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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Advanced Micro Devices, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ADVANCED MICRO DEVICES, INC.
One AMD Place
P.O. Box 3453
Sunnyvale, California 94088-3453
, 2000
To Our Stockholders:
We have mailed to you our proxy statement relating to our Annual Meeting of
Stockholders at the St. Regis Hotel, 2 East 55th Street, New York, New York
10022, which was held on Thursday, April 27, 2000 at 10:00 a.m., local time.
After the business discussed in the proxy statement was conducted, the
meeting was adjourned to 10:00 a.m., local time, on Thursday, May 25, 2000, at
One AMD Place, Sunnyvale, California 94088-3453 for the purpose of considering
and voting upon a proposal adopted by our board of directors to amend our
Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 250,000,000 to 750,000,000 shares. The amendment
would provide the board of directors increased flexibility to issue shares for
various corporate purposes. In particular, in light of the significant rise in
the market price of our Common Stock, a number of individual investors are not
able to purchase round lots of our stock in the market. The amendment would
provide the board of directors with the ability to effect a stock split in the
form of a stock dividend, an action that would be significantly constrained
under our present Restated Certificate of Incorporation. However, our board of
directors has no present arrangements, agreements or plans to issue any of the
proposed additional authorized shares of Common Stock.
We are supplementing our proxy statement to provide you with additional
information regarding this proposal. The enclosed supplementary information is
important and we encourage you to give it your careful consideration.
In addition to the supplementary information, we are enclosing another proxy
card. Our stockholders of record at the close of business on February 28, 2000
are entitled to vote at the reconvened meeting and any adjournment or
postponement thereof. Since the majority of our outstanding shares must be
represented at the reconvened meeting to constitute a quorum, all stockholders
are urged either to attend the reconvened meeting or to vote by proxy.
Whether or not you expect to attend the reconvened meeting in person, please
complete, date, sign and promptly return the accompanying proxy card in the
enclosed postage-prepaid envelope.
By Order of the Board of Directors,
Thomas M. McCoy
Secretary
Sunnyvale, California
, 2000
If you have any questions or need assistance completing your proxy card,
please call:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
call toll-free (800) 322-2855
YOUR VOTE IS IMPORTANT.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE URGE YOU TO COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED. RETURNING YOUR PROXY CARD WILL ENSURE THAT YOUR VOTE IS
COUNTED IF YOU LATER DECIDE NOT TO ATTEND THE MEETING.
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ADVANCED MICRO DEVICES, INC.
One AMD Place
P.O. Box 3453
Sunnyvale, California 94088-3453
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SUPPLEMENT TO
PROXY STATEMENT DATED MARCH 21, 2000
RELATING TO
RECONVENED MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
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GENERAL INFORMATION
We hereby supplement our proxy statement dated March 21, 2000 furnished to
our stockholders in connection with our Annual Meeting of Stockholders held on
Thursday, April 27, 2000 at 10:00 a.m., local time, at the St. Regis Hotel, 2
East 55th Street, New York, New York 10022.
This supplement should be read in conjunction with the proxy statement. All
capitalized terms used but not defined in this supplement have the meanings
given to them in the proxy statement. If you need another copy of the proxy
statement, please contact Thomas M. McCoy, Secretary, at the address appearing
at the top of this supplement.
This supplement is first being mailed to stockholders on or about May 8,
2000.
INFORMATION REGARDING THE ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting was convened on the date and time, and at the location,
specified under "GENERAL INFORMATION" above. However, before the Annual
Meeting but after the mailing of the proxy statement, our board of directors
adopted a proposal to amend our Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 250,000,000 to
750,000,000 shares. In order to give stockholders an opportunity to consider
that proposal and evaluate the information contained in this supplement, the
meeting was adjourned until 10:00 a.m., local time, on Thursday, May 25, 2000,
at One AMD Place, Sunnyvale, California 94088-3453.
The date for determining the stockholders of record of our common shares who
will be entitled to vote at the reconvened meeting on May 25, 2000 and any
further adjournments or postponements remains the close of business on
February 28, 2000.
