Rule 424(b)(2)
Registration No. 33-57653
PROSPECTUS [LOGO OF ADVANCED
FEBRUARY 10, 1995 MICRO
DEVICES]
6,853,443 SHARES
ADVANCED MICRO DEVICES, INC.
COMMON STOCK
The 6,853,443 shares of Common Stock, par value $0.01 per share ("Common
Stock"), of Advanced Micro Devices, Inc. (the "Company") offered hereby are
the maximum number of shares of Common Stock issuable upon conversion of the
Depositary Shares (the "Depositary Shares") of the Company. Each Depositary
Share represents ownership of 1/10th of a share of the $30.00 Convertible
Exchangeable Preferred Stock, par value $0.10 per share (the "Preferred
Stock"), of the Company and entitles the holder to all proportionate rights
and preferences of the underlying Preferred Stock.
The Company has called the Preferred Stock for redemption on March 13, 1995
(the "Redemption Date"). As a consequence, the Depositary has called the
Depositary Shares for redemption on the Redemption Date at a redemption price
of $50.90 per share, plus accrued and unpaid dividends thereon in the amount
of $0.73 per Depositary Share to the Redemption Date, for a total redemption
price of $51.63 per Depositary Share (the "Redemption Price"). No dividends
will accrue on the Depositary Shares from and after the Redemption Date. Prior
to 5:00 p.m. New York City time on the Redemption Date, Depositary Shares
representing one or more whole shares of Preferred Stock may be converted into
shares of Common Stock at the rate of 19.873 shares of Common Stock for each
whole share of Preferred Stock. In the event of conversion, no payment or
adjustment in respect of accrued and unpaid dividends on the Depositary Shares
will be made.
THE CONVERSION RIGHT EXPIRES AT 5:00 P.M. NEW YORK CITY TIME ON THE
REDEMPTION DATE, TIME BEING OF THE ESSENCE. FROM AND AFTER THAT DATE AND TIME,
HOLDERS OF DEPOSITARY SHARES WILL BE ENTITLED ONLY TO THE REDEMPTION PRICE,
WITHOUT INTEREST.
The Company's Common Stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "AMD", and, on February 9, 1995, the reported last sale price
of the Common Stock on the NYSE was $31.25 per share. A holder of Depositary
Shares who converted such shares on February 9, 1995 would have received
Common Stock having a market value, based on the reported last sale price on
the NYSE on that date, of $62.10 for each Depositary Share converted
(including cash, if any, received in lieu of fractional shares). If such
Depositary Shares were surrendered for redemption on the Redemption Date, such
holder would receive $51.63 in cash for each Depositary Share. While no
assurance can be given as to any future prices for the Common Stock, as long
as the market price of the Common Stock remains at or above $25.98 per share,
upon conversion of their Depositary Shares, holders will receive Common Stock
and cash for fractional shares having an aggregate market price (without
giving effect to commissions and other costs which would likely be incurred on
sale) equal to or greater than the Redemption Price. It should be noted,
however, that the price of the Common Stock received upon conversion will
fluctuate in the market. No assurance is given as to the price of the Common
Stock at any future time and holders should expect to incur various expenses
of sale if such Common Stock is sold.
In the event that fewer than all of the outstanding Depositary Shares are
surrendered for conversion prior to 5:00 p.m. New York City time on the
Redemption Date, the Company has arranged for Donaldson, Lufkin & Jenrette
Securities Corporation and Salomon Brothers Inc (collectively, the
"Purchasers") to purchase directly from the Company up to such whole number of
shares of Common Stock as would have been issuable upon conversion of any
Depositary Shares not surrendered for conversion prior to 5:00 p.m. New York
City time on the Redemption Date. See "Standby Arrangement." The proceeds from
any such sale will be used by the Company to redeem the Depositary Shares
which have not been surrendered for conversion by the holders thereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The Purchasers will convert into Common Stock on or prior to the Redemption
Date all Depositary Shares which they own. Prior to 5:00 p.m. New York City
time on the Redemption Date, the Purchasers may offer Common Stock, including
shares acquired through the conversion of the Depositary Shares purchased in
the open market, at prices set from time to time by the Purchasers. It is
intended that each such price when set will not exceed the greater of the last
sale or current asked price of Common Stock on the NYSE, plus the amount of
any applicable commissions or concessions to dealers, and it is intended that
an offering price set in any calendar day will not be increased more than once
during such day. After the Redemption Date, the Purchasers may offer Common
Stock at a price or prices to be determined, but which it is presently
intended will be determined in conformity with the preceding sentence. The
Purchasers may thus realize profits or losses independent of the compensation
referred to under "Standby Arrangement." The Purchasers have agreed that if
they purchase less than 342,672 shares of Common Stock directly from the
Company pursuant to such arrangement, they will remit to the Company a portion
of the profit realized on sales of such shares. Any Common Stock will be
offered by the Purchasers subject to receipt and acceptance by them and
subject to their right to reject orders in whole or in part.
