  determined   by  the   Administrator.   Notwithstanding   the
               foregoing,  the Grantee's  Award  Agreement may provide that upon
               the  termination  of  the  Grantee's   Continuous  Status  as  an
               Employee, Director or Consultant for "Cause," the Grantee's right
               to  exercise  the Award  shall  terminate  concurrently  with the
               termination  of  Grantee's  Continuous  Status  as  an  Employee,
               Director or  Consultant.  The term "Cause" shall be as defined in
               the Award  Agreement.  If the Grantee should die within three (3)
               months after the date of such  termination,  the Grantee's estate
               or the person who  acquired  the right to  exercise  the Award by
               bequest or inheritance  may exercise the Award to the extent that
               the  Grantee  was  entitled  to  exercise  it at the date of such
               termination  within twelve (12) months of the  Grantee's  date of
               death, but in no event later than the expiration date of the term
               of such Award as set forth in the Award  Agreement.  In the event
               of an Grantee's change of status from Employee to Consultant,  an
               Employee's Incentive Stock Option shall convert  automatically to
               a Non-Qualified  Stock Option on the day three (3) months and one
               day  following  such  change of status.  To the  extent  that the
               Grantee  is not  entitled  to  exercise  the Award at the date of
               termination,  or if the Grantee does not  exercise  such Award to
               the extent so  entitled  within the time  specified  herein,  the
               Award shall terminate.

     (c)       Disability of Grantee. In the event of termination of a Grantee's
               Continuous  Status as an Employee,  Director or  Consultant  as a
               result of his or her  disability,  Grantee  may,  but only within
               twelve (12) months from the date of such  termination  (and in no
               event later than the expiration date of the term of such Award as
               set  forth in the  Award  Agreement),  exercise  the Award to the
               extent that the Grantee was otherwise  entitled to exercise it at
               the date of such  termination;  provided,  however,  that if such
               disability  is not a  "disability"  as such  term is  defined  in
               Section  22(e)(3) of the Code, in the case of an Incentive  Stock
               Option such Incentive Stock Option shall automatically convert to
               a Non-Qualified  Stock Option on the day three (3) months and one
               day following such termination. To the extent that the Grantee is
               not entitled to exercise the Award at the date of termination, or
               if Grantee does not exercise such Award to the extent so entitled
               within the time specified herein, the Award shall terminate.

     (d)       Death of Grantee.  In the event of the death of an  Grantee,  the
               Award may be  exercised  at any time  within  twelve  (12) months
               following  the date of  death  (but in no  event  later  than the
               expiration  of the term of such  Award as set  forth in the Award
               Agreement),  by the Grantee's  estate or by a person who acquired
               the right to exercise  the Award by bequest or  inheritance,  but
               only to the extent that the Grantee was  entitled to exercise the
               Award at the date of death. If, at the time of death, the Grantee
               was not entitled to exercise his or her entire Award,  the Shares
               covered  by  the   unexercisable   portion  of  the  Award  shall
               immediately  revert to the Plan.  If, after death,  the Grantee's
               estate or a person who  acquired  the right to exercise the Award
               by bequest or inheritance  does not exercise the Award within the
               time  specified  herein,  the Award shall  terminate.


     (e)       Buyout Provisions. The Administrator may at any time offer to buy
               out for a payment in cash or Shares, an Award previously granted,
               based on such terms and  conditions  as the  Administrator  shall
               establish  and  communicate  to the Grantee at the time that such
               offer is made.
<PAGE>


9.   Conditions Upon Issuance of Shares.

     (a)       Shares  shall not be issued  pursuant to the exercise of an Award
               unless the  exercise of such Award and the  issuance and delivery
               of such Shares pursuant  thereto shall comply with all Applicable
               Laws, and shall be further subject to the approval of counsel for
               the Company with respect to such compliance.

     (b)       As a  condition  to the  exercise  of an Award,  the  Company may
               require the person exercising such Award to represent and warrant
               at the  time of any  such  exercise  that the  Shares  are  being
               purchased only for  investment and without any present  intention
               to sell or  distribute  such Shares if, in the opinion of counsel
               for  the  Company,  such  a  representation  is  required  by any
               Applicable Laws.


10.      Repurchase Rights. If the provisions of an Award Agreement grant to the
Company  the  right to  repurchase  Shares  upon  termination  of the  Grantee's
Continuous  Status as an Employee,  Director or Consultant,  the Award Agreement
shall provide that the repurchase price will be either:

     (a) Not less than the Fair Market Value of the Shares to be  repurchased on
         the  date of  termination  of the  Grantee's  Continuous  Status  as an
         Employee,  Director or Consultant,  and the right to repurchase must be
         exercised for cash or cancellation of purchase money  indebtedness  for
         the Shares within ninety (90) days of the  termination of the Grantee's
         Continuous  Status as an Employee,  Director or  Consultant  (or in the
         case of  Shares  issued  upon  exercise  of  Awards  after  the date of
         termination of the Grantee's Continuous Status as an Employee, Director
         or  Consultant,  within  ninety  (90) days  after the date of the Award
         exercise),  and the  right  terminates  when the  Company's  securities
         become publicly traded; or

     (b) The original  purchase price,  provided that the right to repurchase at
         the  original  purchase  price  lapses  at the rate of at least  twenty
         percent (20%) of the Shares subject to the Award per year over five (5)
         years from the date the Award is granted  (without  respect to the date
         the  Award  was  exercised  or  became  exercisable),  and the right to
         repurchase must be exercised for cash or cancellation of purchase money
         indebtedness  for the Shares within ninety (90) days of  termination of
         the Grantee's Continuous Status as an Employee,  Director or Consultant
         (or in the case of Shares issued upon exercise of Awards after the date
         of  termination  of the  Grantee's  Continuous  Status as an  Employee,
         Director or  Consultant,  within ninety (90) days after the date of the
         Award exercise).


     (c) In addition  to the  restrictions  set forth in (a) and (b) above,  the
         Shares held by an Officer,  Director  or  Consultant  may be subject to
         additional or greater  restrictions.


