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As filed with the Securities and Exchange Commission on July 9, 1999
Registration no. 333-________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1618004
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 South Federal Way
Boise, Idaho 83716-9632
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(Address of Principal Executive Offices) (Zip Code)
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Micron Technology, Inc. MQD Stock Bonus Plan
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(Full title of the plan)
Steven R. Appleton
Chairman of the Board, Chief Executive Officer and President
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83716-9632
(Name and address of agent for service)
208-368-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee(2)
Common Stock
$.10 par value
per Share 70,645 $41.96875 $2,964,882 $824
(1) Estimated in accordance with Rules 457(c) and 457(h) of Regulation C solely
for the purpose of calculating the registration fee on the basis of
$41.96875 per share, average of the high and low price of the Registrant's
Common Stock as reported on the New York Stock Exchange on July 1, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
(a) The Company's latest Annual Report on Form 10-K for the year ended
September 3, 1998, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") (File No. 1-10658).
(b) The Company's latest Quarterly Report on Form 10-Q for the quarter
ended March 4, 1999, filed pursuant to Section 13(a) of the 1934 Act (File No.
1-10658).
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed November 9, 1990 pursuant to
Section 12(b) of the 1934 Act (File No. 1-10658), including any amendment or
report filed with the Securities and Exchange Commission for the purpose of
updating such description.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors or stockholders 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 "Securities Act") and for liabilities arising from other state
and federal causes of action. Section 11 of the Company's Certificate of
Incorporation and Article VII of the Company's Bylaws provide for the mandatory
indemnification of its officers, directors, employees and agents to the extent
permitted by Delaware General Corporation Law. The Company has entered into
agreements with its officers, directors and certain key employees implementing
such indemnification.
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Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Exhibit
Number
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4.8 Micron Technology, Inc. MQD Stock Bonus Plan
5.1 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement 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.
(2) That, for the purpose of determining any liability under the
Securities 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.
(b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boise, State of Idaho, on this 9th day of July, 1999.
MICRON TECHNOLOGY, INC.
/s/ Wilbur G. Stover, Jr.
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By: Wilbur G. Stover, Jr.
Vice President of Finance,
and Chief Financial Officer
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POWER OF ATTORNEY
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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-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Steven R. Appleton Chairman of the Board, Chief July 9, 1999
- --------------------------- Executive Officer and President
Steven R. Appleton (Principal Executive Officer)
/s/ Wilbur G. Stover, Jr. Vice President of Finance and July 9, 1999
- --------------------------- Chief Financial Officer (Principal
Wilbur G. Stover, Jr. Financial and Accounting Officer)
/s/ James W. Bagley Director July 9, 1999
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James W. Bagley
/s/ Robert A. Lothrop Director July 9, 1999
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Robert A. Lothrop
/s/ Thomas T. Nicholson Director July 9, 1999
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Thomas T. Nicholson
/s/ Don J. Simplot Director July 9, 1999
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Don J. Simplot
/s/ Gordon C. Smith Director July 9, 1999
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Gordon C. Smith
/s/ William P. Weber Director July 9, 1999
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William P. Weber
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EXHIBIT INDEX
Exhibit
Number Description
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4.8 Micron Technology, Inc. MQD Stock Bonus Plan.
5.1 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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Exhibit 4.8
Micron Technology, Inc.
MQD Stock Bonus Plan
In connection with the merger of Micron Quantum Devices, Inc. ("MQD")
into Micron Technology, Inc. ("MTI") on February 18, 1998 (the "Merger"), the
Board of Directors of MTI (the "Board") approved a $3.75 million Flash Product
Group Incentive Program for key employees of MQD. As part of that program, the
Board agreed to issue 55% of the aggregate program amount in the form of MTI
Common Stock. This "MQD Stock Bonus Plan" (the "Plan") sets forth the
guidelines for issuing such stock.
1. The purpose of the Plan is to retain key personnel from MQD and
thereby promote the success of MTI.
2. 70,645 shares of MTI Common Stock, $0.10 par value, are reserved for
issuance under this Plan. The number of shares reserved for issuance
under this Plan, as well as the number of shares which may be earned
by each Eligible Employee, shall be proportionately adjusted in the
event of a stock split, reverse stock split, stock dividend or
similar transaction in which there is an increase or decrease in the
number of issued shares of MTI Common Stock without receipt of
consideration by MTI.
