<PAGE>
As filed with the Securities and Exchange Commission on: June 18, 1996
Registration No. 33-95888
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
NEXGEN, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3021712
- -------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
1623 BUCKEYE DRIVE, MILPITAS, CALIFORNIA 95035
- ----------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1995 STOCK PLAN OF NEXGEN, INC., NEXGEN, INC. 1987 EMPLOYEE STOCK PLAN
- --------------------------------------------------------------------------------
(FULL TITLE OF THE PLANS)
THOMAS M.MCCOY
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ADVANCED MICRO DEVICES, INC., AS SUCCESSOR TO NEXGEN, INC.
ONE AMD PLACE, SUNNYVALE, CALIFORNIA 94088-3453
- --------------------------------------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(408) 732-2400
-------------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
<PAGE>
DEREGISTRATION OF CERTAIN SHARES OF COMMON STOCK
NexGen, Inc. filed a registration statement on Form S-8 with respect to
5,026,912 shares of its common stock (the "NexGen Common Stock") to be issued
pursuant to the 1995 Stock Plan of NexGen, Inc. and the NexGen, Inc. 1987
Employee Stock Plan (the "NexGen Plans"). As of January 17, 1996, NexGen, Inc.
had issued 1,295,923 shares of NexGen Common Stock pursuant to this registration
statement. In connection with the merger of NexGen, Inc. with and into Advanced
Micro Devices, Inc. ("AMD") (the "Merger"), AMD assumed the NexGen Plans. AMD
filed a post-effective amendment on Form S-8 to its registration statement on
Form S-4 filed in connection with the Merger, relating to an adjusted number of
shares of AMD common stock to be issued pursuant to the NexGen Plans in lieu of
the NexGen Common Stock. As the successor issuer to NexGen, Inc., AMD hereby
deregisters 3,730,989 shares of NexGen Common Stock remaining unsold under this
registration statement.
2
<PAGE>
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 post-effective
amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Sunnyvale, California, on this 25th
day of April, 1996.
ADVANCED MICRO DEVICES, INC.,
as successor to NexGen, Inc.
By /s/ Marvin D. Burkett
______________________________________
Marvin D. Burkett
Senior Vice President
Chief Financial and Administrative
Officer and Treasurer
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 any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other 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 perform each and
every act and thing requisite and necessary to be done in connection therewith,
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 agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
---------- ----- ----
<S> <C> <C>
/s/ W.J. Sanders III Chairman of the April 25, 1996
- ----------------------- Board and Chief
W.J. Sanders III Executive Officer
(Principal Executive
Officer)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard Previte
- ---------------------- Director, President April 25, 1996
Richard Previte and Chief Operating
Officer
/s/ S. Atiq Raza
- ---------------------- Director, Vice April 25, 1996
S. Atiq Raza President and Chief
Technical Officer
/s/ Friedrich Baur
- ---------------------- Director April 25, 1996
Friedrich Baur
/s/ Charles M. Blalack
- ---------------------- Director April 25, 1996
Charles M. Blalack
/s/ R. Gene Brown
- ---------------------- Director April 25, 1996
R. Gene Brown
/s/ Joe L. Roby
- ---------------------- Director April 25, 1996
Joe L. Roby
/s/ Leonard Silverman
- ---------------------- Director April 25, 1996
Leonard Silverman
/s/ Marvin D. Burkett
- ---------------------- Senior Vice April 25, 1996
Marvin D. Burkett President, Chief
Financial and
Administrative
Officer and
Treasurer (Principal
Financial Officer
and Principal
Accounting Officer)
</TABLE>
4