11.  Adjustments  Upon Changes in Capitalization or Corporate  Transaction.

     (a) Adjustments  upon  Changes in  Capitalization.  Subject to any required
         action by the shareholders of the Company, the number of Shares covered
         by each  outstanding  Award,  and the number of Shares  which have been
         authorized  for issuance  under the Plan but as to which no Awards have
         yet been  granted or which have been  returned to the Plan,  as well as
         the price per share of Common  Stock  covered by each such  outstanding
         Award, shall be  proportionately  adjusted for any increase or decrease
         in the number of issued shares of Common Stock  resulting  from a stock
         split,   reverse   stock  split,   stock   dividend,   combination   or
         reclassification  of the  Common  Stock,  or any  other  similar  event
         resulting in an increase or decrease in the number of issued  shares of
         Common Stock.  Except as expressly  provided herein, no issuance by the
         Company of shares of stock of any class, or securities convertible into
         shares of stock of any class, shall affect, and no adjustment by reason
         hereof  shall be made with  respect  to,  the number or price of Shares
         subject to an Award.
<PAGE>

     (b) Corporate  Transaction.  Except as provided  otherwise in an individual
         Award Agreement,  in the event of any Corporate Transaction,  the Award
         will terminate immediately prior to the specified effective date of the
         Corporate  Transaction,  unless the Award is  assumed or an  equivalent
         Award is  substituted  by the  successor  corporation  or a  Parent  or
         Subsidiary  of  such   successor   corporation.   Notwithstanding   the
         foregoing,  the  Administrator,  in its  discretion,  may  prevent  the
         acceleration  of vesting and release from any  restrictions on transfer
         and  repurchase  or  forfeiture  rights of any  outstanding  Award with
         respect  to  any  Corporate  Transaction.  For  the  purposes  of  this
         subsection, the Award shall be considered assumed or substituted for an
         equivalent  Award if,  following the Corporate  Transaction,  the Award
         confers with substantially equivalent provisions as the original Award,
         for each Share subject to the Award  immediately prior to the Corporate
         Transaction,  (i) the  consideration  (whether  stock,  cash,  or other
         securities  or  property)  received  in the  Corporate  Transaction  by
         holders of Common Stock for each Share subject to the Award held on the
         effective  date  of the  Corporate  Transaction  (and if  holders  were
         offered a choice of consideration,  the type of consideration chosen by
         the holders of a majority of the outstanding Shares), or (ii) the right
         to  purchase  such  consideration  in the case of an Option or  similar
         Award;  provided,  however, that if such consideration  received in the
         Corporate  Transaction  was not solely  common  stock of the  successor
         corporation or its Parent,  the Administrator  may, with the consent of
         the successor corporation, provide for the consideration to be received
         upon the  exercise or  exchange of the Award for each Share  subject to
         the Award to be solely common stock of the successor corporation or its
         Parent  equal  in fair  market  value  to the per  share  consideration
         received by holders of Common Stock in the Corporate  Transaction.

12.   Term of Plan. The Plan shall become effective upon the earlier to occur of
its adoption by the Board or its approval by the shareholders of the Company. It
shall continue in effect for a term of ten (10) years unless sooner terminated.

13.   Amendment, Suspension or Termination of the Plan.

     (a) The Board may at any time amend,  suspend or terminate the Plan. To the
         extent  necessary to comply with  Applicable  Laws,  the Company  shall
         obtain shareholder  approval of any Plan amendment in such a manner and
         to such a degree as required.

     (b) No Award may be  granted  during  any  suspension  of the Plan or after
         termination of the Plan.

     (c) Any  amendment,  suspension  or  termination  of  the  Plan  (including
         termination  of the Plan  under  Section  12,  above)  shall not affect
         Awards already granted,  and such Awards shall remain in full force and
         effect as if the Plan had not been  amended,  suspended or  terminated,
         unless   mutually  agreed   otherwise   between  the  Grantee  and  the
         Administrator,  which  agreement  must be in writing  and signed by the
         Grantee and the Company.

14. Reservation of Shares.

     (a) The Company, during the term of the Plan, will at all times reserve and
         keep  available such number of Shares as shall be sufficient to satisfy
         the requirements of the Plan.

     (b) The inability of the Company to obtain  authority  from any  regulatory
         body having  jurisdiction,  which  authority is deemed by the Company's
         counsel to be necessary  to the lawful  issuance and sale of any Shares
         hereunder, shall relieve the Company of any liability in respect of the
         failure  to issue  or sell  such  Shares  as to  which  such  requisite
         authority  shall  not have  been  obtained.

<PAGE>

15.   No Effect on Terms of Employment/Consulting  Relationship.  The Plan shall
not confer upon any Grantee any right with respect to continuation of employment
or consulting  relationship with the Company,  nor shall it interfere in any way
with his or her right or the Company's  right to terminate his or her employment
or consulting relationship at any time, with or without cause.


16.   Shareholder Approval. Continuance of the Plan shall be subject to approval
by the shareholders of the Company within twelve (12) months before or after the
date the Plan is adopted.  Such  shareholder  approval  shall be obtained in the
degree and manner required under  Applicable  Laws. Any Award  exercised  before
shareholder  approval is obtained shall be rescinded if shareholder  approval is
not obtained  within the time  prescribed,  and Shares issued on the exercise of
any such Award shall not be counted in determining whether shareholder  approval
is obtained.

17.   Information to Grantees. The Company shall provide to each Grantee, during
the period for which such Grantee has one or more Awards outstanding,  copies of
financial statements at least annually.
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As filed with the Securities and Exchange Commission on June 29, 2000
                                                   Registration No. 333-________
================================================================================
                       ECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                PMC-SIERRA, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                         94-2925073
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              105-8555 Baxter Place
                        Burnaby, British Columbia V5A 4V7
                                     Canada

                    (Address of principal executive offices)

                        ---------------------------------

             Malleable Technologies, Inc. 1998 Stock Incentive Plan
                            (Full title of the plan)

                          The Corporation Trust Company
                               1209 Orange Street
                           Wilmington, Delaware 19801
                                 (800) 677-3394
            (Name, address and telephone number of agent for service)

                        ---------------------------------
                                    Copy to:
                                   Neil Wolff
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                   Proposed          Proposed
   Title of                        Maximum           Maximum          Amount
  Securities          Amount       Offering         Aggregate           of
    to be             to be       Price Per          Offering      Registration
Registered (1)      Registered      Share             Price            Fee
---------------- -------------- --------------  ----------------    ------------
Common Stock,
$0.001 par value   474,371 (2)     $ 3.26 (2)    $ 1,546,449.46 (2)   $ 408.26
---------------- -------------- --------------  ------------------- ------------
Common Stock,
$0.001 par value   197,987 (3)   $ 187.1719 (3) $ 37,057,602.96 (3)  $ 9,783.20
================ ============== ==============  =================== ============

  (1)   Pursuant to the  Acquisition  Agreement  dated as of June 13, 2000 among
        PMC-Sierra,  Inc. ("PMC"), Maelstrom Acquisition Corporation,  Malleable
        Technologies,  Inc.  ("Malleable"),  Curits Abbott and State Street Bank
        and Trust Company of California, N.A., PMC assumed, effective as of June
        27, 2000,  all of the  outstanding  options to purchase  common stock of
        Malleable  under the  Malleable  1998  Stock  Incentive  Plan,  and such
        options  became  exercisable  to purchase  shares of PMC's common stock,
        with appropriate  adjustments to the number of shares and exercise price
        of each assumed option.
  (2)   Options  granted  pursuant to an employee  stock option plan.  Estimated
        pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
        solely for the purpose of calculating the registration fee. Based on the
        price per share at which the options may be exercised.
  (3)   Shares reserved for future issuance.  Estimated  pursuant to Rule 457(c)
        under the Securities Act of 1933, as amended,  solely for the purpose of
        calculating the  registration  fee. Based on the average of the high and
        low prices of the common  stock on June 26,  2000,  as  reported  on the
        Nasdaq National Market.
================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents and information are incorporated by reference
as filed with the Securities and Exchange Commission:

          (a)  PMC-Sierra,  Inc.'s  ("PMC's")  Form 10-K  Annual  Report for the
               fiscal  year  ended  December  26,  1999,  as  amended  (File No.
               000-19084).

