<PAGE>
As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1993
__________________
MICRON TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-1618004
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 South Federal Way, P.O. Box 6
Boise, Idaho 83707-0006
(208) 368-4000
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
__________________
RODERIC W. LEWIS, ESQ.
Vice President of Legal Affairs, General Counsel and Corporate Secretary
Micron Technology, Inc.
8000 South Federal Way, P.O. Box 6
Boise, Idaho 83707-0006
(208) 368-4000
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
__________________
Copies to:
John A. Fore, Esq.
Patrick J. Schultheis, Esq. Jacques K. Meguire, Esq.
Stephen F. Diamond, Esq. Sonnenschein Nath & Rosenthal
Wilson Sonsini Goodrich & Rosati 8000 Sears Tower
Professional Corporation Chicago, Illinois 60606-6404
650 Page Mill Road (312) 876-8000
Palo Alto, California 94304-1050
(650) 493-9300
__________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
__________________
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>
=========================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED SHARE(1) PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 par
value per share............ 7,600,000 $23.15625 $175,987,500.00 $51,916
shares
=========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the registration
fee, based on the average of the high and low prices for the Common Stock as
reported on the New York Stock Exchange on June 22, 1998, in accordance with
Rule 457 (c) promulgated under the Securities Act of 1933, as amended.
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
1
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JUNE 29, 1998
7,600,000 SHARES
MICRON TECHNOLOGY, INC.
COMMON STOCK
All of the 7,600,000 shares of Common Stock (the "Shares") of Micron
Technology, Inc. ("Micron" or the "Company") offered hereby are being offered
for sale from time to time by one of the Company's stockholders (the "Selling
Stockholder"). See "Selling Stockholder." The Company has been advised that the
Selling Stockholder expects to deliver the shares to close out short positions
entered into in the course of hedging transactions. See "Plan of Distribution."
The Company will not receive any of the proceeds from the sales of shares by the
Selling Stockholder.
__________________
SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
__________________
THE SELLING STOCKHOLDER WILL BEAR ALL DISCOUNTS AND COMMISSIONS PAID TO BROKERS,
DEALERS OR AGENTS IN CONNECTION WITH THE SALE OF THE SHARES AND THE FEES
AND EXPENSES OF ANY COUNSEL AND OTHER ADVISERS THAT THE SELLING
STOCKHOLDER MAY EMPLOY TO REPRESENT IT IN THIS OFFERING.
__________________
THE COMMON STOCK IS QUOTED ON THE NEW YORK STOCK EXCHANGE UNDER THE TRADING
SYMBOL "MU." ON JUNE __, 1998, THE LAST SALE PRICE OF THE COMMON
STOCK AS REPORTED BY THE NEW YORK STOCK EXCHANGE
TRANSACTIONS TAPE WAS $____ PER SHARE.
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_____ __, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, NW, Washington, D.C. 20549, and at the Commission's
Regional Offices located at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, NW, Washington, D.C.
20549, at prescribed rates. The Common Stock is listed on the New York Stock
Exchange. Reports, proxy statements and other information concerning the Company
may be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005. The Commission maintains a World Wide Web site
that contains reports, proxy statements and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the World Wide Web site is http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Shares. This Prospectus which
constitutes part of the Registration Statement does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance, reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. For further information with respect to the Company, reference is
made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
August 28, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarters
ended November 27, 1997, February 26, 1998; and
(c) The Company's Registration Statement on Form 8-A (No. 1-10658),
declared effective by the Commission on November 28, 1990.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement of which
this Prospectus forms a part and prior to the termination of the offering of the
Securities offered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part of this Prospectus from the date of filing
thereof.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement or this Prospectus to the extent that
a statement contained herein, in a Prospectus Supplement or in any other
document subsequently filed with the Commission which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
2
<PAGE>
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents incorporated by
reference, other than exhibits to such documents. Requests should be directed
to Roderic W. Lewis, Vice President of Legal Affairs, General Counsel and
Corporate Secretary, Micron Technology, Inc., 8000 South Federal Way, P.O. Box
6, Boise, Idaho 83707-0006, telephone (208) 368-4000.
