SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on October 16, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. [____])*
Advanced
Micro Devices, Inc.
(Name of
Issuer)
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
007903107
(CUSIP
Number)
Mubadala
Development Company PJSC
Attention:
Shahzad Khan
P.O. Box
45005
Abu
Dhabi
United
Arab Emirates
+971
2 413 0000
Copies
to:
John D.
Wilson, Esq.
Mark K.
Hyland, Esq.
Shearman
& Sterling LLP
525
Market Street
San
Francisco, CA 94105
(415)
616-1100
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
October
6, 2008
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box x.
Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for other parties to whom
copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13D
|
CUSIP
No. 007903107
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Page 2
of 11 Pages
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|
1
|
NAME OF
REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mubadala
Development Company PJSC
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC,
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not
Applicable.
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
Emirate of Abu Dhabi, United Arab Emirates
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
Not
applicable.
|
||
|
8
|
SHARED
VOTING POWER
49,000,000
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
Not
applicable.
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
49,000,000
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,000,000
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%1
|
|||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|||
SCHEDULE
13D
|
CUSIP
No. 007903107
|
Page
3 of 11 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
West
Coast Hitech L.P.
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC,
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not
Applicable.
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
Not
applicable.
|
||
|
8
|
SHARED
VOTING POWER
49,000,000
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
Not
applicable.
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
49,000,000
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,000,000
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%1
|
|||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
|||
SCHEDULE
13D
|
CUSIP
No. 007903107
|
Page 4
of 11 Pages
|
|
1
|
NAME OF
REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
West
Coast Hitech G.P., Ltd.
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS (See Instructions)
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not
Applicable.
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
Not
applicable.
|
||
|
8
|
SHARED
VOTING POWER
49,000,000
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
Not
applicable.
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
49,000,000
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,000,000
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%1
|
|||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|||
______________________
1 The percentage
of the class of common stock represented by the shares that are subject to this
statement is based on an aggregate of approximately 607,192,663 shares of common
stock outstanding as of August 1, 2008, as reported in the issuer’s most
recent Quarterly Report on Form 10-Q, filed with the Commission on August 8,
2008.
|
Item
1.
|
Security
and Issuer.
|
This
Statement on Schedule 13D (this “Statement”) relates to the Common Stock, par
value $0.01 per share (the “Shares”), of Advanced Micro Devices, Inc. (the
“Issuer”), with its principal executive offices located at One AMD Place, P.O.
Box 3453, Sunnyvale, CA 94088-3453.
|
Item
2.
|
Identity
and Background.
|
This
Statement is being filed jointly by Mubadala Development Company PJSC, a public
joint stock company established under the laws of the Emirate of Abu Dhabi
(“Mubadala”), West Coast Hitech L.P., an exempted limited partnership organized
under the laws of the Cayman Islands (“Holder”), and West Coast Hitech G.P.,
Ltd., a general partnership organized under the laws of the Cayman Islands (each
a “Reporting Person” and together the “Reporting Persons”).
Mubadala
Mubadala
is a Public Joint Stock Company headquartered in Abu Dhabi, the capital of the
United Arab Emirates. Mubadala’s sole shareholder is the Government
of the Emirate of Abu Dhabi. Its principal business is the
development and management of an extensive and economically diverse portfolio of
commercial initiatives. Mubadala’s commercial strategy is
fundamentally built on long-term, capital-intensive investments that deliver
strong financial returns. The principal business address of Mubadala
is P.O. Box 45005, Abu Dhabi, United Arab Emirates.
Set forth
on Schedule A to this Statement, and incorporated herein by reference, is the
name, residence or business address, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, and citizenship, of each
executive officer and director of Mubadala.
During
the last five years, neither Mubadala nor, to the best of Mubadala’s knowledge,
any of its directors or executive officers has: been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Holder
Holder is
a Cayman Islands limited partnership wholly-owned by Mubadala. The
principal business address of Holder is: West Hitech L.P., P.O. Box 309GT,
Ugland House, South Church Street, George Town, Grand Cayman, Cayman
Islands. Holder is a partnership without directors or executive
officers. West Coast Hitech G.P., Ltd. is the general partner of
Holder.
