<PAGE>
As filed with the Securities and Exchange Commission on September 7, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
ADVANCED MICRO DEVICES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware One AMD Place 94-1692300
(State or other jurisdiction of P.O. Box 3453 (I.R.S. Employer
Incorporation or organization) Sunnyvale, California 94088-3453 Identification Number)
(408) 732-2400
(Address and telephone number of Registrant's
principal executive offices)
Thomas M. McCoy, Esq.
Advanced Micro Devices, Inc.
One AMD Place
P.O. Box 3453
Sunnyvale, CA 94088-3453
(408) 732-2400
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
Christopher L. Kaufman, Esq.
Latham & Watkins
135 Commonwealth Drive
Menlo Park, California 94025
(415) 328-4600
---------------
</TABLE>
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Maximum Amount of
Title of Each Class of Aggregate Offering Registration
Securities to be Registered Price(1) (2) Fee
--------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities
Preferred Stock, $0.10 par value
Common Stock, $0.01 par value
Equity Warrants
Debt Warrants
Total $1,517,500,000 $400,620
================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee, which is
calculated in accordance with Rule 457(o).
(2) Not specified as to each class of securities to be registered hereunder
pursuant to General Instruction II(D) to Form S-3 under the Securities Act
of 1933.
---------------
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
---------------
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included
in this Registration Statement is a combined prospectus which relates to
Registration Statement 333-47243, as amended, previously filed by the registrant
on Form S-3. This Registration Statement also constitutes Post-Effective
Amendment No. 1 with respect to Registration Statement No. 333-47243, as
amended, pursuant to which $482,500,000 in securities remain to be issued; a
filing fee of $142,338.00 was previously paid with respect to such $482,500,000
aggregate offering price of securities under such prior Registration Statement.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED September 7, 2000
[AMD LOGO]
Advanced Micro Devices, Inc.
Debt Securities
Preferred Stock
Common Stock
Equity Warrants
Debt Warrants
We may from time to time sell up to $2,000,000,000 in the aggregate of:
. our secured or unsecured debt securities, in one or more series, which
may be either senior, senior subordinated or subordinated debt
securities;
. shares of our preferred stock, par value $0.10 per share, in one or more
series;
. shares of our common stock, par value $0.01 per share;
. warrants to purchase our preferred stock or our common stock;
. warrants to purchase our debt securities; or
. any combination of the foregoing.
We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and any prospectus supplement
carefully before you invest.
See "Risk Factors" beginning on page 3 for a discussion of material risks
that you should consider before you invest in our securities being sold with
this prospectus.
Our common stock is traded on the New York Stock Exchange under the symbol
"AMD."
--------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
We will sell these securities directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of these
methods. We reserve the sole right to accept, and together with our agents, from
time to time, to reject in whole or in part any proposed purchase of securities
to be made directly or through agents. If our agents or any dealers or
underwriters are involved in the sale of the securities, the applicable
prospectus supplement will set forth the names of the agents, dealers or
underwriters and any applicable commissions or discounts.
This prospectus may not be used to consummate sales of securities unless
accompanied by the applicable prospectus supplement.
The date of this prospectus is , 2000.
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We have not authorized any dealer, salesperson or other to give any
information or to make any representation other than those contained or
incorporated by reference in this prospectus and the accompanying prospectus
supplement. You must not rely upon any information or representation not
contained or incorporated by reference in this prospectus or the accompanying
prospectus supplement as if we had authorized it. This prospectus and the
accompanying prospectus supplement do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the registered
securities to which they relate, nor does this prospectus and the accompanying
prospectus supplement constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. You should not assume
that the information contained in this prospectus and the accompanying
prospectus supplement is correct on any date after their respective dates, even
though this prospectus or a prospectus supplement is delivered or securities are
sold on a later date.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates by reference forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 (the Securities Exchange
Act). Forward-looking statements, which are based on assumptions and describe
our future plans, strategies and expectations, are generally identifiable by
the use of the words "anticipate," "believe," "estimate," "expect," "intend,"
"project," or similar expressions. These forward-looking statements are
subject to risks, uncertainties and assumptions about us. Important factors
that could cause actual results to differ materially from the forward-looking
statements we make or incorporate by reference in this prospectus are set
forth in the documents incorporated by reference in this prospectus. If one or
more of these risks or uncertainties materialize, or if any underlying
assumptions prove incorrect, our actual results, performance or achievements
may vary materially from any future results, performance or achievements
expressed or implied by these forward-looking statements. All forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the cautionary statements in this paragraph. We
undertake no obligation to publicly update or revise any forward-looking
statements to reflect future events or developments.
AVAILABLE INFORMATION
We are subject to the information requirements of the Securities Exchange
Act (File No. 001-07882), and we therefore file periodic reports, proxy
statements and other information with the Securities and Exchange Commission
relating to our business, financial statements and other matters. The reports,
proxy statements and other information we file may be inspected and copied at
prescribed rates at the SEC's Public Reference Room at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and should be available for inspection and
copying at the SEC's regional offices located at 7 World Trade Center, Suite
1375, New York, New York 10048 and at 44 Montgomery Street, Suite 1100, San
Francisco, California 94104. You may obtain information on the operation of the
SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site that contains reports, proxy statements and other
information regarding issuers like us that file electronically with the SEC. The
address of the SEC's Internet site is http://www.sec.gov.
This prospectus constitutes part of a registration statement on Form S-3
filed under the Securities Act with respect to the securities. As permitted by
the SEC's rules, this prospectus omits some of the information, exhibits and
undertakings included in the registration statement. You may read and copy the
information omitted from this prospectus but contained in the registration
statement, as well as the periodic reports and other information we file with
the SEC, at the public reference facilities maintained by the SEC in Washington,
D.C., New York, New York and San Francisco, California.
Statements contained in this prospectus as to the contents of any contract
or other document are not necessarily complete, and in each instance we refer
you to the copy of the contract or document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference.
INCORPORATION BY REFERENCE
We have elected to "incorporate by reference" certain information into this
prospectus. By incorporating by reference, we can disclose important information
to you by referring you to another document we have filed separately with
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the SEC. The information incorporated by reference is deemed to be part of this
prospectus, except for information incorporated by reference that is superseded
by information contained in this prospectus. This prospectus incorporates by
reference the documents set forth below that we have previously filed with the
SEC:
. 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;
. Current Report on Form 8-K, filed with the SEC on January 27, 2000;
. Current Report on Form 8-K, filed with the SEC on February 17, 2000;
. Current Report on Form 8-K, filed with the SEC on April 5, 2000;
. Current Report on Form 8-K, filed with the SEC on April 18, 2000;
. Current Report on Form 8-K, filed with the SEC on April 21, 2000;
. Quarterly Report on Form 10-Q, filed with the SEC on May 17, 2000;
. Current Report on Form 8-K, filed with the SEC on May 24, 2000;
. Current Report on Form 8-K, filed with the SEC on July 31, 2000;
. Quarterly Report on Form 10-Q, filed with the SEC on August 16, 2000,
as amended by the Company's Amended Quarterly Report on Form 10-Q/A,
filed with the SEC on August 31, 2000;
. Current Report on Form 8-K, filed with the SEC on August 21, 2000; and
. the description of our common stock contained in our Registration
Statement on Form 8-A, filed with the SEC on September 14, 1979.
