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As filed with the Securities and Exchange Commission on August 17, 1994
Registration No. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ADVANCED MICRO DEVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-1692300
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One AMD Place, Sunnyvale, California 94088
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(Address of Principal Executive Offices) (Zip Code)
Advanced Micro Devices, Inc. 1992 Stock Incentive Plan
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(Full title of the plan)
RICHARD H. LOVGREN, ESQ.
General Counsel
ADVANCED MICRO DEVICES, INC.
One AMD Place, M/S 68, Sunnyvale, California 94088
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(Name and address of agent for service)
(408) 732-2400
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(Telephone number, including area code, of agent for service)
Approximate date of commencement of the proposed sale to public:
As soon as possible after this Registration Statement becomes effective.
This Registration Statement, including exhibits, consists of 11 sequentially
numbered pages.
The Exhibit Index is located at page 8.
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered(1) offering aggregate fee
registered (2) per share(3) offering
price
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<S> <C> <C> <C> <C>
Common 4,600,000 $27.94 $128,512,500.00 $44,314.66
Stock
$0.01
par value
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<FN>
(1) This Registration Statement also includes any additional
shares of the Registrant's Common Stock which may
subsequently be issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Does not include $4,750,000 shares of the Registrant's
Common Stock reserved for issuance under the Registrants'
1992 Stock Incentive Plan which were previously registered
on a Form S-8 Registration Statement (No. 33-46578), filed
with the Securities and Exchange Commission on March 23,
1992.
(3) Estimated solely for the purpose of determining the
registration fee, based upon the average of the high and low
prices for the Common Stock on the New York Stock Exchange
on August 11, 1994, a date within five business days of the
filing of this registration statement.
</TABLE>
2
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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The information required to be included in the Section 10(a)
prospectus is not required to be included herein.
PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed by the Corporation with the
Securities and Exchange Commission are incorporated in this Registration
Statement by reference:
a. Annual Report on Form 10-K for the fiscal year ended December 26,
1993, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act").
b. Form 10-K/A Amendment No. 1 to the Annual Report for the fiscal year
ended December 26, 1993, filed pursuant to Section 13 of the Exchange Act.
c. Quarterly Report on Form 10-Q for the fiscal quarter ended March 27,
1994, filed pursuant to Section 13 of the Exchange Act.
d. Form 10-Q/A Amendment No. 1 to the Quarterly Report for the fiscal
quarter ended March 27, 1994, filed pursuant to Section 13 of the Exchange Act.
e. Quarterly Report on Form 10-Q for the fiscal quarter ended June 26,
1994, filed pursuant to Section 13 of the Exchange Act.
f. Current Report on Form 8-K dated March 10, 1994, filed pursuant to
Section 13 of the Exchange Act.
g. Current Report on Form 8-K dated July 8, 1994, filed pursuant to
Section 13 of the Exchange Act.
h. Notice of Annual Meeting and Proxy Statement for annual meeting held
on April 27, 1994, mailed on March 25, 1994.
i. The description of the Corporation's Common Stock contained in the
registration statement (and future amendments thereto) for such Common Stock
filed under Section 12 of the Exchange Act.
j. All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been
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sold, or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement, and to be a part
hereof from the date of such filing.
Item 4. DESCRIPTION OF SECURITIES
(See Item 3(i).)
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The person who executed the opinion of counsel in Exhibit 5 attached hereto
is employed by the Corporation as Senior Corporate Attorney.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware Corporation Law provides for the indemnification of directors
and officers under certain conditions. The By-Laws of the Corporation permit
indemnification to the maximum extent permitted by Delaware Law. In addition,
the Corporation is bound by agreements with certain of its directors and
officers which obligate the Corporation to indemnify such persons in various
circumstances. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to directors,
officers and controlling persons of the Corporation pursuant to the foregoing
provisions, or otherwise, the Corporation has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Corporation of expenses incurred or paid by a director, officer
or controlling person of the Corporation 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, the Corporation 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 Act and
will be governed by the final adjudication of such issue.
The Corporation has in effect a directors and officers liability insurance
policy indemnifying the directors and officers of the Corporation and the
directors and officers of the Corporation's subsidiaries within a specific limit
for certain liabilities incurred by them, including liabilities under the Act.
The Corporation pays the entire premium of this policy.
The Corporation's Certificate of Incorporation contains a provision which
eliminates the personal liability of directors of the Corporation for monetary
damages for certain breaches of fiduciary duty, as permitted by Section
102(b)(7) of the General Corporation Law of Delaware.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
4.1 Advanced Micro Devices, Inc. 1992 Stock Incentive Plan, amended, filed
as Exhibit 10.3 to the Corporation's 1993 annual report on Form 10-K
is hereby incorporated by reference.
4.2 Schedule 1992 United Kingdom Share Option Scheme of Advanced Micro
Devices, Inc., filed as Exhibit 4.2 to the Corporation's Registration
Statement (No. 33-46578) on Form S-8, dated March 23, 1992, is hereby
incorporated by reference.
4.3 Forms of Stock Option Agreements, filed as Exhibit 4.3 to the
Corporation's Registration Statement (No. 33-46578) on Form S-8, dated
March 23, 1992, is hereby incorporated by reference.
5. Opinion of Counsel.
23.1 Consent of Ernst & Young, Independent Auditors.
23.2 Consent of Counsel (See Exhibit 5).
24. Power of Attorney.
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) 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.