          (b)  PMC's proxy statement for the 2000 Annual Meeting of Stockholders
               (File No. 000-19084).

          (c)  PMC's Form 10-Q Quarterly  Report for the quarter ended March 26,
               2000, as amended (File No. 000-19084).

          (d)  PMC's Forms 8-K dated March 20, 2000, April 12, 2000 and June 20,
               2000 (File No. 000-19084).

           All documents  subsequently  filed by PMC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be part hereof from the date of filing such documents.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Certain  legal matters with respect to the shares will be passed upon
by Wilson, Sonsini,  Goodrich & Rosati, a Professional  Corporation,  Palo Alto,
California.

Item 6.    Indemnification of Directors and Officers.

           Section  145  of  the  Delaware  General  Corporation  Law  generally
provides that a  corporation  is empowered to indemnify any person who is made a
party to any  threatened,  pending or completed  action,  suit or  proceeding by
reason of the fact that he is or was a director,  officer,  employee or agent of
the corporation or is or was serving, at the request of the corporation,  in any
of such capacities of another corporation or other enterprise, if such director,
officer,  employee  or agent  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful.  This statute describes in detail the right of
PMC to indemnify any such person.
PMC's Certificate of Incorporation  eliminates in certain circumstances
the  liability  of  directors  of PMC for  monetary  damages for breach of their
fiduciary duty as directors.  This provision does not eliminate the liability of
a  director  (i) for  breach of the  director's  duty of  loyalty  to PMC or its
stockholders,  (ii) for acts or  omissions  by the director not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
willful or negligent  declaration  of an unlawful  dividend,  stock  purchase or
redemption or (iv) for transactions  from which the director derived an improper
personal benefit.

         PMC's  Certificate  of  Incorporation   also  provides   generally  for
indemnification  of all  directors  and  officers of PMC to the  fullest  extent
permitted by the General Corporation Law of the State of Delaware. Such right to
indemnification  shall be deemed to be a contract  right and includes  generally
the right to be paid by PMC the expenses  incurred in defending  any  proceeding
covered by this provision in advance of its final  disposition.  Individuals who
are entitled to  indemnification  may bring suit to seek recovery of amounts due
under the  foregoing  provisions  and to recover  the  expenses  of such suit if
successful.

         PMC has entered into indemnification agreements to such effect with its
officers and directors containing  provisions which are in some respects broader
than  the  specific   indemnification   provisions   contained  in  the  General
Corporation  Law of Delaware.  The  indemnification  agreements may require PMC,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature) and to advance  their  expenses  incurred as a result of any  proceeding
against them as to which they could be indemnified.

         PMC believes that it is the position of the Commission  that insofar as
the  foregoing  provisions  may be invoked to  disclaim  liability  for  damages
arising under the Securities  Act, such  provisions are against public policy as
expressed in the Securities Act and are therefore unenforceable.

         PMC currently maintains an officers' and directors' liability insurance
policy which covers,  subject to the exclusions  and  limitations of the policy,
officers and directors of PMC against certain  liabilities which may be incurred
by them solely in such capacities.

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

          Exhibit
          Number
          -------
              4.1   Malleable Technologies, Inc. 1998 Stock Incentive Plan

              4.2   Form of Stock Option Agreement under Malleable Technologies,
                    Inc. 1998 Stock Incentive Plan

              5.1   Opinion of Wilson  Sonsini  Goodrich & Rosati,  Professional
                    Corporation

             23.1   Consent of Deloitte & Touche LLP, Independent Auditors

             23.2   Consent of Counsel (Contained in Exhibit 5.1 above)

             24.1   Power of Attorney (see page II-4)
Item 9.    Undertakings.

           (a)    PMC hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           registration   statement   to  include  any  material
                           information  with respect to the plan of distribution
                           not   previously   disclosed   in  the   registration
                           statement or any material change to such  information
                           in the registration statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof.

                  (3)      To   remove   from    registration    by   means   of
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b)  PMC  hereby  undertakes  that, for  purposes  of  determining  any
liability  under the Securities Act, each filing of PMC's annual report pursuant
to Section  13(a) or Section 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of PMC pursuant to the Delaware  General  Corporation  Law, the  Certificate  of
Incorporation  or the Bylaws of PMC,  Indemnification  Agreements  entered  into
between PMC and its officers and directors,  or otherwise,  PMC has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by PMC in the successful defense of any action,  suit or proceeding)
is asserted by such director,  officer or controlling  person in connection with
the securities being registered  hereunder,  PMC will,  unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public  policy as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the  requirements of the Securities Act, PMC 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 Registration  Statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Burnaby, British Columbia, Canada, on this 27th day of June 2000.

                                                    PMC-SIERRA, INC.

                                                    By:  /s/John W. Sullivan
                                                    ----------------------------
                                                    John W. Sullivan, Vice
                                                    President of Finance
                                                    and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature appears below constitutes and appoints, jointly and severally,  Robert
L. Bailey and John W.  Sullivan  his  attorneys-in-fact,  each with the power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact,  or his substitute or substitutes, may do or cause to be
done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

 Signature                         Title                                 Date
--------------------    --------------------------------------     -------------

/s/ROBERT L. BAILEY     President, Chief Executive Officer and     June 27, 2000
--------------------    Chairman of the Board of Directors
(Robert L. Bailey)      (principal executive officer)

/s/JOHN W. SULLIVAN     Vice President of Finance and Chief        June 27, 2000
-------------------     Financial Officer (principal financial
(John W. Sullivan)      and accounting officer)

/s/JAMES V. DILLER      Director                                   June 27, 2000
------------------
(James V. Diller)

/s/ALEXANDRE BALKANSKI  Director                                   June 27, 2000
----------------------
(Alexandre Balkanski)

/s/FRANK J. MARSHALL    Director                                   June 27, 2000
--------------------
(Frank J. Marshall)

/s/L. COLIN BEAUMONT    Director                                   June 27, 2000
-------------------
(L. Colin Beaumont)
Exhibit 4.1

                          MALLEABLE TECHNOLOGIES, INC.
                            1998 STOCK INCENTIVE PLAN

1.  Purposes  of the Plan.  The  purposes  of this Stock  Incentive  Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility,  to provide  additional  incentive to  Employees,  Directors and
Consultants  and  to  promote  the  success  of  the  Company's   business.

