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As filed with the Securities and Exchange Commission on March 22, 2000
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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)
W. G. Stover, Jr.
Vice President of Finance and Chief Financial Officer
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83707-0006
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies To:
John A. Fore, Esq.
Wilson Sonsini Goodrich & Rosati, Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(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, please 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. [_]
________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities to be Registered Offering Price (1) (2) Offering Price per Unit Registration Fee
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<S> <C> <C> <C>
Common Stock, $0.10 par value -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Debt Securities -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Total (3)............................................. $1,000,000,000 100% $132,000
=================================================================================================================================
</TABLE>
(1) Or (i) if any Debt Securities are issued at an original issue discount,
such greater principal amount as shall result in an aggregate initial
offering price equal to the amount to be registered or (ii) if any Debt
Securities are issued with a principal amount denominated in a foreign
currency or composite currency, such principal amount as shall result in an
aggregate initial offering price equivalent thereto in United States
dollars at the time of initial offering.
(2) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457(o). Exclusive of accrued interest, if
any, on the Debt Securities.
(3) Pursuant to Rule 429, securities having an aggregate initial offering price
of $500,000,000 are being carried forward from Registration Statement No.
333-18441. $303,031 of the filing fee previously paid in connection with
such registration statement is associated with these securities.
________________
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
The information in this prospectus is not complete and may be changed. We may
not sell the 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 is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, dated March 22, 2000
PROSPECTUS
$1,000,000,000
MICRON TECHNOLOGY, INC.
By this prospectus, we may offer --
Common Stock
Debt Securities
See "Risk Factors" on page 5 for information you should
consider before buying the securities.
_______________
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
_______________
This prospectus may not be used to offer and sell securities unless
accompanied by a prospectus supplement.
_______________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This prospectus is dated , 2000
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SUMMARY
This prospectus is part of a Registration Statement on Form S-3 that
we filed with the Securities and Exchange Commission ("Commission") utilizing a
"shelf" registration process. Under this shelf process, we may sell any
combination of securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described below under the
heading "Where You Can Find More Information."
Micron Technology, Inc.
We were originally incorporated in Idaho in 1978. In 1984, we were
reincorporated in Delaware. Our executive offices are located at 8000 South
Federal Way, Boise, Idaho 83707-0006. Our telephone number is (208) 368-4000.
The Securities We May Offer
We may offer up to $1,000,000,000 of debt securities and common stock.
The prospectus supplement will describe the specific amounts, prices and terms
of these securities.
Debt Securities
We may offer unsecured general obligations in the form of either
senior or subordinated debt. The senior debt securities and the subordinated
debt securities are together referred to in this prospectus as the "debt
securities". The senior debt securities will have the same rank as all of our
other unsecured, unsubordinated debt. The subordinated debt securities will be
entitled to payment only after payment on our senior indebtedness. Senior
indebtedness generally includes all indebtedness for money borrowed by us,
except indebtedness that is stated to be not senior to, or to have the same rank
as, or is expressly junior to the subordinated debt securities.
The senior and subordinated debt securities will be issued under
separate indentures between Micron and Norwest Bank Minnesota, National
Association, as trustee. We have summarized the general features of the debt
from the indentures. We encourage you to read the indentures which are exhibits
to our Registration Statement No. (333-______), our annual report on Form 10-K
and our recent quarterly report on Form 10-Q. Instructions on how you can get
copies of these documents are provided below under the heading "Where You Can
Find More Information."
General Indenture Provisions That Apply to Senior and Subordinated Debt
. Neither indenture limits the amount of debt that we may issue or
provides holders any protection should there be a highly
leveraged transaction involving our company.
. The indentures allow us to merge or to consolidate with another
U.S. entity or convey, transfer or lease our properties and
assets substantially as an entirety to another U.S. entity, so
long as certain conditions are met. If these events occur, the
other company will be required to assume our responsibilities on
the debt, and we will be released from all liabilities and
obligations (except in the case of a lease).
. The indentures provide that holders of a majority of the total
principal amount of the debt outstanding in any series may vote
to change our obligations or your rights concerning the debt. But
to change the payment of principal, interest, or adversely affect
the right to convert or certain other matters, every holder in
that series must consent.
. We may discharge the indentures and defease restrictive covenants
by depositing sufficient funds with the trustee to pay the
obligations when due, as long as certain conditions are met. All
amounts due to you on the debt would be paid by the trustee from
the deposited funds.
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Events of Default
The following are the events of default under the indentures:
. Principal not paid when due,
. Sinking fund payment not made when due,
. Failure to pay interest when due for more than 30 days,
. Covenants not performed within 60 days after receipt of notice,
. Bankruptcy, insolvency or reorganization, and
. Any other event of default in the indenture.
Remedy
Upon an event of default, other than our bankruptcy, insolvency or
reorganization, the trustee or holders of 25% of the principal amount
outstanding in a series may declare principal immediately payable. However, the
holders of a majority of the principal amount may, under certain circumstances,
rescind this action.
General Indenture Provisions That Apply Only to Senior Debt Securities
The indenture relating to the senior debt securities contains covenants
restricting our ability to incur secured debt and enter into sale and leaseback
transactions.
General Indenture Provisions That Apply Only to Subordinated Debt Securities
The subordinated debt securities will be subordinated to all senior
indebtedness.
Common Stock
Common stock holders are entitled to receive dividends declared by the
Board of Directors. Each holder of common stock is entitled to one vote per
share. The holders of common stock have no preemptive rights or cumulative
voting rights.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the
Commission, in accordance with the Securities Exchange Act of 1934. You may read
and copy our reports, proxy statements and other information filed by us at the
public reference facilities of the Commission in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for
further information about the public reference rooms. Our reports, proxy
statements and other information filed with the Commission are available to the
public over the Internet at the Commission's World Wide Web site at
http://www.sec.gov.
The Commission allows us to "incorporate by reference" the information we
filed with them, which means that we can disclose important information by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until our offering is complete.
. Annual Report on Form 10-K for the fiscal year ended September 2,
1999, and
. Quarterly Report on Form 10-Q for the fiscal quarter ended December 2,
1999.
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. The description of our common stock contained in our registration
statement on Form 8-A (No. 1-10658) that became effective on November
28, 1999, and any amendment or report filed for the purpose of
updating this description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Corporate Affairs
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83707-0006
(208) 368-4400
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
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RISK FACTORS
You should carefully consider the risks described below before
participating in this offering. If any of the following risks actually occur,
our business financial condition and operating results could be materially
adversely affected, the trading price of our securities could decline, and you
might lose all or part of your investment.
The volatile nature of the DRAM industry could adversely affect our future
operating results
The DRAM industry is highly volatile. Due to the commodity nature of DRAM
products, when the supply of DRAM products exceeds the demand for such products,
average selling prices for DRAM products decline, sometimes rapidly. In the
past, our operating results have been adversely affected by:
. excess worldwide DRAM supply, and
. declines in average selling prices for DRAM products.
