<PAGE>
As filed with the Securities and Exchange Commission on: April 30, 1999
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 plan)
THOMAS M. MCCOY
SENIOR 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 2,000,000 $16.50/1/ $33,000,000.00 $9,174.00
============================================================================================================================
</TABLE>
/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 April 29, 1999.
<PAGE>
The contents of the registration statements identified by the file numbers 33-
39747, 333-00969 and 333-33855 are hereby incorporated by reference herein.
ITEM 8. EXHIBITS
Exhibit
No. Exhibit Name
- ---- ------------
5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
99.1 Advanced Micro Devices, Inc. 1991 Stock Purchase Plan.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Sunnyvale, California, on this 29th day of April, 1999.
ADVANCED MICRO DEVICES, INC.
By /s/ Francis P. Barton
--------------------------------------------------
Francis P. Barton
Senior Vice President, Chief Financial Officer
3
<PAGE>
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints W. J. Sanders III and Francis P. Barton, 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 Board and April 29, 1999
______________________________
W. J. Sanders III Chief Executive Officer
(Principal Executive Officer)
/s/ Friedrich Baur Director April 29, 1999
______________________________
Friedrich Baur
/s/ Charles M. Blalack Director April 29, 1999
______________________________
Charles M. Blalack
/s/ R. Gene Brown Director April 29, 1999
______________________________
R. Gene Brown
/s/ Robert B. Palmer Director April 29, 1999
______________________________
Robert B. Palmer
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard Previte Director, Vice Chairman April 29, 1999
______________________________
Richard Previte
/s/ S. Atiq Raza Director, President, Chief April 29, 1999
______________________________ Operating Officer and Chief
S. Atiq Raza Technical Officer
/s/ Joe L. Roby Director April 29, 1999
______________________________
Joe L. Roby
/s/ Leonard Silverman Director April 29, 1999
______________________________
Leonard Silverman
</TABLE>
5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Exhibit Name
- ------- ------------
5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
99.1 Advanced Micro Devices, Inc. 1991 Stock Purchase Plan.
6
<PAGE>
EXHIBIT 5.1
April 30, 1999
Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, California 94086
Re: Advanced Micro Devices, Inc.
2,000,000 shares of Common Stock, par value $0.01 per share
-----------------------------------------------------------
Ladies & Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 2,000,000 shares (the "Shares") of common stock,
------
par value $0.01 per share, of Advanced Micro Devices, Inc. (the "Company")
-------
issuable under the Advanced Micro Devices, Inc. 1991 Stock Purchase Plan (the
"Plan"), by the Company on Form S-8 filed with the Securities and Exchange
- -----
Commission on April 30, 1999 (the "Registration Statement"), you have requested
----------------------
our opinion with respect to the matters set forth below.
In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares.
In addition, we have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and
instruments as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of any
other laws, or as to any matters of municipal law or the laws of any other local
agencies within the State of Delaware.
Subject to the foregoing, it is our opinion that the Shares to be
issued under the Plan have been duly authorized, and upon the issuance and
delivery of the Shares, in the manner contemplated by the Plan, and assuming the
Company completes all actions and proceedings required on its part to be taken
prior to the issuance and delivery of the Shares pursuant to the terms of the
Plan, including, without limitation, collection of required payment for the
Shares, the Shares will be validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
<PAGE>
EXHBIT 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 1991 Stock Purchase Plan of Advanced Micro Devices, Inc.
of our report dated January 12, 1999, except for the third paragraph of Note 14,
as to which the date is March 12, 1999, 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 27, 1998 and the
related financial statement schedule included therein, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
April 26, 1999
<PAGE>
EXHIBIT 99.1
1991 STOCK PURCHASE PLAN
The following constitutes the provisions of the Advanced Micro Devices,
Inc. 1991 Stock Purchase Plan (herein called the "Plan"). As used herein the
terms "Corporation" and "AMD" refer to Advanced Micro Devices, Inc. and, where
appropriate, any Participating Subsidiary of Advanced Micro Devices, Inc.
1. Purpose. The purpose of the Plan is to foster continued cordial
-------
employee relations by providing employees of the Corporation and Participating
Subsidiaries with an opportunity to purchase Common Stock of the Corporation
through payroll deductions. It is the intention of the Corporation that the
Plan qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the
Plan shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code and the regulations
promulgated thereunder.
2. Definitions.
-----------
(a) "Board" means the Board of Directors of the Corporation.
(b) "Business Day" means a day on which AMD Common Stock is publicly
traded.
(c) "Committee" means the committee designated by the Board to
administer this Plan.
(d) "Compensation" means salaries, overtime, shift differential and
lead pay. Bonuses, special awards, sales commissions, cash profit sharing,
income attributable to the exercise of a compensatory stock option or warrant
and reimbursements and allowances are excluded.