2.  Definitions.  As used herein,  the following  definitions  shall apply:

     (a) "Administrator"  means the Board or any of the Committees  appointed to
         administer the Plan.

     (b) "Applicable  Laws"  means  the  legal  requirements   relating  to  the
         administration  of stock  incentive  plans,  if any,  under  applicable
         provisions  of  federal  securities  laws,   California  corporate  and
         securities  laws, the Code, the rules of any applicable  stock exchange
         or national  market system,  and the rules of any foreign  jurisdiction
         applicable to Awards granted to residents therein.

     (c) "Award" means the grant of an Option,  Restricted Stock, or other right
         or benefit under the Plan.

     (d) "Award Agreement" means the written  agreement  evidencing the grant of
         an  Award  executed  by the  Company  and the  Grantee,  including  any
         amendments  thereto.

     (e) "Board"  means the Board of  Directors of the Company.

     (f) "Code" means the Internal Revenue Code of 1986, as amended.

     (g) "Committee"  means any  committee  appointed by the Board to administer
         the Plan.

     (h) "Common  Stock" means the common stock of the Company.

     (i) "Company" means Malleable Technologies, Inc.

     (j) "Consultant"  means any person who is engaged by the Company or Related
         Entity to render  consulting  or advisory  services  as an  independent
         contractor and is compensated for such services.

     (k) "Continuous  Status as an Employee,  Director or Consultant" means that
         the  provision  of services  to the Company or a Related  Entity in any
         capacity of Employee,  Director or  Consultant,  is not  interrupted or
         terminated.  Continuous  Status as an Employee,  Director or Consultant
         shall not be  considered  interrupted  in the case of (i) any  approved
         leave of absence,  (ii) transfers  between  locations of the Company or
         among  the  Company,  any  Related  Entity,  or any  successor,  in any
         capacity of Employee,  Director or  Consultant,  or (iii) any change in
         status as long as the individual  remains in the service of the Company
         or a Related Entity in any capacity of Employee, Director or Consultant
         (except as otherwise provided in the Award Agreement).  For purposes of
         Incentive  Stock  Options,  no such leave may exceed  ninety (90) days,
         unless  reemployment  upon  expiration  of such leave is  guaranteed by
         statute or contract.
(l) "Corporate Transaction" means any of the following shareholder-approved
         transactions to which the Company is a party:

         (i)  a  merger  or  consolidation  in  which  the  Company  is not  the
              surviving  entity,  except for a transaction the principal purpose
              of  which  is  to  change  the  state  in  which  the  Company  is
              incorporated;

         (ii) the sale,  transfer or other  disposition of all or  substantially
              all of the assets of the Company  (including  the capital stock of
              the Company's  subsidiary  corporations)  in  connection  with the
              complete liquidation or dissolution of the Company; or

         (iii)any reverse  merger in which the Company is the  surviving  entity
              but in which  securities  possessing more than fifty percent (50%)
              of the total  combined  voting power of the Company's  outstanding
              securities are  transferred to a person or persons  different from
              those who held such securities immediately prior to such merger.

     (m)  "Director" means a member of the Board.

     (n) "Employee" means any person,  including an Officer or Director,  who is
         an  employee of the  Company or any  Related  Entity.  The payment of a
         director's  fee by the Company  shall not be  sufficient  to constitute
         "employment" by the Company.

     (o)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (p) "Fair Market  Value" means,  as of any date,  the value of Common Stock
         determined as follows:

          (i) Where there exists a public market for the Common Stock,  the Fair
              Market  Value shall be (A) the  closing  price for a Share for the
              last  market  trading  day prior to the time of the  determination
              (or, if no closing  price was  reported on that date,  on the last
              trading date on which a closing  price was  reported) on the stock
              exchange  determined by the Administrator to be the primary market
              for the Common Stock or the Nasdaq National  Market,  whichever is
              applicable,  or (B) if the Common  Stock is not traded on any such
              exchange or national market system, the average of the closing bid
              and asked prices of a Share on the Nasdaq Small Cap Market for the
              day prior to the time of the determination  (or, if no such prices
              were  reported on that date, on the last date on which such prices
              were  reported),  in each case,  as  reported  in The Wall  Street
              Journal or such other source as the Administrator  deems reliable;
              or

          (ii)In the absence of an  established  market of the type described in
              (i),  above,  for the Common Stock,  the Fair Market Value thereof
              shall be  determined by the  Administrator  in good faith and in a
              manner  consistent  with  Section  260.140.50  of  Title 10 of the
              California Code of  Regulations.

     (q) "Grantee"  means an Employee,  Director or  Consultant  who receives an
         Award under the Plan.

     (r) "Incentive  Stock  Option"  means an Option  intended  to qualify as an
         incentive stock option within the meaning of Section 422 of the Code

     (s) "Non-Qualified Stock Option" means an Option not intended to qualify as
         an Incentive Stock Option.
(t) "Officer"  means a person who is an officer of the  Company  within the
         meaning of Section 16 of the Exchange Act and the rules and regulations
         promulgated thereunder.

     (u) "Option" means a stock option granted pursuant to the Plan.

     (v) "Parent"  means  a  "parent  corporation,"  whether  now  or  hereafter
         existing, as defined in Section 424(e) of the Code.

     (w) "Plan" means this 1998 Stock  Incentive  Plan.

     (x) "Registration Date" means the closing of the first sale of Common Stock
         to the general public  pursuant to a registration  statement filed with
         and declared effective by the Securities and Exchange  Commission under
         the Securities Act of 1933, as amended.

     (y) "Related  Entity"  means  any  Parent,  Subsidiary  and  any  business,
         corporation,  partnership, limited liability company or other entity in
         which  the  Company,  a  Parent  or a  Subsidiary  holds a  substantial
         ownership  interest,  directly or indirectly.

     (z) "Restricted  Stock" means  Shares  issued under the Plan to the Grantee
         for such  consideration,  if any, and subject to such  restrictions  on
         transfer,  rights of first refusal,  repurchase provisions,  forfeiture
         provisions,  and  other  terms and  conditions  as  established  by the
         Administrator.

     (aa) "Share" means a share of the Common Stock.

     (bb)"Subsidiary" means a "subsidiary corporation," whether now or hereafter
         existing, as defined in Section 424(f) of the Code.