We have experienced dramatic declines in average selling prices for our memory
products which have adversely affected our business
Average selling prices for memory products have decreased approximately 30%
on a long-term, annualized basis. However, significant fluctuations in average
selling prices for our memory products, including DRAM, have occurred from time
to time, as shown in following chart:
Fiscal year to year comparison Average price per megabit decline
------------------------------ ---------------------------------
1999 to 1998 37%
1998 to 1997 60%
1997 to 1996 75%
1996 to 1995 46%
We are unable to predict pricing conditions for any future period. If
average selling prices for our memory products decrease faster than we are able
to decrease our per unit manufacturing costs, our operations, cash flows and
financial condition would be adversely affected.
Increased worldwide DRAM production could lead to further declines in average
selling prices for memory products
We, like our competitors, are constantly seeking to improve yields, reduce
die size and use fewer manufacturing steps in our product design. These types of
improvements result in increases in worldwide supply of DRAM. Increases in
worldwide supply also result from DRAM capacity expansion, either by way of new
facilities being built or a reallocation of existing semiconductor production
capacity to DRAM production. Increases in worldwide supply of DRAM could lead to
further declines in average selling prices for our products and have an adverse
affect on our results of operations and cash flows.
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We sell a majority of our memory products to the personal computer market and
are therefore dependent on the performance of personal computer ("PC") markets
In fiscal 1999, approximately 81% of our sales of memory products were to
PC or peripheral markets. DRAMs are the most widely used semiconductor memory
component in most PCs. If the amount of memory included in each PC decreases or
if the growth rate in sales of PCs decreases, sales of our memory products could
also decrease. This could further decrease average selling prices for our memory
products.
If we are unable to continue to supply our customers with a large percentage of
their memory requirements, our results of operations and cash flows could be
adversely affected
We supply a number of major original equipment manufacturers with more than
30% of their memory requirements. If any of these original equipment
manufacturers reduce their purchases of DRAM from us, our results of operations
and cash flows could be adversely affected.
If we are unable to make adequate capital investments, our results of operations
and cash flows could be adversely affected
In order to develop new product and process technologies, support future
growth, achieve operating efficiencies and maintain product quality, we must
invest significant amounts of capital in manufacturing technology, facilities
and capital equipment, research and development, and product and process
technology. We made approximately $1 billion in capital investments in fiscal
1999. If we are unable to make adequate capital investments, our results of
operations and cash flows could be adversely affected.
Third parties may assert that our products and processes infringe their
intellectual property rights. An adverse determination in this regard could
adversely affect our results of operation and financial condition.
Our success depends in part on our proprietary technology. We intend to protect
our proprietary technology through patents, copyrights and trade secrets. In the
past, the semiconductor and PC industries have experienced a substantial amount
of litigation regarding patent and other intellectual property rights. From time
to time third parties have asserted, and may in the future assert, that our
products or our processes may infringe product or process technology rights held
by others. In this regard, we are currently subject to a patent infringement
suit by Mosel Vitelic, Inc. ("Mosel") in the U.S. District Court for the
District of Delaware. In the suit, Mosel has alleged infringement by us of five
patents held by Mosel. Trial in this matter is currently scheduled for March 27,
2000. If there was a determination that our manufacturing processes or products
infringed on the product or process rights held by others, we could have
significant liabilities to third parties or be required to make material changes
in our production processes. If our products infringed the rights of others or
we had to modify our production processes, our business, results of operations
or financial condition could be materially adversely affected. We have also
entered into a number of patent and intellectual property license agreements
with third parties. Some of these license agreements require us to make one-time
or periodic royalty payments. We may also need to obtain additional patent
licenses or to renew existing license agreements in the future. We are unable to
predict whether these license agreements can be obtained or renewed on terms
acceptable to us. If we are unable to obtain or renew these license agreements
on acceptable terms, our business, results of operations or financial condition
could be materially adversely affected.
If we fail to effectively compete in the highly competitive semiconductor
industry, our results of operations and cash flows will be adversely affected
The semiconductor industry is highly competitive. We face intense
competition from a number of companies, including Hitachi, Ltd., Hyundai
Electronics Industries Co., Ltd., Infineon Technologies AG., NEC Corporation and
Samsung Semiconductor, Inc. Some of these competitors are very large
corporations or conglomerates that may have greater financial resources and a
better ability to withstand downturns in the semiconductor memory market. In
addition, a number of these competitors have historically been able to introduce
new products more quickly than we have. Consolidations in the semiconductor
industry could put us at a further disadvantage against these large competitors.
If we fail to effectively compete in the highly competitive semiconductor
industry, our results of operations and cash flows will be adversely affected.
If we are unable to reduce per unit manufacturing costs, our results of
operations could be adversely affected
Our ability to reduce per unit manufacturing costs of our memory products
depends on our ability to:
. design and develop new generation products,
. reduce the die size of our existing products, and
. increase the production of these products at acceptable rates to
acceptable yields.
If we are unable to address these factors, we may not be able to reduce our per
unit manufacturing costs for our memory products, our results of operations and
cash flows could be adversely affected.
Our results of operations and cash flows could be adversely affected if our
manufacturing process is interrupted
We manufacture our products using processes that are highly complex,
require advanced and costly equipment and must continuously be modified to
improve yields and performance. Difficulties in the manufacturing process can
reduce yields or interrupt production. As a result, we may not be able to
deliver products on time or in a cost-effective manner. If production at a
fabrication facility is interrupted, we may not be able to shift production to
other facilities on a timely basis or customers may purchase products from other
suppliers. In either case, the loss of revenues and damage to the relationship
with our customers could be significant.
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Our manufacturing efficiency may be adversely affected as we transition to
higher bandwidth products
The semiconductor industry is currently transitioning to higher bandwidth
products, including Double Data Rate Synchronous DRAM ("DDR SDRAM") and Direct
Rambus(TM) DRAM ("RDRAM"). We may have trouble achieving the same manufacturing
efficiencies in higher bandwidth products that we have achieved in the past with
our other memory products. Our transition to higher bandwidth products may
adversely impact our:
. productivity levels,
. die per wafer yields,
. backend assembly, and
. test equipment requirements.
Our per megabit production costs may increase as a result of this transition to
higher bandwidth products. If we are unable to successfully transition to higher
bandwidth products, we may not be able to achieve our historical rate of cost
per megabit reductions.
We have enhanced our production processes in recent years which has led to an
increase in megabit production, but we may not be able to continue to increase
production at the same rate in the future
Historically, we have improved our production processes by reducing the die
size of our existing products. As a result, we have decreased our per megabit
production costs and significantly increased our megabit production. However, we
may not be able to maintain this historical rate of increase in megabit
production in the future. In addition, our manufacturing yield or production may
decrease as we implement future technologies. We may also from time to time
experience volatility in our manufacturing yields if we have problems ramping
the latest shrink versions of existing devices or new generation devices to
commercial volumes.