(e) "Employee" means any person, including an officer, customarily
employed for at least twenty (20) hours per week and more than five (5) months
in a calendar year by the Corporation or its Participating Subsidiaries.
(f) "Participating Subsidiary" means any subsidiary (determined by
reference to Section 425 of the Code) designated by the Board to be a
participating subsidiary.
(g) "Offering Period" shall have meaning assigned by paragraph 4.
(h) "Option Grant Date" means the first Business Day of each Offering
Period of the Plan.
<PAGE>
(i) "Purchase Date" means the last Business Day of each Offering
Period of the Plan.
3. Eligibility. Any Employee who shall be employed by the Corporation or
-----------
its Participating Subsidiaries on the first day of an Offering Period, shall be
eligible to participate in such Offering Period under the Plan, subject to the
requirements of paragraph 5 and the limitations imposed by Section 423(b) of the
Code.
4. Offering period. Absent action by the Board, each Offering Period
---------------
shall extend for three calendar months commencing on the first Business Day on
or after February 1, May 1, August 1 and November 1 of each year and ending on
the last Business Day of the third month. The initial Offering Period under
this plan shall be a four-month period commencing on April 1, 1991 and ending on
July 31, 1991.
5. Participation.
-------------
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deduction on the form
provided by the Corporation and filing it with the designated Corporation office
not later than the 15th day of the month prior to a new Offering Period;
provided that participants who go on a leave of absence are subject to the
special rules set forth in paragraph 10(c) hereof; and provided further that an
Employee who commences employment in the month prior to a new Offering Period
may complete a subscription agreement on the date he commences employment. An
Employee who becomes eligible to participate in the Plan after an Option Grant
Date may not participate until the next Offering Period.
(b) Payroll deductions for a participant shall commence with the first
payroll following the Option Grant Date and shall end with the Purchase Date of
the offering, unless sooner terminated by the participant as provided in
paragraph 10, or by the Corporation.
6. Payroll Deductions.
------------------
(a) At the time a participant files his subscription agreement, he
shall elect to have payroll deductions made on each payday during the Offering
Period at a rate not exceeding ten percent (10%) of the Compensation which he
would otherwise receive on such payday, provided that the aggregate of such
payroll deductions during the Offering Period shall not exceed ten percent (10%)
of the aggregate compensation which he would otherwise have received during said
Offering Period. The Committee shall determine whether the amount to be
deducted from each paycheck is to be designated as a specific dollar amount, or
as a percentage of the eligible Compensation being paid on such pay day, or as
either, and may also establish a minimum percentage or amount for such payroll
deductions.
<PAGE>
(b) All payroll deductions authorized by a participant shall be
credited to his account under the Plan. A participant may not make any
additional payments into such account.
(c) A participant may discontinue his participation in the Plan as
provided in paragraph 10, and may decrease or increase the rate of his payroll
deductions a maximum of once during the Offering Period by completing and filing
with the Corporation a new authorization for payroll deduction. The change in
rate shall become effective no later than fifteen (15) days after the
Corporation's receipt of the new authorization.
7. Grant of Option
---------------
(a) On each Option Grant Date, each participant in the Plan shall be
granted an option to purchase (at the per share option price) the number of
shares of the Corporation's Common Stock determined by dividing: (i) thirty
percent (30%) of the participant's Pay by (ii) eighty-five percent (85%) of the
fair market value of a share of the Corporation's Common Stock on such Option
Grant Date; but in no event shall such number be greater than the amount
permitted under Section 7(b) of this Plan. Fair market value of a share of the
Corporation's Common Stock shall be determined as provided in Section 7(c)
herein. In calculating under this section the number of shares subject to
option for the next Offering Period, and for purposes of calculating the
foregoing limit, Pay for a current Offering Period shall mean: (1) Five Hundred
Seventy (570) times the sum of (a) the participant's hourly wage rate in effect
on the first day of the current Offering Period plus (b) the Participant's
average hourly overtime for the preceding Offering Period; plus (2) the amount
of Compensation deferred from a prior Offering Period and which will be paid to
the participant during the current Offering Period.
(b) Exceptions. Any provisions of the Plan to the contrary
----------
notwithstanding, any option granted to an Employee shall be limited so that:
(i) immediately after the grant, such employee would not own
stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Corporation or of
any subsidiary of the Corporation (including stock which the employee
may purchase under outstanding options and stock, the ownership of
which is attributed to the employee under Section 424 (d) of the
Code), and
(ii) the Employee's rights to purchase shares under all employee
stock purchase plans of the Corporation and its subsidiaries shall not
accrue (i.e., become exercisable) at a rate which exceeds twenty-five
thousand dollars ($25,000) of fair market value of such shares
(determined at the time such option is granted) for each calendar year
in which such option is outstanding at any time.