3. Stock  Subject  to the Plan.

     (a) Subject to the provisions of Section 11(a) below, the maximum aggregate
         number of Shares which may be issued pursuant to all Awards  (including
         Incentive  Stock  Options)  is  6,404,938  Shares.  The  Shares  may be
         authorized, but unissued, or reacquired Common Stock.

     (b) If an Award  expires  or  becomes  unexercisable  without  having  been
         exercised  in full,  or if any  unissued  Shares  are  retained  by the
         Company  upon  exercise  of an Award in order to satisfy  the  exercise
         price for such Award or any withholding  taxes due with respect to such
         Award,  such  unissued or retained  Shares shall become  available  for
         future grant or sale under the Plan  (unless the Plan has  terminated).
         Shares that  actually  have been issued  under the Plan  pursuant to an
         Award shall not be returned to the Plan and shall not become  available
         for future  distribution under the Plan, except that if unvested Shares
         are forfeited, or repurchased by the Company at their original purchase
         price,  such Shares shall become  available  for future grant under the
         Plan.
4.   Administration of the Plan.

     (a) Plan  Administrator.  With  respect  to grants of Awards to  Employees,
         Directors,  Officers or Consultants,  the Plan shall be administered by
         (A) the Board or (B) a Committee (or a  subcommittee  of the Committee)
         designated by the Board, which Committee shall be constituted in such a
         manner as to satisfy  Applicable  Laws. Once appointed,  such Committee
         shall  continue to serve in its  designated  capacity  until  otherwise
         directed by the Board.  The Board may authorize one or more Officers to
         grant Awards and may limit such authority as the Board  determines from
         time to time.

     (b) Powers of the  Administrator.

         Subject to Applicable  Laws and the  provisions of the Plan  (including
         any other powers given to the Administrator  hereunder),  and except as
         otherwise  provided  by the  Board,  the  Administrator  shall have the
         authority, in its discretion:

          (i)   to select  the  Employees,  Directors  and  Consultants  to whom
                Awards may be granted from time to time hereunder;

          (ii)  to  determine  whether  and to what  extent  Awards are  granted
                hereunder;

          (iii) to  determine  the  number  of  Shares  or the  amount  of other
                consideration to be covered by each Award granted hereunder;

          (iv)  to approve forms of Award Agreement for use under the Plan;

          (v)   to  determine  the terms  and  conditions  of any Award  granted
                hereunder;

          (vi)  to establish additional terms,  conditions,  rules or procedures
                to  accommodate   the  rules  or  laws  of  applicable   foreign
                jurisdictions and to afford Grantees  favorable  treatment under
                such laws;  provided,  however,  that no Award  shall be granted
                under any such additional terms, conditions, rules or procedures
                with  terms  or  conditions  which  are  inconsistent  with  the
                provisions of the Plan;

          (vii) to amend the terms of any  outstanding  Award  granted under the
                Plan,  including a reduction in the exercise  price of any Award
                to reflect a reduction  in the Fair  Market  Value of the Common
                Stock  since  the grant  date of the  Award,  provided  that any
                amendment that would adversely affect the Grantee's rights under
                an  outstanding  Award shall not be made  without the  Grantee's
                written consent;

          (viii) to construe  and  interpret  the  terms of the Plan and  Awards
                granted pursuant to the Plan; and

          (ix)  to take such other action,  not  inconsistent  with the terms of
                the Plan, as the Administrator deems appropriate.

     (c) Effect of Administrator's  Decision. All decisions,  determinations and
         interpretations of the Administrator shall be conclusive and binding on
         all persons.

5.       Eligibility.  Awards other than Incentive  Stock Options may be granted
         to Employees, Directors and Consultants. Incentive Stock Options may be
         granted only to Employees of the Company, a Parent or a Subsidiary.  An
         Employee,  Director or Consultant who has been granted an Award may, if
         otherwise eligible, be granted additional Awards. Awards may be granted
         to such Employees, Directors or Consultants who are residing in foreign
         jurisdictions as the Administrator may determine from time to time.

6.    Terms and  Conditions of Awards.

     (a) Type of Awards. The Administrator is authorized under the Plan to award
         any type of arrangement to an Employee,  Director or Consultant that is
         not inconsistent  with the provisions of the Plan and that by its terms
         involves or might  involve the issuance of (i) Shares,  (ii) an Option,
         or similar right with an exercise or conversion privilege at a fixed or
         variable  price related to the Common Stock and/or the passage of time,
         the  occurrence  of  one  or  more  events,   or  the  satisfaction  of
         performance  criteria or other conditions,  or (iii) any other security
         with the value derived from the value of the Common Stock or securities
         issued by a Related Entity.  Such awards include,  without  limitation,
         Options, and sales or bonuses of Restricted Stock. An Award may consist
         of one  such  security  or  benefit,  or two or  more  of  them  in any
         combination or alternative.
(b) Designation  of Award.  Each  Award  shall be  designated  in the Award
         Agreement.  In the case of an Option, the Option shall be designated as
         either an  Incentive  Stock  Option or a  Non-Qualified  Stock  Option.
         However,  notwithstanding  such  designation,  to the  extent  that the
         aggregate Fair Market Value of Shares subject to Options  designated as
         Incentive Stock Options which become  exercisable for the first time by
         a Grantee  during any calendar  year (under all plans of the Company or
         any Parent or Subsidiary) exceeds $100,000, such excess Options, to the
         extent  of the  Shares  covered  thereby  in  excess  of the  foregoing
         limitation,  shall be treated as Non-Qualified Stock Options.  For this
         purpose,  Incentive  Stock  Options  shall be taken into account in the
         order in which  they were  granted,  and the Fair  Market  Value of the
         Shares shall be determined as of the grant date of the relevant Option.

     (c) Conditions   of  Award.   Subject  to  the  terms  of  the  Plan,   the
         Administrator shall determine the provisions,  terms, and conditions of
         each Award including,  but not limited to, the Award vesting  schedule,
         repurchase provisions,  rights of first refusal, forfeiture provisions,
         form of payment (cash,  Shares, or other consideration) upon settlement
         of  the  Award,   payment   contingencies,   and  satisfaction  of  any
         performance  criteria.  The  performance  criteria  established  by the
         Administrator  may be based on any one of, or combination  of, increase
         in share price, earnings per share, total shareholder return, return on
         equity, return on assets,  return on investment,  net operating income,
         cash  flow,   revenue,   economic  value  added,   personal  management
         objectives,   or  other   measure  of   performance   selected  by  the
         Administrator. Partial achievement of the specified criteria may result
         in a payment or vesting  corresponding  to the degree of achievement as
         specified in the Award Agreement.

