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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 10, 1994
ADVANCED MICRO DEVICES, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-7882 94-1692300
- ------------------------------ ------------ -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One AMD Place
P.O. Box 3453
Sunnyvale, California 94088-3453
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (408) 732-2400
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Item 5 Other Events
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I. Litigation
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A. Intel
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General
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Advanced Micro Devices, Inc. ("AMD" or "Corporation") and Intel Corporation
("Intel") are engaged in a number of legal proceedings involving AMD's x86
products. The current status of such legal proceedings are described below. An
unfavorable decision in the 287, 386 or 486 microcode cases could result in a
material monetary award to Intel and/or preclude AMD from continuing to produce
those Am386(Registered Trademark) and Am486(Trademark) products adjudicated to
contain any copyrighted Intel microcode. The Am486 products are a material part
of the Company's business and profits and such an unfavorable decision could
have an immediate, materially adverse impact on the financial condition and
results of the operations of AMD.
The AMD/Intel legal proceedings involve multiple interrelated and complex
issues of fact and law. The ultimate outcome of such legal proceedings cannot
presently be determined. Accordingly, no provision for any liability that may
result upon an adjudication of any of the AMD/Intel legal proceedings has been
made in the Corporation's financial statements.
On March 10, 1994, a federal court jury in San Jose, California returned
verdicts in the 287 microcode litigation discussed in A.2 below finding that a
1976 patent and copyright agreement between AMD and Intel (the "1976 Agreement")
granted AMD rights to sell microchips containing Intel microcodes. The Court
entered a judgment on the verdicts in AMD's favor on March 11, 1994. Prior to
the jury's determination, AMD and Intel agreed that the jury's verdicts would be
determinative of the question whether the 1976 Agreement grants AMD the right to
copy microcodes contained in Intel microprocessors and peripheral microchips,
including not only the 287 math co-processor, but generally as to all
microprocessors and peripheral microchips, specifically including the 386 and
486 microprocessors.
Intel has indicated that it intends to appeal the verdicts in the 287 case
and it is expected that the appeal process will take at least one year. It is
AMD's expectation that Intel, notwithstanding the March 10, 1994 verdicts or any
other ruling adverse to Intel in the pending legal proceedings with AMD, will
continue to pursue the remaining intellectual property claims in the pending
litigations against the Corporation.
Status of Cases
---------------
1. AMD/Intel Technology Agreement Arbitration. A 1982 technology
------------------------------------------
exchange agreement (the "1982 Agreement") between AMD and Intel has been the
subject of a dispute which was submitted to Arbitration through the Superior
Court of Santa Clara County, California and the matter is now at the California
Supreme Court on appeal. The dispute centers
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around issues relating to whether Intel breached its agreement with AMD and
whether that breach injured AMD, as well as the remedies available to AMD for
such a breach.
In February 1992, the Arbitrator awarded AMD several remedies including the
following: a permanent, royalty-free, nonexclusive, nontransferable worldwide
right to all Intel copyrights, patents, trade secrets and mask work rights, if
any, contained in the then-current version of AMD's Am386 family of
microprocessors; and a two-year extension, until December 31, 1997, of the
copyright and patent rights granted to AMD. Intel appealed this decision as it
relates to the technology award. On May 22, 1992, the Superior Court in Santa
Clara County confirmed the Arbitrator's award and entered judgment in the
Corporation's favor on June 1, 1992. Intel appealed the decision confirming the
Arbitrator's award in state court. On June 4, 1993, the California Court of
Appeal affirmed in all respects the Arbitrator's determinations that Intel
breached the 1982 Agreement. However, the Court of Appeal held that the
Arbitrator exceeded his powers in awarding to AMD a license to Intel
intellectual property, if any, in AMD's Am386 microprocessor and in extending
the 1976 Agreement between AMD and Intel by two years. As a result, the Court
of Appeal ordered the lower court to correct the award to remove these rights
and then confirm the award as so corrected.
On September 2, 1993, the California Supreme Court granted the
Corporation's petition for review of the California Court of Appeal decision
that the Arbitrator exceeded his authority. The Corporation has requested that
the California Supreme Court affirm the judgment confirming the Arbitrator's
award to the Corporation, which includes the right to the Intel 386 microcode.
