<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 17, 1996
ADVANCED MICRO DEVICES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-7882 94-1692300
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(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 offices) (Zip Code)
Registrant's telephone number,
including area code: (408) 732-2400
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Item 2. Acquisition or Disposition of Assets
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On January 17, 1996, Advanced Micro Devices, Inc. (the "Company") completed
its acquisition of NexGen, Inc. ("NexGen"), a corporation organized under the
laws of the State of Delaware, by means of a merger (the "Merger") of NexGen
with and into the Company, pursuant to the Agreement and Plan of Merger (the
"Merger Agreement") dated as of October 20, 1995, as amended, among the Company,
NexGen and AMD Merger Corporation, a wholly owned subsidiary of the Company.
The Merger was approved by the requisite votes of the stockholders of NexGen and
the Company at separate meetings on January 16, 1996, and effected by the filing
of a Certificate of Merger with the Secretary of State of the State of Delaware
on January 17, 1996. Pursuant to the Merger Agreement, at the effective time of
the Merger on January 17, 1996, each outstanding share of the Common Stock of
NexGen was canceled and converted into the right to receive 0.8 of a share of
the Common Stock of the Company. The Merger will be accounted for as a pooling
of interests. S. Atiq Raza, the former Chairman of NexGen, was appointed as a
director of the Company on January 17, 1996.
Item 7. Financial Statements and Exhibits
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(a) Financial statements of businesses acquired.
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The financial statements of NexGen required pursuant to Rule 3-05 of
Regulation S-X were included in the Company's Registration Statement on Form S-
4, as amended (Registration No. 33-64911), declared effective by the Securities
and Exchange Commission on December 12, 1995, and pursuant to General
Instruction B.3. of Form 8-K are not included herein.
(b) Pro forma financial information.
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The pro forma financial information regarding NexGen and the Company
required pursuant to Article 11 of Regulation S-X was included in the Company's
Registration Statement on Form S-4, as amended (Registration No. 33-64911),
declared effective by the Securities and Exchange Commission on December 12,
1995, and pursuant to General Instruction B.3. of Form 8-K is not included
herein.
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(c) Exhibits.
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Exhibit
No. Description of Exhibits
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2.1 Agreement and Plan of Merger, dated as of October 20, 1995, among
Advanced Micro Devices, Inc., AMD Merger Corporation and NexGen,
Inc., as amended December 11, 1995, Annex A to the Joint Proxy
Statement/Prospectus included as a part of the Company's
Registration Statement on Form S-4 (Registration No. 33-64911) is
hereby incorporated herein by reference.
2.2 Amendment No. 2 to the Agreement and Plan of Merger, dated
January 11, 1996, among Advanced Micro Devices, Inc., AMD Merger
Corporation and NexGen, Inc.
2.3 Certificate of Merger filed with the Secretary of State of
Delaware on January 17, 1996.
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SIGNATURES
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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)
Date: January 31, 1996 By: /s/ Marvin D. Burkett
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Marvin D. Burkett
Senior Vice President,
Chief Financial and
Administrative Officer and
Treasurer
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Exhibit Index
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Exhibit
No. Description of Exhibits
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2.1 Agreement and Plan of Merger, dated as of October 20, 1995, among
Advanced Micro Devices, Inc., AMD Merger Corporation and NexGen,
Inc., as amended December 11, 1995, Annex A to the Joint Proxy
Statement/Prospectus included as a part of the Company's
Registration Statement on Form S-4 (Registration No. 33-64911) is
hereby incorporated herein by reference.
2.2 Amendment No. 2 to the Agreement and Plan of Merger, dated
January 11, 1996, among Advanced Micro Devices, Inc., AMD Merger
Corporation and NexGen, Inc.
2.3 Certificate of Merger filed with the Secretary of State of
Delaware on January 17, 1996.