(c) The option price per share of such shares shall be the lower of:
(i) 85% of the fair market value of a share of the Corporation's Common Stock at
the
<PAGE>
Option Grant Date; or (ii) 85% of the fair market value of a share of the
Corporation's Common Stock at the Purchase Date. The fair market value of the
Corporation's Common Stock on said dates shall be the closing price on the New
York Stock Exchange for such date, or if no sale is made on such date, the
corresponding closing price on the first preceding date on which the
Corporation's Common Stock was sold.
(d) Any excess contributions remaining in the Employee's account after
the purchase of the shares on the Purchase Date will be returned to the
employee, or may be credited against future payroll deductions.
8. Exercise of Option. Unless a participant withdraws from the Plan as
------------------
provided in paragraph 10, his option for the purchase of shares will be
exercised automatically for the number of whole shares which the accumulated
payroll deductions in his account could purchase at the applicable option price
on the Purchase Date. During his lifetime, a participant's option to purchase
shares hereunder is exercisable only by him. Options granted with respect to
the initial Offering Period of April 1, 1991 through July 31, 1991 shall not be
exercisable unless stockholders approve this Plan prior to February 12, 1992.
9. Delivery. As promptly as practicable after the Purchase Date of each
--------
offering, the Corporation shall arrange the delivery to each participant, as
appropriate, of a certificate representing the number of whole shares purchased
on exercise of his option.
10. Withdrawal; Termination of Employment.
-------------------------------------
(a) A participant may withdraw all, but not less than all, the payroll
deductions credited to his account under the Plan at any time prior to the
Purchase Date by giving written notice to the Corporation on a form provided for
such purpose. All of the participant's payroll deductions credited to his
account will be paid to him promptly after receipt of his notice of withdrawal,
his option for the current period will be automatically cancelled, and no
further payroll deductions for the purchase of shares will be made during the
Offering Period.
(b) Upon termination of the participant's employment for any reason,
including retirement, permanent disability or death, the payroll deductions
credited to his account will be returned to him or, in the case of his death, to
the person or persons entitled thereto under paragraph 14, and his option will
be automatically cancelled.
(c) In the event an Employee fails to remain in the continuous employ
of the Corporation or its subsidiaries for customarily at least twenty (20)
hours per week during an Offering Period, he will be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to his account will
be returned to him and his option cancelled; provided that a participant who
goes on an unpaid leave of absence shall be permitted to remain in the Plan with
respect to an Offering Period which commenced prior to the beginning of such
leave of absence. If such participant is not guaranteed reemployment by
contract or statute and the leave of absence extends beyond 90 days,
<PAGE>
such participant shall be deemed to have terminated employment on the 91st day
of such leave of absence. Payroll deductions for a participant who has been on
an unpaid leave of absence will resume at the same rate as in effect prior to
such leave upon return to work unless changed by such participant or unless the
participant has been on an unpaid leave of absence either throughout an entire
Offering Period or for more than ninety (90) days, in which cases the
participant shall not be permitted to re-enter the Plan until a subscription
agreement is filed with respect to a subsequent Offering Period which commences
after such participant has returned to work from the unpaid leave of absence.
(d) A participant's withdrawal from an offering will not have any
effect upon his eligibility to participate in a succeeding offering or in any
similar plan which may hereafter be adopted by the Corporation.
(e) Any other provision of the Plan notwithstanding, an Employee who
is subject to Section 16 of the Securities Exchange Act of 1934 shall not resume
contributions under the Plan for a period of at least six months after
discontinuing his or her contributions. This subsection (e) shall be applicable
only to the extent required by Rule 16b-3 (or its successor) under the
Securities Exchange Act of 1934.
11. No Interest. No interest shall accrue on the payroll deductions of a
-----------
participant in the Plan.
12. Stock.
-----
(a) The maximum number of shares of the Corporation's Common Stock
which may be sold pursuant to options exercised under the Plan shall be
7,100,000 shares, subject to adjustment upon changes in capitalization of the
Corporation as provided in paragraph 18. The shares to be sold to participants
in the Plan may be, at the election of the Corporation, either treasury shares
or shares authorized but unissued. In addition, the officers of the Corporation
are authorized to acquire shares of the Corporation's Common Stock in the open
market for resale under this Plan. If the total number of shares which would
otherwise be subject to options granted pursuant to paragraph 7(a) hereof at the
Option Grant Date exceeds the number of shares then available under the Plan
(after deduction of all shares for which options have been exercised or are then
outstanding), the Corporation shall make a pro rata allocation of the shares
remaining available for option grant in as uniform and equitable a manner as is
practicable. In such event, the Corporation may reduce the rate of payroll
deductions as appropriate.
(b) The participant will have no interest or voting right in shares
covered by his option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant.