If the California Supreme Court reverses the decision of the California
Court of Appeal and affirms the Arbitrator's award, the Corporation would
assert the Arbitrator's award as well as the verdicts in the 287 Microcode case
discussed below as defenses against Intel's intellectual property claims in the
386 and 486 Microcode Litigations discussed below. If sustained, both these
defenses could preclude Intel from continuing to pursue its pending intellectual
property and related damages claims regarding the Am386 microprocessors, and the
Arbitrator's award also could preclude claims respecting the Am486SX
microprocessors. If the Supreme Court does not reverse the decision of the
California Court of Appeal it could among other things: (i) decide to remand
the matter for a new Arbitration proceeding either on the merits or solely on
the issue of relief including the damages due to the Corporation, or (ii) order
no further proceedings which would affirm the decision of the Court of Appeal
and prevent AMD from using the Arbitration award as a defense in the 386 or 486
Microcode Litigations discussed below. The California Supreme Court is expected
to decide the case by the end of 1994.
The Corporation believes it has the right to use Intel technology to
manufacture and sell AMD's microprocessor products based on a variety of
factors, including: (i) the 1982 Agreement, (ii) the Arbitrator's award in the
Arbitration which is pending review by the California Supreme Court, and (iii)
the 1976 Agreement. An unfavorable decision by the California Supreme Court
could materially adversely affect other AMD/Intel microcode legal proceedings
discussed herein. Such matters involve multiple interrelated and complex issues
of fact and law. The ultimate outcome of the AMD/Intel legal proceedings cannot
presently be
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determined. Accordingly, no provision for any liability that may result upon
the adjudication of the AMD/Intel legal proceedings has been made in the
Corporation's financial statements.
2. 287 Microcode Litigation. (Case No. C-90-20237, N.D. Cal.) On
------------------------
April 23, 1990, Intel Corporation filed an action against the Corporation in the
U.S. District Court, Northern District of California, seeking an injunction and
damages with respect to the Corporation's 80C287, a math coprocessor designed to
function with the 80286. Intel's suit alleges several causes of action,
including infringement of Intel copyright on the Intel microcode used in its 287
math coprocessor, mask work infringement, unfair competition by means of false
advertising and unauthorized copying of the Intel 287 microcode by the third
party developer of the AMD 80C287 microchips.
In June 1992, a jury determined that the Corporation did not have the right
to use Intel microcode in the 80C287. On December 2, 1992, the court denied the
Corporation's request for declaratory relief to the effect it has the right,
under the 1976 Agreement with Intel to distribute products containing Intel
microcode. The Corporation filed a motion on February 1, 1993, for a new trial
based upon the discovery of AMD of evidence improperly withheld by Intel at the
time of trial.
In April, 1993, the court granted AMD a new trial on the issue of whether
the 1976 Agreement with Intel Corporation granted AMD a license to use Intel
microcode in its products. The ruling vacated both an earlier jury verdict
holding that the 1976 Agreement did not cover the rights to microcode contained
in the Intel 80287 math coprocessor and the December 2, 1992 ruling (discussed
above). A new trial commenced in January, 1994 and jury verdicts were returned
in AMD's favor on March 10, 1994 finding that the 1976 Agreement granted AMD
rights to sell microchips containing Intel microcodes. The court entered a
judgment on the verdicts in AMD's favor on March 11, 1994. Prior to the jury's
determination, AMD and Intel agreed that the jury's verdicts would be
determinative of the question whether the 1976 Agreement grants AMD the right to
copy microcodes contained in Intel microprocessors and peripheral microchips,
including not only the 287 math co-processor, but generally as to all
microprocessors and peripheral microchips, specifically including the 386 and
486 microprocessors.