DONALDSON LUFKIN & JENRETTE SALOMON BROTHERS INC
SECURITIES CORPORATION
IN CONNECTION WITH THIS OFFERING, THE PURCHASERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OR DEPOSITARY SHARES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE,
IN THE OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
----------------
AVAILABLE INFORMATION
Advanced Micro Devices, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
in accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference room of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and the public reference facilities in
the New York Regional Office, Seven World Trade Center, 13th Floor, New York,
New York 10048, and Chicago Regional Office, Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained at prescribed rates by writing to the Securities and
Exchange Commission, Public Reference Section, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Such material can also be inspected at
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company under the Securities Act of
1933, as amended, with respect to the securities offered hereby. This
Prospectus does not contain all the information included in such Registration
Statement, certain items of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the securities offered hereby, reference is made to the
Registration Statement and the exhibits thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are incorporated herein by reference: (a) Annual Report on Form 10-K for the
fiscal year ended December 26, 1993, filed pursuant to Section 13 of the
Exchange Act, and Amendment No. 1 thereto filed May 3, 1994; (b) Quarterly
Report on Form 10-Q for the fiscal period ended March 27, 1994, and Amendment
No. 1 thereto filed April 8, 1994; (c) Quarterly Reports on Form 10-Q for the
fiscal periods ended June 26, 1994, and September 25, 1994; (d) Current Reports
on Form 8-K dated January 27, February 10, March 10, July 8, October 7 and
December 30, 1994; (e) the description of the Company's Common Stock, $0.01 par
value, contained in the Company's Registration Statement on Form 8-A filed
September 14, 1979; (f) the description of the Company's Depositary Convertible
Exchangeable Preferred Shares, each representing 1/10th share of $30.00
Convertible Exchangeable Preferred Stock, $0.10 par value, contained in the
Company's Registration Statement on Form 8-A filed February 18, 1987, and
Amendment No. 1 thereto filed March 25, 1987; and (g) the description of the
Company's Series A Junior Participating Preferred Stock, $0.10 par value, and
shareholder rights plan contained in the Company's Registration Statement on
Form 8-A filed February 21, 1990.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering covered by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of the Registration Statement or
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this Prospectus to the extent that a statement contained herein or in any other
document subsequently filed with the Commission which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
this Prospectus.
The Company presently intends to file its Annual Report on Form 10-K for the
fiscal year ended December 25, 1994, on or before March 6, 1995.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests should be directed to:
Corporate Secretary, Advanced Micro Devices, Inc., One AMD Place, Sunnyvale,
California 94088-3453 (telephone: (408) 732-2400). The information relating to
the Company contained in this Prospectus does not purport to be comprehensive
and should be read together with the information contained in the documents
incorporated or deemed to be incorporated by reference herein.
THE COMPANY
Advanced Micro Devices, Inc. ("AMD" or the "Company"), a Delaware
corporation, was founded in 1969, became a publicly held company in 1972 and
since 1979 has been listed on the New York Stock Exchange with the trading
symbol of AMD. The Company designs, develops, manufactures and markets complex
monolithic integrated circuits for use by manufacturers of a broad range of
electronic equipment and systems.
The Company has sales offices worldwide, and has manufacturing or testing
facilities in Sunnyvale and Santa Clara, California; Austin, Texas; Atsugi,
Japan; Bangkok, Thailand; Penang, Malaysia; Singapore; and Basingstoke,
England. As of December 25, 1994, the Company employed approximately 11,800
people worldwide. Its executive offices and corporate headquarters are located
at One AMD Place, Sunnyvale, California 94088-3453, and its telephone number is
(408) 732-2400.
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USE OF PROCEEDS
The net proceeds from the sale of Common Stock to the Purchasers pursuant to
the standby agreement described under "Standby Arrangement" will be used by the
Company to fund the redemption of any Depositary Shares not surrendered for
conversion on or prior to the Redemption Date.
CAPITALIZATION
The following table sets forth the consolidated capitalization of the Company
at December 25, 1994, and as adjusted to give effect to the conversion of the
Depositary Shares and the underlying Preferred Stock and the issuance of
6,853,443 shares of Common Stock.