We are also incorporating by reference all other reports that we file with
the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act between the date of this prospectus and the termination of the offering.
This prospectus may not be used to consummate sales of offered securities
unless accompanied by a prospectus supplement. The delivery of this prospectus
together with a prospectus supplement relating to particular offered securities
in any jurisdiction shall not constitute an offer in the jurisdiction of any
other securities covered by this prospectus.
We will provide to each person, including any beneficial owner, to whom
this prospectus is delivered a copy of any or all of the information that we
have incorporated by reference into this prospectus but not delivered with this
prospectus. To receive a free copy of any of the documents incorporated by
reference in this prospectus, other than exhibits, unless they are specifically
incorporated by reference in those documents, call or write to our Corporate
Secretary, Advanced Micro Devices, Inc., One AMD Place, P.O. Box 3453,
Sunnyvale, California 94088-3453 (telephone (408) 732-2400). The information
relating to us contained in this prospectus does not purport to be comprehensive
and should be read together with the information contained in the documents
incorporated or deemed to be incorporated by reference in this prospectus.
THE COMPANY
We were founded in 1969, became a publicly held company in 1972 and since
1979 have been listed on the New York Stock Exchange under the trading symbol
"AMD." We design, engineer, manufacture, market and sell integrated circuits for
the personal computer, networked computer and communications markets.
We have sales offices worldwide and have manufacturing or testing
facilities in Sunnyvale, California; Austin, Texas; Dresden, Germany; Aizu-
Wakamatsu, Japan; Bangkok, Thailand; Penang, Malaysia; Suzhou, China; and
Singapore. Our mailing address and executive offices are located at One AMD
Place, P.O. Box 3453, Sunnyvale, California 94088-3453, and our telephone number
at that location is (408) 732-2400.
2
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RISK FACTORS
Before you decide whether to purchase any of our securities, in addition to
the other information in this prospectus, you should carefully consider the risk
factors set forth under the heading "Risk Factors" in the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our most recent Annual Report on Form 10-K or Quarterly Report on
Form 10-Q, which are incorporated by reference into this prospectus. For more
information, see the section "Incorporation by Reference."
USE OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement, we
will use the net proceeds from the sale of the securities for general corporate
purposes, which may include reducing our outstanding indebtedness, increasing
our working capital, acquisitions and capital expenditures. Pending the
application of the net proceeds, we expect to invest the proceeds in short-term,
interest-bearing instruments or other investment-grade securities.
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Ratio of Earnings to Fixed Charges
The following table sets forth our ratios of earnings to fixed charges for
the periods indicated:
Fiscal Year Ended
--------------------------------------------------------------------------------
December 31, December 29, December 28, December 27, December 26,
1995 1996 1997 1998 1999
------------ ------------ ------------ ------------ ------------
9.4x (1) (1) (1) 1.3x
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
The following table sets forth our ratios of earnings to combined fixed
charges and preferred stock dividends for the periods indicated:
Fiscal Year Ended
--------------------------------------------------------------------------------
December 31, December 29, December 28, December 27, December 26,
1995 1996 1997 1998 1999
------------ ------------ ------------ ------------ ------------
9.4x (1) (1) (1) 1.3x
(1) Earnings were insufficient to cover fixed charges by $219,417,
$120,972 and $224,207 in fiscal years 1996, 1997 and 1998
respectively.
We have computed our ratios of earnings to fixed charges by dividing
earnings by fixed charges. We have computed our ratios of earnings to combined
fixed charges and preferred stock dividends by dividing earnings by the sum of
fixed charges and preferred stock dividend requirements. Earnings consist of
income before income taxes, amortization of capitalized interest plus fixed
charges other than capitalized interest. Fixed charges consist of interest on
all indebtedness, amortization of debt issuance costs and the portion of
rental expense representative of interest.
3
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GENERAL DESCRIPTION OF SECURITIES
We, directly or through agents, dealers or underwriters designated from
time to time, may offer, issue and sell, together or separately, up to
$2,000,000,000 in the aggregate of:
. secured or unsecured debt securities, in one or more series, which may
be either senior debt securities, senior subordinated debt securities or
subordinated debt securities;
. shares of our preferred stock, par value $0.10 per share, in one or more
series;
. shares of our common stock, par value $0.01 per share;
. warrants to purchase our common stock or our preferred stock;
. warrants to purchase our debt securities, or
. any combination of the foregoing, either individually or as units
consisting of one or more of the foregoing, each on terms to be
determined at the time of sale.
We may issue the debt securities as exchangeable and/or convertible debt
securities exchangeable for or convertible into shares of common stock or
preferred stock. The preferred stock may also be exchangeable for and/or
convertible into shares of common stock or another series of preferred stock.
The debt securities, the preferred stock, the common stock and the warrants are
collectively referred to herein as the "Securities." When a particular series of
Securities is offered, a supplement to this prospectus will be delivered with
this prospectus, which will set forth the terms of the offering and sale of the
offered Securities.
DESCRIPTION OF DEBT SECURITIES
This prospectus describes certain general terms and provisions of our debt
securities. When we offer to sell a particular series of debt securities, we
will describe the specific terms of the series in a supplement to this
prospectus. The terms of the debt securities that we describe below, including
with respect to covenants, events of default, indenture provisions, and so
forth, are general and are subject to the terms of the indenture governing the
debt securities. We will indicate in the applicable prospectus supplement
whether the general terms and provisions described in this prospectus apply to a
particular series of debt securities.
We may issue debt securities from time to time in series under the
indenture, and one or more supplemental indentures, between us and The Bank of
New York, as trustee. The indenture is subject to, and governed by, the terms of
the Trust Indenture Act of 1939, as amended. As a result, the terms of the debt
securities will include those contained in the indenture and those made part of
the indenture by reference to the Trust Indenture Act. We have incorporated by
reference in this prospectus a copy of the indenture as an exhibit to the
registration statement of which this prospectus is a part, and you should read
the indenture for provisions that may be important to you. We have summarized
select portions of the indenture below. The summary is not complete. As used in
this section, the term "offered debt securities" means the debt securities
offered by this prospectus and the applicable prospectus supplement.
General
The indenture provides for the issuance of debt securities in series and
does not limit the principal amount of debt securities which may be issued. In
addition, except as may be provided in the prospectus supplement relating to the
debt securities, the indenture does not limit the amount of additional
indebtedness we may incur.
The applicable prospectus supplement or prospectus supplements will
describe the following terms of the series of offered debt securities in respect
of which this prospectus is being delivered:
. the title of the offered debt securities;
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. whether the offered debt securities are senior debt securities, senior
subordinated debt securities or subordinated debt securities or any
combination thereof;
. any limit upon the aggregate principal amount of the offered debt
securities;
. the date or dates on which the principal of the offered debt securities
is payable;
. the rate or rates at which the offered debt securities will bear
interest, if any, or the manner in which such rate or rates are
determined;
. the date or dates from which any such interest will accrue, the interest
payment dates on which any such interest on the offered debt securities
will be payable and the record dates for the determination of holders to
whom such interest is payable;
. the place or places where the principal of, and any interest on, the
offered debt securities will be payable;
. our obligation, if any, to redeem, repurchase or repay the offered debt
securities in whole or in part pursuant to any sinking fund or analogous
provisions or at the option of the holders and the price or prices at
which and the period or periods within which and the terms and
conditions upon which the offered debt securities shall be redeemed,
repurchased or repaid pursuant to such obligation;
. the denominations in which any offered debt securities will be issuable,
if other than denominations of U.S. $1,000 and any integral multiple
thereof;
. if other than the principal amount thereof, the portion of the principal
amount of the offered debt securities of the series which will be
payable upon declaration of the acceleration of the maturity thereof;
. any addition to or change in the covenants which apply to the offered
debt securities;
. any events of default with respect to the offered debt securities, if
not otherwise set forth under "Events of Default";
. whether the offered debt securities will be issued in whole or in part
in global form, the terms and conditions, if any, upon which such global
offered debt securities may be exchanged in whole or in part for other
individual securities, and the depositary for the offered debt
securities;
. the terms and conditions, if any, upon which the offered debt securities
shall be exchanged for or converted into common stock or preferred
stock;
. the nature and terms of the security for any secured offered debt
securities; and
. any other terms of the offered debt securities which terms shall not be
inconsistent with the provisions of the indenture.