The impact of the ultimate outcome of the 287 Microcode Litigation is
highly uncertain and dependent upon the scope and breadth of the final result in
the case. A decision of broad scope could not only result in a damages award
but also impact the Corporation's ability to continue to ship and produce its
Am486 products or other microprocessor products containing any copyrighted
Intel microcode. The Corporation's inability to ship such products could have
an immediate, material adverse impact on the Corporation's results of
operations and financial condition. The outcome of the 287 litigation could
also materially impact the outcomes in the other AMD/Intel microcode legal
proceedings. Such matters involve multiple interrelated and complex issues of
fact and law. The ultimate outcome of the AMD/Intel legal proceedings cannot
presently be determined. Accordingly, no provision for any liability that may
result upon the adjudication of the AMD/Intel legal proceedings has been made in
the Corporation's financial statements.
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3. 386 Microcode Litigation. (Case No. A-91-CA-800, W.D. Texas and
------------------------
Case No. C-92-20039, N.D. Cal.) On October 9, 1991, Intel Corporation filed an
action against the Corporation in the U.S. District Court for the Western
District of Texas (Case No. A-91-CA-800, W.D. Texas), alleging the separate
existence and copyrightability of the logic programming in a microprocessor and
characterizing that logic as a "control program," and further alleging that the
Corporation violated copyrights on this material and on the Intel microcode
contained in the Am386 microprocessor. This action has been transferred to the
U.S. District Court, Northern District of California (Case No. C-92-20039, N.D.
Cal.). The complaint asserts claims for copyright infringement of what Intel
describes as: (1) its 386 microprocessor microcode program and revised
programs, (2) its control program stored in a 386 microprocessor programmable
logic array and (3) Intel In-Circuit Emulation (ICE) microcode. The complaint
seeks damages and injunctive relief arising out of the Corporation's
development, manufacture and sale of its Am386 microprocessors and seeks a
declaratory judgment as to the Intel/AMD license agreements (1976 and 1982
Agreements), including a claim for a declaratory judgment that AMD's license
rights to Intel's microcodes expire on December 31, 1995, and that AMD may no
longer sell product containing Intel microcode after that date. The monetary
relief sought by Intel is unspecified. The Corporation has answered and
counterclaimed seeking declaratory relief.
The Corporation believes that Intel's microcode copyright claims are
substantively the same as claims made in the 287 Microcode Litigation (Case No.
C-90-20237, N.D. Cal.) (discussed above). Intel has also asserted that federal
law prevents the Corporation from asserting as a defense the intellectual
property rights that were awarded in the Intel Arbitration (discussed above). On
October 29, 1992, the court in the 386 Microcode Litigation granted the
Corporation's motion to stay further proceedings pending resolution of the state
court Arbitration appeal. On December 28, 1993, the U.S. Court of Appeals for
the Ninth Circuit reversed the stay order and the case was remanded for further
proceedings. The Corporation will file a petition for writ of certiorari in the
Supreme Court of the United States. If the petition is granted, AMD will move to
have the mandate of the Ninth Circuit recalled and stayed pending a decision by
the U.S. Supreme Court on the correctness of the trial court's order to stay.
Meanwhile, the 386 case is no longer stayed and the Corporation expects Intel to
argue that the Arbitration is not a defense in this action. As discussed above,
the jury verdicts in the 287 case resolve the issue of whether AMD has the right
to use Intel's microcodes in AMD's AM386 microprocessor. However, the Company
expects Intel to argue that the verdicts do not resolve the claims in the 386
Microcode Litigation Act that AMD is not licensed to use (1) Intel's "control
program" stored in Intel's 386 microprocessor's programmable logic array or (2)
what Intel characterizes as "ICE microcode."
An unfavorable final decision in the 386 Microcode Litigation could result
in a material monetary damages award to Intel and/or preclude the Corporation
from continuing to produce the Am386 and any other microprocessors which contain
any copyrighted Intel microcode, either of which could have an immediate,
material adverse impact on the Corporation's results of operations and financial
condition. The AMD/Intel legal proceedings involve multiple interrelated and
complex issues of fact and law. The ultimate outcome of such proceedings cannot
presently be determined. Accordingly, no provision for any liability that may
result upon
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the adjudication of the AMD/Intel legal proceedings has been made in the
Corporation's financial statements.