Stockholders who are entitled to vote at the reconvened meeting can use the
enclosed proxy card. You can vote by proxy or in person at the reconvened
meeting on May 25, 2000. If you return your signed proxy card before the
reconvened meeting, the proxy holders will vote your shares as you direct. If
you return your proxy card and do not specify on the card how you want your
shares voted, the proxy holders will vote them "FOR" the proposal to amend our
Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 250,000,000 to 750,000,000 shares. Your failure to
return a proxy card will have the same effect as a vote against the proposal.
We have retained MacKenzie Partners, Inc. to assist us in the proxy
solicitation and will pay their fees and expenses. In addition, we may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may also be solicited by certain of our directors,
officers or regular employees, without additional compensation, personally or
by telephone.
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PROPOSAL: AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
250 MILLION TO 750 MILLION
Presently, our authorized capital stock consists of 250,000,000 shares of
Common Stock, par value $0.01 per share, and 1,000,000 shares of Preferred
Stock, par value $0.10 per share. As of February 28, 2000, the Company had
outstanding approximately 152,006,873 shares of Common Stock and no shares of
Preferred Stock.
In April 2000, our board of directors authorized an amendment to paragraph 4
of our Restated Certificate of Incorporation to increase the authorized number
of shares of Common Stock from 250,000,000 to 750,000,000 shares, subject to
stockholder approval of the amendment. The text of paragraph 4 as so amended
is set forth in Appendix A to this supplement.
Under the proposed amendment, the number of authorized shares of Common
Stock would be increased from 250,000,000 to 750,000,000 shares, which would
leave us with 597,993,127 shares of Common Stock authorized and unissued.
The amendment would provide the board of directors increased flexibility to
issue shares for various corporate purposes. In particular, in light of the
significant rise in the market price of our Common Stock, a number of
individual investors are not able to purchase round lots of our stock in the
market. The amendment would provide the board of directors with the ability to
effect a stock split in the form of a stock dividend, an action that would be
significantly constrained under our present Restated Certificate of
Incorporation.
The amendment would also provide us with the ability to issue Common Stock
for a variety of other corporate purposes. These include issuances in
connection with the acquisition of a business, to raise cash to expand our
business and for equity incentive plans for our employees. The proposed
increase in the number of shares of Common Stock will not change the number of
shares of stock outstanding or the rights of the holders of such stock.
Stockholders do not have preemptive rights to acquire the Common Stock
authorized by this amendment.
Although our board of directors believes that it is in the best interests of
the stockholders for the board of directors to have the flexibility to issue
additional shares of Common Stock in any or all of the above circumstances,
the issuance of additional shares of Common Stock could, in certain instances,
discourage an attempt by another person or entity to acquire control of us.
The issuance of additional Common Stock, whether or not in connection with a
contest for control, would, in most instances, dilute the voting power of each
stockholder, and may dilute earnings and book value on a per share basis.
Our board of directors has no present arrangements, agreements or plans to
issue any of the proposed additional authorized shares of Common Stock.
VOTE AND RECOMMENDATION
Approval of the amendment to our Restated Certificate of Incorporation to
increase the authorized number of shares of Common Stock from 250,000,000 to
750,000,000 shares will require the affirmative vote of the holders of a
majority of the shares of the Common Stock represented and voting in person or
by proxy at the reconvened meeting, assuming a quorum is present. Abstentions
as to this Proposal will be treated as votes against this Proposal. Broker
non-votes, however, will be treated as unvoted for purposes of determining
approval of this Proposal and will not be counted as votes for or against this
Proposal. Properly executed, unrevoked proxies will be voted FOR this Proposal
unless a vote against this Proposal or abstention is specifically indicated in
the proxy.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND OUR
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK. UNLESS A CONTRARY CHOICE IS SPECIFIED, PROXIES
SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED FOR APPROVAL OF THE
AMENDMENT.