We may issue debt securities at a discount from their principal amount
(original issue discount securities). Federal income tax considerations and
other special considerations applicable to any such original issue discount
securities will be described in the applicable prospectus supplement.
We may issue debt securities in bearer form, with or without coupons.
Federal income tax considerations and other special considerations applicable to
bearer securities will be described in the applicable prospectus supplement.
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Status of Debt Securities
The senior debt securities will be unsubordinated obligations and will rank
pari passu with all of our other unsecured and unsubordinated indebtedness.
Our obligations pursuant to senior subordinated debt securities will be
subordinate in right of payment, to the extent and in the manner set forth in
the indenture, to all of our senior indebtedness. Except to the extent set forth
in the applicable prospectus supplement, we define our "senior indebtedness" to
mean the principal of, and premium, if any, and any interest (including interest
accruing subsequent to the commencement of any proceeding for our bankruptcy or
reorganization under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect) and all other monetary obligations of every kind or nature
due on or in connection with
. all of our indebtedness whether heretofore or hereafter incurred for
borrowed money or in connection with the acquisition by us or our
subsidiaries of assets other than in the ordinary course of business,
for the payment of which we are liable directly or indirectly by
guarantee, letter of credit, obligation to purchase or acquire or
otherwise, or the payment of which is secured by a lien, charge or
encumbrance on assets acquired by us,
. amendments, modifications, renewals, extensions and deferrals of any
such indebtedness, and
. any indebtedness issued in exchange for any such indebtedness (the three
bullet points hereof being collectively referred to herein as "Debt");
provided, however, that the following will not constitute senior
-----------------
indebtedness with respect to senior subordinated debt securities:
. any Debt as to which, in the instrument evidencing such Debt or
pursuant to which such Debt was issued, it is expressly provided
that such Debt is subordinate in right of payment to all of our
Debt not expressly subordinated to such Debt;
. any Debt which by its terms refers explicitly to the senior
subordinated debt securities and states that such Debt shall not be
senior in right of payment; and
. any of our Debt in respect of the senior subordinated debt
securities or any subordinated debt securities.
Our obligations pursuant to subordinated debt securities will be
subordinate in right of payment to all of our senior indebtedness and to any
senior subordinated debt securities; provided, however, that the following will
-----------------
not constitute senior indebtedness with respect to subordinated debt securities:
. any Debt as to which, in the instrument evidencing such Debt or pursuant
to which such Debt was issued, it is expressly provided that such Debt
is subordinate in right of payment to all of our Debt not expressly
subordinated to such Debt; and
. any of our Debt in respect of subordinated debt securities and any Debt
which by its terms refers explicitly to the subordinated debt securities
and states that such Debt shall not be senior in right of payment.
No payment pursuant to the senior subordinated debt securities or the
subordinated debt securities, as the case may be, may be made unless all amounts
of principal, premium, if any, and interest then due on all of our senior
indebtedness shall have been paid in full or if there shall have occurred and be
continuing beyond any applicable grace period a default in any payment with
respect to any such senior indebtedness, or if there shall have occurred any
Event of Default with respect to any such senior indebtedness permitting the
holders thereof to accelerate the maturity thereof, or if any judicial
proceeding shall be pending with respect to any such default. However, we may
make payments pursuant to the senior subordinated debt securities or the
subordinated debt securities, as the case may be, if a default in payment or an
Event of Default with respect to the senior indebtedness permitting the holder
thereof to accelerate the maturity thereof has occurred and is continuing and
judicial proceedings with respect thereto have not been commenced within a
certain number of days of such default in payment or Event of Default. Upon any
distribution of our assets upon dissolution, winding-up, liquidation or
reorganization, the holders of our senior indebtedness will be entitled to
receive payment in full of principal, premium, if any, and interest (including
interest accruing subsequent to the commencement of any proceeding for our
bankruptcy or reorganization under any applicable bankruptcy, insolvency or
similar law now or hereafter in effect) before any payment is made on the senior
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subordinated debt securities or subordinated debt securities, as applicable. By
reason of such subordination, in the event of our insolvency, holders of our
senior indebtedness may receive more, ratably, and holders of the senior
subordinated debt securities or subordinated debt securities, as applicable,
having a claim pursuant to the senior subordinated debt securities or
subordinated debt securities, as applicable, may receive less, ratably, than our
other creditors. Such subordination will not prevent the occurrence of any Event
of Default in respect of the senior subordinated debt securities or the
subordinated debt securities.
If we offer debt securities, the applicable prospectus supplement will set
forth the aggregate amount of outstanding indebtedness, if any, as of the most
recent practicable date that by the terms of such debt securities would be
senior to such debt securities. The applicable prospectus supplement will also
set forth any limitation on our issuance of any additional senior indebtedness.
Exchange, Registration, Transfer and Payment
Unless otherwise specified in the applicable prospectus supplement, payment
of principal, premium, if any, and any interest on the debt securities will be
payable, and the exchange of and the transfer of debt securities will be
registrable, at the office of the trustee or at any other office or agency
maintained by us for such purpose, subject to the limitations of the indenture.
Unless otherwise indicated in the applicable prospectus supplement, the debt
securities will be issued in denominations of U.S. $1,000 or integral multiples
thereof. The debt securities shall be signed by two of our officers and
authenticated by the manual signature of the trustee. No service charge will be
made for any registration of transfer or exchange of the debt securities, but we
may require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith.
Global Debt Securities
The debt securities of a series may be issued in the form of one or more
global securities that will be deposited with a depositary or its nominee
identified in the applicable prospectus supplement. In such a case, one or more
global securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of outstanding debt
securities of the series to be represented by such global security or
securities. Each global security will be deposited with such depositary or
nominee or a custodian therefor and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof referred to below
and any such other matters as may be provided for pursuant to the indenture.
Notwithstanding any provision of the indenture or any debt security
described herein, no global security may be transferred to, or registered or
exchanged for debt securities registered in the name of, any person or entity
other than the depositary for such global security or any nominee of such
depositary, and no such transfer may be registered, unless:
. the depositary has notified us that it is unwilling or unable to
continue as depositary for such global security or has ceased to be
qualified to act as such as required by the applicable indenture;
. we execute and deliver to the trustee an order that such global security
shall be so transferable, registrable and exchangeable, and such
transfers shall be registrable; or
. there shall exist such circumstances, if any, as may be described in the
applicable prospectus supplement.