4. 486 Microcode Litigation. (Case No. C-93-20301 PVT, N.D. Cal.) On
------------------------
April 28, 1993, Intel Corporation filed an action against AMD in the U.S.
District Court, Northern District of California, seeking an injunction and
damages with respect to the Corporation's Am486 microprocessor. The suit
alleges several causes of action, including infringement of various Intel
copyrighted computer programs.
Intel's Fourth Amended Complaint was filed on November 2, 1993. The Fourth
Amended Complaint seeks damages and injunctive relief based on the following
claims: (1) AMD's alleged copying and distribution of 486 "Processor Microcode
Programs" and "Control Programs"; (2) AMD's alleged copying of 486 "Processor
Microcode" as an intermediate step in creating proprietary microcodes for the
AMD version of the 486. The Fourth Amended Complaint also seeks a declaratory
judgment that (1) AMD has induced third party copyright infringement through
encouraging third parties to import Am486-based products ("Third Party
Inducement Claim"); (2) AMD's license rights to Intel microcode expire as of
December 31, 1995 and AMD may no longer sell any products containing Intel
microcode after that date ("License Expiration Claim"); (3) AMD's license rights
to Intel microcodes do not extend to In-Circuit Emulation (ICE) microcode ("ICE
Claim"); and (4) AMD is not licensed to authorize third parties to copy the
Intel microcode ("Have Copied Claim"). Intel's Fourth Amended Complaint further
seeks damages and injunctive relief based on AMD's alleged copying and
distribution of Intel's "386 Processor Microcode Program" in AMD's 486SX
microprocessor. The Corporation answered the complaint in January, 1994.
On December 1, 1993, Intel moved for partial summary judgment on its claim
for copyright infringement of what Intel terms its 486 ICE microcode. This
motion was heard on March 1, 1994. The Court requested further briefing from
the parties by March 9, 1994. The Court has not yet ruled and the motion
remains under submission.
By order dated December 21, 1993, the Court granted the Corporation's
motion to stay Intel's claim that AMD's 486SX infringes Intel copyrights on its
386 microcode. In light of the Ninth Circuit decision discussed above in the
386 Microcode Litigation reversing the Court's order staying the case, the stay
order in this action may be vacated and/or appealed and the litigation
concerning this claim may proceed.
AMD believes that the microcode copyright infringement claims made by Intel
in the 486 Microcode Litigation are substantively the same as claims: (i) made
in the 287 Microcode Litigation with regard to the Intel microcode, discussed
above and (ii) made in the 386 Microcode Litigation with regard to AMD's rights
to utilize the so-called Intel microcode, "control programs" and ICE microcode.
Intel's License Expiration Claim contained in the 486 Microcode Litigation is
also contained in the 386 but not the 287 Microcode Litigation.
As discussed above, the jury verdicts in the 287 case resolve the issue
whether AMD has the right to use Intel's microcode in AMD's Am486
microprocessor. The Company expects
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Intel to argue that the verdicts do not resolve the claims in the 486 Microcode
Litigation that AMD is not licensed to use (1) Intel's "control program" stored
in Intel's 486 microprocessor's programmable logic array or (2) what Intel
characterizes as "ICE microcode."
An unfavorable decision in the 287 or the 486 Microcode Litigations could
affect the Corporation's ability to continue to ship and produce its Am486DX
products or, in the case of the 486 Microcode Litigation, could result in a
material monetary damages award to Intel, either of which could have an
immediate, material adverse impact on the Corporation's results of operations
and financial condition. The AMD/Intel legal proceedings involve multiple
interrelated and complex issues of fact and law. The ultimate outcome of such
proceedings cannot presently be determined. Accordingly, no provision for any
liability that may result upon the adjudication of the AMD/Intel legal
proceedings has been made in the Corporation's financial statements.