Interruptions in the availability of raw materials could adversely affect our
results of operations
Our semiconductor operations require raw materials that must meet exacting
standards. We generally have more than one source of supply for our raw
materials. However, there are only a limited number of suppliers capable of
delivering raw materials that meet our standards. If there is an increase in
worldwide semiconductor manufacturing, the availability of raw materials may
decrease. For example, silicon wafers, photomasks, chemicals, lead frames and
molding compound may become difficult to obtain if there is an increase in
semiconductor manufacturing. Our operations in the past have not been
interrupted as a result of raw materials shortages. However, shortages may occur
from time to time in the future. Lead times for the supply of raw materials have
also been extended in the past. If our supply of raw materials is interrupted,
our results of operations could be adversely affected.
If our supply of memory products from our joint ventures is interrupted, our
results of operations could be adversely affected
We are partners in two joint ventures that supply us with DRAMs. We have
agreed to purchase all of our joint ventures' production, subject to specified
terms and conditions. These joint ventures have historically required external
financing to fund their operations and to transition to next generation
technology. These joint ventures are also dependent on particular key personnel
and have a limited number of sources for raw materials. Our supply from these
joint ventures would be reduced if:
. they are unable to secure required external financing,
. they experience a loss of key personnel,
. they incur significant interruption in the delivery of raw materials,
or
. there are disruptions in their manufacturing process.
Any reduction of supply, regardless of cause, could adversely affect our results
of operations and cash flows.
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If we are unable to retain existing key employees or are unable to hire new
qualified employees, our operating results could be adversely affected
We depend on a limited number of key management and technical personnel.
Our future success depends in part on our ability to attract and retain highly
qualified personnel in our worldwide operations, particularly as we add
different product types. Competition for skilled management and technical
employees is intense within our industry. Other employers have increased their
recruitment of our existing personnel.
We face risks associated with our international sales and operations that could
adversely affect our operating results
International sales comprised approximately 39% of our consolidated net
sales for the first quarter of fiscal 2000, 29% of our consolidated net sales in
fiscal 1999 and 20% of our consolidated net sales in fiscal 1998. We expect
international sales to continue to increase in the future. In addition, we have
manufacturing operations in Italy, Singapore, Japan and Scotland. Our
international sales and international operations are subject to a variety of
risks, including:
. currency fluctuations, export duties, changes to import and export
regulations and restrictions on the transfer of funds,
. employee turnover and labor unrest,
. longer payment cycles and greater difficulty in collecting accounts
receivable, and
. the burdens and costs of compliance with a variety of international
laws, and political and economic instability.
These factors may adversely impact our business, results of operations and
financial condition.
If our subsidiary Micron Electronics, Inc. fails to effectively compete in the
highly competitive PC and e-services industry, our results of operations could
be adversely affected
Historically, our operations have been affected by the operating results
of Micron Electronics, Inc. ("MEI"), a PC and e-services business. MEI is a
publicly traded company in which we own a majority of the common stock. MEI's
results of operations, and the potential effect upon our results of operations,
are linked to MEI's ability to effectively compete in the PC and e-services
market places. This success depends on many factors, including MEI's ability
to:
. accurately forecast technology trends, design and introduce new PC
products and correctly identify demand for such products,
. effectively manage materials and finished goods inventories,
manufacturing constraints, and component costs,
. gain market share and effectively market PC products directly to end
customers relative to MEI's competitors, and
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. identify value added e-services solutions, build an e-services
infrastructure to deliver such solutions and generate e-services
customers at acceptable margins.
If MEI fails to effectively compete in the PC and e-services industries, our
results of operations could be adversely affected.
We may not be able to generate sufficient cash flow to fund our operations if
average selling prices of memory products decline
Substantially all of our cash flow from semiconductor operations has
historically been invested in capacity expansion and enhancement programs. Our
cash flow from operations depends primarily on average selling prices and per
unit manufacturing costs of our semiconductor memory products. If average
selling prices decline faster than the rate we are able to decrease our per unit
manufacturing costs, we may not be able to generate sufficient cash flows to
sustain our operations. We may not be able to obtain other external sources of
liquidity to fund our operations or our capacity and product and process
technology enhancement programs. If we were unable to obtain additional
financing, we may not be able to make investments in the enhancement programs,
which could materially adversely affect our business, results of operations and
financial condition.
Two of our shareholders own a significant portion of our common stock that could
limit our ability to raise additional equity capital
As of the date of this prospectus, Texas Instruments Incorporated and
Intel Corporation held an aggregate of 44,743,369 shares of common stock,
representing 16% of our total outstanding common stock. We have not registered
these shares with the Commission. However, Texas Instruments and Intel each have
registration rights. Until such time as Texas Instruments and Intel
substantially reduce their common stock holdings, we may be limited in raising
additional financing through equity or equity-linked offerings. As of the date
of this prospectus, we also had outstanding approximately $333 million of
convertible subordinated notes that were issued in June 1997 and are convertible
into approximately 4.9 million shares of our common stock. Texas Instruments
also holds notes with a face value of $740 million which are convertible into
12,333,333 shares of our common stock. Texas Instruments' resale of these notes
could affect our ability to raise capital through the issuance of additional
convertible debt instruments.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under "Risk Factors" and elsewhere in this
prospectus constitute forward-looking statements. These statements involve known
and unknown risks, uncertainties, and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "continue" or the negative of
these terms or other comparable terminology.
Although we believe that the expectations reflected in the forward-
looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of these statements. We
are under no duty to update any of the forward-looking statements after the date
of this prospectus to conform these statements to actual results.
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USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement, the net proceeds
from the sale of securities offered by this prospectus will be used for general
corporate purposes, including capital expenditures and to meet working capital
needs. Pending such uses, we will invest the net proceeds in interest-bearing
securities.
RATIO OF EARNINGS TO FIXED CHARGES
Set forth below is the ratio of earnings to fixed charges for each of the
fiscal years in the five-year period ended September 2, 1999 and for the three
month period ended December 2, 1999. For the purpose of calculating such
ratios, "earnings" consist of income from continuing operations before income
taxes plus fixed charges and "fixed charges" consist of interest expense (net of
capitalized portion), capitalized interest and the interest factor attributable
to rentals.
<TABLE>
<CAPTION>
3 months
Fiscal years ended ended
------------------------------------------------------ ---------
Aug. 31, Aug. 29, Aug. 28, Sept. 3, Sept.2, Dec. 2,
1995 1996 1997 1998 1999 1999
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges........... 105.3x 54.0x 15.2x -- -- 16.6x
</TABLE>
Earnings before fixed charges were inadequate to cover total fixed charges
by $374.4 million for the fiscal year ended September 3, 1998 and $89.4 million
for the fiscal year ended September 2, 1999.
DESCRIPTION OF THE DEBT SECURITIES
The debt securities will either be senior debt securities or subordinated
debt securities. The debt securities will be issued under one or more separate
indentures between us and Norwest Bank Minnesota, National Association, as
trustee. Senior debt securities will be issued under a senior indenture and
subordinated debt securities will be issued under a subordinated indenture.