All debt securities issued in exchange for a global security or any portion
thereof will be registered in such names as the depositary may direct.
The specific terms of the depositary arrangement with respect to any
portion of a series of debt securities to be represented by a global security
will be described in the applicable prospectus supplement. We expect that the
following provisions will apply to depositary arrangements.
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Unless otherwise specified in the applicable prospectus supplement, debt
securities which are to be represented by a global security to be deposited with
or on behalf of a depositary will be represented by a global security registered
in the name of such depositary or its nominee. Upon the issuance of such global
security, and the deposit of such global security with or on behalf of the
depositary for such global security, the depositary will credit, on its book-
entry registration and transfer system, the respective principal amounts of the
debt securities represented by such global security to the accounts of
institutions that have accounts with such depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such debt securities or by us, if such debt securities
are offered and sold directly by us. Ownership of beneficial interests in such
global security will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial interests by
participants in such global security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
depositary or its nominee for such global security. Ownership of beneficial
interests in such global security by persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in certificated form. The foregoing
limitations and such laws may impair the ability to transfer beneficial
interests in such global securities.
So long as the depositary for a global security, or its nominee, is the
registered owner of such global security, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the debt
securities represented by such global security for all purposes under the
indenture. Unless otherwise specified in the applicable prospectus supplement,
owners of beneficial interests in such global security will not be entitled to
have debt securities of the series represented by such global security
registered in their names, will not receive or be entitled to receive physical
delivery of debt securities of such series in certified form and will not be
considered the holders thereof for any purposes under the indenture.
Accordingly, each person owning a beneficial interest in such global security
must rely on the procedures of the depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the indenture. If we
request any action of holders or if an owner of a beneficial interest in such
global security desires to give any notice or take any action a holder is
entitled to give or take under the indenture, the depositary will authorize the
participants to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to give such notice
or take such action or would otherwise act upon the instructions of beneficial
owners owning through them.
Notwithstanding any other provisions to the contrary in the indenture, the
rights of the beneficial owners of the debt securities to receive payment of the
principal and premium, if any, of and interest on such debt securities, on or
after the respective due dates expressed in such debt securities, or to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
beneficial owners.
Principal of and any interest on a global security will be payable in the
manner described in the applicable prospectus supplement.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of our
properties or assets to any person unless:
. we are the surviving corporation or the entity or the person formed by
or surviving any such consolidation or merger, if other than us, or to
which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made is a corporation organized and existing
under the laws of the United States, any state thereof or the District
of Columbia;
. the entity or person formed by or surviving any such consolidation or
merger, if other than us, or the entity or person to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have
been made assumes all of our obligations under the debt securities and
the indenture; and
. immediately prior to and after the transaction no default, as defined in
the indenture, or Event of Default shall have occurred and be
continuing.
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Except as may be described in a prospectus supplement applicable to a
particular series of debt securities, there are no covenants or other provisions
in the indenture providing for a put or increased interest or otherwise that
would afford holders of debt securities additional protection in the event of a
recapitalization transaction, a change of control of our company or a highly
leveraged transaction.
Certain Other Covenants
Unless otherwise indicated in this prospectus or a prospectus supplement,
the debt securities will not have the benefit of any covenants that limit or
restrict our business or operations, the pledging of our assets or the
incurrence of indebtedness by us.
With respect to any series of senior subordinated debt securities, we will
agree not to issue Debt which is, expressly by its terms, subordinated in right
of payment to any of our other Debt and which is not expressly made pari passu
---- -----
with, or subordinate and junior in right of payment to, the senior subordinated
debt securities.
The applicable prospectus supplement will describe any material covenants
in respect of a series of debt securities. Other than the covenants that are
included in the indenture as described above or as described in the applicable
prospectus supplement, the indenture will not provide holders of debt securities
protection in the event of a highly-leveraged transaction, reorganization,
restructuring, merger or similar transaction involving us which could adversely
affect holders of debt securities.
Events of Default
Unless otherwise specified in the applicable prospectus supplement, the
following will constitute Events of Default under the indenture with respect to
debt securities of any series:
. failure to pay principal of any debt security of that series when due
and payable at maturity, upon redemption or otherwise;
. failure to pay any interest on any debt security of that series when
due, and the default continues for 30 days;
. an Event of Default, as defined in the debt securities of that series,
occurs and is continuing, or we fail to comply with any of our other
agreements in the debt securities of that series or in the indenture
with respect to that series and the default continues for the period and
after the notice provided therein and described below; and
. certain events of bankruptcy, insolvency or reorganization.
A default under the third bullet point above is not an Event of Default with
respect to a particular series of debt securities until the trustee or the
holders of at least 50% in principal amount of the then outstanding debt
securities of that series notify us of the default and we do not cure the
default within 30 days after receipt of the notice. The notice must specify the
default, demand that it be remedied and state that the notice is a "Notice of
Default."
If an Event of Default with respect to outstanding debt securities of any
series, other than an Event or Default relating to certain events of bankruptcy,
insolvency or reorganization, shall occur and be continuing, either the trustee
or the holders of at least 50% in principal amount of the outstanding debt
securities of that series by notice, as provided in the indenture, may declare
the unpaid principal amount (or, if the debt securities of that series are
original issue discount securities, such lesser amount as may be specified in
the terms of that series) of, and any accrued and unpaid interest on, all debt
securities of that series to be due and payable immediately. However, at any
time after a declaration of acceleration with respect to debt securities of any
series has been made, but before a judgment or decree based on such acceleration
has been obtained, the holders of a majority in principal amount of the
outstanding debt securities of that series may, under certain circumstances,
rescind and annul such acceleration. For information as to waiver of defaults,
see "Modification and Waiver" below.
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The indenture provides that the trustee shall provide notice to holders of
debt securities of an Event of Default with respect to such debt securities that
is continuing and known to the trustee. Except in the case of an Event of
Default in payment, the trustee may withhold the notice if and so long as a
committee of its trust officers in good faith determines that withholding the
notice is in the interest of the holders of the debt securities. The indenture
provides that, subject to the duty of the trustee during an Event of Default to
act with the required standard of care, the trustee will be under no obligation
to exercise any of its rights or powers under the applicable indenture at the
request or direction of any of the holders, unless such holders shall have
offered to the trustee reasonable security or indemnity. A holder of debt
securities of any series may not pursue a remedy with respect to the indenture
or the debt securities unless:
. the holder gives to the trustee written notice of a continuing Event of
Default with respect to that series;
. the holders of at least 50% in principal amount of the then outstanding
debt securities of that series make a written request to the trustee to
pursue the remedy;
. such holder or holders offer to the trustee indemnity satisfactory to
the trustee against any loss, liability or expense;
. the trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and
. during such 60-day period the holders of a majority in principal amount
of the then outstanding debt securities of that series do not give the
trustee a direction inconsistent with the request.
Subject to such provisions, including those requiring security or
indemnification of the trustee, the holders of a majority in principal amount of
the outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee, or exercising any trust or power conferred on the trustee, with
respect to the debt securities of that series.
We will be required to furnish to the trustee under the indenture annually
a statement as to our performance of our obligations under that indenture and as
to any default in such performance.