<PAGE>
13. Administration.
--------------
(a) The Plan shall be administered by the Board or a committee
appointed by the Board (the "Committee"). The Board may from time to time
remove members from or add members to the Committee. Vacancies on the
Committee, however caused, shall be filled by the Board. Acts taken or approved
by a majority of the Committee at which a quorum is present, or acts approved in
writing by all members of the Committee, shall be the valid acts of the
Committee. The Plan shall be administered in a manner that assures all
participants the same rights and privileges.
(b) The administration, interpretation or application of the Plan by
the Board or its Committee shall be final, conclusive and binding upon all
participants. Members of the Board or its Committee who are eligible Employees
are permitted to participate in the Plan.
(c) No member of the Board or its Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted under it. In addition to such other rights of indemnification as
they may have as directors or as members of the Committee, the members of the
Committee shall be indemnified by the Corporation against the reasonable
expenses, including attorney's fees actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the Plan or
any option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Corporation) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for negligence or misconduct in the performance of
his duties; provided that within sixty (60) days after institution of any such
action, suit or proceeding the Committee member seeking indemnification shall in
writing offer the Corporation the opportunity, as its own expense, to handle and
defend the same.
(d) All costs and expenses incurred in administering the Plan shall be
paid by the Corporation. The Board or the Committee, if any is appointed, may
request advice or assistance or employ such other persons as are necessary for
proper administration of the Plan.
<PAGE>
14. Designation of Beneficiary.
--------------------------
(a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to the Purchase
Date but prior to delivery to him of such shares and cash. In addition, a
participant may file a written designation of a beneficiary who is to receive
any cash from the participant's account under the Plan in the event of such
participant's death prior to the Purchase Date.
(b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant in
the absence of a valid designation of a beneficiary who is living at the time of
such participant's death, the Corporation shall deliver such shares and/or cash
in accordance with the participant's designation of beneficiaries under the
Advanced Micro Devices Deferred Profit Sharing Plan; or, in the absence of such
designation, to the executor or administrator of the estate of the participant;
or if no such executor or administrator has been appointed (to the knowledge of
the Corporation), the Corporation, in its discretion, may deliver such shares
and/or cash to the spouse or to any one or more dependents or relatives of the
participant; or if no spouse, dependent or relative is known to the Corporation,
then to such other person as the Corporation may designate.
15. Transferability. Neither payroll deduction credited to a
---------------
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in paragraph 14 hereof) by the participant. Any
such attempt at assignment, transfer, pledge or other disposition, shall be void
and without effect, except that the Corporation may treat such act as an
election to withdraw funds in accordance with paragraph 10.
16. Use of Funds. All payroll deductions received or held by the
------------
Corporation under the Plan may be used by the Corporation for any corporate
purpose, and the Corporation shall not be obligated to segregate such payroll
deductions.
17. Statements. Statements of account will be given to participating
----------
employees promptly following each Purchase Date, which statements will set forth
the amounts of payroll deductions, the per share purchase price, the number of
shares purchased and any excess contributions.
18. Changes in Capitalization. In the event of any stock dividend, stock
-------------------------
split, spin-off, recapitalization, merger, consolidation, exchange of shares or
the like, the number of shares then subject to option and the number of
authorized shares remaining available to be sold shall be increased or decreased
appropriately, with such other adjustment as may be deemed necessary or
equitable by the Board.
19. Amendment. The Board of Directors may at any time amend the Plan. No
---------
such amendment may make any change in any option previously granted which
adversely
<PAGE>
affects the rights of any participant without such participant's consent. No
amendment for which shareholder approval is required shall be effective unless
such approval is obtained within the required time period. Whether stockholder
approval is required shall be determined by the Committee and consistent with
the rules of the Securities Exchange Commission Rule 16-b (or its successor),
the Code or the stock exchange(s) on which the Corporation's shares are listed,
as such rules are in effect at the time the plan amendment becomes effective.
20. Termination. The Board of Directors of Advanced Micro Devices, Inc.
-----------
may at any time terminate the Plan. No such termination will affect options
previously granted. Unless sooner terminated by the Board, this Plan shall
terminate February 1, 2001.
21. Notices. All notices or other communications by a participant to the
-------
Corporation in connection with the Plan shall be deemed to have been duly given
when received in the form specified by the Corporation at the location, or by
the person, designated by the Corporation for the receipt thereof.
22. Government and Other Regulations. The Plan, and the grant and
--------------------------------
exercise of the rights to purchase shares hereunder, and the Corporation's
obligation to sell and deliver shares upon the exercise of rights to purchase
shares, shall be subject to all applicable federal, state and foreign laws,
rules and regulations, and to such approvals by any regulatory or government
agency as may, in the opinion of counsel for the Corporation, be required. Any
amendments requiring stockholder approval shall take effect only subject to such
approval.
23. Applicable Law. The interpretation, performance and enforcement of
--------------
this Plan shall be governed by the laws of the State of California.
