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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 12, 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 office (Zip Code)
Registrant's telephone number,
including area code: (408) 732-2400
Page 1 of 4
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Item 5. Other Events.
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Advanced Micro Devices, Inc. (the "Company") and NexGen, Inc. ("NexGen")
are parties to an Agreement and Plan Of Merger dated October 20, 1995, as
amended, pursuant to which NexGen, Inc. would merge either with and into the
Company or with a wholly owned subsidiary of the Company. On January 12, 1996,
NexGen, Inc. issued a press release announcing its expected financial results
for the second fiscal quarter ended December 31, 1995. The full text of the
press release is set forth in Exhibit 99 attached hereto and is incorporated in
this report as if fully set forth herein.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
99 Press release dated January 12, 1996
2
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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 12, 1996 By: /s/ Marvin D. Burkett
_____________________________
Marvin D. Burkett
Senior Vice President,
Chief Financial and
Administrative Officer and
Treasurer
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Exhibit Index
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99 Press release dated January 12, 1996
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[LOGO OF NEXGEN]
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PRESS RELEASE
NexGen Contact:
Anthony S. S. Chan Sandra O'Halloran
Chief Financial Officer Director, Investor Relations
(408) 325-8216 (408) 325-8046
NEXGEN(tm) EXPECTS REDUCED REVENUE AND EARNINGS
FOR SECOND QUARTER OF FISCAL 1996
- --For Immediate Release--
MILPITAS, California, January 12, 1996, /PR NewsWire/ -- NexGen, Inc.,
(Nasdaq: NXGN) today announced, based on a preliminary assessment, that
financial results for the second fiscal quarter ended December 31, 1995 will be
significantly lower than the first quarter of fiscal year 1996. During the prior
quarter ended September 30, 1995, the Company reported sales of $16.6 million
and a net loss of $20.5 million, or $0.62 per share. For the fiscal second
quarter, NexGen expects sales to be between $2 million to $4 million. The net
loss will also be increased by a substantial write-down in the second fiscal
quarter in the value of the Company's Nx586(r) based inventory, currently
carried at approximately $25 million. NexGen estimates the net loss, prior to
any adjustment for the inventory write-down, will be between $25 million and
$30 million.
The Company believes that its sales shortfall is attributable in large part to
customers' deferral of purchasing decisions after the announcement of NexGen's
proposed merger with Advanced Micro Devices, Inc. ("AMD"). In addition, the
pricing pressures experienced in the September quarter continued in the December
quarter for the Company's P90 and P100 products.
On October 20, 1995, Advanced Micro Devices (AMD) and NexGen announced that both
companies had signed a definitive agreement under which AMD will acquire NexGen
in an all-stock merger transaction subject to shareholder approval. The
shareholder meeting will take place for both companies on Tuesday, January 16,
1996. Assuming shareholder approval, the merger is expected to close shortly
thereafter.
Except for historical information contained herein, the matters set forth in
this press release are forward looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those set forth in the forward looking statements, including the final
determination of inventory reserves based on the outlook at the end of each
quarter for the products in inventory and on manufacturing lines, competitive
pressures, including anticipated decreases in average selling prices of
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NexGen's products and the effects of price protection granted to customers,
availability and cost competitiveness of products from NexGen's suppliers,
timing of significant orders, and the risk factors set forth in NexGen's and
AMD's Joint Proxy Statement/Prospectus relating to the proposed merger.
NexGen, Inc. develops and utilizes industry-leading processor technologies to
deliver high performance x86 processors to mainstream PC users. NexGen, with
headquarters in Milpitas, California, currently holds many patents for its
leading-edge x86 processor technology. For product information, call
1-800-8NEXGEN (1-800-863-9436) or 408-435-0202, or you can reach us on the Web
at http://www.nexgen.com.
Nx586 is a registered trademark of NexGen, Inc. NexGen is a trademark of NexGen,
Inc. All other product names used in this press release are for identification
purposes only and may be trademarks of their respective companies.