5. Antitrust Case Against Intel. On August 28, 1991, the Corporation
----------------------------
filed an antitrust complaint against Intel Corporation in the U.S. District
Court for the Northern District of California (Case No. C-91-20541-JW-EAI),
alleging that Intel engaged in a series of unlawful acts designed to secure and
maintain a monopoly in iAPX microprocessor chips. The complaint alleges that
Intel illegally coerced customers to purchase Intel chips through selective
allocations of Intel products and tying availability of the Intel 80386 to
purchases of other products from Intel, and that Intel filed baseless lawsuits
against AMD in order to eliminate AMD as a competitor and intimidate AMD
customers. The complaint requests significant monetary damages (which may be
trebled), and an injunction requiring Intel to license the 80386 and 80486 to
AMD, or other appropriate relief. On December 17, 1991, the Court dismissed
certain of AMD's claims relating to Intel's past practices on statute of
limitations grounds. Intel filed a motion for partial summary judgment on a
single AMD claim that Intel filed a baseless trademark lawsuit against AMD and
this motion has been granted. The trial date of October 4, 1994 has been vacated
and no new date has been set. With the Court's permission, AMD filed an amended
complaint on March 9, 1994, alleging monopolization and attempted monopolization
by Intel in connection with the sale of the 286, 386, 486 and Pentium
microprocessors.
6. Business Interference Case Against Intel. On November 12, 1992,
----------------------------------------
the Corporation filed a proceeding against Intel in the Superior Court of Santa
Clara County, California (Case No. 726343), for tortious interference with
prospective economic advantage, violation of California's Unfair Competition
Act, breach of contract and declaratory relief arising out of Intel's efforts to
require AMD's customers to pay to Intel patent royalties if they purchased 386
and 486 microprocessors from AMD. The patent involved, referred to as the
Crawford '338 patent, covers various aspects of how the Intel 386
microprocessor, the Intel 486 microprocessor and future X86 processors manage
memory and how these microprocessors generate memory pages and page tables when
combined with external memory and multi-tasking software such as
Microsoft(Registered Trademark) Windows(Trademark), OS/2(Registered Trademark)
or UNIX(Registered Trademark). The action was subsequently removed to the
Federal District Court where AMD amended its complaint to include causes of
action for violation of the Lanham Act and a declaration of patent invalidity
and unenforceability. The complaint alleges that Intel is demanding royalties
for the use of the Intel patents from the Corporation's customers, without
informing the Corporation's
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customers that the Corporation's license arrangement with Intel protects the
Corporation's customers from an Intel patent infringement lawsuit. No royalties
for the license are charged to customers who purchase these microprocessors from
Intel. This case is presently stayed pending resolution of the International
Trade Commission Proceeding, discussed next.
7. International Trade Commission Proceeding. The United States
-----------------------------------------
International Trade Commission Proceeding (the "ITC Proceeding") (Investigation
No. 337-TA-352) was filed by Intel Corporation on May 7, 1993, against two
respondents, Twinhead International and its U.S. subsidiary, Twinhead
Corporation. Twinhead is a Taiwan-based manufacturer which is a customer of
both AMD and Intel. Twinhead purchases microprocessors from AMD and Intel, and
incorporates these microprocessors into computers sold by Twinhead. Intel
claims that the respondents induce computer end-users to infringe on what is
known as the Crawford '338 patent when the computers containing AMD
microprocessors are used with multi-tasking software such as Windows, Unix or
OS/2. Intel seeks a permanent exclusion order from entry into the United States
of certain Twinhead personal computers and an order directing Twinhead to cease
and desist from demonstrating, testing or otherwise using such computers in the
United States.
AMD's dispute with Intel in the Intel Business Interference Case (Case No.
C-92-20789, N.D. Cal) (discussed above) requests a declaration that the Crawford
'338 patent is invalid; accordingly, AMD intervened in the ITC Proceeding as a
real party in interest by filing a motion with the ITC to intervene on the side
of the respondents. On July 2, 1993, the ITC granted AMD's motion to intervene
in the ITC Proceeding on the side of respondents and to participate fully in all
proceedings as a party. The Corporation has vigorously contested the relief
Intel seeks. Any decision by an administrative judge would then be confirmed or
not be confirmed by the International Trade Commission (ITC).
