<PAGE>
As filed with the Securities and Exchange Commission on: August __, 1997
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
ADVANCED MICRO DEVICES, INC.
---------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-1692300
--------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
ONE AMD PLACE, SUNNYVALE, CALIFORNIA 94088-3453
- ---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ADVANCED MICRO DEVICES, INC. 1991 STOCK PURCHASE PLAN
---------------------------------------------------------------
(FULL TITLE OF THE PLANS)
THOMAS M. MCCOY
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ADVANCED MICRO DEVICES, 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered be Registered Price per Share Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,500,000 $35.875/1/ $53,812,500 $16,307
=====================================================================================================================
1 Estimated solely for the purpose of determining the registration fee, computed in accordance with Rule 457(h) and
Rule 457(c) on the basis of the average of the reported high and low prices for the Common Stock on the New York
Stock Exchange on August 11, 1997, 1997.
</TABLE>
<PAGE>
The contents of the registration statement identified by file number 33-39747
and 333-00969, are hereby incorporated by reference.
ITEM 8. EXHIBITS
See Index to Exhibits
2
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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 Sunnyvale, California, on this 14th day of August, 1997.
ADVANCED MICRO DEVICES, INC.
/s/ Marvin D. Burkett
By __________________________________
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.
3
<PAGE>
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
--------- ----- ----
/s/ W.J. Sanders III
- --------------------------- Chairman of the Board and Chief August 14, 1997
W.J. Sanders III Executive Officer (Principal
Executive Officer)
/s/ Richard Previte
- --------------------------- Director, President and Chief August 14, 1997
Richard Previte Operating Officer
/s/ S. Atiq Raza
- --------------------------- Director, Vice President August 14, 1997
S. Atiq Raza and Chief Technical Officer
/s/ Friedrich Baur
- --------------------------- Director August 14, 1997
Friedrich Baur
/s/ Charles M. Blalack
- --------------------------- Director August 14, 1997
Charles M. Blalack
/s/ R. Gene Brown
- --------------------------- Director August 14, 1997
R. Gene Brown
/s/ Joe L. Roby
- --------------------------- Director August 14, 1997
Joe L. Roby
/s/ Leonard Silverman
- --------------------------- Director August 14, 1997
Leonard Silverman
/s/ Marvin D. Burkett
- --------------------------- Senior Vice President, Chief August 14, 1997
Marvin D. Burkett Financial and Administrative
Officer and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
4
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit
No. Exhibit Name
- ------- ------------
<S> <C>
5 Opinion of Counsel; Bronson, Bronson & McKinnon
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (See Exhibit 5)
24 Power of Attorney (see signature pages)
99.1 Advanced Micro Devices, Inc. 1991 Stock Purchase Plan, filed as an
appendix to the Company's Definitive Proxy Statement filed with the
Securities and Exchange Commission on March 20, 1997, is hereby
incorporated by reference.
</TABLE>
5
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EXHIBIT 5
[LETTERHEAD OF BRONSON, BRONSON & MCKINNON LLP APPEARS HERE]
August 15, 1997
Board of Directors
Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, California 94088
Re: Advanced Micro Devices, Inc. 1991 Stock Purchase Plan
-----------------------------------------------------
Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by
Advanced Micro Devices, Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to 1,500,000
shares of the Company's common stock, $.01 par value ("Common Stock"),
issuable under the Company's 1991 Stock Purchase Plan (the "AMD SPP"). As
counsel to the Company, we have examined such questions of law and such
corporate records and other documents as we have considered necessary or
appropriate for the purposes of this opinion. On the basis of the foregoing,
we advise you that in our opinion the shares of Common Stock issuable under
the AMD SPP have been duly and validly authorized and, when issued and sold in
the manner contemplated by the AMD SPP, will be validly issued, fully paid,
and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bronson, Bronson & McKinnon LLP
------------------------------------
Bronson, Bronson & McKinnon LLP
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Advanced Micro Devices, Inc. 1991 Stock Purchase
Plan of our reports dated January 9, 1997, 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 29,
1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
August 13, 1997