THE COMPANY
Micron Technology, Inc. ("Micron" or the "Company") designs, develops,
manufactures and markets semiconductor memory products, primarily DRAM, and,
through its approximately 64% owned subsidiary, Micron Electronics, Inc., the
Company develops, markets, manufactures and supports PC systems. Micron was
incorporated in Idaho in 1978 and reincorporated in Delaware in 1984. The
Company's executive offices and principal manufacturing operations are located
at 8000 South Federal Way, Boise, Idaho, 83707-0006 and its telephone number is
(208) 368-4000.
RISK FACTORS
Prior to making an investment decision with respect to the Common Stock
offered hereby, prospective investors should carefully consider the specific
factors set forth below.
The semiconductor memory industry is characterized by rapid technological
change, frequent product introductions and enhancements, difficult product
transitions, relatively short product life cycles, and volatile market
conditions. These characteristics historically have made the semiconductor
industry highly cyclical, particularly in the market for DRAMs, which are the
Company's primary semiconductor memory products. The semiconductor industry has
a history of declining average sales prices as products mature. Long-term
average decreases in sales prices for semiconductor memory products approximate
30% on an annualized basis; however, significant fluctuations from this rate
have occurred from time to time, as evidenced by the 75% decline in average
selling prices for the Company's semiconductor memory products for 1997 and the
subsequent 25% and 26% declines in average selling prices for the first and
second quarters of 1998 as compared to the preceding quarters.
The selling prices for the Company's semiconductor memory products fluctuate
significantly with real and perceived changes in the balance of supply and
demand for these commodity products. Growth in worldwide supply has outpaced
growth in worldwide demand in recent periods, resulting in a significant
decrease in average selling prices for the Company's semiconductor memory
products. For most of fiscal 1997 the rate at which the Company was able to
decrease per unit manufacturing costs exceeded the rate of decline in average
selling prices, due mainly to a transition to a higher density product.
However, in the fourth quarter of 1997 and the first six months of 1998 the
Company was unable to decrease per unit manufacturing costs at a rate
commensurate with the decline in average selling prices. In the event that
average selling prices continue to decline at a faster rate than that at which
the Company is able to decrease per unit manufacturing costs, the Company could
be materially adversely affected in its operations, cash flows and financial
condition. Although worldwide excess capacity exists, certain Asian competitors
continue to add capacity for the production of semiconductor memory products.
The amount of capacity to be placed into production and future yield
improvements by the Company's competitors could dramatically increase worldwide
supply of
3
<PAGE>
semiconductor memory and increase downward pressure on pricing.
Further, the Company has no firm information with which to determine inventory
levels of its competitors, or to determine the likelihood that substantial
inventory liquidation may occur and cause further downward pressure on pricing.
Worldwide semiconductor pricing is influenced by currency fluctuations. In
calendar 1997 the Korean Won, the New Taiwan Dollar and the Japanese Yen were
devalued significantly, dropping approximately 100%, 20% and 10%, respectively,
compared to the U.S. dollar. The devaluation of these currencies was
particularly severe in the fourth quarter of calendar 1997 and contributed to
the current South Korean credit crisis. South Korean semiconductor competitors
are likely to be particularly affected by the currency devaluations as a result
of substantial debt structures denominated in U.S. dollars. The currency
devaluations and the credit crisis could have a significant adverse impact on
DRAM pricing if the Company's Asian, and particularly Korean, competitors offer
products at significantly lower prices in an effort to maximize cash flows to
service near-term dollar denominated obligations. While the Company cannot
predict the overall impact of the Asian currency devaluations and the Korean
credit crisis, its products may be subject to further downward pricing pressure.
If average selling prices for semiconductor memory products continue to decline,
the Company's results of operations will continue to be adversely affected.
If pricing for the Company's semiconductor products remains at current levels
for an extended period of time or declines further, the Company may be required
to make changes in its operations, including but not limited to, reduction of
the amount or changes in timing of its capital expenditures, renegotiation of
existing debt agreements, reduction of production and workforce levels,
reduction of research and development, or changes in the products produced.