Together, the senior indenture and subordinated indenture are called indentures.
The prospectus, together with its prospectus supplement, will describe all the
material terms of a particular series of debt securities.
The following is a summary of the most important provisions and definitions
of the indentures. For additional information, you should look at the
applicable indenture that is filed as an exhibit to the registration statement
which includes the prospectus. In this description of the debt securities, the
words "Micron," "we," "us" or "our" refer only to Micron Technology, Inc. and
not to any of our subsidiaries.
General
Debt securities may be issued in separate series without limitation as to
aggregate principal amount. We may specify a maximum aggregate principal amount
for the debt securities of any series. We are not limited as to the amount of
debt securities we may issue under the indentures.
The prospectus supplement will set forth:
. whether the debt securities are senior or subordinated,
. the offering price,
. the title,
. any limit on the aggregate principal amount,
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. the person who shall be entitled to receive interest, if other than
the record holder on the record date,
. the date the principal will be payable,
. the interest rate, if any, the date interest will accrue, the interest
payment dates and the regular record dates,
. the place where payments shall be made,
. any mandatory or optional redemption provisions,
. if applicable, the method for determining how principal, premium, if
any, or interest will be calculated by reference to an index or
formula,
. if other than U.S. currency, the currency or currency units in which
principal, premium, if any, or interest will be payable and whether we
or the holder may elect payment to be made in a different currency,
. the portion of the principal amount that will be payable upon
acceleration of stated maturity, if other than the entire principal
amount,
. if the principal amount payable at stated maturity will not be
determinable as of any date prior to stated maturity, the amount which
will be deemed to be the principal amount,
. any defeasance provisions if different from those described below
under "Satisfaction and Discharge--Defeasance,"
. any conversion or exchange provisions,
. whether the debt securities will be issuable in the form of a global
security,
. any subordination provisions if different from those described below
under "Subordinated Debt Securities,"
. any deletions of, or changes or additions to, the events of default or
covenants, and
. any other specific terms of such debt securities.
Unless otherwise specified in the prospectus supplement:
. the debt securities will be registered debt securities; and
. registered debt securities denominated in U.S. dollars will be issued
in denominations of $1,000 or multiples of $1,000.
Debt securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at time of
issuance is below market rates.
Exchange and Transfer
Debt securities may be transferred or exchanged at the office of the
security registrar or at the office of any transfer agent designated by us. We
will not impose a service charge for any transfer or exchange, but we may
require holders to pay any tax or other governmental charges associated with any
transfer or exchange.
In the event of any potential redemption of debt securities of any series,
we will not be required to:
. issue, register the transfer of, or exchange, any debt security of
that series during a period beginning at the opening of business 15
days before the day of mailing of a notice of redemption and ending at
the close of business on the day of the mailing, or
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. register the transfer of or exchange any debt security of that series
selected for redemption, in whole or in part, except the unredeemed
portion being redeemed in part.
We have initially appointed the trustee as the security registrar. Any
transfer agent, in addition to the security registrar, initially designated by
us will be named in the prospectus supplement. We may designate additional
transfer agents or change transfer agents or change the office of the transfer
agent. However, we will be required to maintain a transfer agent in each place
of payment for the debt securities of each series.
Global Securities
The debt securities of any series may be represented, in whole or in part,
by one or more global securities. Each global security will:
. be registered in the name of a depositary that we will identify in a
prospectus supplement,
. be deposited with the depositary or nominee or custodian, and
. bear any required legends.
No global security may be exchanged in whole or in part for debt securities
registered in the name of any person other than the depositary or any nominee
unless:
. the depositary has notified us that it is unwilling or unable to
continue as depositary or has ceased to be qualified to act as
depositary,
. an event of default is continuing, or
. any other circumstances described in a prospectus supplement.
As long as the depositary, or its nominee, is the registered owner of a
global security, the depositary or nominee will be considered the sole owner and
holder of the debt securities represented by the global security for all
purposes under the indentures. Except in the above limited circumstances,
owners of beneficial interests in a global security will not be:
. entitled to have the debt securities registered in their names,
. entitled to physical delivery of certificated debt securities, and
. considered to be holders of those debt securities under the indenture.
Payments on a global security will be made to the depositary or its nominee
as the holder of the global security. Some jurisdictions have laws that require
that certain purchasers of securities take physical delivery of such securities
in definitive form. These laws may impair the ability to transfer beneficial
interests in a global security.
Institutions that have accounts with the depositary or its nominee are
referred to as "participants." Ownership of beneficial interests in a global
security will be limited to participants and to persons that may hold beneficial
interests through participants. The depositary will credit, on its book-entry
registration and transfer system, the respective principal amounts of debt
securities represented by the global security to the accounts of its
participants.
Ownership of beneficial interests in a global security will be shown on and
effected through records maintained by the depositary, with respect to
participants' interests, or any participant, with respect to interests of
persons held by participants on their behalf.
Payments, transfers and exchanges relating to beneficial interests in a
global security will be subject to policies and procedures of the depositary.
The depositary policies and procedures may change from time to time. Neither we
nor the trustee will
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have any responsibility or liability for the depositary's or any participant's
records with respect to beneficial interests in a global security.
Payment and Paying Agents
The provisions of this paragraph will apply to the debt securities unless
otherwise indicated in the prospectus supplement. Payment of interest on a debt
security on any interest payment date will be made to the person in whose name
the debt security is registered at the close of business on the regular record
date. Payment on debt securities of a particular series will be payable at the
office of a paying agent or paying agents designated by us. However, at our
option, we may pay interest by mailing a check to the record holder. The
corporate trust office will be designated as our sole paying agent.
We may also name any other paying agents in the prospectus supplement. We
may designate additional paying agents, change paying agents or change the
office of any paying agent. However, we will be required to maintain a paying
agent in each place of payment for the debt securities of a particular series.
All moneys paid by us to a paying agent for payment on any debt security
which remain unclaimed for a period ending the earlier of:
. 10 business days prior to the date the money would be turned over to a
state of the United States of America, or
. at the end of two years after the payment was due
will be repaid to us. Thereafter, the holder may look only to us for such
payment.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge into any other person, in a
transaction in which we are not the surviving corporation, or convey, transfer
or lease its properties and assets substantially as an entirety to, any person,
unless:
. the successor, if any, is a U.S. corporation, limited liability
company, partnership, trust or other entity,
. the successor assumes our obligations on the debt securities and under
the indentures,
. immediately after giving effect to the transaction, no default or
event of default shall have occurred and be continuing, and
. certain other conditions are met.
Events of Default
Each indenture defines an event of default with respect to any series of
debt securities as one or more of the following events:
(1) failure to pay principal of or any premium on any debt security of
that series when due,
(2) failure to pay any interest on any debt security of that series for 30
days when due,
(3) failure to deposit any sinking fund payment when due,
(4) failure to perform any other covenant in the indenture continued for
60 days after being given the notice required in the indenture,
(5) our bankruptcy, insolvency or reorganization, and
(6) any other event of default specified in the prospectus supplement.