     (d) Early  Exercise.  The  Award  may,  but need not,  include a  provision
         whereby the Grantee may elect at any time while an  Employee,  Director
         or  Consultant  to exercise  any part or all of the Award prior to full
         vesting of the Award.  Any unvested  Shares  received  pursuant to such
         exercise may be subject to a  repurchase  right in favor of the Company
         or  to  any  other  restriction  the  Administrator  determines  to  be
         appropriate.

     (e) Term of Award.  The term of each Award  shall be the term stated in the
         Award Agreement, provided, however, that the term shall be no more than
         ten (10) years from the date of grant thereof.  However, in the case of
         an  Incentive  Stock  Option  granted to a Grantee who, at the time the
         Option is granted,  owns stock representing more than ten percent (10%)
         of the  voting  power of all  classes  of stock of the  Company  or any
         Parent or Subsidiary,  the term of the Incentive  Stock Option shall be
         five (5) years from the date of grant  thereof or such  shorter term as
         may be provided in the Award Agreement.

     (f) Non-Transferability  of  Awards.  Awards  may  not  be  sold,  pledged,
         assigned, hypothecated, transferred, or disposed of in any manner other
         than by  will or by the  laws of  descent  or  distribution  and may be
         exercised, during the lifetime of the Grantee, only by the Grantee.

     (g) Time of  Granting  Awards.  The date of grant of an Award shall for all
         purposes be the date on which the Administrator makes the determination
         to  grant  such  Award,  or such  other  date as is  determined  by the
         Administrator. Notice of the grant determination shall be given to each
         Employee,  Director or Consultant to whom an Award is so granted within
         a reasonable  time after the date of such grant.
7.       Award  Exercise  or  Purchase  Price,  Consideration,  Taxes and Reload
         Options.

     (a) Exercise
         or Purchase Price. The exercise or purchase price, if any, for an Award
         shall be as follows:

          (i)   In the case of an  Incentive  Stock  Option:

               (A)  granted to an Employee who, at the time of the grant of such
                    Incentive Stock Option owns stock representing more than ten
                    percent (10%) of the voting power of all classes of stock of
                    the  Company  or any  Parent  or  Subsidiary,  the per Share
                    exercise  price  shall be not  less  than  one  hundred  ten
                    percent  (110%)  of the Fair  Market  Value per Share on the
                    date of grant.

               (B)  granted to any Employee other than an Employee  described in
                    the preceding paragraph,  the per Share exercise price shall
                    be not less  than one  hundred  percent  (100%)  of the Fair
                    Market Value per Share on the date of grant.

          (ii)  In the case of a  Non-Qualified  Stock Option:

               (A)  granted  to a person  who,  at the time of the grant of such
                    Option,  owns stock representing more than ten percent (10%)
                    of the voting  power of all  classes of stock of the Company
                    or any Parent or  Subsidiary,  the per Share  exercise price
                    shall be not less than one hundred ten percent (110%) of the
                    Fair Market Value per Share on the date of grant.

               (B)  granted to any person  other than a person  described in the
                    preceding  paragraph,  the per Share exercise price shall be
                    not less than  eighty-five  percent (85%) of the Fair Market
                    Value per Share on the date of grant.

          (iii) In the case of the sale of Shares:

               (A)  granted  to a person  who,  at the time of the grant of such
                    Award,  or at the time the  purchase  is  consummated,  owns
                    stock representing more than ten percent (10%) of the voting
                    power of all  classes of stock of the  Company or any Parent
                    or  Subsidiary,  the per Share  purchase  price shall be not
                    less than one  hundred  percent  (100%)  of the Fair  Market
                    Value per share on the date of grant.

               (B)  granted to any person  other than a person  described in the
                    preceding  paragraph,  the per Share purchase price shall be
                    not less than  eighty-five  percent (85%) of the Fair Market
                    Value per Share on the date of grant.

     (b) Consideration. Subject to Applicable Laws, the consideration to be paid
         for the  Shares to be issued  upon  exercise  or  purchase  of an Award
         including   the  method  of  payment,   shall  be   determined  by  the
         Administrator (and, in the case of an Incentive Stock Option,  shall be
         determined  at the time of grant).  In  addition  to any other types of
         consideration  the  Administrator  may determine,  the Administrator is
         authorized to accept as consideration  for Shares issued under the Plan
         the following:

          (i)     cash;
          (ii)    check;
          (iii)   delivery  of  Grantee's  promissory  note with such  recourse,
                  interest,   security,   and   redemption   provisions  as  the
                  Administrator determines as appropriate;

          (iv)    if the  exercise  occurs  on or after the  Registration  Date,
                  surrender of Shares or delivery of a properly executed form of
                  attestation  of ownership of Shares as the  Administrator  may
                  require (including withholding of Shares otherwise deliverable
                  upon  exercise of the Award) which have a Fair Market Value on
                  the date of surrender or  attestation  equal to the  aggregate
                  exercise  price of the Shares as to which said Award  shall be
                  exercised  (but only to the extent  that such  exercise of the
                  Award would not result in an  accounting  compensation  charge
                  with  respect to the  Shares  used to pay the  exercise  price
                  unless otherwise determined by the Administrator);

          (v)     if the  exercise  occurs  on or after the  Registration  Date,
                  delivery of a properly  executed exercise notice together with
                  such other  documentation as the Administrator and the broker,
                  if  applicable,  shall  require to effect an  exercise  of the
                  Award and delivery to the Company of the sale or loan proceeds
                  required to pay the exercise price; or

          (vi)    any combination of the foregoing methods of payment.
(c) Taxes.  No Shares shall be  delivered  under the Plan to any Grantee or
         other person  until such Grantee or other person has made  arrangements
         acceptable to the  Administrator  for the  satisfaction of any foreign,
         federal,   state,  or  local  income  and  employment  tax  withholding
         obligations, including, without limitation, obligations incident to the
         receipt of Shares or the  disqualifying  disposition of Shares received
         on exercise of an Incentive Stock Option. Upon exercise of an Award the
         Company shall withhold or collect from Grantee an amount  sufficient to
         satisfy such tax obligations.

     (d) Reload  Options.  In the event the exercise price or tax withholding of
         an  Option  is  satisfied  by the  Company  or the  Grantee's  employer
         withholding   Shares   otherwise   deliverable  to  the  Grantee,   the
         Administrator  may issue the Grantee an additional  Option,  with terms
         identical to the Award  Agreement under which the Option was exercised,
         but  at an  exercise  price  as  determined  by  the  Administrator  in
         accordance  with the Plan.

8.  Exercise of Award.

     (a)  Procedure for Exercise; Rights as a Shareholder.