Approximately 70% of the Company's sales of semiconductor memory products
during the second quarter of 1998 were directly into the PC or peripheral
markets. DRAMs are the most widely used semiconductor memory component in most
PC systems. Should the rate of growth of sales of PC systems or the rate of
growth in the amount of memory per PC system decrease, the growth rate for sales
of semiconductor memory could also decrease, placing further downward pressure
on selling prices for the Company's semiconductor memory products. The Company
is unable to predict changes in industry supply, major customer inventory
management strategies, or end user demand, which are significant factors
influencing pricing for the Company's semiconductor memory products. In recent
periods the PC industry has seen a shift in demand towards sub-$1000 PCs. While
the Company cannot predict with any degree of accuracy the future impact on the
PC and semiconductor industry of this shift, possible effects include, but are
not limited to, further downward pricing pressure on PC systems and further
downward pricing pressure on semiconductor memory products.
The Company's operating results are significantly impacted by the operating
results of its consolidated subsidiaries, particularly MEI. MEI's past
operating results have been, and its future operating results may be, subject to
seasonality and other fluctuations, on a quarterly and an annual basis, as a
result of a wide variety of factors, including, but not limited to, industry
competition, MEI's ability to accurately forecast demand for its PC products,
fluctuating market pricing for PCs and semiconductor memory products, MEI's
ability to effectively manage inventory levels, the lead time and inventory
exposure from shipments of products from OEM suppliers, fluctuating component
costs, changes in product mix, inventory obsolescence, the timing of new product
introductions by MEI and its competitors, seasonal government purchasing cycles,
manufacturing and production constraints, the effects of product reviews and
industry awards, seasonal cycles common in the PC industry and critical
component availability. Changing circumstances, including but not limited to,
changes in the Company's core operations, uses of capital, strategic objectives
and market conditions, could result in the Company changing its ownership
interest in its subsidiaries.
4
<PAGE>
The Company is engaged in ongoing efforts to enhance its semiconductor
production processes to reduce per unit costs by reducing the die size of
existing products. The result of such efforts has led to a significant increase
in megabit production. There can be no assurance that the Company will be able
to maintain or approximate increases in megabit production at a level
approaching that experienced in recent periods or that the Company will not
experience decreases in production volume as it attempts to implement future
technologies. Further, from time to time, the Company experiences volatility in
its manufacturing yields, as it is not unusual to encounter difficulties in
ramping latest shrink versions of existing devices or new generation devices to
commercial volumes. The Company's ability to reduce per unit manufacturing costs
of its semiconductor memory products is largely dependent on its ability to
design and develop new generation products and shrink versions of existing
products and its ability to ramp such products at acceptable rates to acceptable
yields, of which there can be no assurance.
The semiconductor memory industry is characterized by frequent product
introductions and enhancements. The Company's transition to SDRAM products
reached approximately 59% of DRAM wafer starts at the end of the second quarter
of 1998. The Company's transition from the 16 Meg to the 64 Meg SDRAM as its
primary memory product is expected to occur in late summer of 1998. It is not
unusual to encounter difficulties in manufacturing while transitioning to shrink
versions of existing products or new generation products. Future gross margins
will be adversely impacted if the Company is unable to efficiently transition to
shrink versions of the 64 Meg SDRAM.
Historically, the Company has reinvested substantially all cash flow from
semiconductor memory operations in capacity expansion and enhancement programs.
The Company's cash flow from operations depends primarily on average selling
prices and per unit manufacturing costs of the Company's semiconductor memory
products. If for any extended period of time average selling prices decline
faster than the rate at which the Company is able to decrease per unit
manufacturing costs, the Company may not be able to generate sufficient cash
flows from operations to sustain operations. The Company has a $500 million
unsecured revolving credit agreement which is available to finance its
semiconductor operations. However, the agreement contains certain restrictive
covenants, including a minimum fixed charge coverage ratio and a maximum
operating losses covenant, which the Company may not be able to meet if
semiconductor market conditions continue to deteriorate. In the event that the
Company does not comply with the covenants, there can be no assurance that the
Company would be able to successfully renegotiate the agreement or obtain a
waiver to the covenants of the existing agreement. In either event, the Company
may not be able to draw on the credit facility. Cash generated by, and credit
lines available to, MEI are not anticipated to be available to finance other MTI
operations.