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An event of default of one series of debt securities is not necessarily an
event of default for any other series of debt securities.
If an event of default, other than an event of default described in clause
(5) above, shall occur and be continuing, either the trustee or the holders of
at least 25% in aggregate principal amount of the outstanding securities of that
series may declare the principal amount of the debt securities of that series to
be due and payable immediately. If an event of default described in clause (5)
above shall occur, the principal amount of all the debt securities of that
series, will automatically become immediately due and payable. Any payment by us
on the subordinated debt securities following any acceleration will be subject
to the subordination provisions described below under "Subordinated Debt
Securities."
After acceleration the holders of a majority in aggregate principal amount
of the outstanding securities of that series may, under certain circumstances,
rescind and annul such acceleration if all events of default, other than the
non-payment of accelerated principal, or other specified amount, have been cured
or waived.
Other than the duty to act with the required care during an event of
default, the trustee will not be obligated to exercise any of its rights or
powers at the request of the holders unless the holders shall have offered to
the trustee reasonable indemnification. Generally, the holders of a majority in
aggregate 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.
A holder will not have any right to institute any proceeding under the
indentures, or for the appointment of a receiver or a trustee, or for any other
remedy under the indentures, unless:
(1) the holder has previously given to the trustee written notice of a
continuing event of default with respect to the debt securities of
that series,
(2) the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made a written request
and have offered reasonable indemnification to the trustee to
institute the proceeding, and
(3) the trustee has failed to institute the proceeding and has not
received direction inconsistent with the original request from the
holders of a majority in aggregate principal amount of the outstanding
debt securities of that series within 60 days after the original
request.
Holders may, however, sue to enforce the payment of principal, premium or
interest on or after the due date without following the procedures listed in (1)
through (3) above.
We will furnish the trustee an annual statement by our officers as to
whether or not we are in default in the performance of the indenture and, if so,
specifying all known defaults.
Modification and Waiver
Micron and the trustee may make modifications and amendments to the
indentures with the consent of the holders of a majority of an aggregate
principal amount of the outstanding securities of each series affected by the
modification or amendment.
However, neither we nor the trustee may make any modification or amendment
without the consent of the holder of each outstanding security of that series
affected by the modification or amendment if such modification or amendment
would:
. change the stated maturity of any debt security,
. reduce the principal, premium, if any, or interest on any debt
security,
. reduce the principal of an original issue discount security or any
other debt security payable on acceleration of maturity,
. change the place of payment or the currency in which any debt security
is payable,
. impair the right to sue for any payment after the stated maturity or
redemption date,
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. if subordinated debt securities, modify the subordination provisions
in a materially adverse manner to the holders of subordinated debt
securities, or
. change the provisions in the indenture that relate to modifying or
amending the indenture.
Satisfaction and Discharge; Defeasance
We may be discharged from our obligations on the debt securities of any
series that have matured or will mature or be redeemed within one year if we
deposit with the trustee enough cash to pay all the principal, interest and any
premium due to the stated maturity date or redemption date of the debt
securities.
Each indenture contains a provision that permits us to elect:
. to be discharged from all of our obligations, subject to limited
exceptions, with respect to any series of debt securities then
outstanding; and/or
. to be released from our obligations under the following covenants and
from the consequences of an event of default resulting from a breach
of these covenants:
(1) the limitations on sale and leaseback transactions under the
senior indenture,
(2) the limitations on secured debt under the senior indenture, and
(3) the subordination provisions under the subordinated indenture.
To make either of the above elections, we must deposit in trust with the
trustee enough money to pay in full the principal, interest and premium on the
debt securities. This amount may be made in cash and/or U.S. government
obligations. As a condition to either of the above elections, we must deliver to
the trustee an opinion of counsel that the holders of the debt securities will
not recognize income, gain or loss for Federal income tax purposes as a result
of the action.
If any of the above events occur, the holders of the debt securities of the
series will not be entitled to the benefits of the indenture, except for
registration of transfer and exchange of debt securities and replacement of
lost, stolen or mutilated debt securities.
Notices
Notices to holders will be given by mail to the addresses of the holders in
the security register.
Governing Law
The indentures and the debt securities will be governed by, and construed
under, the law of the State of New York, without regard to conflicts of laws
principles.
Regarding the Trustee
The indentures limit the right of the trustee, should it become a creditor
of Micron, to obtain payment of claims or secure its claims.
The trustee is permitted to engage in certain other transactions. However,
if the trustee , acquires any conflicting interest, and there is a default under
the debt securities of any series for which they are trustee, the trustee must
eliminate the conflict or resign.
Senior Debt Securities
The senior debt securities will be unsecured and will rank equally with all
of our other unsecured and non-subordinated senior indebtedness.
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Covenants in the Senior Indenture
Limitations on Liens. Neither we nor any restricted subsidiary will issue,
incur, create, assume or guarantee any secured debt without securing the senior
debt securities equally and ratably with or prior to that secured debt unless
the total amount of all secured debt that the senior debt securities are not
secured equally and ratably with, would not exceed 15% of our consolidated net
tangible assets.
Limitations on Sale and Lease-back Transactions. Subject to the last
paragraph of this Section, neither we nor any restricted subsidiary will enter
into any lease longer than three years covering any of our principal property or
any restricted subsidiary that is sold to any other person in connection with
that lease unless either:
(1) we or any restricted subsidiary would be entitled to incur
indebtedness secured by a mortgage on the principal property involved
in such transaction at least equal in amount to the attributable debt
with respect to the lease, without equally and ratably securing the
senior debt securities, pursuant to "Limitation on Liens" described
above, or
(2) an amount equal to the greater of the following amounts is applied
within 180 days to the retirement of our or any restricted
subsidiary's long-term debt or the purchase or development of
comparable property:
. the net proceeds from the sale;
. the attributable debt with respect to the sale and leaseback
transaction.
However, either we or our restricted subsidiaries would be able to enter
into a sale and lease back transaction without being required to apply to net
proceeds from this sale and lease back transaction as required by (2) above if
the sum of the following amounts would not exceed 15% of our consolidated net
tangible assets:
. the total amount of the sale and leaseback transactions, and
. the total amount of secured debt.
Definitions
"attributable debt" with regard to a sale and leaseback transaction means
the lesser of:
(1) the fair market value of such property as determined in good faith by
our board of directors, or
(2) discounted present value of all net rentals under the lease.
"consolidated net tangible assets" means total assets, less reserves and
other properly deductible items, after deducting:
(1) total current liabilities, excluding:
. notes and loans payable,
. current maturities of long-term debt, and
. current maturities of capital leases,
(2) and goodwill, patents and trademarks, to the extent included in total
assets.
"mortgage" means a mortgage, security interest, pledge, lien, charge or
other encumbrance.