On February 4, 1994, the Corporation filed a motion to suspend immediately
and thereafter to terminate the ITC proceeding on the ground that Intel is
collaterally estopped from pursuing the relief it seeks by reason of a judgment
soon to be entered in favor of Cyrix Corporation (also an intervenor in the ITC
Proceeding) and against Intel in a trial involving the Crawford '338 patent in
Texas federal court. Intel opposed the motion, and filed a motion of its own
requesting that the ITC proceeding be suspended, not terminated, pending
appellate review of the Cyrix Judgment. On February 22, 1994, the ITC
Administrative Law Judge granted AMD's motion to suspend, and indicated his
intent to grant AMD's request to terminate the ITC Proceeding upon entry of the
judgment in the Texas federal court. The Judge denied Intel's motion to suspend
the ITC Proceeding until its appeal of the judgment in favor of Cyrix has been
resolved.
An unfavorable outcome before the ITC could have an adverse effect on the
Corporation's ability to sell microprocessors to Twinhead and other computer
manufacturers in
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Taiwan and potentially, other countries. An unfavorable outcome could have an
immediate, material adverse impact on the Corporation's results of operations
and financial condition.
B. Other
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1. In Re Advanced Micro Devices Securities Litigation. Between
--------------------------------------------------
September 8 and September 10, 1993, five class actions were filed, purportedly
on behalf of purchasers of the Corporation's stock, alleging that the
Corporation and various of its officers and directors violated Sections 10(b)
and 20(a) of the Securities and Exchange Act of 1934, 15 U.S.C. (S)(S) 78j(b)
and 78t(a), respectively, and Rule 10b-5 promulgated thereunder, 17 C.F.R. (S)
240.10b-5, by issuing allegedly false and misleading statements about the
Corporation's development of its 486SX personal computer microprocessor
products, and the extent to which that development process included access to
Intel's 386 microcode. Some or all of the complaints alleged that the
Corporation's conduct also constituted fraud, negligent misrepresentations and
violations of the California Corporations Code.
By order dated October 13, 1993, these five cases, as well as any cases
that might be subsequently filed, were consolidated under the caption "In Re
Advanced Micro Devices Securities Litigation," with the lead case for the
consolidated actions being Samuel Sinay v. Advanced Micro Devices, Inc., et al.
----------------------------------------------------
(No. C-93-20662-JW, N.D. Cal). A consolidated amended class action complaint
was filed on December 3, 1993, containing all the claims described above and
additional allegations that the Corporation made false and misleading statements
about its revenues and earnings during the third quarter of its 1993 fiscal year
as well as about potential foundry arrangements. The amended complaint seeks
damages in an unspecified amount. On January 14, 1994, the Company filed a
motion to dismiss various claims in the amended and consolidated class action
complaint. The motion to dismiss was scheduled for hearing on March 25, 1994,
but has been taken off calendar pending preliminary settlement negotiations. The
Company has responded to initial document requests and interrogatories and has
begun document production. No depositions have been taken. This case is in the
early stage of discovery. The Corporation believes the ultimate outcome of this
litigation will not have a material adverse effect upon the financial condition
of the Corporation.
2. George A. Bilunka, et al. v. Sanders, et al. (93-20727JW, N.D.
--------------------------------------------
Cal.). On September 30, 1993, an AMD shareholder, George A. Bilunka, purported
to commence an action derivatively on the Corporation's behalf against all of
the Corporation's directors and certain of the Corporation's officers. The
Corporation is named as a nominal defendant. This purported derivative action
essentially alleges that the individual defendants breached their fiduciary
duties to the Corporation by causing, or permitting, the Corporation to make
allegedly false and misleading statements described in In re Advanced Micro
--------------------
Devices Securities Litigation above about the Corporation's development of its
- -----------------------------
486SX personal computer microprocessor products, and the extent to which that
development process included access to Intel's 386 microcode. This action
alleges that a pre-suit demand on the Corporation's Board of Directors
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would have been futile because of alleged director involvement. Damages are
sought against the individual defendants in an unspecified amount.
