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Securities and Exchange Commission,
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2*
Micron Electronics, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
595 100 10 8
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(CUSIP Number)
W.G. Stover, Jr.
V.P of Finance and Chief Financial Officer
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83716-9632
Telephone: (208) 368-4000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 18, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
* The remainder of this cover page shall be filled out for a Company's initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 595 100 10 8 PAGE 2 OF 9 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Micron Technology, Inc. 75-1618004
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
58,622,863
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
58,622,863
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
58,622,863
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
60.7%
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TYPE OF REPORTING PERSON*
14
CO
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Schedule 13D
Item 1. Security and Issuer.
(a) The title of the class of equity securities to which this statement relates
is: common stock, par value $.01 per share (the "MEI Common Stock").
(b) The name and address of the principal executive offices of the issuer of
such securities is: Micron Electronics, Inc. ("MEI"), 900 East Karcher
Road, Nampa, Idaho 83687.
Item 2. Identity and Background.
(a) Name of Person Filing: Micron Technology, Inc. ("Micron")
(b) Address of Principal Business Office: 8000 South Federal Way, Boise, Idaho
83716-9632.
(c) Principal Business: Design, development, manufacture and marketing of
semiconductor memory products and personal computer systems.
(d) Criminal Proceedings: During the last five years, neither Micron nor any
executive officer or director of Micron has been convicted in any criminal
proceeding.
(e) Civil Proceedings: During the last five years, neither Micron nor any
executive officer or director of Micron has been party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Place of Organization: Delaware.
Attached hereto as Appendix A is information required by this Item 2 with
respect to the executive officers and directors of Micron.
Item 3. Source and Amount of Funds or Other Consideration.
On April 7, 1995, pursuant to an Agreement of Merger dated October 30, 1994, as
amended (the "Merger Agreement"), Micron Computer, Inc., an Idaho corporation
("MCI"), and Micron Custom Manufacturing Services, Inc., an Idaho corporation
("MCMS"), merged (the "Merger") with and into ZEOS International, Ltd., a
Minnesota corporation ("ZEOS"). In accordance with the Merger Agreement, at the
effective time of the Merger all outstanding shares (other than dissenting
shares) of Class A Common Stock of MCI, Class B Common Stock of MCI and Common
Stock of MCMS were converted into shares of Common Stock of ZEOS and ZEOS's name
was changed to "Micron Electronics, Inc." Micron was previously the parent
corporation of MCI and MCMS. As a result of the Merger, Micron's shares of MCI
and MCMS Common Stock were converted into an aggregate of 73,312,863 shares of
MEI Common Stock, of which Micron has previously sold 12,430,000 shares.
On October 1, 1999, Articles of Incorporation were filed for the Micron
Technology Foundation, Inc. (the "Foundation"). The Foundation was organized
for charitable, educational and scientific purposes, including, for such
purposes, the making of distributions to organizations that qualify as exempt
organizations under section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code.
On October 18, 1999, Micron donated 1,900,000 shares of MEI Common Stock to the
Foundation and on March 14, 2000, Micron donated an additional 360,000 shares of
MEI Common Stock to the Foundation, for a total of 2,260,000 shares (the
"Donated Shares").
From October 28, 1999 to May 8, 2000, in ordinary, brokered transactions
pursuant to Rule 144, the Foundation sold a total of 1,445,000 of the Donated
Shares at an average price of $11.59 per share for total of $16,753,148.50
(before brokerage commissions).
Item 4. Purpose of Transaction.
From time to time, the Foundation is expected to liquidate all or a portion of
the Donated Shares through one or more sales pursuant to public or private
offerings or otherwise in order to directly fund charitable activities and to
build a diversified investment fund for future funding of charitable activities,
depending upon the Foundation's
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evaluation of market conditions, market price, alternative investment
opportunities, liquidity needs and other factors. The Foundation may determine
to retain some portion of the Donated Shares as an investment.
Micron presently holds its 58,622,863 shares of MEI Common Stock (the
"Securities") as an investment. Depending upon Micron's evaluation of market
conditions, market price, alternative investment opportunities, liquidity needs
and other factors, Micron will from time to time explore opportunities for
liquidating all or a portion of the Securities, through one or more sales
pursuant to public or private offerings or otherwise. Micron may donate all or a
portion of the Securities to the Foundation or other institutions. Micron may
determine to retain some portion of the Securities as an investment.
Item 5. Interest in Securities of MEI.
(a) Number of Shares Beneficially owned:
As of the date of this Amendment No. 2 to Schedule 13D, Micron Technology,
Inc. beneficially owns 58,622,863 shares of MEI common stock. To the best
of the knowledge of Micron no director or executive officer of Micron is
the beneficial owner of any shares of MEI common Stock, except that Joel J.
Kocher, Chairman, President and CEO of MEI, holds options exercisable
within 60 days of the date of this Amendment No. 2 to Schedule 13D to
purchase an aggregate of 320,000 shares of MEI Common Stock and Roderic W.
Lewis, Micron's Vice President of Legal Affairs, General Counsel and
Corporate Secretary, holds options exercisable within 60 days of the date
of this Amendment No. 2 to Schedule 13D to purchase an aggregate of 49,000
shares of MEI Common Stock. Mr. Kocher also holds options to purchase an
additional 100,000 shares of MEI Common Stock which will vest after
completion of seven years of employment with MEI (January 13, 2005), but
which are subject to immediate vesting if MEI achieves certain performance
criteria. Micron disclaims beneficial ownership of the shares of MEI Common
Stock held by Mr. Kocher and Mr. Lewis.