Completion of the Company's semiconductor manufacturing facility in Lehi, Utah
was suspended in February 1996, as a result of the decline in average selling
prices for semiconductor memory products. As of February 26, 1998, the Company
had invested approximately $655 million in the Lehi facility. The cost to
complete the Lehi facility is estimated to approximate $1.6 billion. Although
additional test capacity for Boise production is anticipated to be provided in
Lehi in 1998, completion of the remainder of the Lehi production facilities is
dependent upon market conditions. Market conditions which the Company expects
to evaluate include, but are not limited to, worldwide market supply and demand
of semiconductor products and the Company's operations, cash flows and
alternative uses of capital. There can be no assurance that the Company will
be able to fund the completion of the Lehi manufacturing facility. The failure
by the Company to complete the facility would likely result in the Company being
required to write off all or a portion of the facility's cost, which could have
a material adverse effect on the Company's business and results of operations.
In addition, in the event that market conditions improve, there can be no
assurance that the Company can commence manufacturing at the Lehi facility in a
timely, cost effective manner that enables it to take advantage
5
<PAGE>
of the improved market conditions.
The semiconductor and PC industries have experienced a substantial amount of
litigation regarding patent and other intellectual property rights. In the
future, litigation may be necessary to enforce patents issued to the Company, to
protect trade secrets or know-how owned by the Company, or to defend the Company
against claimed infringement of the rights of others. The Company has from time
to time received, and may in the future receive, communications alleging that
its products or its processes may infringe on product or process technology
rights held by others. The Company has entered into a number of patent and
intellectual property license agreements with third parties, some of which
require one-time or periodic royalty payments. It may be necessary or
advantageous in the future for the Company to obtain additional patent licenses
or to renew existing license agreements. The Company is unable to predict
whether these license agreements can be obtained or renewed on terms acceptable
to the Company. Adverse determinations that the Company's manufacturing
processes or products have infringed on the product or process rights held by
others could subject the Company to significant liabilities to third parties or
require material changes in production processes or products, any of which could
have a material adverse effect on the Company's business, results of operations
and financial condition.
The Company is dependent upon a limited number of key management and technical
personnel. In addition, the Company's future success will depend in part upon
its ability to attract and retain highly qualified personnel, particularly as
the Company adds different product types to its product line, which will require
parallel design efforts and significantly increase the need for highly skilled
technical personnel. The Company competes for such personnel with other
companies, academic institutions, government entities and other organizations.
In recent periods, the Company has experienced increased recruitment of its
existing personnel by other employers. There can be no assurance that the
Company will be successful in hiring or retaining qualified personnel. Any loss
of key personnel or the inability to hire or retain qualified personnel could
have a material adverse effect on the Company's business and results of
operations.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholder.
SELLING STOCKHOLDER
The following table sets forth the name of the Selling Stockholder, the
number of shares of Common Stock that the Selling Stockholder beneficially owned
as of June 26, 1998, the number of shares of Common Stock beneficially owned by
the Selling Stockholder that may be offered for sale from time to time by this
Prospectus, the number of shares of Common Stock to be beneficially owned by the
Selling Stockholder assuming the sale of all the Common Stock offered hereby and
the percentage of the outstanding shares of the Company's Common Stock to be
beneficially owned by the Selling Stockholder after completion of the offering.
Except as indicated, the Selling Stockholder has not held any position or office
or had a material relationship with the Company or any of its affiliates within
the past three years other than as a result of the ownership of the Company's
Common Stock. The Company may amend or supplement this Prospectus from time to
time to update the disclosure set forth herein.
6
<PAGE>
<TABLE>
<CAPTION>
Prior to the Offering Following the Offering
--------------------- ----------------------
Selling Stockholder Shares Owned Percentage Shares Offered Shares Owned Percentage
------------------- ------------ ---------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Canadian Imperial Bank of
Commerce (1)................ -0- 0% 7,600,000 -0- 0%
</TABLE>
__________________
(1) The Shares being offered by this Prospectus are beneficially owned by J.R.
Simplot & Co. and are to be delivered to Canadian Imperial Bank of Commerce
("CIBC") as collateral for loans from CIBC. Including such Shares, J.R.