"Nonrecourse obligation" means indebtedness substantially related to:
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. the acquisition of assets not previously owned by us or any restricted
subsidiary, or
. the financing of any project involving the development of either
Micron's or any restricted subsidiary's property in which the only
recourse is to the assets acquired with the proceeds of the
transaction or the project financed with the proceeds of the
transaction.
"principal property" means the land, improvements, buildings and fixtures
owned by us or a restricted subsidiary located in the United States that
constitutes our principal corporate office, any manufacturing plant or any
manufacturing facility and has a market value in excess of 2.0% of our
consolidated net tangible assets as of the determination date. Principal
property does not include any property that our board of directors has
determined not to be of material importance to the business conducted by us and
our subsidiaries, taken as a whole.
"restricted subsidiary" means any subsidiary that owns any principal
property. "Restricted subsidiary" does not include:
. any subsidiary primarily engaged in financing receivables or that is
principally engaged in financing Micron's operations outside the
United States, or
. any of our less than 80% owned subsidiaries if the common stock of the
subsidiary is traded on any national securities exchange or quoted on
the Nasdaq National Market or in the over-the-counter markets.
"secured debt" means any of our debt or any debt of a restricted subsidiary
for borrowed money secured by a mortgage on any principal property or any stock
or indebtedness of a restricted subsidiary. Secured debt does not include:
. mortgages on property existing at the time of acquisition of the
property by us or any subsidiary,
. mortgages on property, shares of stock or indebtedness or other assets
of a corporation existing at the time it becomes a restricted
subsidiary,
. mortgages on property, shares of stock or indebtedness existing at the
time of acquisition by Micron or a restricted subsidiary, or mortgages
to secure payment of all or any part of the purchase price, or to
secure any debt within 270 days after the acquisition thereof, or in
the case of property, the completion of construction, improvement or
commencement of substantial commercial operation of the property,
. mortgages to secure indebtedness owing to Micron or to a restricted
subsidiary,
. mortgages existing at the date of the senior indenture,
. mortgages on property of a corporation existing at the time the
corporation is merged or consolidated with us or a restricted
subsidiary,
. mortgages on property of a corporation at the time of a sale or lease
of the properties of a corporation as an entirety or substantially as
an entirety to us or a restricted subsidiary,
. mortgages incurred to finance the acquisition or construction of
property secured by mortgages in favor of the United States or a
political subdivision of the United States,
. mortgages incurred in connection with asset acquisition or a project
financed with a non-recourse obligation, or
. mortgages constituting any extension, renewal or replacement of any
mortgage listed above to the extent the mortgage is not increased.
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Subordinated Debt Securities
The indebtedness evidenced by the subordinated debt securities is
subordinated to the extent provided in the subordinated indenture to the prior
payment in full of all senior indebtedness, including any senior debt
securities.
In the event of any insolvency, bankruptcy, receivership, liquidation,
reorganization, debt restructuring or similar proceeding or liquidation,
dissolution or winding up or any assignment for the benefit of creditors or
marshalling of assets and liabilities, payments on the subordinated debt
securities will be subordinated in right of payment to the prior payment in
full, in cash or other payment satisfactory to the holders of senior
indebtedness, of all senior indebtedness.
As a result of these subordination provisions, in the event of our
liquidation or insolvency, holders of senior indebtedness may receive more,
ratably, and holders of the subordinated debt securities may receive less,
ratably, than our other creditors.
In the event of any acceleration of the subordinated debt securities
because of an event of default, holders of any senior indebtedness would be
entitled to payment in full in cash or other payment satisfactory to the holders
of senior indebtedness, of all senior indebtedness before the holders of
subordinated debt securities are entitled to receive any payment or
distribution.
We are required to promptly notify holders of senior indebtedness if
payment of the subordinated debt securities is accelerated because of an event
of default.
We may also not make payment on the subordinated debt securities if:
. a default in the payment of senior indebtedness occurs and is
continuing beyond any grace period, or
. any other default occurs and is continuing with respect to
designated senior debt that permits holders or their
representatives of designated senior debt to accelerate its
maturity, and the trustee receives a payment blockage notice from
us or some other person permitted to give the notice under the
subordinated indenture.
We may and shall resume payments on the subordinated debt securities:
. in case of a payment default, when the default is cured or waived
or ceases to exist, and
. in case of a nonpayment default, the earlier of when the default
is cured or waived or ceases to exist or 179 days after the
receipt of the payment blockage notice unless the subordination
provisions prohibit such payment.
No new payment blockage period may start unless 365 days have elapsed from
the effectiveness of the prior payment blockage notice. No nonpayment default
that existed or was continuing on the date of delivery of any payment blockage
notice to the trustee shall be the basis for a subsequent payment blockage
notice.
In the case of subordinated debt securities that are convertible at the
option of a holder, the payment, issuance and delivery of cash, property or
securities, other than stock and certain subordinated securities of Micron, upon
conversion of a subordinated debt security will be deemed to constitute payment
on account of the principal of such subordinated debt security.
The subordination provisions will not prevent the occurrence of any event
of default under the subordinated indenture.
If the trustee or any holder receives any payment that should not have been
made to them in contravention of subordination provisions before all senior
indebtedness is paid in full, then such payment will be held in trust for the
holders of senior indebtedness.
Senior debt securities will constitute senior indebtedness under the
subordinated indenture.
Definitions
"designated senior debt" means any senior indebtedness that expressly
provides that it is "designated senior debt."
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"senior indebtedness" means the principal, premium, if any, and interest,
if any, including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization of Micron whether or not such claim for post-
petition interest is allowed in such proceeding on, rent with respect to, and
all fees and other amounts payable in connection with, the following, whether
absolute or contingent, secured or unsecured, due or to become due, outstanding
on the date of the subordinated indenture or thereafter created, incurred or
assumed:
. our indebtedness evidenced by credit or loan agreement, note, bond,
debenture or other written obligation;
. all of our obligations for money borrowed;
. all of our obligations evidenced by a note or similar instrument given
in connection with the acquisition of any businesses, properties or
assets of any kind;
. our obligations as lessee under leases required to be capitalized on
the balance sheet of the lessee under generally accepted accounting
principles;
. our obligations as lessee under other leases for facilities, equipment
or related assets, whether or not capitalized, entered into or leased
after the date of the subordinated indenture, for financing purposes
as determined by Micron;
. our obligations under any lease or related document, including a
purchase agreement, that provides that we are contractually obligated
to purchase or cause a third party to purchase the leased property and
the obligations of Micron under such lease or related document to
purchase or cause a third party to purchase such lease property;
. all of our obligations under interest rate and currency swaps, caps,
floors, collars, hedge agreements, forward contracts, or similar
agreements or arrangements;
. all of our obligations with respect to letters of credit, bankers'
acceptances or similar facilities, including reimbursement obligations
with respect to any of the foregoing;
. all of our obligations issued or assumed as the deferred purchase
price of property or services, excluding trade accounts payable
arising in the ordinary course of business;
. all of our obligations of the type referred to in the above bullets of
another person and all dividends of another person, the payment of
which, in either case, we have either assumed or guaranteed or in
effect guaranteed through an agreement to purchase or otherwise, or
for which we are responsible or liable, directly or indirectly,
jointly or severally, as obligor, guarantor or otherwise, or which is
secured by a lien on our property;
. all of our obligations with respect thereto; and
. renewals, extensions, modifications, replacements, restatements and
refundings of, or any indebtedness or obligation issued in exchange
for, any such indebtedness or obligation described in the above
bullets;
provided, however, that senior indebtedness shall not include subordinated debt
securities or any such indebtedness or obligation if the terms of such
indebtedness or obligation, or the terms of the instrument under which, or
pursuant to which it is issued, expressly provides that such indebtedness or
obligation is not superior in right of payment to the subordinated debt
securities.
