S-8 POS: Post-effective amendment to a S-8 registration statement
Published on January 17, 1996
As filed with the Securities and Exchange Commission on: January 17, 1996
Registration No. 33-64911-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8* TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
ADVANCED MICRO DEVICES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-1692300
- --------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
ONE AMD PLACE, SUNNYVALE, CALIFORNIA 94088-3453
- ---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1995 EMPLOYEE STOCK PURCHASE PLAN OF NEXGEN, INC.**
1995 STOCK PLAN OF NEXGEN, INC., AS AMENDED**
NEXGEN, INC. 1987 EMPLOYEE STOCK PLAN**
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(FULL TITLE OF THE PLANS)
THOMAS M.MCCOY
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ADVANCED MICRO DEVICES, INC., ONE AMD PLACE,
SUNNYVALE, CALIFORNIA 94088-3453
- -------------------------------------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(408) 732-2400
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
* Filed as a post-effective amendment on Form S-8 to such Form S-4 Registration
Statement pursuant to the provisions of Rule 401(e) and the procedure described
herein. See "INTRODUCTORY STATEMENT."
** Each such plan to be assumed by Advanced Micro Devices, Inc. following the
effectiveness of the merger of NexGen, Inc. with and into Advanced Micro
Devices, Inc. pursuant to an Agreement and Plan of Merger dated as of October
20, 1995, as amended on December 11, 1995 and January 11, 1996.
INTRODUCTORY STATEMENT
Advanced Micro Devices, Inc. ("AMD") hereby amends its registration
Statement on Form S-4 (No. 33-64911) (the "Registration Statement"), by filing
this Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment")
relating to the shares of common stock, $.01 par value, of AMD ("AMD Common
Stock") issuable upon the exercise of stock options granted under the 1995 Stock
Plan of NexGen, Inc., as amended, and the NexGen, Inc. 1987 Employee Stock Plan,
or issuable pursuant to the 1995 Employee Stock Purchase Plan of NexGen, Inc.
(together, the "Plans"). AMD and NexGen, Inc. ("NexGen") entered into an
Agreement and Plan of Merger dated as of October 20, 1995, amended as of
December 11, 1995 and January 11, 1996 (the "Merger Agreement"), pursuant to
which on January 17, 1996, NexGen merged with and into AMD (the "Merger").
In the Merger, each outstanding share of common stock, $.0001 par value, of
NexGen ("NexGen Common Stock") was converted into the right to receive .8 of a
share of AMD Common Stock (the "Exchange Ratio"). In addition, AMD assumed the
Plans and the options and rights to purchase shares of NexGen Common Stock
previously granted thereunder became options and rights to purchase shares of
AMD Common Stock, as adjusted as to price and/or number of shares to reflect the
Exchange Ratio.
The designation of the Post-Effective Amendment as Registration No. 33-
64911-01 denotes that the Post-Effective Amendment relates only to the shares of
AMD Common Stock issuable upon exercise of stock options and rights to purchase
stock under the Plans and that this is the first Post-Effective Amendment filed
with respect to such shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus with respect to each plan for which this Registration Statement is
filed is omitted from this Registration Statement in accordance with Rule 428
under the Securities Act of 1933 and the note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:
a. Annual Report on Form 10-K for the fiscal year ended December 25,
1994, and Amendment No. 1 thereto on Form 10-K/A dated August 7, 1995,
filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
b. Quarterly Reports on Form 10-Q for the quarters ended April 2,
1995, July 2, 1995 and October 1, 1995, and Current Reports on Form 8-K
dated December 30, 1994, February 10, 1995, March 13, 1995, April 17, 1995,
September 25, 1995, November 6, 1995, December 18, 1995, January 5, 1996,
January 10, 1996 and January 12, 1996.
c. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed September 14, 1979, under Section
12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement, and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law provides for the indemnification of
officers and directors under certain conditions. The Bylaws of the Registrant
permit indemnification to the maximum extent permitted by Delaware law. In
addition, the Registrant is bound by agreements with certain of its directors
and officers which obligate it to indemnify such persons in various
circumstances. The Registrant has in effect a director and officer liability
insurance policy indemnifying the Registrant and the officers and directors of
the Registrant and officers and directors of the Registrant's subsidiaries
within a specific limit for certain liabilities incurred by them, including
liabilities under the Securities Act of 1933. The Registrant pays the entire
premium of this policy. The Registrant's Certificate of Incorporation contains
a provision which eliminates the personal liability of directors of the
Registrant for monetary damages for certain breaches of fiduciary duty, as
permitted by Section 102(b)(7) of the Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits.
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;
(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.
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act 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 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 Section 13(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.
(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 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 of 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.
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SIGNATURES
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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 Post-Effective
Amendment No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Sunnyvale, California, on this 17th
day of January, 1996.
ADVANCED MICRO DEVICES, INC.
By /s/ Marvin D. Burkett
---------------------------
Marvin D. Burkett
Senior Vice President
Chief Financial and Administrative
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board January 17, 1996
- ----------------------- and Chief Executive
W.J. Sanders III Officer (Principal
Executive Officer)
* Vice Chairman of the January 17, 1996
- ----------------------- Board
Anthony B. Holbrook
* Director, President January 17, 1996
- ----------------------- and Chief Operating
Richard Previte Officer
* Director January 17, 1996
- -----------------------
Friedrich Baur
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* Director January 17, 1996
- -----------------------
Charles M. Blalack
* Director January 17, 1996
- -----------------------
R. Gene Brown
* Director January 17, 1996
- -----------------------
Joe L. Roby
* Director January 17, 1996
- -----------------------
Leonard Silverman
/s/ Marvin D. Burkett Senior Vice President, January 17, 1996
- ----------------------- Chief Financial and
Marvin D. Burkett Administrative Officer
and Treasurer
(Principal Financial
Officer and Principal
Accounting Officer)
* By: /s/ Marvin D. Burkett
---------------------
Marvin D. Burkett
Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit
No. Exhibit Name
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5* Opinion of Counsel; Bronson, Bronson & McKinnon
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2* Consent of Counsel (See Exhibit 5)
24* Power of Attorney
99.1 1995 Employee Stock Purchase Plan of NexGen, Inc.
99.2 1995 Stock Plan of NexGen, Inc., as amended
99.3 NexGen, Inc. 1987 Employee Stock Plan
* Previously filed
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