Simplot Company beneficially owns an aggregate of 18,699,000 shares of
Common Stock, constituting 8.8% of the shares of Common Stock outstanding
on June 26, 1998. Mr. Don Simplot, a member of the Micron Board of
Directors, may also be deemed to be the beneficial owner of shares
beneficially owned by J.R. Simplot Company. He is a shareholder, a
director and the Corporate Vice President of J.R. Simplot Company and is a
member of its Office of the Chairman.
The preceding table has been prepared based upon the information furnished
to the Company by the Selling Stockholder named therein. Only a Selling
Stockholder identified in the foregoing table who owns the Shares set forth
opposite their name may sell such Shares pursuant to this Registration Statement
of which this Prospectus forms a part. Information concerning such Selling
Stockholder may change from time to time and any such changed information will
be set forth in a Prospectus Supplement if and when necessary.
PLAN OF DISTRIBUTION
In June and July 1996, J.R. Simplot Company and an affiliate entered into
derivative transactions with Canadian Imperial Bank of Commerce ("CIBC")
relating to 7,600,000 of the shares of the Common Stock owned by J.R. Simplot
Company and the affiliate. At that time, CIBC hedged its potential obligations
pursuant to such transactions by engaging, directly or through its affiliates,
in short sales of the Common Stock. Pursuant to a Revolving Loan Agreement and
a Pledge Agreement, each dated June ___, 1998, (the "Loan Agreement" and "Pledge
Agreement," respectively) CIBC has agreed to make revolving loans to J.R.
Simplot Company in the aggregate amount of up to $__________, secured by a
pledge by J.R. Simplot Company of certain shares of Common Stock owned by it.
Pursuant to the Pledge Agreement, CIBC is authorized to rehypothecate the shares
of Common Stock deposited with it as collateral for the revolving loans. The
shares of Common Stock so deposited are the Shares being offered by this
Prospectus. CIBC intends promptly to deliver all of such 7,600,000 pledged
Shares pursuant to this Prospectus to repay stock loans incurred in connection
with existing short sale positions of CIBC and its affiliates in the Common
Stock. J.R. Simplot Company and CIBC have advised the Company that J.R. Simplot
Company will not realize any proceeds from the transfer of the Shares covered by
this Prospectus to CIBC or from their application by CIBC to repay existing
stock loans.
The Shares covered by this Prospectus may be offered and sold from time to
time. In effecting the transactions contemplated by this Prospectus, CIBC and
J.R. Simplot Company will act independently of the Company and, except with
respect to the Loan Agreement and the Pledge Agreement, will act independently
of each other. CIBC and J.R. Simplot Company have advised the Company that they
will act independently of each other in making decisions with respect to the
timing, manner and size of each sale pursuant to this Prospectus.
In effecting sales of the Shares, CIBC may arrange for brokers, dealers or
agents to participate. Brokers, dealers or agents may receive commissions,
discounts or concessions from CIBC in amounts to be negotiated prior to the
sale. Such brokers, dealers or agents and any other participating brokers,
dealers or agents may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any such commissions,
discounts or concessions may be deemed to be underwriting discounts or
commissions under the Securities Act.
The Company has advised J.R. Simplot Company and CIBC that the anti-
manipulation rules of Regulation M under the Exchange Act may apply to sales of
Shares in the market and to the activities of J.R. Simplot Company, CIBC and
their respective affiliates. In addition, the Company will make copies of this
Prospectus available to CIBC and has informed CIBC of the need for delivery of
copies of this Prospectus to purchasers at or prior to the time of any sale of
the Shares offered hereby.
At the time a particular offer of Shares is made, if required, a Prospectus
Supplement will be distributed that will set forth the number of Shares being
offered and the terms of the offering.
7
<PAGE>
There can be no assurance that J.R. Simplot Company will pledge, or that
CIBC will rehypothecate and deliver, all or any of the Shares.
LEGAL OPINIONS
The validity of the Securities is being passed upon for the Company by
Roderic W. Lewis, Esq., Vice President, Legal Affairs, General Counsel and
Corporate Secretary, Micron Technology, Inc., 8000 South Federal Way, P.O. Box
6, Boise, Idaho 83707-0006, Telephone, (208) 368-4517.