         (i)   Any Award granted  hereunder  shall be  exercisable at such times
               and under such  conditions  as  determined  by the  Administrator
               under the terms of the Plan and specified in the Award  Agreement
               but in the case of an  Option,  in no case at a rate of less than
               20% per year  over  five (5)  years  from the date the  Option is
               granted,  subject  to  reasonable  conditions  such as  continued
               employment.  However,  in the  case of an  Option  granted  to an
               Officer, Director or Consultant,  the Award Agreement may provide
               that  the  Option  may  become  fully  exercisable,   subject  to
               reasonable conditions such as continued  employment,  at any time
               or during any period established in the Award Agreement.

          (ii) An Award shall be deemed to be exercised  when written  notice of
               such  exercise has been given to the Company in  accordance  with
               the terms of the Award by the person  entitled  to  exercise  the
               Award and full  payment for the Shares with  respect to which the
               Award is exercised  has been  received by the Company.  Until the
               issuance (as evidenced by the  appropriate  entry on the books of
               the  Company  or of a  duly  authorized  transfer  agent  of  the
               Company) of the stock  certificate  evidencing  such  Shares,  no
               right to vote or  receive  dividends  or any  other  rights  as a
               shareholder  shall  exist with  respect  to Shares  subject to an
               Award,  notwithstanding the exercise of an Option or other Award.
               No  adjustment  will be made for a  dividend  or other  right for
               which the record date is prior to the date the stock  certificate
               is issued,  except as provided in the Award  Agreement or Section
               11(a),  below.

     (b)       Exercise of Award Following  Termination of Employment,  Director
               or  Consulting  Relationship.  In the event of  termination  of a
               Grantee's   Continuous   Status  as  an  Employee,   Director  or
               Consultant for any reason other than disability or death (but not
               in the event of a  Grantee's  change of status  from  Employee to
               Consultant or from Consultant to Employee), such Grantee may, but
               only within three (3) months  after the date of such  termination
               (but in no event  later than the  expiration  date of the term of
               such Award as set forth in the Award Agreement),  exercise his or
               her Award to the extent that the Grantee was entitled to exercise
               it at the date of such termination or to such other extent as may
               be  determined   by  the   Administrator.   Notwithstanding   the
               foregoing,  the Grantee's  Award  Agreement may provide that upon
               the  termination  of  the  Grantee's   Continuous  Status  as  an
               Employee, Director or Consultant for "Cause," the Grantee's right
               to  exercise  the Award  shall  terminate  concurrently  with the
               termination  of  Grantee's  Continuous  Status  as  an  Employee,
               Director or  Consultant.  The term "Cause" shall be as defined in
               the Award  Agreement.  If the Grantee should die within three (3)
               months after the date of such  termination,  the Grantee's estate
               or the person who  acquired  the right to  exercise  the Award by
               bequest or inheritance  may exercise the Award to the extent that
               the  Grantee  was  entitled  to  exercise  it at the date of such
               termination  within twelve (12) months of the  Grantee's  date of
               death, but in no event later than the expiration date of the term
               of such Award as set forth in the Award  Agreement.  In the event
               of an Grantee's change of status from Employee to Consultant,  an
               Employee's Incentive Stock Option shall convert  automatically to
               a Non-Qualified  Stock Option on the day three (3) months and one
               day  following  such  change of status.  To the  extent  that the
               Grantee  is not  entitled  to  exercise  the Award at the date of
               termination,  or if the Grantee does not  exercise  such Award to
               the extent so  entitled  within the time  specified  herein,  the
               Award shall terminate.

     (c)       Disability of Grantee. In the event of termination of a Grantee's
               Continuous  Status as an Employee,  Director or  Consultant  as a
               result of his or her  disability,  Grantee  may,  but only within
               twelve (12) months from the date of such  termination  (and in no
               event later than the expiration date of the term of such Award as
               set  forth in the  Award  Agreement),  exercise  the Award to the
               extent that the Grantee was otherwise  entitled to exercise it at
               the date of such  termination;  provided,  however,  that if such
               disability  is not a  "disability"  as such  term is  defined  in
               Section  22(e)(3) of the Code, in the case of an Incentive  Stock
               Option such Incentive Stock Option shall automatically convert to
               a Non-Qualified  Stock Option on the day three (3) months and one
               day following such termination. To the extent that the Grantee is
               not entitled to exercise the Award at the date of termination, or
               if Grantee does not exercise such Award to the extent so entitled
               within the time specified herein, the Award shall terminate.

     (d)       Death of Grantee.  In the event of the death of an  Grantee,  the
               Award may be  exercised  at any time  within  twelve  (12) months
               following  the date of  death  (but in no  event  later  than the
               expiration  of the term of such  Award as set  forth in the Award
               Agreement),  by the Grantee's  estate or by a person who acquired
               the right to exercise  the Award by bequest or  inheritance,  but
               only to the extent that the Grantee was  entitled to exercise the
               Award at the date of death. If, at the time of death, the Grantee
               was not entitled to exercise his or her entire Award,  the Shares
               covered  by  the   unexercisable   portion  of  the  Award  shall
               immediately  revert to the Plan.  If, after death,  the Grantee's
               estate or a person who  acquired  the right to exercise the Award
               by bequest or inheritance  does not exercise the Award within the
               time  specified  herein,  the Award shall  terminate.

     (e)       Buyout Provisions. The Administrator may at any time offer to buy
               out for a payment in cash or Shares, an Award previously granted,
               based on such terms and  conditions  as the  Administrator  shall
               establish  and  communicate  to the Grantee at the time that such
               offer is made.
9.   Conditions Upon Issuance of Shares.

     (a)       Shares  shall not be issued  pursuant to the exercise of an Award
               unless the  exercise of such Award and the  issuance and delivery
               of such Shares pursuant  thereto shall comply with all Applicable
               Laws, and shall be further subject to the approval of counsel for
               the Company with respect to such compliance.

     (b)       As a  condition  to the  exercise  of an Award,  the  Company may
               require the person exercising such Award to represent and warrant
               at the  time of any  such  exercise  that the  Shares  are  being
               purchased only for  investment and without any present  intention
               to sell or  distribute  such Shares if, in the opinion of counsel
               for  the  Company,  such  a  representation  is  required  by any
               Applicable Laws.