Modification and Waiver
Subject to certain exceptions, we and the trustee may amend the indenture
or the debt securities with the written consent of the holders of a majority in
principal amount of the then outstanding debt securities of each series affected
by the amendment with each series voting as a separate class. The holders of a
majority in principal amount of the then outstanding debt securities of any
series may also waive compliance in a particular instance by us with any
provision of the indenture with respect to the debt securities of that series;
provided, however, that without the consent of each holder of debt securities
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affected, an amendment or waiver may not:
. reduce the percentage of the principal amount of debt securities whose
holders must consent to an amendment or waiver;
. reduce the rate or change the time for payment of interest on any debt
security, including default interest;
. reduce the principal of or premium, if any, or change the fixed maturity
of any debt security, or reduce the amount of, or postpone the date
fixed for, redemption or the payment of any sinking fund or analogous
obligation with respect thereto;
. make any debt security payable in currency other than that stated in
the debt security;
. make any change in the provisions concerning waivers of default or
Events of Default by holders or the rights of holders to recover the
principal of, premium, if any, or interest on, any debt security;
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. waive a default in the payment of the principal of, or interest on, any
debt security, except as otherwise provided in the indenture; or
. reduce the principal amount of original issue discount securities
payable upon acceleration of the maturity thereof.
We and the trustee may amend the indenture or the debt securities without
notice to or the consent of any holder of a debt security:
. to cure any ambiguity, defect or inconsistency;
. to comply with the indenture's provisions with respect to successor
corporations;
. to comply with any requirements of the SEC in connection with the
qualification of the indenture under the Trust Indenture Act;
. to provide for debt securities in addition to or in place of
certificated debt securities;
. to add to, change or eliminate any of the provisions of the indenture in
respect of one or more series of debt securities, provided, however,
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that any such addition, change or elimination
. shall neither apply to any debt security of any series created
prior to the execution of such amendment and entitled to the
benefit of such provision nor modify the rights of a holder of any
such debt security with respect to such provision, or
. shall become effective only when there is no outstanding debt
security of any series created prior to such amendment and entitled
to the benefit of such provision;
. to make any change that does not adversely affect in any material
respect the interest of any holder; or
. to establish additional series of debt securities as permitted by the
indenture.
The holders of a majority in principal amount of the then outstanding debt
securities of any series, by notice to the trustee, may waive an existing
default or Event of Default and its consequences except a default or Event of
Default in the payment of the principal of, or any interest on, any debt
security with respect to the debt securities of that series; provided, however,
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that the holders of a majority in principal amount of the outstanding debt
securities of any series may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration.
Defeasance of Debt Securities and Certain Covenants in Certain Circumstances
Legal Defeasance. Unless otherwise specified in the applicable prospectus
supplement, we may terminate our obligations under the debt securities of any
series and the indenture with respect to that series (except for certain
obligations to register the transfer or exchange of debt securities of such
series, to replace stolen, lost or mutilated debt securities of such series, and
to maintain paying agencies and certain provisions relating to the treatment of
funds held by paying agents) upon the deposit with the trustee, in trust, of
money and/or U.S. government obligations, that, through the payment of interest
and principal in respect thereof in accordance with their terms, will provide
money in an amount sufficient in the opinion of a nationally recognized firm of
independent public accountants to pay and discharge each installment of
principal, premium, if any, and interest, if any, on and any mandatory sinking
fund payments in respect of the debt securities of such series on the stated
maturity of such payments in accordance with the terms of the indenture and such
debt securities. Such discharge may occur only if, among other things, we have
received from, or there has been published by, the United States Internal
Revenue Service a ruling, or, since the date of execution of the indenture,
there has been a change in the applicable United States federal income tax law,
in either case to the effect that holders of the debt securities of such series
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to
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United States federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit, defeasance and
discharge had not occurred.
Defeasance of Certain Covenants. Unless otherwise specified in the
applicable prospectus supplement, the indenture provides that unless otherwise
provided by the terms of the applicable series of debt securities, upon
compliance with certain conditions, we may omit to comply with the restrictive
covenants contained in the indenture, as well as any additional covenants
contained in a supplement to the indenture, a board resolution or an officers'
certificate delivered pursuant thereto. The conditions require us to, among
other things:
. deposit with the trustee money and/or U.S. government obligations that,
through the payment of interest and principal in respect thereof in
accordance with their terms, will provide money in an amount sufficient
in the opinion of a nationally recognized firm of independent auditors
to pay principal, premium, if any, and interest, if any, on and any
mandatory sinking fund payments in respect of the debt securities of
such series on the stated maturity of such payments in accordance with
the terms of the indenture and such debt securities; and
. deliver to the trustee an opinion of counsel to the effect that the
holders of the debt securities of such series will not recognize income,
gain or loss for United States federal income tax purposes as a result
of such deposit and related covenant defeasance and will be subject to
United States federal income tax in the same amount and in the same
manner and at the same times as would have been the case if such deposit
and related covenant defeasance had not occurred.
Defeasance and Events of Default. In the event we exercise our option to
omit compliance with certain covenants of the indenture with respect to any
series of debt securities and the debt securities of such series are declared
due and payable because of the occurrence of any Event of Default, the amount of
money and/or U.S. government obligations on deposit with the trustee will be
sufficient to pay amounts due on the debt securities of such series at the time
of their stated maturity but may not be sufficient to pay amounts due on the
debt securities of such series at the time of the acceleration resulting from
such Event of Default. However, we will remain liable for such payments.
Regarding the Trustees
The trustee with respect to any series of debt securities will be
identified in the prospectus supplement relating to such debt securities. The
indenture and provisions of the Trust Indenture Act incorporated by reference
therein contain certain limitations on the rights of the trustee, should it
become a creditor of ours, to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim, as security
or otherwise. The trustee and its affiliates may engage in, and will be
permitted to continue to engage in, other transactions with us and our
affiliates; provided, however, that if it acquires any conflicting interest, as
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defined in the Trust Indenture Act, it must eliminate such conflict or resign.
The holders of a majority in principal amount of the then outstanding debt
securities of any series will have the right to direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
trustee. The Trust Indenture Act and the indenture provide that in case an Event
of Default shall occur and be continuing, the trustee will be required, in the
exercise of its rights and powers, to use the degree of care and skill of a
prudent man in the conduct of his own affairs. Subject to such provision, the
trustee will be under no obligation to exercise any of its rights or powers
under the indenture at the request of any of the holders of the debt securities
issued thereunder, unless they have offered to the trustee indemnity
satisfactory to it.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the preferred stock sets forth
certain general terms and provisions of the preferred stock to which any
prospectus supplement may relate. Certain other terms of any series of the
preferred stock offered by any prospectus supplement will be described in such
prospectus supplement. The description of certain provisions of the preferred
stock set forth below and in any prospectus supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to our
certificate of incorporation and the certificate of designations relating to
each series of the
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preferred stock, which will be filed with the SEC and incorporated by reference
in the registration statement of which this prospectus is a part at or prior to
the time of the issuance of such series of the preferred stock.
General
We have authority to issue 750,000,000 shares of common stock and 1,000,000
shares of preferred stock. As of August 31, 2000, 313,586,000 shares of our
common stock were outstanding, of which 522,230 shares were owned by us as
treasury stock. For more information, see the section "Description of Common
Stock." As of August 31, 2000, no shares of our preferred stock were
outstanding.