On November 10, 1993, the Corporation, as nominal defendant, filed a motion
to dismiss the action for failure to make a demand upon the Corporation's Board
of Directors. The plaintiff then filed an amended derivative complaint on
December 17, 1993. The Corporation again moved to dismiss the complaint. The
motion was heard on February 4, 1994, and on March 1, 1994 the Court granted in
part and denied in part the motion. Proceedings in this case, which the Court
has ordered to be coordinated with the consolidated securities class actions,
are generally in abeyance pending settlement negotiations. The Corporation
believes that the ultimate outcome of this litigation will not have a material
adverse effect upon the financial condition of the Corporation.
3. SEC Investigation. The Securities and Exchange Commission ("SEC")
-----------------
has notified the Corporation that it is conducting an informal investigation of
the Corporation regarding the Corporation's disclosures about the development of
its AM486SX products. See Items 1 and 2 of Section I(B) hereof. The Company is
cooperating fully with the SEC.
4. Other Matters. The Corporation is a defendant or plaintiff in
-------------
various other actions which arose in the normal course of business. In the
opinion of management, the ultimate disposition of these matters will not have a
material adverse effect on the financial condition or the results of operations
of the Corporation.
Item 7. Financial Statements and Exhibits.
---------------------------------------------
Exhibits.
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99.1 Judgment entered March 11, 1994 in 287 Microcode Litigation
99.2 Jury Verdicts dated March 10, 1994 in 287 Microcode Litigation
9
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCED MICRO DEVICES, INC.
(Registrant)
/s/ Larry R. Carter
Date: March 22, 1994 By:____________________________________
Larry R. Carter
Vice President and
Corporate Controller
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Exhibit Index
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Sequential
Page No.
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99.1 Judgment entered March 11, 1994 in 287 Microcode Litigation 13
99.2 Jury verdicts dated March 10, 1994 in 287 Microcode Litigation 14
11
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EXHIBIT 99.1
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA
INTEL CORPORATION, ) No. C-90-20237-WAI
)
Plaintiff, )
v. ) JUDGMENT ON JURY VERDICT
) -------------------------
ADVANCED MICRO DEVICES, INC., )
)
Defendant. )
- ------------------------------------------
The above-entitled action came duly on for trial before the court and a jury
duly impaneled and, after a full and fair trial, argument and submission to the
jury, the jury duly returned its verdict finding that Defendant has proven by a
preponderance of the evidence that it was duly licensed to copy the copyrighted
microcode in issue in this case and that Plaintiff had failed to prove by a
preponderance of the evidence that there was a lack of mutual assent to the
Technology Exchange Agreement of 1982, and good cause appearing therefor
IT IS ORDERED, ADJUDGED AND DECREED that Plaintiff take nothing by its
complaint and that Defendant go hence with its costs.
DATED: 3/10/94
ENTERED IN CIVIL COURT 3/11 1994
/s/ William A. Ingram
--------------------------
William A. Ingram
United States District Judge
<PAGE>
EXHIBIT 99.2
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA
INTEL,
Plaintiff
V. NO. C 90-20237 WAI
ADVANCED MICRO DEVICES,
Defendants.
_______________________________/
JURY VERDICT
------------
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SPECIAL VERDICT
---------------
We, the jury in the above-entitled case, find, by a preponderance of the
evidence, the following special verdict on the questions submitted to us:
ANSWER QUESTION NO. 1 FIRST.
QUESTION NO. 1:
- ---------------
DID AMD prove by a preponderance of the evidence that the disputed language,
"microcodes contained in Intel microcomputers and peripheral products sold by
Intel," as used in the 1976 Agreement and as reasonably interpreted by the
parties, grants rights to microcode contained in Intel microprocessors and
peripheral products like a math co-processor?
Answer "yes" or "no."
ANSWER: Yes [X] No [_]
SPECIAL VERDICT FORM
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QUESTION NO. 2:
- ---------------
Did Intel prove by a preponderance of the evidence that in 1982 the parties
did not agree as to the meaning of the disputed language: "microcodes contained
in Intel microcomputers and peripheral products sold by Intel"?
Answer "yes" or "no."
ANSWER: Yes [_] No [X]
PLEASE HAVE YOUR FOREPERSON DATE AND SIGN THIS FORM.
Dated: 3/10/94 Foreperson: /s/Paula B. Hoelker-Williams
----------------------------
SPECIAL VERDICT FORM
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