EXPERTS
The consolidated balance sheets of Micron Technology, Inc. and subsidiaries
as of August 28, 1997 and August 29, 1996 and the consolidated statements of
operations, shareholders' equity and cash flows for each of the three years in
the period ended August 28, 1997 incorporated herein by reference to the Annual
Report on Form 10-K of Micron Technology, Inc. for the year ended August 28,
1997 have been so incorporated in reliance upon the reports of Coopers &
Lybrand, L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses, other than any underwriting
discount and commissions, in connection with the issuance and distribution of
the Securities being registered. All amounts indicated are estimates (other
than the registration fee).
<TABLE>
<CAPTION>
AMOUNT TO BE PAID
<S> <C>
Registration fee............................................................. $ 51,916
Accounting fees and expenses................................................. 3,000
Printing and engraving....................................................... 4,000
Legal fees and expenses of the registrant.................................... 7,500
Miscellaneous................................................................ 3,584
---------
Total...................................................................
$ 70,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Delaware Law")
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). The registrant's Bylaws provide for mandatory
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by Delaware law. The registrant has entered into
indemnification agreements with its directors and certain of its officers. The
indemnification agreements provide the registrant's directors and elected
officers with further indemnification to the maximum extent permitted by
Delaware law.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
<C> <S>
5.1* Opinion of Roderic W. Lewis, Esq., Vice President, Legal Affairs, General Counsel and Corporate
Secretary
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Roderic W. Lewis, Esq. (included in Exhibit 5.1)
24.1 Powers of Attorney of certain directors and officers of the Company (contained on Page II-4)
</TABLE>
- --------------
* To be filed by amendment.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
1. 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
Act;
(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% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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 the undertakings set forth in clauses (i) and (ii) above
shall not apply if the information required to be included in a post-effective
amendment by these clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act') that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the Act,
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.
2. The undersigned registrant hereby undertakes, that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
3. Insofar as indemnification of liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, 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 Act
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
II-2
<PAGE>
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 Act and will be governed by the final adjudication of
such issue.
II-3
<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 Boise, State of Idaho, on the 26 day of June, 1998.
MICRON TECHNOLOGY, INC.
By /s/ Wilbur G. Stover, Jr.
------------------------------------
Wilbur G. Stover, Jr.
Vice President of Finance
and Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven R. Appleton and Wilbur G. Stover,
Jr., jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-3, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, thereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may 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 the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Steven R. Appleton Chairman of the Board, Chief Executive June 26, 1998
- -------------------------------------- Officer and President
Steven R. Appleton
/s/ Wilbur G. Stover, Jr. Vice President of Finance and Chief June 26, 1998
- -------------------------------------- Financial Officer (Principal Financial
Wilbur G. Stover, Jr. and Accounting Officer)
/s/ James W. Bagley Director June 26, 1998
- --------------------------------------
James W. Bagley
/s/ Jerry M. Hess Director June 26, 1998
- --------------------------------------
Jerry M. Hess
/s/ Robert Lothrop Director June 26, 1998
- --------------------------------------
Robert Lothrop
/s/ Thomas T. Nicholson Director June 26, 1998
- --------------------------------------
Thomas T. Nicholson
Director
- --------------------------------------
Don J. Simplot
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ John R. Simplot Director June 26, 1998
- --------------------------------------
John R. Simplot
/s/ Gordon C. Smith Director June 26, 1998
- --------------------------------------
Gordon C. Smith
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Roderic W. Lewis, Esq. (included in Exhibit 5.1)
24.1 Powers of Attorney of certain directors and officers of the
Company (contained on Page II-4)
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Micron Technology, Inc. on Form S-3 to be filed on June 29, 1998 of our report
dated October 2, 1997 on our audits of the consolidated financial statements of
Micron Technology, Inc. and subsidiaries, as of August 28, 1997 and August 29,
1996 and for each of the three years in the period ended August 28, 1997, which
report is included in the Annual Report on Form 10-K of Micron Technology, Inc.
filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934. We also consent to the reference to our firm under the
caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Boise, ID
June 26, 1998