Under our certificate of incorporation, our board of directors is
authorized without further stockholder action to provide for the issuance of up
to 1,000,000 shares of our preferred stock, in one or more series, with such
voting powers, full or limited, and with such designations, preferences and
relative participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated in the resolution or
resolutions providing for the issue of a series of such stock adopted, at any
time or from time to time, by our board of directors. As used herein, the term
"board of directors" includes any duly authorized committee thereof.
The preferred stock shall have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise provided in a prospectus
supplement relating to a particular series of the preferred stock. Reference is
made to the prospectus supplement relating to the particular series of the
preferred stock offered thereby for specific terms, including:
. the designation and stated value per share of such preferred stock and
the number of shares offered;
. the amount of liquidation preference per share;
. the initial public offering price at which such preferred stock will be
issued;
. the dividend rate (or method of calculation), the dates on which
dividends shall be payable and the dates from which dividends shall
commence to cumulate, if any;
. any redemption or sinking fund provisions;
. any conversion or exchange rights; and
. any additional voting, dividend, liquidation, redemption, sinking fund
and other rights, preferences, privileges, limitations and restrictions.
The preferred stock will, when issued, be fully paid and nonassessable and
will have no preemptive rights. The rights of the holders of each series of the
preferred stock will be subordinate to those of our general creditors.
Dividend Rights
Holders of the preferred stock of each series will be entitled to receive,
when, as and if declared by our board of directors, out of our funds legally
available therefor, cash dividends on such dates and at such rates as set forth
in, or as are determined by the method described in, the prospectus supplement
relating to such series of the preferred stock. Such rate may be fixed or
variable or both. Each such dividend will be payable to the holders of record as
they appear on our stock books on such record dates, fixed by our board of
directors, as specified in the prospectus supplement relating to such series of
preferred stock.
Such dividends may be cumulative or noncumulative, as provided in the
prospectus supplement relating to such series of preferred stock. If our board
of directors fails to declare a dividend payable on a dividend payment date on
any series of preferred stock for which dividends are noncumulative, then the
right to receive a dividend in respect of the dividend period
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ending on such dividend payment date will be lost, and we will have no
obligation to pay any dividend for such period, whether or not dividends on such
series are declared payable on any future dividend payment dates. Dividends on
the shares of each series of preferred stock for which dividends are cumulative
will accrue from the date on which we initially issue shares of such series.
Our credit agreement restricts our ability to declare or pay dividends on
our capital stock.
Unless otherwise specified in the applicable prospectus supplement, so long
as the shares of any series of the preferred stock are outstanding, unless:
. full dividends (including if such preferred stock is cumulative,
dividends for prior dividend periods) have been paid or declared and set
apart for payment on all outstanding shares of the preferred stock of
such series and all other classes and series of our preferred stock,
other than Junior Stock, as defined below; and
. we are not in default or in arrears with respect to the mandatory or
optional redemption or mandatory repurchase or other mandatory
retirement of, or with respect to any sinking or other analogous funds
for, any shares of preferred stock of such series or any shares of any
of our other preferred stock of any class or series, other than Junior
Stock, as defined below;
we may not declare any dividends on any shares of our common stock or any of our
other stock ranking as to dividends or distributions of assets junior to such
series of preferred stock (the common stock and any such other stock being
herein referred to as "Junior Stock"), or make any payment on account of, or set
apart money for, the purchase, redemption or other retirement of, or for a
sinking or other analogous fund for, any shares of Junior Stock or make any
distribution in respect thereof, whether in cash or property or in obligations
of our stock, other than in Junior Stock which is neither convertible into, nor
exchangeable or exercisable for, any of our securities other than Junior Stock.
Liquidation Preferences
Unless otherwise specified in the applicable prospectus supplement, in the
event of our liquidation, dissolution or winding up, whether voluntary or
involuntary, the holders of each series of the preferred stock will be entitled
to receive out of our assets available for distribution to stockholders, before
any distribution of assets is made to the holders of common stock or any other
shares of our stock ranking junior as to such distribution to such series of the
preferred stock, the amount set forth in the prospectus supplement relating to
such series of the preferred stock. If, upon our voluntary or involuntary
liquidation, dissolution or winding up, the amounts payable with respect to the
preferred stock of any series and any other shares of our preferred stock,
including any other series of the preferred stock, ranking as to any such
distribution on a parity with such series of the preferred stock are not paid in
full, the holders of the preferred stock of such series and of such other shares
of our preferred stock will share ratably in any such distribution of our assets
in proportion to the full respective preferential amounts to which they are
entitled. After payment to the holders of the preferred stock of each series of
the full preferential amounts of the liquidating distribution to which they are
entitled, unless otherwise provided in the applicable prospectus supplement, the
holders of each such series of the preferred stock will be entitled to no
further participation in any distribution of our assets.
Redemption
A series of the preferred stock may be redeemable, in whole or from time to
time in part, at our option, and may be subject to mandatory redemption pursuant
to a sinking fund or otherwise, in each case upon terms, at the times and at the
redemption prices set forth in the prospectus supplement relating to such
series. Shares of the preferred stock redeemed by us will be restored to the
status of authorized but unissued shares of our preferred stock.
In the event that fewer than all of the outstanding shares of a series of
the preferred stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or pro
rata, subject to rounding to avoid fractional shares, as may be determined by us
or by any other method as may be determined by us in our sole discretion to be
equitable. From and after the redemption date, unless default is made by us in
providing for the payment of the redemption price plus accumulated and unpaid
dividends, if any, dividends will cease to accumulate on the shares of the
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preferred stock called for redemption and all rights of the holders thereof,
except the right to receive the redemption price plus accumulated and unpaid
dividends, if any, will cease.
Unless otherwise specified in the applicable prospectus supplement, so long
as any dividends on shares of any series of the preferred stock or any other
series of our preferred stock ranking on a parity as to dividends and
distribution of assets with such series of the preferred stock are in arrears,
no shares of any such series of the preferred stock or such other series of our
preferred stock will be redeemed, whether by mandatory or optional redemption,
unless all such shares are simultaneously redeemed, and we will not purchase or
otherwise acquire any such shares; provided, however, that the foregoing will
-----------------
not prevent the purchase or acquisition of such shares pursuant to a purchase or
exchange offer made on the same terms to holders of all such shares outstanding.
Conversion and Exchange Rights
The terms, if any, on which shares of preferred stock of any series may be
exchanged for or converted into shares of common stock, another series of
preferred stock or any other Security will be set forth in the prospectus
supplement relating thereto. Such terms may include provisions for conversion,
either mandatory, at the option of the holder or at our option, in which case
the number of shares of common stock, the shares of another series of preferred
stock or the amount of any other securities to be received by the holders of
preferred stock would be calculated as of a time and in the manner stated in the
prospectus supplement.
Voting Rights
Except as indicated in a prospectus supplement relating to a particular
series of the preferred stock, or except as required by applicable law, the
holders of the preferred stock will not be entitled to vote for any purpose.
DESCRIPTION OF COMMON STOCK
We have authority to issue 750,000,000 shares of common stock and 1,000,000
shares of preferred stock. As of August 31, 2000, 313,586,000 shares of our
common stock were outstanding, of which 522,230 shares were owned by us as
treasury stock. As of August 31, 2000, no shares of our preferred stock were
outstanding.
The holders of common stock are entitled to one vote per share on all
matters to be voted on by stockholders, including the election of directors.