"subsidiary" means any corporation of which at least a majority of the
outstanding voting stock is owned by us or by one or more or our other
subsidiaries.
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DESCRIPTION OF CAPITAL STOCK
General
The authorized capital stock of the Company consists of 1,000,000,000
shares of common stock, $0.10 par value ("common stock"), and 32,000,000 shares
of non-voting Class A common stock, $0.10 par value ("Class A common stock"). As
of March 2, 2000, there were 256,948,418 shares of common stock issued and
outstanding, and 15,810,277 shares of Class A common stock were issued and
outstanding. The following summary is qualified in its entirety by reference to
our Certificate of Incorporation and Bylaws.
Common Stock
The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders and are entitled to cumulative
voting in the election of directors. Subject to preferences that may be
applicable to any future preferred stock or any other senior equity, the holders
of common stock are entitled to receive ratably such dividends, if any, as may
be declared from time to time by the board of directors out of funds legally
available therefor. In the event of a liquidation, dissolution or winding up of
Micron, the holders of common stock are entitled to share ratably in all assets
remaining after payment of liabilities, subject to prior rights of preferred
stock, if any, then outstanding. The common stock has no preemptive or
conversion rights or other subscription rights. There are no redemption or
sinking fund provisions available to the common stock. All outstanding shares of
common stock are fully paid and nonassessable.
Class A Common Stock
On October 19, 1998, we issued to Intel Corporation 15,810,277 stock rights
that were later exchanged into non-voting Class A common stock after receipt of
shareholder approval in January 1999. The Class A common stock is convertible
into shares of common stock at a conversion ratio of one-to-one, subject to
adjustment upon the occurrence of certain events or circumstances as described
below. An amount equal to the fair market value of one share of common stock, as
determined in good faith by our board of directors, will be paid in lieu of any
fractional shares. In the event the Class A common stock is transferred to a
person other than Intel or a 90% owned subsidiary of Intel, each share of Class
A common stock will automatically convert into shares of common stock at the
applicable conversion ratio.
The conversion ratio is subject to adjustment:
. in the event of any subdivision, by stock split, stock dividend or
otherwise, of the common stock, or
. any combination of Class A common stock, by reverse stock split or
otherwise, or
. any combination of the common stock, by reverse stock split or
otherwise, or
. any subdivision of Class A common stock by stock split, stock dividend
or otherwise.
The conversion rights are also subject to adjustment in the event of:
. any reorganization, reclassification or change of shares of the common
stock, other than a change in par value or from par value to no par
value as a result of a subdivision or combination, or
. any consolidation of Micron with one or more corporations or a merger
of Micron with another corporation, other than a consolidation or
merger in which Micron is the resulting or surviving corporation and
which does not result in any reclassification or change of outstanding
shares of common stock.
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Anti-Takeover Effects of Delaware Law
Micron is subject to the provisions of Section 203 of the Delaware General
Corporation Law, which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combination with any interested
stockholder for a period of three years following the time that such stockholder
became an interested stockholder, unless:
(1) prior to such time, the board of directors of the corporation approved
either the business combination or the transaction that resulted in
the stockholder becoming an interested stockholder,
(2) upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding for purposes of determining
the number of shares outstanding those shares owned:
. by persons who are directors and also officers, and
. by employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange
offer, or
(3) at or subsequent to such time, the business combination is approved by
the board of directors and authorized at an annual or special meeting
of the stockholders, and not by written consent, by the affirmative
vote of at least 66% of the outstanding voting stock that is not owned
by the interested stockholder.
Section 203 defines "business combination" to include:
(1) any merger or consolidation involving the corporation and the
interested stockholder,
(2) any sale, transfer, pledge or other disposition of 10% or more of the
assets of the corporation involving the interested stockholder,
(3) subject to certain exceptions, any transaction that results in the
issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder,
(4) any transaction involving the corporation that has the effect of
increasing the proportionate share of the stock of any class or series
of the corporation beneficially owned by the interested stockholder,
or
(5) the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by
or through the corporation.
In general, Section 203 defines an "interested stockholder" as any entity or
person beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by such entity or person.
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is Norwest Bank
Minnesota, N.A.
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PLAN OF DISTRIBUTION
We may sell the securities separately or together:
. through one or more underwriters or dealers in a public offering and
sale by them,
. directly to investors, or
. through agents.
We may describe the securities from time to time in one or more
transactions at a fixed price or prices, which may be changed from time to time:
. at market prices prevailing at the times of sale,
. at prices related to such prevailing market prices, or
. at negotiated prices.
We will describe the method of distribution of the securities in the
prospectus supplement.
Underwriters, dealers or agents may receive compensation in the form of
discounts, concessions or commissions from us or our purchasers, as their agents
in connection with the sale of securities. These underwriters, dealers or agents
may be considered to be underwriters under the Securities Act. As a result,
discounts, commissions, or profits on resale received by the underwriters,
dealers or agents may be treated as underwriting discounts and commissions. The
prospectus supplement will identify any such underwriter, dealer or agent, and
describe any compensation received by them from us. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Underwriters, dealers and agents may be entitled to indemnification by us
against certain civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments made by the underwriters,
dealers or agents, under agreements between us and the underwriters, dealers and
agents.
We may grant underwriters who participate in the distribution of securities
an option to purchase additional securities to cover over-allotments, if any, in
connection with the distribution.
All debt securities will be new issues of securities with no established
trading market. Underwriters involved in the public offering and sale of debt
securities may make a market in the debt securities. However, they are not
obligated to make a market and may discontinue market making activity at any
time. No assurance can be given as to the liquidity of the trading market for
any debt securities.
Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us in the ordinary course of business.
LEGAL MATTERS
The validity of the issuance of the securities offered by this prospectus
will be passed upon for Micron Technology, Inc. by Wilson Sonsini Goodrich &
Rosati, Professional Corporation, Palo Alto, California.
