As filed with the Securities and Exchange Commission on October 26, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
Micron Electronics, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-1404301
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
900 East Karcher Road, Nampa, Idaho 83687
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(Address of Principal Executive Offices) (Zip Code)
1995 Stock Option Plan
1995 Employee Stock Purchase Plan
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(Full Title of the Plan)
Joseph M. Daltoso
Chairman of the Board, Chief Executive Officer and President
Micron Electronics, Inc.
900 East Karcher Road
Nampa, Idaho 83687
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(Name and Address of Agent for Service)
(208) 465-3434
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee
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Common Stock
$.01 par value
Reserved under
the 1995 Stock
Option Plan 5,000,000 (2) $21.188 $105,940,000 $36,532
Reserved under
the 1995 Employee
Stock Purchase Plan 2,500,000 (3) $18.010 $45,025,000 $15,526
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the filing fee on the basis of $21.188 per share, which
is the average of the high and low prices of the Common Stock
reported on The Nasdaq Stock Market on October 23, 1995.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the filing fee on the basis of 85% of $21.188, which is
the average of the high and low prices of the Common Stock reported
on The Nasdaq Stock Market on October 23, 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference herein the following
documents and information heretofore filed with the Securities and
Exchange Commission:
1. The Company's latest Annual Report on Form 10-K for the year
ended August 31, 1995, filed pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act").
2. The Company's Forms 8-K filed September 15, 1995 and October
16, 1995, and the Company's Form 10-Q/A filed October 18, 1995,
filed pursuant to Section 13 or Section 15(d) of the 1934 Act.
3. The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, filed August 16,
1989 pursuant to Section 12(b) of the 1934 Act. (File No. 0-17932)
All documents filed by the Company pursuant to Sections 13, 14
and 15(d) of the 1934 Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in the Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors or Officers.
Section 302A.521 of the Minnesota Business Corporation Act
authorizes a corporation's Board of Directors to grant indemnity
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. Article IX of the Company's
Bylaws provides for indemnification of its directors, officers,
employees and other agents to the extent permitted by the Minnesota
Business Corporation Act. The Company has entered into
indemnification agreements with its officers and directors
which provide the Company's officers and directors with further
indemnification to the maximum extent permitted by the Minnesota
Business Corporation Act.
Item 7. Exemption From Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description
- ------- -----------
4.1 1995 Stock Option Plan of Micron Electronics, Inc.
(Incorporated by reference to Exhibit 10.35 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 1, 1995)
4.2 1995 Employee Stock Purchase Plan of Micron Electronics,
Inc. (Incorporated by reference to Exhibit 10.36 to the
Company's Quarterly Report on Form 10-Q for the period
ended June 1, 1995)
5.1 Opinion of Dorsey & Whitney P.L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Dorsey & Whitney P.L.L.P. (contained in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
that 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 actions, 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.
<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-8 and has duly caused this registrant
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Nampa, State of
Idaho, on this 25th day of October, 1995.
MICRON ELECTRONICS, INC.
By: /s/ T. Erik Oaas
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T. Erik Oaas
Vice President, Finance and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joseph M.
Daltoso and T. Erik Oaas, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file the
same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date
indicated.
Signature Title Date
/s/ Steven R. Appleton Director October 25, 1995
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Steven R. Appleton
/s/ Joseph M. Daltoso Chairman of the Board, Chief October 25, 1995
- ------------------------- Executive Officer and
Joseph M. Daltoso President
/s/ Jerry M. Hess Director October 25, 1995
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Jerry M. Hess
/s/ Robert A. Lothrop Director October 25, 1995
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Robert A. Lothrop
/s/ T. Erik Oaas Vice President, Finance and October 25, 1995
- ------------------------- Chief Financial Officer
T. Erik Oaas (Principal Financial and
Accounting Officer) and
Director
/s/ John R. Simplot Director October 25, 1995
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John R. Simplot
/s/ Gregory D. Stevenson Executive Vice President, October 25, 1995
- ------------------------- Operations and Director
Gregory D. Stevenson
Chairman of the Board, Chief
- ------------------------- Executive Officer and
Robert F. Subia President of Micron Custom
Manufacturing Services, Inc.
(a wholly-owned subsidiary)
and Director
EXHIBIT 5.1
Micron Electronics, Inc.
900 East Karcher Road
Nampa, Idaho 83687
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as local counsel to Micron
Electronics, Inc., a Minnesota corporation (the "Company"),
in connection with a Registration Statement on Form S-8
relating to the sale by the Company from time to time of up
to 7,500,000 shares (the "Shares") of Common Stock, $.01 par
value (the "Common Stock"), of the Company, initially
issuable pursuant to the Company's 1995 Employee Stock
Purchase Plan (the "ESPP Plan") and upon the exercise of
stock options granted pursuant to the Company's 1995 Stock
Option Plan (the "Option Plan") (the ESPP Plan and the
Option Plan shall be referred to herein as the "Plans").
We have examined such documents and have reviewed
such questions of law as we have considered necessary and
appropriate for the purposes of the opinions set forth
below.
In rendering our opinions set forth below, we have
assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the
conformity to authentic originals of all documents submitted
to us as copies. We have also assumed the legal capacity
for all purposes relevant hereto of all natural persons and,
with respect to all parties to agreements or instruments
relevant hereto other that the Company, that such parties
had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements
or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or
otherwise), executed and delivered by such parties and that
such agreements or instruments are the valid, binding and
enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon
certificates of officers of the Company and public
officials.
Based on the foregoing, we are of the opinion that
the Shares have been duly authorized and, upon issuance,
delivery and payment therefor in accordance with the terms
of the Plans, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the
laws of the State of Minnesota.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement.
Dated: October 25, 1995
Very truly yours,
Dorsey & Whitney P.L.L.P.
PFC
EXHIBIT 23.1
Consent of Independent Accountants
We consent to the inclusion in this Registration Statement
on Form S-8 of our report, dated September 21, 1995, on our
audits of the financial statements and financial statement
schedule of Micron Electronics, Inc. and subsidiaries, as of
August 31, 1995 and September 1, 1994 and for each of the
three years in the period ended August 31, 1995.
Coopers & Lybrand L.L.P.
Boise, Idaho
October 25, 1995