Stockholders are not entitled to cumulative voting rights, and, accordingly, the
holders of a majority of the shares voting for the election of directors can
elect our entire board of directors if they choose to do so and, in that event,
the holders of the remaining shares will not be able to elect any person to our
board of directors.
The holders of common stock are entitled to receive such dividends, if any,
as may be declared from time to time by our board of directors, in its
discretion, from funds legally available therefor and subject to prior dividend
rights of holders of any shares of preferred stock which may be outstanding.
However, the terms of our current credit arrangements restrict our ability to
declare or pay dividends on our common stock. Upon our liquidation or
dissolution, subject to prior liquidation rights of the holders of preferred
stock, the holders of common stock are entitled to receive on a pro rata basis
our remaining assets available for distribution. Holders of common stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All
outstanding shares of common stock are, and all shares being offered by this
prospectus will be, fully paid and not liable to further calls or assessment by
us.
DESCRIPTION OF WARRANTS
We may issue debt warrants to purchase debt securities, as well as equity
warrants to purchase preferred stock or common stock. Warrants may be issued
independently or together with any Securities and may be attached to or separate
from such Securities. The warrants are to be issued under warrant agreements to
be entered into between us and a bank or trust company, as warrant agent, all as
shall be set forth in the prospectus supplement relating to warrants being
offered pursuant to such prospectus supplement.
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Debt Warrants
The applicable prospectus supplement will describe the terms of debt
warrants offered thereby, the warrant agreement relating to such debt warrants
and the debt warrant certificates representing such debt warrants, including the
following:
. the title of such debt warrants;
. the aggregate number of such debt warrants;
. the price or prices at which such debt warrants will be issued;
. the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise of such debt warrants, and the
procedures and conditions relating to the exercise of such debt
warrants;
. the designation and terms of any related debt securities with which
such debt warrants are issued, and the number of such debt warrants
issued with each such debt security;
. the date, if any, on and after which such debt warrants and the related
debt securities will be separately transferable;
. the principal amount of debt securities purchasable upon exercise of
each debt warrant;
. the date on which the right to exercise such debt warrants will
commence, and the date on which such right will expire;
. the maximum or minimum number of such debt warrants which may be
exercised at any time;
. a discussion of any material federal income tax considerations; and
. any other terms of such debt warrants and terms, procedures and
limitations relating to the exercise of such debt warrants.
Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations, and debt warrants may be exercised at
the corporate trust office of the warrant agent or any other office indicated in
the prospectus supplement. Prior to the exercise of their debt warrants,
holders of debt warrants will not have any of the rights of holders of the debt
securities purchasable upon such exercise and will not be entitled to payment of
principal of or any premium, if any, or interest on the debt securities
purchasable upon such exercise.
Equity Warrants
The applicable prospectus supplement will describe the following terms of
equity warrants offered thereby:
. the title of such equity warrants;
. the Securities (i.e., preferred stock or common stock) for which such
equity warrants are exercisable;
. the price or prices at which such equity warrants will be issued;
. if applicable, the designation and terms of the preferred stock or
common stock with which such equity warrants are issued, and the number
of such equity warrants issued with each such share of preferred stock
or common stock;
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. if applicable, the date on and after which such equity warrants and the
related preferred stock or common stock will be separately transferable;
. if applicable, a discussion of any material federal income tax
considerations; and
. any other terms of such equity warrants, including terms, procedures and
limitations relating to the exchange and exercise of such equity
warrants.
Holders of equity warrants will not be entitled, by virtue of being such
holders, to vote, consent, receive dividends, receive notice as stockholders
with respect to any meeting of stockholders for the election of our directors or
any other matter, or to exercise any rights whatsoever as our stockholders.
The exercise price payable and the number of shares of common stock or
preferred stock purchasable upon the exercise of each equity warrant will be
subject to adjustment in certain events, including the issuance of a stock
dividend to holders of common stock or preferred stock or a stock split, reverse
stock split, combination, subdivision or reclassification of common stock or
preferred stock. In lieu of adjusting the number of shares of common stock or
preferred stock purchasable upon exercise of each equity warrant, we may elect
to adjust the number of equity warrants. No adjustments in the number of shares
purchasable upon exercise of the equity warrants will be required until
cumulative adjustments require an adjustment of at least 1% thereof. We may, at
our option, reduce the exercise price at any time. No fractional shares will be
issued upon exercise of equity warrants, but we will pay the cash value of any
fractional shares otherwise issuable. Notwithstanding the foregoing, in case of
any consolidation, merger, or sale or conveyance of our property as an entirety
or substantially as an entirety, the holder of each outstanding equity warrant
shall have the right to the kind and amount of shares of stock and other
securities and property, including cash, receivable by a holder of the number of
shares of common stock or preferred stock into which such equity warrant was
exercisable immediately prior thereto.
Exercise of Warrants
Each warrant will entitle the holder to purchase for cash such principal
amount of Securities at such exercise price as shall in each case be set forth
in, or be determinable as set forth in, the prospectus supplement relating to
the warrants offered thereby. Warrants may be exercised at any time up to the
close of business on the expiration date set forth in the prospectus supplement
relating to the warrants offered thereby. After the close of business on the
expiration date, unexercised warrants will become void.
Warrants may be exercised as set forth in the prospectus supplement
relating to the warrants offered thereby. Upon receipt of payment and the
warrant certificate properly completed and duly executed at the corporate trust
office of the warrant agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the Securities purchasable
upon such exercise. If less than all of the warrants represented by such warrant
certificate are exercised, a new warrant certificate will be issued for the
remaining warrants.
PLAN OF DISTRIBUTION
We may sell the Securities to one or more underwriters for public offering
and sale by them and may also sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
Securities will be named in the applicable prospectus supplement. We have
reserved the right to sell or exchange Securities directly to investors on our
own behalf in those jurisdictions where and in such manner as we are authorized
to do so.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. Sales of common stock
offered hereby may be effected from time to time in one or more transactions on
the New York Stock Exchange or in negotiated transactions or a combination of
such methods. We may also, from time to time, authorize dealers, acting as our
agents, to offer and sell Securities upon the terms and conditions as are set
forth in the applicable prospectus supplement. In connection with the sale of
Securities, underwriters may receive compensation from us in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell Securities to or through dealers, and such
17
<PAGE>
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. Any such underwriter, dealer or agent will be
identified, and any such compensation received from us will be described, in the
prospectus supplement. Unless otherwise indicated in a prospectus supplement, an
agent will be acting on a best efforts basis and a dealer will purchase
Securities as a principal, and may then resell such Securities at varying prices
to be determined by the dealer.
Any underwriting compensation paid by us to underwriters or agents in
connection with the offering of Securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set forth
in the applicable prospectus supplement. Dealers and agents participating in the
distribution of Securities may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
the Securities may be deemed to be underwriting discounts and commissions.
Underwriters, dealers and agents may be entitled, under agreements entered into
with us, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act, and to
reimbursement by us for certain expenses.
To facilitate an offering of a series of Securities, certain persons
participating in the offering may engage in transactions that stabilize,
maintain, or otherwise affect the price of the Securities. This may include
over-allotments or short sales of the Securities, which involves the sale by
persons participating in the offering of more Securities than have been sold to
them by us. In such circumstances, such persons would cover such over-
allotments or short positions by purchasing in the open market or by exercising
the over-allotment option granted to such persons. In addition, such persons
may stabilize or maintain the price of the Securities by bidding for or
purchasing Securities in the open market or by imposing penalty bids, whereby
selling concessions allowed to dealers participating in any such offering may be
reclaimed if Securities sold by them are repurchased in connection with
stabilization transactions. The effect of these transactions may be to
stabilize or maintain the market price of the Securities at a level above that
which might otherwise prevail in the open market. Such transactions, if
commenced, may be discontinued at any time.