Page 5
of 11 Pages
During
the last five years, Holder has not: been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
West
Coast Hitech G.P., Ltd.
West
Coast Hitech G.P., Ltd. is a Cayman Islands corporation wholly-owned by Mubadala
that acts as the general partner of Holder. The principal business
address of West Coast Hitech G.P., Ltd. is P.O. Box 309GT, Ugland House, South
Church Street, George Town, Grand Cayman, Cayman Islands. The sole
director and executive officer of West Coast Hitech G.P., Ltd. is Shahzad Khan,
a citizen of the United Arab Emirates, who is an employee of
Mubadala. Mr. Khan’s business address is c/o Mubadala Development
Company PJSC, P.O. Box 45005, Abu Dhabi, United Arab Emirates.
During
the last five years, neither West Coast Hitech G.P., Ltd. nor, to the
best of West Coast Hitech G.P., Ltd.’s knowledge, its sole director and
executive officer has: been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
|
Item
3.
|
Source
and Amount of Funds or Other
Considerations.
|
On
November 16, 2007 Holder purchased, in a registered offering, 49,000,000 newly
issued Shares from the Registrant for an aggregate purchase price of
approximately $622,300,000. Such funds came from the working capital
of Mubadala and its affiliates including Holder. Additional Shares
that may be purchased by the Reporting Persons pursuant to the transactions
described herein will likely be purchased with working capital of Mubadala and
its affiliates, including Holder.
The
Shares (including additional Shares that may be purchased by the Reporting
Persons pursuant to the transactions described herein) may be held through
margin accounts maintained with brokers, which extend margin credit as and when
required to open or carry positions in their margin accounts, subject to
applicable regulations and such firms’ credit policies. The positions which may
be held in the margin accounts, including the Shares, are pledged as collateral
security for the repayment of debit balances in the respective
accounts.
|
Item
4.
|
Purpose
of Transaction.
|
The
Reporting Persons have previously filed a statement on Schedule 13G to report
the acquisition of the Shares that are the subject of this Schedule
13D.
On
October 6, 2008, Holder, the Registrant, and Advanced Technology Investment
Company LLC, a limited liability company wholly-owned by the Government of the
Emirate of
Page 6
of 11 Pages
Abu Dhabi
(“ATIC”) entered into an agreement (the “Agreement”) pursuant to which the
Registrant and ATIC agreed to form a U.S. headquartered joint venture (the
“Foundry Company”) to manufacture leading-edge semiconductor
products. Under the Agreement, at the “Closing” (as defined in the
Agreement) the Registrant will contribute to the Foundry Company its
manufacturing facilities, including two fabrication facilities in Dresden,
Germany, as well as related assets and intellectual property
rights. The Foundry Company will also assume approximately $1.2
billion of the Registrant’s existing debt. At the Closing, ATIC will
invest $2.1 billion to purchase its stake in the Foundry Company, of which ATIC
will invest $1.4 billion directly in the new entity and pay the remainder to the
Registrant to purchase additional shares in the Foundry Company from the
Registrant. ATIC will not acquire beneficial ownership of any
securities of the Registrant pursuant to the Agreement.
In
addition, under the Agreement, Holder has agreed to pay, at the Closing,
$313,741,333 to the Registrant in exchange for 58,000,000 Shares and warrants
(the “Warrants”) to purchase an additional 30,000,000 Shares at an exercise
price of $0.01 per share (as adjusted pursuant to the terms of the
Warrants). The Warrants will be exercisable after the earlier of
(a) public ground-breaking of the Registrant’s proposed new wafer
fabrication facility located in the State of New York and (b) 24 months
from the date of the issuance of the Warrants. The Warrants will have
a ten-year term.
