<PAGE>
As filed with the Securities and Exchange Commission on July 10, 2000
Registration No.________________
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICRON ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1404301
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
900 East Karcher Road
Nampa, Idaho 83687
(Address of Principal Executive Offices and Zip Code)
Non-Plan Stock Options Granted by the Registrant
(Full titles of the plan)
Joel J. Kocher
Chairman of the Board, President and Chief Executive Officer
Micron Electronics, Inc.
900 East Karcher Road
Nampa, Idaho 83687
(208) 898-3434
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Dennis R. DeBroeck, Esq.
R. Gregory Roussel, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
(650) 494-0600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Proposed
Amount Proposed Maximum Maximum
Proposed Title of to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered Share Price Registration Fee
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.01 par value)... 75,000 (1) $9.0062 (2) $675,465 (2) $179
----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents 75,000 shares subject to an outstanding stock option granted
pursuant to an Amended Non-Qualified Stock Option Agreement with an
executive officer.
(2) Represents the per share exercise price for an outstanding option
calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I of Form S-8
will be sent or given to participant by Micron Electronics, Inc. as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). In reliance on Rule 428, such documents (i) are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424, and (ii) along with the documents incorporated by reference into this
registration statement pursuant to Item 3 of Part II hereof, constitute a
prospectus (the "Prospectus") that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
------ ---------------------------------------
The following documents are hereby incorporated by reference in this
registration statement:
(1) The Registrant's Annual Report on Form 10-K, filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), for the fiscal year ended September
2, 1999.
(2) The Registrant's Quarterly Reports on Form 10-Q, filed pursuant
to Section 13 or 15(d) of the Exchange Act for the quarterly
periods ended March 2, 2000 and December 2, 1999.
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (SEC File No. 0-
17932) filed with the Commission on August 16, 1989 pursuant to
Section 12(g) of the 1934 Act, as amended.
All documents filed by the Registrant pursuant to Sections 13, 14 or
15(d) of the Exchange Act subsequent to the date of this registration statement,
and prior to the filing of a post-effective amendment which indicates that all
shares offered hereby have been sold or which deregisters all shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in the Prospectus, this registration
statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus and this registration statement to the extent that a statement
contained in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus or this registration
statement.
Item 4. Description of Securities.
------- --------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
------- ---------------------------------------
Not applicable.
-2-
<PAGE>
Item 6. Indemnification of Directors and 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 Registrant has entered into written indemnification
agreements with certain of its officers and directors which provide the
Registrant's officers and directors with indemnification to the extent permitted
by the Minnesota Business Corporation Act.
Item 7. Exemption from Registration Claimed.
------- ------------------------------------
Not applicable.
Item 8. Exhibits.
------- ---------
Exhibit No. Description
---------- -----------
4.01 Articles of Incorporation, as amended (incorporated by reference
to Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended April 1, 1995).
4.02 Bylaws, as amended (incorporated by reference to Exhibit 3.2 to
Annual Report on Form 10-K for the fiscal year ended August 28,
1997).
4.03 Form of Amended Non-Qualified Stock Option Agreement for options
granted to an executive officer.
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of PricewaterhouseCoopers LLP.
23.02 Consent of Fenwick & West LLP (contained in Exhibit 5.01).
24.01 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(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 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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;
-3-
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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 the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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.
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 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 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.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nampa, State of Idaho, on July 10, 2000.
MICRON ELECTRONICS, INC.
By: /s/ James R. Stewart
------------------------------------------
Senior 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 Joel J. Kocher and James R. Stewart,
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ Joel J. Kocher Chairman of the Board of Directors, July 10, 2000
---------------------------------- President and Chief Executive Officer
Principal Financial Officer:
/s/ James R. Stewart Senior Vice President, Finance,
---------------------------------- and Chief Financial Officer July 10, 2000
Other Directors:
/s/ Steven R. Appleton Director July 10, 2000
----------------------------------
/s/ Robert Lee Director July 10, 2000
----------------------------------
/s/ Robert A. Lothrop Director July 10, 2000
----------------------------------
/s/ John B. Balousek Director July 10, 2000
----------------------------------
</TABLE>
-5-
<PAGE>
EXHIBITS INDEX
Exhibit No. Description
---------- -----------
4.01 Articles of Incorporation, as amended (incorporated by reference
to Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended April 1, 1995).
4.02 Bylaws, as amended (incorporated by reference to Exhibit 3.2 to
Annual Report on Form 10-K for the fiscal year ended August 28,
1997).
4.03 Form of Amended Non-Qualified Stock Option Agreement for options
granted to an executive officer.
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of PricewaterhouseCoopers LLP.
23.02 Consent of Fenwick & West LLP (contained in Exhibit 5.01).
24.01 Power of Attorney (included on signature page).