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Exhibit 2.2
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
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This Second Amendment to Agreement and Plan of Merger ("Second Amendment")
dated as of January 11, 1996, by and among ADVANCED MICRO DEVICES, INC., a
Delaware corporation ("AMD"), AMD MERGER CORPORATION, a Delaware corporation
("AMD Merger"), and NEXGEN, INC., a Delaware corporation ("NexGen"), amends the
Agreement and Plan of Merger dated as of October 20, 1995, as amended by the
Amendment to Agreement and Plan of Merger dated as of December 11, 1995 (the
"Agreement"), by and among the parties to this Second Amendment.
A. At the Effective Time, NexGen shall be merged with and into AMD,
whereupon the separate existence of NexGen shall cease and AMD shall be the
surviving corporation and AMD Merger shall not be a constituent corporation of
the Merger.
B. The parties have agreed to further amend the Agreement, as more fully
set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:
1. Section 1.10 of the Agreement is amended by adding thereto the
following sentence:
"Notwithstanding, in the event that the Merger is restructured, as
contemplated by Section 1.1, and NexGen shall be merged with and into AMD, then
at the Effective Time of the Merger (i) the Certificate of Incorporation and
Bylaws of AMD, as in effect immediately prior thereto, shall be and remain the
Certificate of Incorporation and Bylaws of the surviving corporation until
thereafter amended in accordance with applicable law, and (ii) the officers and
directors of AMD shall be and remain the officers and directors of the surviving
corporation until thereafter changed in accordance with applicable law."
2. Except as modified by this Second Amendment, the Agreement remains in
full force and effect.
3. This Second Amendment may be executed in several counterparts, each of
which will be deemed an original and all of which shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
as of the date first set forth above.
ADVANCED MICRO DEVICES, INC.
By: /s/ W.J. Sanders III
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W.J. Sanders III
AMD MERGER CORPORATION
By: /s/ W.J. Sanders III
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W.J. Sanders III
NEXGEN, INC.
By: /s/ S. Atiq Raza
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S. Atiq Raza
2
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Exhibit 2.3
STATE OF DELAWARE
Page 1
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"NEXGEN, INC.", A DELAWARE CORPORATION,
WITH AND INTO "ADVANCED MICRO DEVICES, INC." UNDER THE NAME OF "ADVANCED
MICRO DEVICES, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE
STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE SEVENTEENTH DAY OF
JANUARY, A.D. 1996, AT 8:30 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/S/ Edward J. Freel
[SEAL: SECRETARY'S OFFICE, DELAWARE] ------------------------
Edward J. Freel,
Secretary of State
AUTHENTICATION: 7791745
DATE: 01-17-96
0711524 8100M
960013646
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 08:30 AM 01/17/1996
960013646 - 711524
CERTIFICATE OF MERGER
OF
NEXGEN, INC.
INTO
ADVANCED MICRO DEVICES, INC.
The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:
Name State of Incorporation
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Advanced Micro Devices, Inc. Delaware
NexGen, Inc. Delaware
SECOND: That a plan and agreement of merger among the parties to the
merger and AMD Merger Corporation, a Delaware corporation, has been approved,
adopted, certified, executed and acknowledged by each of the constituent
corporations in accordance with the requirements of Section 251 of the General
Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation of the merger is
Advanced Micro Devices, Inc.
FOURTH: That the certificate of incorporation of Advanced Micro Devices,
Inc., a Delaware corporation, the surviving corporation, shall be the
certificate of incorporation of the surviving corporation.
FIFTH: That the executed plan and agreement of merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is One AMD Place,
Sunnyvale, California 94088.
SIXTH: That a copy of the plan and agreement of merger will be furnished
by the surviving corporation, on request and without cost to any stockholder of
any constituent corporation.
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IN WITNESS WHEREOF, Advanced Micro Devices, Inc. has caused the Certificate
to be signed by W.J. Sanders III, its authorized officer, this 16th day of
January, of 1996.
Advanced Micro Devices, Inc.
By: /s/ W.J. Saunders III
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W.J. Sanders III, Chairman of
the Board and
Chief Executive Officer
ATTEST:
By: /s/ Thomas M. McCoy
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Thomas M. McCoy
Secretary
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