OTHER MATTERS
As of the date of this supplement, our board of directors does not know of
any other matters to be submitted to the reconvened meeting. As to any other
business that may come before the reconvened meeting, we intend that the
person or persons voting your proxy will vote your proxy in accordance with
their judgment.
Regardless of whether you plan to attend the meeting, it is important that
your shares be voted. Accordingly, we ask that you either vote by telephone or
by the Internet or sign and return your proxy card as soon as possible in the
envelope provided.
4
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Appendix A
RESTATED CERTIFICATE OF INCORPORATION
OF
ADVANCED MICRO DEVICES, INC.
Paragraph 4
FOURTH. The total number of shares of stock which the corporation shall have
authority to issue is Seven Hundred Fifty One Million (751,000,000) of which
Seven Hundred Fifty Million (750,000,000) shares shall be Common Stock of the
par value of One Cent ($0.01) per share and One Million (1,000,000) shares
shall be Serial Preferred Stock of the par value of Ten Cents ($0.10) per
share.
5
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PROXY
ADVANCED MICRO DEVICES, INC.
Reconvened Meeting of Stockholders--May 25, 2000
This Proxy is solicited on behalf of the Board of Directors
The undersigned appoints W.J. SANDERS III and THOMAS M. MCCOY and each of
them as proxies for the undersigned, with full power of substitution to
represent and to vote all the stock of the undersigned on the following matters
as described in the accompanying supplemental proxy materials, receipt of which
is hereby acknowledged, and according to their discretion on all other matters
that may be properly presented for action at the reconvened meeting of
stockholders of Advanced Micro Devices, Inc. to be held on Thursday, May 25,
2000, at 10:00 a.m., local time, and at any adjournment(s) or postponement(s)
thereof. If properly executed, this proxy shall be voted in accordance with the
instructions given. To the extent no directions are given on the proposal, the
proxyholders will vote FOR the proposal to amend the Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
250,000,000 to 750,000,000 shares, and in the discretion of the proxyholders on
other matters which may properly be presented at the meeting. The undersigned
may revoke this proxy at any time prior to its exercise or may attend the
meeting and vote in person.
SEE REVERSE SIDE--CONTINUED AND TO BE SIGNED ON REVERSE SIDE--SEE REVERSE SIDE
YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY.
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[X] Please mark as in this example
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL TO AMEND
THE RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK FROM 250,000,000 TO 750,000,000 SHARES.
The board of directors recommends a vote FOR Item 1.
FOR AGAINST ABSTAIN
1. Amendment to the Restated Certificate [___] [___] [___]
of Incorporation to increase the number of
authorized shares of Common Stock from
250,000,000 to 750,000,000 shares.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [___]
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
POSTAGE PRE-PAID ENVELOPE.
Please sign exactly as the name or names appear in this proxy. If the stock is
issued in the name of two or more persons, all of them should sign the proxy. A
proxy executed by a corporation should be signed in its name by an authorized
officer. Executors, administrators and trustees so indicate when signing.
Signature: _______ Date: ______ Signature: _______ Date: _______
[DETACH HERE]
[LETTERHEAD OF AMD]
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[Vote by Telephone] [Vote by Internet]
It's fast, convenient, and immediate! It's fast, convenient, and your vote
Call Toll-Free on a Touch-Tone Phone is immediately confirmed and posted.
(1-877-779-8683).
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Supplemental 1. Read the accompanying Supplemental
Proxy Materials and Proxy Card. Proxy Materials and Proxy Card.
2. Call the toll-free number 2. Go to the Website http://www.eproxyvote.com/amd
1-877-PRX-VOTE (1-877-779-8683). -----------------------------
For stockholders residing outside the 3. Enter your 14-digit Voter Control Number located
United States call collect on a touch on your Proxy Card above your name.
tone phone 1-201-536-8073.
3. Enter your 14-digit Voter Control Number 4. Follow the instructions provided.
located on your Proxy Card above your name.
4. Follow the recorded instructions.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/amd anytime!
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Do not return your Proxy Card if you are voting by Telephone or Internet.