The Foundation is a nonprofit corporation with no members. It is managed by
a self-electing board of directors. As of the date of this Amendment No. 2
to Schedule 13D, the directors of the Foundation are Steven R. Appleton,
Kipp A. Bedard, D. Mark Durcan, Roderic W. Lewis and Wilbur G. Stover, Jr.,
all of whom are officers or directors of Micron. There is no agreement,
formal or informal, between Micron and the Foundation to act as a group
with respect to Micron Electronics, Inc. common stock. In addition, the
Foundation's Articles of Incorporation and the Internal Revenue Code
require that the Foundation only undertake charitable, educational and
scientific activities, including, for such purposes, the making of
distributions to organizations that qualify as exempt organizations under
section 501(c)(3) of the Internal Revenue Code, or the corresponding
section of any future federal tax code. The Articles of Incorporation of
the Foundation and the Internal Revenue Code require that upon dissolution
of the Foundation, the assets of the Foundation shall be distributed for
one or more exempt purposes within the meaning of Section 501(c)(3) of the
Internal Revenue Code, or corresponding section of any future Federal tax
code, or shall be distributed to the Federal government, or to a state or
local government, for a public purpose. Micron disclaims beneficial
ownership of the shares of MEI Common Stock held by the Foundation.
Percent of Class: 60.7% (based upon 96,559,455, the number of shares of MEI
Common Stock Outstanding reported as of April 3, 2000 in MEI's Form 10-Q
for the quarterly period ended March 2, 2000).
(b) Number of shares as to which there is sole power to vote or to direct the
vote, sole power to dispose or to direct the disposition, or shared power
to dispose or to direct the disposition: 58,622,863.
(c) Other than the donation of the Donated Shares to the Foundation described
herein, Micron has not engaged in any transactions involving MEI Common
Stock during the sixty day period before the date of this Amendment No. 2
to Schedule 13D.
(d) No other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Securities.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of MEI.
None.
Item 7. Material to be Filed as Exhibits.
None.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Micron Technology, Inc.
Date: May 12, 2000
Signature: /s/ W.G. Stover, Jr.
Name/Title: W.G. Stover Jr./Vice President of Finance and CFO
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Appendix A
DIRECTORS
The following is a list of all members of the Board of Directors of Micron
Technology, Inc. All directors are United States citizens.
Name: Steven R. Appleton
Business Address: 8000 South Federal Way
Boise, ID 83716-9632
Principal Occupation: Chairman, Chief Executive Officer and President of
Micron Technology, Inc.
Name, principal business Micron Technology, Inc., a manufacturer of
and address of corporation semiconductor
memory products or other 8000 South Federal Way
organization on Boise, ID 83716-9632
which employment is
conducted:
Name: James W. Bagley
Business Address: 4650 Cushing Parkway
Fremont, CA 94538
Principal Occupation: Chairman and Chief Executive Officer of Lam
Research Corporation
Name, principal business Lam Research Corporation, a manufacturer of
and address of corporation semiconductor processing equipment
or other organization on 4650 Cushing Parkway
which employment is Fremont, CA 94538
conducted:
Name: Robert A. Lothrop
Business Address: 3308 Catalina
Boise, ID 83705
Principal Occupation: Retired, former Senior Vice President of
J.R. Simplot Company
Name, principal business
and address of corporation
or other organization on
which employment is
conducted:
Name: Thomas T. Nicholson
Business Address: 1015 Olive Way
Seattle, WA 98101-1894
Principal Occupation: Vice President and member of the Board of
Directors of Honda of Seattle
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Name, principal business Honda of Seattle, a car dealership
and address of corporation 1015 Olive Way
or other organization on Seattle, WA 98101-1894
which employment is
conducted:
Name: Don J. Simplot
Business Address: P.O. Box 27
Boise, ID 83707-0027
Principal Occupation: Corporate Vice President and member of the Office
of the Chairman of J. R. Simplot Company
Name, principal business J. R. Simplot Company, an agribusiness
and address of corporation P.O. Box 27
or other organization on Boise, ID 83707-0027
which employment is
conducted:
Name: Gordon C. Smith
Business Address: 42874 Old Wingville Road
Baker City, OR 97814
Principal Occupation: President of Wesmar, Inc.
Name, principal business Wesmar, Inc., a franchise of Wendy's Restaurants
and address of corporation 42874 Old Wingville Road
or other organization on Baker City, OR 97814
which employment is
conducted:
Name: William P. Weber
Business Address: 3921 Euclid Avenue
Dallas, TX 75205
Principal Occupation: Retired, former Vice Chairman of Texas Instruments
Incorporated
Name, principal business
and address of corporation
or other organization on
which employment is
conducted:
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list of all executive officers of the Micron Technology,
Inc., excluding executive officers who are also directors, information about
which is listed in the director portion of this Appendix A. Unless otherwise
indicated, each officer's business address is 8000 South Federal Way, Boise, ID
83716-9632, which address is Micron's business address. All executive officers
are United States citizens.
<TABLE>
<CAPTION>
Name Position
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<S> <C>
Kipp A. Bedard Vice President of Corporate Affairs
Robert M. Donnelly Vice President of Memory Products
D. Mark Durcan Chief Technical Officer and Vice President of Research & Development
Jay L. Hawkins Vice President of Operations
Joel J. Kocher Chairman, Chief Executive Officer and President of Micron Electronics, Inc.
Roderic W. Lewis Vice President of Legal Affairs, General Counsel and Corporate Secretary
Michael W. Sadler Vice President of Sales and Marketing
Wilbur G. Stover, Jr. Chief Financial Officer and Vice President of Finance
</TABLE>