3. Certain individuals who have been identified by the Board and who
were employees of MQD prior to the Merger and are currently
employees of MTI are eligible to participate in this Plan. These
employees are collectively referred to herein as the "Eligible
Employees."
4. Stock awards pursuant to the Plan are contingent upon the
achievement of various milestone goals established by the Vice
President of Flash Memory Products and the Chief Executive Officer
of MTI. Such milestones and the pay-out dates related thereto, as
well as the specific terms of each award made pursuant to this Plan
shall be delivered to each Eligible Employee in the form of a memo
from the Vice President of Flash Memory Products of MTI.
5. Eligible Employees must be employed by MTI on an actual pay-out date
to receive shares granted pursuant to the Plan. In the event that an
eligible employee is not employed by MTI on a pay-out date, the
shares to which he or she was otherwise entitled to may be
reallocated by Vice President of Flash Memory Products and the Chief
Executive Officer of MTI to the other Eligible Employees as the
Board shall determine in its absolute discretion.
6. Until the shares of MTI Common Stock are issued to an Eligible
Employee (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no
right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to such shares. Once shares of
MTI Common Stock are issued to an Eligible Employee, he or she shall
have all the rights of a shareholder of the Company. No adjustment
shall be made for a dividend or other right for which the record
date is prior to the date of such issuance, except as provided in
Section 2 above.
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7. In the event of a merger of MTI with or into another corporation, or
the sale of substantially all of MTI's assets, each Eligible
Employee's rights to acquire shares of MTI Common Stock hereunder
shall be assumed or an equivalent right substituted by the successor
corporation or its parent or subsidiary corporation.
8. Issuance of shares pursuant to the Plan is subject to the
profitability of MTI in the fiscal quarter ended immediately prior
to the scheduled pay-out date. In the event that shares are not
issued because of a lack of profitability, then the actual pay-out
date will be following the first profitable quarter which ends after
the initially scheduled pay-out date.
9. The Plan shall be administered by the Board or a committee thereof.
The Board shall have the sole authority and discretion to interpret
the provisions of the Plan and to make all determinations necessary
or advisable to administer the Plan. The Board's decisions,
determinations and interpretations regarding the Plan shall be final
and binding upon all Eligible Employees.
10. The rights granted to Eligible Employees hereunder to acquire shares
of MTI Common Stock may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner, other than
by will or by the laws of descent or distribution.
11. The Plan is subject to change or cancellation at any time by the
Board.
12. Shares shall not be issued pursuant to the Plan unless the issuance
and delivery of such shares complies with all applicable laws and
the requirements of any stock exchange or quotation system upon
which the Shares may be listed or quoted.
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Exhibit 5.1
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
WWW.WSGR.COM
July 8, 1999
Micron Technology, Inc.
8000 South Federal Way
Boise, ID 83707-0006
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities Exchange Commission on or about July 9, 1999 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 70,645 shares of your Common Stock
reserved for issuance under the Micron Technology, Inc. MQD Stock Bonus Plan
(the "Plan"). As your legal counsel, we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of said shares.
It is our opinion that, upon completion of the proceedings being taken,
or contemplated by us as your counsel to be taken by you, prior to issuance of
the shares pursuant to the Registration Statement, including the Prospectus
constituting part of and incorporated by reference into the Registration
Statement, and upon completion of the proceedings being taken in order to
permit such transactions to be carried out in accordance with the securities
laws of the various states where required, the shares, when issued and sold in
the manner referred to in the Plan and the agreements which accompany the
Plan, and in accordance with the Company's Certificate of Incorporation, will
be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and amendment thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 28, 1998, except the
Subsequent Event Note which is as of October 19, 1998, relating to the financial
statements, and financial statement schedule, which appear in the 1998 Annual
Report on Form 10-K (File No. 1-01658) of Micron Technology, Inc., as of
September 3, 1998 and August 28, 1997 and for each of the three years in the
period ended September 3, 1998.
/s/ PricewaterhouseCoopers LLP
Boise, Idaho
July 7, 1999