EXPERTS
The consolidated financial statements of Micron Technology, Inc.
incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended September 2, 1999, have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
22
<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>
<S> <C>
Registration fee......................................................... $ 132,000
Trustee's fees and expenses.............................................. 25,000
Rating agency fee........................................................ 125,000
Accounting fees and expenses............................................. 75,000
Printing and engraving................................................... 200,000
Transfer agent and registrar fees and expenses........................... 25,000
Blue sky and legal investment fees and expenses.......................... 25,000
Legal fees and expenses of the registrant................................ 350,000
Miscellaneous............................................................ 43,000
-----------
Total.......................................................... $ 1,000,000
===========
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("Delaware Law")
authorized 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 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.
Reference is made to the forms of Underwriting Agreement to be filed as an
exhibit to this Registration Statement as incorporated by reference as an
exhibit to a current Report on Form 8-K for certain provisions regarding
indemnification of officers and directors of the registrant by the several
Underwriters.
Item 16. Exhibits
The following exhibits are filed herewith or incorporated by reference
herein:
Exhibit
Number Exhibit Title
------ -------------
1.1 Form of Underwriting Agreement.*
3.1 Certificate of Incorporation.(1)
3.2 Bylaws.(1)
4.1 Form of Senior Indenture.*
4.2 Form of Subordinated Indenture.*
4.3 Form of Senior Debt Security (included in Exhibit 4.1).*
4.4 Form of Subordinated Debt Security (included in Exhibit 4.2).*
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.*
12.1 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).*
24.1 Power of Attorney of certain directors and officers of Micron
Technology, Inc. (see page II-4 of initial filing of this Form S-
3).
25.1 Form T-1 Statement of Eligibility of Trustee for Senior Indenture
under the Trust Indenture Act of 1939.*
II-1
<PAGE>
Exhibit
Number Exhibit Title
------ -------------
25.2 Form T-1 Statement of Eligibility of Trustee for Subordinated
Indenture under the Trust Indenture Act of 1939.*
__________
* To be filed by amendment or by a report on Form 8-K pursuant to Section 601
of Regulation S-K.
(1) Incorporated by reference to Registrant's Annual Report on Form 10-K for
the fiscal year ended September 2, 1999.
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 Securities Act of 1933 (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 for 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
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-2
<PAGE>
4. The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
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 March 22, 2000.
MICRON TECHNOLOGY, INC.
By: /s/ W. G. Stover, Jr.
-----------------------------------
W. 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 W. G. Stover, Jr.,
and each of them individually, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign the Registration
Statement filed herewith and any or all amendments to said Registration
Statement (including post-effective amendments and registration statements filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended and
otherwise), and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission granting
unto said attorneys-in-fact and agents the full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the foregoing, as full to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his or her substitute, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, on March 22,
2000 this Registration Statement has been signed by the following persons in the
capacities indicated:
<TABLE>
<CAPTION>
Name Title Date
- --------------------------------- ----------------------------------------------------- --------------
<S> <C> <C>
/s/ Steven R. Appleton Chairman of the Board of Directors, Chief Executive March 22, 2000
- ---------------------------------
Steven R. Appleton Officer and President (Principal Executive Officer)
/s/ W. G. Stover, Jr. Vice President of Finance and Chief Financial Officer March 22, 2000
- ---------------------------------
W. G. Stover, Jr. (Principal Financial Officer),
/s/ James W. Bagley Director March 22, 2000
- ---------------------------------
James W. Bagley
/s/ Robert A. Lothrop Director March 22, 2000
- ---------------------------------
Robert A. Lothrop
/s/ Thomas T. Nicholson Director March 22, 2000
- ---------------------------------
Thomas T. Nicholson
/s/ Don J. Simplot Director March 22, 2000
- ---------------------------------
Don J. Simplot
/s/ Gordon C. Smith Director March 22, 2000
- ---------------------------------
Gordon C. Smith
</TABLE>
II-4
<PAGE>
Name Title Date
- ------------------------------ ------------- --------------
/s/ William P. Weber Director March 22, 2000
- ------------------------------
William P. Weber
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Title
------ -------------
1.1 Form of Underwriting Agreement.*
3.1 Certificate of Incorporation.(1)
3.2 Bylaws.(1)
4.1 Form of Senior Indenture.*
4.2 Form of Subordinated Indenture.*
4.3 Form of Senior Debt Security (included in Exhibit 4.1).*
4.4 Form of Subordinated Debt Security (included in Exhibit 4.2).*
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.*
12.1 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).*
24.1 Power of Attorney of certain directors and officers of Micron
Technology, Inc. (see page II-4 of initial filing of this Form S-
3).
25.1 Form T-1 Statement of Eligibility of Trustee for Senior Indenture
under the Trust Indenture Act of 1939.*
25.2 Form T-1 Statement of Eligibility of Trustee for Subordinated
Indenture under the Trust Indenture Act of 1939.*
__________
* To be filed by amendment or by a report on Form 8-K pursuant to Section
601 of Regulation S-K.
(1) Incorporated by reference to Registrant's Annual Report on Form 10-K for
the fiscal year ended September 2, 1999.
II-6
<PAGE>
EXHIBIT 12.1
MICRON TECHNOLOGY, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in millions except ratio amounts)
<TABLE>
<CAPTION>
Years ended
-----------------------------------------------------------------
3 months
ended
Aug. 31, Aug. 29, Aug. 28, Sept. 3, Sept. 2, Nov.2,
1995 1996 1997 1998 1999 1999
--------- -------- --------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax income before adjustment for minority
interests or loss from equity investees $ 1,362.0 $ 958.9 $ 590.4 $ (358.9) $ (87.2) $533.6
Total fixed charges 13.0 17.9 41.2 69.9 91.7 34.1
Less: Interest capitalized during the period (5.0) (7.8) (6.0) (15.5) (2.2) (0.7)
--------- ------- -------- --------- -------- ------
Total earnings (losses) before fixed charges $ 1,370.0 $ 969.0 $ 625.6 $ (304.5) $ 2.3 $567.0
========= ======= ======== ========= ======== ======
Interest expense $ 7.3 $ 8.6 $ 32.9 $ 49.7 $ 83.6 $ 31.7
Interest capitalized during the period 5.0 7.8 6.0 15.5 2.2 0.7
Interest attributable to rentals 0.7 1.5 2.3 4.7 5.9 1.8
--------- ------- -------- --------- -------- ------
Total fixed charges $ 13.0 $ 17.9 $ 41.2 $ 69.9 $ 91.7 $ 34.1
========= ======= ======== ========= ======== ======
Ratio of earnings to fixed charges (1) 105.3x 54.0x 15.2x -- -- 16.6x
</TABLE>
(1) Earnings before fixed charges were inadequate to cover total fixed charges
by $374.4 million and $89.4 million for the years ended September 3, 1998
and September 2, 1999, respectively.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated October 4, 1999 relating to the
financial statements and the financial statement schedule, which appears in
Micron Technology Inc.'s Annual Report on Form 10-K for the year ended September
2, 1999. We also consent to the references to us under the headings "Experts" in
such Registration Statement.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
Boise, ID
March 22, 2000