LEGAL MATTERS
Certain legal matters with respect to the Securities offered hereby will be
passed upon for us by Latham & Watkins, Menlo Park, California. Certain legal
matters will be passed upon for any agents or underwriters by counsel for such
agents or underwriters identified in the applicable prospectus supplement.
EXPERTS
Ernst & Young LLP, independent auditors have audited our consolidated
financial statements and schedule included in and/or incorporated by reference
in our Annual Report on Form 10-K for the year ended December 26, 1999, as set
forth in their report, which is incorporated by reference in this prospectus
and elsewhere in the registration statement. Our financial statements and
schedule are incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.
18
<PAGE>
<TABLE>
=========================================== =============================================
<S> <C>
We have not authorized any person to [LOGO]
give any information or to make any
representation in connection with Advanced Micro Devices, Inc.
this offering other than those
contained in this prospectus, and, $2,000,000,000
if given or made, such information
or representation must not be relied Debt Securities
upon as having been so authorized. Preferred Stock
This prospectus does not constitute Common Stock
an offer to sell or a solicitation Equity Warrants
of an offer to buy by anyone in any Debt Warrants
jurisdiction in which such offer to
sell is not authorized, or in which
the person is not qualified to do so
or to any person to whom it is
unlawful to make such offer or
solicitation. Neither the delivery
of this prospectus nor any sale
hereunder shall, under any
circumstances, create any
implication that there has been no
change in our affairs since the date
hereof or that the information
contained herein is correct as of
any time subsequent to its date.
-----------
TABLE OF CONTENTS
Page
----
Special Note Regarding Forward-Looking
Statements............................. 1
Available Information................... 1
Incorporation by Reference.............. 1
The Company............................. 2
Risk Factors............................ 3 ------------------
Use of Proceeds......................... 3
Ratios of Earnings to Fixed Charges PROSPECTUS
and Earnings to Combined Fixed Charges
and Preferred Stock Dividends.......... 3 ------------------
General Description of Securities....... 4
Description of Debt Securities.......... 4 , 2000
Description of Preferred Stock.......... 12
Description of Common Stock............. 15
Description of Warrants................. 15
Plan of Distribution.................... 17
Legal Matters........................... 18
Experts................................. 18
=========================================== =============================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses to be paid by us in connection with the distribution of the
securities being registered are as set forth in the following table:
Securities and Exchange Commission Fee $400,620
*Rating Agency Fees 150,000
*Legal Fees and Expenses 175,000
*Accounting Fees and Expenses 100,000
*Printing Expenses 30,000
*Blue Sky Fees 10,000
*Trustee/Issuing & Paying Agent Fees and Expenses 40,000
*Transfer Agent Fees & Expenses 5,000
*Miscellaneous 39,380
--------
*Total $950,000
========
-------------------
* Estimated.
Item 15. Indemnification of Directors and Officers.
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 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.
II-1
<PAGE>
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 (see Exhibit
4.1), 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 (see Exhibit 4.2), 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.
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 16. Exhibits.
1.1* Form of Underwriting Agreement.
4.1 Restated Certificate of Incorporation of Advanced Micro Devices, Inc.,
as amended, filed as Exhibit 3.3 to the Company's Amended Quarterly
Report on Form 10-Q/A, filed with the Commission on August 31, 2000.
4.2 By-Laws of Advanced Micro Devices, Inc., as amended, filed as Exhibit
3.2 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 26, 1999 and incorporated herein by reference.
4.3 Indenture, dated as of May 8, 1998, by and between the Company and The
Bank of New York, as Trustee, filed as Exhibit 4.1 to the Company's
Current Report on Form 8-K filed with the Commission on May 8, 1998
and incorporated herein by reference.
5.1 Opinion of Latham & Watkins.
12.1 Statement regarding Computation of Ratios.
23.1 Consent of Independent Auditors.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Powers of Attorney (contained on signature page of this Registration
Statement).
II-2
<PAGE>
25.1 Statement of Eligibility of Trustee on Form T-1, filed with the
Commission on May 4, 1998 and incorporated herein by reference.
------------------
* To be filed as an exhibit to a Current Report on Form 8-K, pursuant to Item
601(b)(1) of Regulation S-K.
II-3
<PAGE>
Item 17. Undertakings.
(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.
(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.
(j) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
II-4
<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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on August 24, 2000.
ADVANCED MICRO DEVICES, INC.
By: /s/ Francis P. Barton
-----------------------------------------------
Francis P. Barton
Senior Vice President, Chief Financial Officer
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint W.J. Sanders III and Francis P.
Barton, and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agent to act for him
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 any related registration statement filed pursuant to Rule 462(b) under the
Securities Act, and to file this registration statement, 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 order to effectuate the same as fully, to
all intents and purposes, as they or he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, 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 by each of 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 Chief Executive Officer August 17, 2000
------------------------------------------- (Principal Executive Officer)
W.J. Sanders III
/s/ Francis P. Barton Senior Vice President, Chief Financial Officer August 17, 2000
------------------------------------------- (Principal Financial and Accounting Officer)
Francis P. Barton
/s/ Friedrich Baur Director August 17, 2000
-------------------------------------------
Friedrich Baur
/s/ Charles M. Blalack Director August 17, 2000
-------------------------------------------
Charles M. Blalack
/s/ R. Gene Brown Director August 17, 2000
-------------------------------------------
R. Gene Brown
/s/ Robert Palmer Director August 17, 2000
-------------------------------------------
Robert Palmer
/s/ Joe L. Roby Director August 23, 2000
-------------------------------------------
Joe L. Roby
/s/ Hector de J. Ruiz Director, President and Chief Operating Officer August 17, 2000
-------------------------------------------
Hector de J. Ruiz
/s/ Leonard Silverman Director August 17, 2000
-------------------------------------------
Leonard Silverman
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
1.1* Form of Underwriting Agreement.
4.1 Restated Certificate of Incorporation of Advanced Micro Devices, Inc.,
as amended, filed as Exhibit 3.3 to the Company's Amended Quarterly
Report on Form 10Q/A, filed with the Commission on August 31, 2000.
4.2 By-Laws of Advanced Micro Devices, Inc., as amended, filed as Exhibit
3.2 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 26, 1999 and incorporated herein by reference.
4.3 Indenture, dated as of May 8, 1998, by and between the Company and The
Bank of New York, as Trustee, filed as Exhibit 4.1 to the Company's
Current Report on Form 8-K filed with the Commission on May 8, 1998
and incorporated herein by reference.
5.1 Opinion of Latham & Watkins.
12.1 Statement regarding Computation of Ratios.
23.1 Consent of Independent Auditors.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24.1 Powers of Attorney (contained on signature page of this Registration
Statement).
25.1 Statement of Eligibility of Trustee on Form T-1, filed with the
Commission on May 4, 1998 and incorporated herein by reference.
----------------
* To be filed as an exhibit to a Current Report on Form 8-K, pursuant to Item
601(b)(1) of Regulation S-K.