10.      Repurchase Rights. If the provisions of an Award Agreement grant to the
Company  the  right to  repurchase  Shares  upon  termination  of the  Grantee's
Continuous  Status as an Employee,  Director or Consultant,  the Award Agreement
shall provide that the repurchase price will be either:

     (a) Not less than the Fair Market Value of the Shares to be  repurchased on
         the  date of  termination  of the  Grantee's  Continuous  Status  as an
         Employee,  Director or Consultant,  and the right to repurchase must be
         exercised for cash or cancellation of purchase money  indebtedness  for
         the Shares within ninety (90) days of the  termination of the Grantee's
         Continuous  Status as an Employee,  Director or  Consultant  (or in the
         case of  Shares  issued  upon  exercise  of  Awards  after  the date of
         termination of the Grantee's Continuous Status as an Employee, Director
         or  Consultant,  within  ninety  (90) days  after the date of the Award
         exercise),  and the  right  terminates  when the  Company's  securities
         become publicly traded; or

     (b) The original  purchase price,  provided that the right to repurchase at
         the  original  purchase  price  lapses  at the rate of at least  twenty
         percent (20%) of the Shares subject to the Award per year over five (5)
         years from the date the Award is granted  (without  respect to the date
         the  Award  was  exercised  or  became  exercisable),  and the right to
         repurchase must be exercised for cash or cancellation of purchase money
         indebtedness  for the Shares within ninety (90) days of  termination of
         the Grantee's Continuous Status as an Employee,  Director or Consultant
         (or in the case of Shares issued upon exercise of Awards after the date
         of  termination  of the  Grantee's  Continuous  Status as an  Employee,
         Director or  Consultant,  within ninety (90) days after the date of the
         Award exercise).

     (c) In addition  to the  restrictions  set forth in (a) and (b) above,  the
         Shares held by an Officer,  Director  or  Consultant  may be subject to
         additional or greater  restrictions.

11.  Adjustments  Upon Changes in Capitalization or Corporate  Transaction.

     (a) Adjustments  upon  Changes in  Capitalization.  Subject to any required
         action by the shareholders of the Company, the number of Shares covered
         by each  outstanding  Award,  and the number of Shares  which have been
         authorized  for issuance  under the Plan but as to which no Awards have
         yet been  granted or which have been  returned to the Plan,  as well as
         the price per share of Common  Stock  covered by each such  outstanding
         Award, shall be  proportionately  adjusted for any increase or decrease
         in the number of issued shares of Common Stock  resulting  from a stock
         split,   reverse   stock  split,   stock   dividend,   combination   or
         reclassification  of the  Common  Stock,  or any  other  similar  event
         resulting in an increase or decrease in the number of issued  shares of
         Common Stock.  Except as expressly  provided herein, no issuance by the
         Company of shares of stock of any class, or securities convertible into
         shares of stock of any class, shall affect, and no adjustment by reason
         hereof  shall be made with  respect  to,  the number or price of Shares
         subject to an Award.
(b) Corporate  Transaction.  Except as provided  otherwise in an individual
         Award Agreement,  in the event of any Corporate Transaction,  the Award
         will terminate immediately prior to the specified effective date of the
         Corporate  Transaction,  unless the Award is  assumed or an  equivalent
         Award is  substituted  by the  successor  corporation  or a  Parent  or
         Subsidiary  of  such   successor   corporation.   Notwithstanding   the
         foregoing,  the  Administrator,  in its  discretion,  may  prevent  the
         acceleration  of vesting and release from any  restrictions on transfer
         and  repurchase  or  forfeiture  rights of any  outstanding  Award with
         respect  to  any  Corporate  Transaction.  For  the  purposes  of  this
         subsection, the Award shall be considered assumed or substituted for an
         equivalent  Award if,  following the Corporate  Transaction,  the Award
         confers with substantially equivalent provisions as the original Award,
         for each Share subject to the Award  immediately prior to the Corporate
         Transaction,  (i) the  consideration  (whether  stock,  cash,  or other
         securities  or  property)  received  in the  Corporate  Transaction  by
         holders of Common Stock for each Share subject to the Award held on the
         effective  date  of the  Corporate  Transaction  (and if  holders  were
         offered a choice of consideration,  the type of consideration chosen by
         the holders of a majority of the outstanding Shares), or (ii) the right
         to  purchase  such  consideration  in the case of an Option or  similar
         Award;  provided,  however, that if such consideration  received in the
         Corporate  Transaction  was not solely  common  stock of the  successor
         corporation or its Parent,  the Administrator  may, with the consent of
         the successor corporation, provide for the consideration to be received
         upon the  exercise or  exchange of the Award for each Share  subject to
         the Award to be solely common stock of the successor corporation or its
         Parent  equal  in fair  market  value  to the per  share  consideration
         received by holders of Common Stock in the Corporate  Transaction.

12.   Term of Plan. The Plan shall become effective upon the earlier to occur of
its adoption by the Board or its approval by the shareholders of the Company. It
shall continue in effect for a term of ten (10) years unless sooner terminated.

13.   Amendment, Suspension or Termination of the Plan.

     (a) The Board may at any time amend,  suspend or terminate the Plan. To the
         extent  necessary to comply with  Applicable  Laws,  the Company  shall
         obtain shareholder  approval of any Plan amendment in such a manner and
         to such a degree as required.

     (b) No Award may be  granted  during  any  suspension  of the Plan or after
         termination of the Plan.

     (c) Any  amendment,  suspension  or  termination  of  the  Plan  (including
         termination  of the Plan  under  Section  12,  above)  shall not affect
         Awards already granted,  and such Awards shall remain in full force and
         effect as if the Plan had not been  amended,  suspended or  terminated,
         unless   mutually  agreed   otherwise   between  the  Grantee  and  the
         Administrator,  which  agreement  must be in writing  and signed by the
         Grantee and the Company.

14. Reservation of Shares.

     (a) The Company, during the term of the Plan, will at all times reserve and
         keep  available such number of Shares as shall be sufficient to satisfy
         the requirements of the Plan.

     (b) The inability of the Company to obtain  authority  from any  regulatory
         body having  jurisdiction,  which  authority is deemed by the Company's
         counsel to be necessary  to the lawful  issuance and sale of any Shares
         hereunder, shall relieve the Company of any liability in respect of the
         failure  to issue  or sell  such  Shares  as to  which  such  requisite
         authority  shall  not have  been  obtained.
15.   No Effect on Terms of Employment/Consulting  Relationship.  The Plan shall
not confer upon any Grantee any right with respect to continuation of employment
or consulting  relationship with the Company,  nor shall it interfere in any way
with his or her right or the Company's  right to terminate his or her employment
or consulting relationship at any time, with or without cause.

16.   Shareholder Approval. Continuance of the Plan shall be subject to approval
by the shareholders of the Company within twelve (12) months before or after the
date the Plan is adopted.  Such  shareholder  approval  shall be obtained in the
degree and manner required under  Applicable  Laws. Any Award  exercised  before
shareholder  approval is obtained shall be rescinded if shareholder  approval is
not obtained  within the time  prescribed,  and Shares issued on the exercise of
any such Award shall not be counted in determining whether shareholder  approval
is obtained.

17.   Information to Grantees. The Company shall provide to each Grantee, during
the period for which such Grantee has one or more Awards outstanding,  copies of
financial statements at least annually.