Under the
Agreement, the Registrant has agreed to appoint, if requested by Holder, a
representative of Holder to the board of directors of the Registrant at the
Closing. Holder has also agreed to certain limitations, following the
Closing, with respect to the acquisition and disposition of
Shares. Holder has agreed that, following the Closing until it
(together with its affiliates) beneficially owns less than 10% of the
outstanding shares, it will not dispose of any Shares (other than to affiliates
or permitted transferees) except (i) by a bona fide pledge or hypothecation in
connection with a financing transaction, (ii) by means of an underwritten public
offering pursuant to an effective registration statement, or (iii) pursuant to
Rule 144. In addition, Holder has agreed that, following the Closing
(i) it will not acquire additional Shares such that it would own more than 22.5%
of the outstanding Shares, and (ii) for a period of five years, or until the
Reporting Persons’ aggregated ownership falls below 10% of the outstanding
Shares, the Reporting Persons will not take certain actions as a shareholder
(either alone or with a “group,” as defined in Section 13(d)(3) of the Exchange
Act) that would influence, or seek to influence, the control of the
Registrant.
The
transactions are expected to close at the beginning of 2009, subject to
satisfaction of conditions contained in the Agreement, including approvals from
regulators, the transfer of previously-confirmed New York incentives to the
Foundry Company, the continued availability to the Foundry Company of existing
public grants and subsidies in Germany, and the approval of the Registrant’s
stockholders for the issuance of the Shares and the Warrants. Upon
the Closing, the Reporting Persons will file an amendment to this Schedule 13D
to report the acquisition of beneficial ownership of the Shares to be acquired
at the Closing.
The
foregoing description of the Agreement is qualified in its entirety by reference
to the full text of the Agreement, which is attached to this Schedule 13D as
Exhibit 99.4, and incorporated herein by reference.
Page 7
of 11 Pages
|
Item
5.
|
Interest
in Securities of the Issuer.
|
(a) and
(b) The
information contained on the cover pages of this Statement is incorporated
herein by reference
Except as
disclosed in herein: (a) none of the Reporting Persons and, to the best of their
knowledge, neither Shahzad Khan nor any of the persons listed on Schedule A to
this Statement beneficially owns any Shares or has the right to acquire any
Shares; (b) none of the Reporting Persons and, to the best of their knowledge,
neither Shahzad Khan nor any of the persons listed on Schedule A to this
Statement presently has the power to vote or to direct the vote or to dispose or
direct the disposition of any of the Shares which they may be deemed to
beneficially own.
(c) Except
as disclosed in this Statement, none of the Reporting Persons and, to the best
of their knowledge, neither Shahzad Khan nor any of the persons listed on
Schedule A to this Statement has effected any transaction in the Shares during
the past 60 days or since the most recent filing on Schedule 13D (§
240.13d-191), whichever is less.
(d) To
the best knowledge of the Reporting Persons, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares beneficially owned by the Reporting
Persons.
(e) Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
The
information disclosed in Item 3 and Item 4 is incorporated herein by
reference.
Except as
described above or elsewhere in this Statement or incorporated by reference in
this Statement, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between any of the Reporting Persons or among
any other person with respect to any securities of the Registrant.
|
Item
7.
|
Materials
to be Filed as Exhibits.
|
|
Exhibit
No.
|
Description
of Exhibit
|
|
99.1
|
Power
of Attorney (incorporated by reference from Exhibit 99.1 to the Schedule
13G filed by the Reporting Persons on November 27,
2007)
|
|
99.2
|
Power
of Attorney (incorporated by reference from Exhibit 99.2 to the Schedule
13G filed by the Reporting Persons on November 27,
2007)
|
|
99.3
|
Agreement
of Joint Filing
|
|
99.4
|
Master
Transaction Agreement by and among Advanced Micro Devices, Inc., Advanced
Technology Investment Company LLC and West Coast Hitech L.P. (incorporated
by reference from Exhibit 10.1 to the Registrant’s Current Report on Form
8-K, filed on October 16, 2008).
|
Page 8
of 11 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Dated: | ||||
|
October
10, 2008
|
MUBADALA
DEVELOPMENT COMPANY PJSC
|
|||
|
|
By: | /s/ Samak L. Azar | ||
| Name: Samak L. Azar | ||||
| Title: Attorney-in-Fact | ||||
|
WEST
COAST HITECH L.P. by its general partner, WEST COAST HITECH G.P.,
LTD.
