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As filed with the Securities and Exchange Commission on: June 23, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
ADVANCED MICRO DEVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-1692300
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One AMD Place, Sunnyvale, California 94088-3453
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(Address of principal executive offices) (Zip Code)
Advanced Micro Devices, Inc. 1996 Stock Incentive Plan
Advanced Micro Devices, Inc. 2000 Employee Stock Purchase Plan
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(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
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered(1) be Registered(2) Price per Share(3) Offering Price(3) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 7,500,000 $82.88 $621,600,000 $164,102
==================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Advanced Micro Devices, Inc.
2000 Employee Stock Purchase Plan.
(2) This registration statement shall also cover any additional shares of Common
Stock which become issuable under the Advanced Micro Devices, Inc. 1996
Stock Incentive Plan or the Advanced Micro Devices, Inc. 2000 Employee Stock
Purchase Plan by reason of any stock dividend, stock spilt, recapitalization
or other similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of outstanding
shares of the Registrant's Common Stock.
(3) 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 June 16, 2000.
Proposed sale to take place as soon after the effective date of the registration
statement as options granted under the Plans are exercised.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the SEC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents, which were filed with the SEC, are incorporated
herein by reference:
(a) Our Annual Report on Form 10-K for the fiscal year ended December
26, 1999, including information specifically incorporated by
reference into our Form 10-K from our Proxy Statement for our 2000
Annual Meeting of Stockholders, filed with the SEC on March 21,
2000;
(b) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
April 2, 2000, filed with the SEC on May 17, 2000;
(c) Our Current Reports on Form 8-K filed with the SEC on January 27,
2000, February 17, 2000, April 5, 2000, April 18, 2000, April 21,
2000 and May 24, 2000; and
(d) The description of the common stock, par value $.01 per share,
contained in our registration statement on Form 8-A, filed with the
SEC on September 14, 1979, including any subsequently filed
amendments and reports updating such description.
In addition, all documents which we file pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this registration statement
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained in this registration statement, or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference in this registration statement, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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We are a Delaware corporation. Subsection (b)(7) of Section 102 of the
Delaware General Corporation Law (the "DGCL"), enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of the director's fiduciary duty,
except (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the DGCL (providing for liability of directors for unlawful
payment
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of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which the director derived an improper personal benefit.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any present or former director, officer, employee or agent of the
corporation, or any individual serving at the corporation's request as a
director, officer, employee or agent of another organization, who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding provided that such director, officer, employee
or agent acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided further that such director, officer,
employee or agent had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
present or former director, officer, employee or agent who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit provided that such director, officer, employee or agent acted in
good faith and in a manner reasonably believed to be in, or not opposed to, the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such director, officer,
employee or agent shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of the
case, such director or officer is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem
proper.
Section 145 further provides that to the extent a director, officer,
employee or agent has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification and advancement of expenses provided
for, by, or granted pursuant to, Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and empowers
the corporation to purchase and maintain insurance on behalf of a present or
former director, officer, employee or agent of the corporation, or any
individual serving at the corporation's request as a director, officer or
employee of another organization, against any liability asserted against him or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Article 8 of our certificate of incorporation, as amended, provides for the
elimination of liability of our directors to the extent permitted by Section
102(b)(7) of the DGCL. Article VIII of our By-Laws, as amended, provides for
indemnification of our directors or officers or those individuals serving at our
request as a director or officer of another organization, to the extent
permitted by Delaware law. In addition, we are bound by agreements with certain
of our directors and officers which obligate us to indemnify such persons in
various circumstances. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by one of our directors, officers
or controlling persons in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
We have in effect a directors and officers liability insurance policy
indemnifying our directors and officers and the directors and officers of our
subsidiaries within a specific limit for certain liabilities incurred by them,
including liabilities under the Securities Act. We pay the entire premium of
this policy.
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We have entered into separate indemnification agreements with each of
our directors and officers. These agreements require us, among other things, to
indemnify such director or officer against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such individual in connection with any action, suit or proceeding arising out
of such individual's status or service as one of our directors or officers,
provided that such individual acted in good faith and in a manner he reasonably
believed to be in or not opposed to our best interests and, in the case of a
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful, and to advance expenses incurred by such individual in connection with
any proceeding against such individual with respect to which such individual may
be entitled to indemnification by us.
We believe that our certificate of incorporation and bylaw provisions,
our directors and officers liability insurance policy and our indemnification
agreements are necessary to attract and retain qualified persons to serve as our
directors and officers.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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See Index to Exhibits on page 8.
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
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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 22nd day of June, 2000.
ADVANCED MICRO DEVICES, INC.
By: /s/ Francis P. Barton
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Francis P. Barton
Senior Vice President, Chief Financial Officer
6
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Power of Attorney
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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.
Signature Title Date
--------- ----- ----
/s/ W. J. Sanders III Chairman of the Board and Chief June 8, 2000
---------------------- Executive Officer (Principal
W. J. Sanders III Executive Officer)
/s/ Francis P. Barton Senior Vice President, Chief June 13, 2000
---------------------- Financial Officer
Francis P. Barton (Principal Financial and Accounting
Officer)
/s/ Friedrich Baur Director June 7, 2000
----------------------
Friedrich Baur
/s/ Charles M. Blalack Director June 8, 2000
----------------------
Charles M. Blalack
/s/ R. Gene Brown Director June 8, 2000
----------------------
R. Gene Brown
/s/ Robert Palmer Director June 9, 2000
----------------------
Robert Palmer
/s/ Joe L. Roby Director June 13, 2000
----------------------
Joe L. Roby
/s/ Hector de J. Ruiz Director, President and Chief June 12, 2000
---------------------- Operating Officer
Hector de J. Ruiz
/s/ Leonard Silverman Director June 8, 2000
----------------------
Leonard Silverman
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EXHIBIT INDEX
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Exhibit
No. Exhibit Name
--- ------------
5.1 Opinion of Latham & Watkins
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Latham & Watkins (See Exhibit 5.1)
24.1 Power of Attorney (see signature pages)
99.1 Advanced Micro Devices, Inc. 1996 Stock Incentive Plan
99.2 Advanced Micro Devices, Inc. 2000 Employee Stock Purchase Plan
8