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Provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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, the registrant 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 Sunnyvale, State of California, on this 5th day of
August 1994.
ADVANCED MICRO DEVICES, INC.
By: /s/ Marvin D. Burkett
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Marvin D. Burkett
Senior Vice President,
Chief Financial Officer,
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ W. J. Sanders III* Chairman of the Board August 5, 1994
- ------------------------ and Chief Executive Officer
W. J. Sanders III (Principal Executive Officer)
/s/ Anthony B. Holbrook* Vice Chairman of the Board August 5, 1994
- ------------------------ and Chief Technical Officer
Anthony B. Holbrook
/s/ Richard Previte* Director, President and August 5, 1994
- ------------------------ Chief Operating Officer
Richard Previte
/s/ Charles M. Blalack* Director August 5, 1994
- ------------------------
Charles M. Blalack
/s/ R. Gene Brown* Director August 5, 1994
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R. Gene Brown
/s/ Joe L. Roby* Director August 5, 1994
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Joe L. Roby
/s/ Friedrich Baur* Director August 5, 1994
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Friedrich Baur
/s/ Leonard Silverman* Director August 5, 1994
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Leonard Silverman
/s/ Marvin D. Burkett* Senior Vice President, August 5. 1994
- ----------------------- Chief Financial Officer,
Marvin D. Burkett and Treasurer
(Principal Financial Officer)
/s/ Larry Carter Vice President and August 6, 1994
- ----------------------- Controller (Principal
Larry Carter Accounting Officer)
* By: /s/ Marvin D. Burkett
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Marvin D. Burkett, Attorney-in-fact
pursuant to Exhibit 24
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<TABLE>
<CAPTION>
EXHIBIT INDEX
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Sequential
Exhibit No. Exhibit Name Page No.
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<S> <C> <C>
4.1 Advanced Micro Devices, Inc. 1992
Stock Incentive Plan, amended,
filed as Exhibit 10.3 to the
Corporation's 1993 annual report
on Form 10-K is hereby incorporated
by reference.
4.2 Schedule 1992 United Kingdom
Share Option Scheme of Advanced
Micro Devices, Inc., filed as
Exhibit 4.2 to the Corporation's
Registration Statement (No. 33-46578)
on Form S-8, dated March 23, 1992,
is hereby incorporated by reference.
4.3 Forms of Stock Option Agreements,
filed as Exhibit 4.3 to the Corporation's
Registration Statement (No. 33-46578)
on Form S-8, dated March 23, 1992, is
hereby incorporated by reference.
5. Opinion of Counsel. 10
23.1 Consent of Ernst & Young, 11
Independent Auditors.
23.2 Consent of Counsel (See Exhibit 5).
24. Power of Attorney relating to the 9
Advanced Micro Devices, Inc. 1992
Stock Incentive Plan.
</TABLE>
8
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Exhibit 5
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August 17, 1994
Board of Directors
Advanced Micro Devices, Inc.
One AMD Place
P.O. Box 3453
Sunnyvale, CA 94088-3453
Dear Sirs:
This refers to the Registration Statement on Form S-8 filed by Advanced
Micro Devices, Inc. (the "Company") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to 4,600,000 shares of
the Company's Common Stock, $0.01 par value. As counsel to the Company, I have
examined such questions of law and such corporate records and other documents as
I have considered necessary or appropriate for the purposes of this opinion and,
upon the basis of such examination, advise you that in my opinion these shares
have been duly and validly authorized and, when issued and sold in the manner
contemplated by the Registration Statement, will be validly issued, fully paid,
and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Adriana Guevara Chiocchi
Senior Corporate Attorney
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Exhibit 23.1
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related prospectus pertaining to the Advanced
Micro Devices, Inc. 1992 Stock Incentive Plan of our reports dated January
6, 1994, with respect to the consolidated financial statements of Advanced
Micro Devices, Inc. incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 26, 1993 and the related financial
statement schedules included therein, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
San Jose, California
August 16, 1994
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Exhibit 24
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POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints W. J. Sanders III and Marvin D. Burkett, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign registration statements pursuant to the
Securities Act of 1933 relating to the registration of shares of Common Stock of
Advanced Micro Devices, Inc. (the "Corporation") to be offered to employees of
the Corporation pursuant to the Corporation's 1992 Stock Incentive Plan, and to
sign any and all amendments, (including post-effective amendments) to such
registration statements, and to file the same, with all exhibits thereto and
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
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/s/ W. J. Sanders III Chairman of the Board June 5, 1994
- ----------------------- and Chief Executive Officer
W. J. Sanders III (Principal Executive Officer)
/s/ Anthony B. Holbrook Vice Chairman of the Board June 5, 1994
- ----------------------- and Chief Technical Officer
Anthony B. Holbrook
/s/ Richard Previte Director, President and June 5, 1994
- ----------------------- Chief Operating Officer
Richard Previte
/s/ Charles M. Blalack Director June 4, 1994
- ----------------------
Charles M. Blalack
/s/ R. Gene Brown Director June 5, 1994
- ----------------------
R. Gene Brown
/s/ Joe L. Roby Director June 5, 1994
- ----------------------
Joe L. Roby
/s/ Leonard Silverman Director June 13, 1994
- ----------------------
Leonard Silverman
/s/ Friedrich Baur Director June 6, 1994
- ----------------------
Friedrich Baur
9