|
||||
|
|
By: | /s/ Samak L. Azar | ||
| Name: Samak L. Azar | ||||
| Title: Attorney-in-Fact | ||||
|
WEST
COAST HITECH G.P., LTD.
|
||||
|
|
By: | /s/ Samak L. Azar | ||
| Name: Samak L. Azar | ||||
| Title: Attorney-in-Fact | ||||
Page 9
of 11 Pages
SCHEDULE
A
DIRECTORS
AND EXECUTIVE OFFICERS OF MUBADALA
The
following table sets forth the name, present principal occupation or employment,
and the name and principal business of the corporation or organization in which
the employment is conducted for each member of the board of directors and each
executive officer of Mubadala. Each director of Mubadala, and, except
where indicated below, each executive officer is a citizen of the United Arab
Emirates. Except where indicated below, the business address of each
such executive officer and director is c/o Mubadala Development Company PJSC,
P.O. Box 45005, Abu Dhabi, United Arab Emirates. Information about
the other Reporting Persons is set forth in Item 2 of this Schedule
13D.
Directors
|
Name:
|
Business
Address:
|
Position:
|
|
HH
Sheikh Mohamed Bin Zayed Al Nayhan
|
Crown
Prince Office of the Emirate of Abu Dhabi
Abu
Dhabi, UAE
|
Crown
Prince of the Emirate of Abu Dhabi
|
|
Mohammed
Ahmed Al Bowardi
|
Crown
Prince Office of the Emirate of Abu Dhabi
Abu
Dhabi, UAE
|
Secretary–General
and member of the Abu Dhabi Executive Council
|
|
Khaldoon
Khalifa Al Mubarak
|
CEO
and Managing Director, Mubadala
|
|
|
Nasser
Ahmed Khalifa AlSowaidi
|
Department
of Economy of the Emirate of Abu Dhabi
Abu
Dhabi, UAE
|
Chairman
of the Emirate of Abu Dhabi Department of Planning and
Economy.
|
|
Mohamed
Saif Al Mazrouei
|
11th
Floor, ADNIC Building,
Khalifa
Street
Abu
Dhabi, UAE
|
Advisor
to His Highness, the Chairman of the Offset Program
Bureau
|
|
Ahmed
Ali Al Sayegh
|
ALDAR
Properties PJSC
P.O.
Box 51133
Abu
Dhabi, UAE
|
Chairman
of ALDAR properties PJSC
|
|
Hamad
Al Hurr Al Suwaidi
|
Department
of Finance of the Emirate of Abu Dhabi
Khalidya
Street
Abu
Dhabi, UAE
|
Undersecretary
of the Department of Finance
|
Executive
officers
|
Name:
|
Position:
|
|
Khaldoon
Khalifa Al Mubarak
|
Chief
Executive Officer and Managing Director
|
|
Waleed
Al Mokarrab Al Muhairi
|
Chief
Operating Officer
|
|
Carlos
Obeid (Lebanon)
|
Chief
Financial Officer
|
|
Samer
Saleh Halawa (Jordan)
|
General
Counsel
|
Page 10
of 11 Pages
EXHIBIT
INDEX
|
Exhibit
|
Description
of Exhibit
|
|
99.1
|
Power
of Attorney (incorporated by reference from Exhibit 99.1 to the Schedule
13G filed by the Reporting Persons on November 27,
2007)
|
|
99.2
|
Power
of Attorney (incorporated by reference from Exhibit 99.2 to the Schedule
13G filed by the Reporting Persons on November 27,
2007)
|
|
99.3
|
Agreement
of Joint Filing
|
|
99.4
|
Master
Transaction Agreement by and among Advanced Micro Devices, Inc., Advanced
Technology Investment Company LLC and West Coast Hitech L.P. (incorporated
by reference from Exhibit 10.1 to the Registrant’s Current Report on Form
8-K, filed on October 16, 2008).
|
Page 11
of 11 Pages