DECEMBER 25, 1994
----------------------
ACTUAL AS ADJUSTED
---------- -----------
(IN THOUSANDS)
Short-term borrowings and current portion of long-term
debt................................................... $ 60,354 $ 60,354
Long-term debt including capital lease obligations...... $ 75,752 $ 75,752
Shareholders' Equity:
Preferred Stock, $0.10 par value:
Authorized--1,000,000 shares; issued and
outstanding--344,862 shares of $30.00 Convertible
Exchangeable Preferred Stock(1), actual, and none
as adjusted........................................ 34 0
Common Stock, $0.01 par value:
Authorized--250,000,000 shares; issued and
outstanding--95,417,383 shares, actual(2), and
102,270,826 shares, as adjusted.................... 956 1,025
Additional paid-in capital(3)......................... 698,673 698,638
Retained earnings..................................... 1,035,602 1,035,602
---------- ----------
Total shareholders' equity........................ $1,735,265 $1,735,265
---------- ----------
Total capitalization.................................... $1,871,371 $1,871,371
========== ==========
- --------
(1) The $30.00 Convertible Exchangeable Preferred Stock has an aggregate
liquidation preference of $172,431,000 and has been called for redemption
by the Company.
(2) At December 25, 1994, 16,685,094 shares of Common Stock were reserved for
issuance under the Company's various stock option, benefit and stock
purchase plans, of which options to purchase 11,919,000 shares of Common
Stock were outstanding. In addition, 6,853,443 shares of Common Stock were
reserved for issuance upon conversion of the Convertible Exchangeable
Preferred Stock, and 2,500,000 shares of Common Stock were reserved for
issuance under an agreement with Fujitsu Limited.
(3) As adjusted column does not reflect expenses estimated to be approximately
$310,000 associated with the transaction.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock of the Company is listed on the NYSE (under the symbol
"AMD"). The following table sets forth, for the periods indicated, the high and
low sale prices per share of the Common Stock as reported on the NYSE Composite
Transactions Tape.
YEAR HIGH LOW
---- ------ ------
1993:
First Quarter Ended March 28.............................. 24 1/2 17 1/2
Second Quarter Ended June 27.............................. 32 7/8 20 3/8
Third Quarter Ended September 26.......................... 32 5/8 21 1/2
Fourth Quarter Ended December 26.......................... 30 1/4 17
1994:
First Quarter Ended March 27.............................. 31 3/4 16 3/4
Second Quarter Ended June 26.............................. 31 3/4 22 5/8
Third Quarter Ended September 25.......................... 31 24
Fourth Quarter Ended December 25.......................... 30 1/2 22 1/4
1995:
First Quarter (through February 9)........................ 32 1/4 23 1/2
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The last reported sale price of the Common Stock on the NYSE on February 9,
1995, was $31.25 per share. On February 9, 1995, there were approximately 9,368
shareholders of record of Common Stock.
The Company has not paid cash dividends on its Common Stock and has no plans
to pay cash dividends on its Common Stock in the foreseeable future. The
Company is subject to a loan agreement which prohibits the payment of cash
dividends on its Common Stock.
DESCRIPTION OF DEPOSITARY SHARES
Each Depositary Share represents one-tenth share of the Preferred Stock
deposited under the Deposit Agreement, dated as of March 25, 1987, (the
"Deposit Agreement"), among the Company, Bank of America National Trust and
Savings Association (the "Bank of America"), as Depositary, and the holders
from time to time of the depositary receipts (the "Depositary Receipts") issued
thereunder. The First National Bank of Boston has succeeded to the rights and
obligations of the Bank of America under the Deposit Agreement and is acting as
the Depositary.
REDEMPTION OF THE DEPOSITARY SHARES
AND EXPIRATION OF CONVERSION PRIVILEGES
The Company has called all of the outstanding Preferred Stock for redemption
on the Redemption Date pursuant to the terms of the Company's Certificate of
Designations for the Preferred Stock. As a result of the call for redemption,
holders of Depositary Shares are entitled to receive from the Company upon
redemption the sum of $50.90 per Depositary Share, plus accrued and unpaid
dividends of $0.73 per Depositary Share to the Redemption Date, for a total
redemption price of $51.63 per Depositary Share. After the Redemption Date, the
Depositary Shares and Preferred Stock will no longer be deemed to be
outstanding and all rights of the holders of the Depositary Shares will cease,
except the right to receive the Redemption Price, without interest, upon
surrender to the Depositary of the Depositary Receipts evidencing such
Depositary Shares.
Holders of Depositary Shares have as an alternative to redemption, in
addition to the right to sell their Depositary Shares through usual brokerage
facilities, the right to convert their Depositary Shares into Common Stock.
Prior to 5:00 p.m. New York City time on the Redemption Date, Depositary
Shares representing one or more whole shares of Preferred Stock may be
converted at the option of the holder into shares of the Company's Common
Stock, on the basis of 19.873 shares of Common Stock for each whole share of
Preferred Stock. To convert any Depositary Shares, the holder thereof must
surrender Depositary Receipts with written instructions, which may be in the
form of the Letter of Transmittal provided to all holders of Depositary Shares,
to the Depositary to convert the Depositary Shares into shares of Common Stock.
THE RIGHT TO CONVERT DEPOSITARY SHARES INTO COMMON STOCK WILL TERMINATE AT
5:00 P.M. NEW YORK CITY TIME ON THE REDEMPTION DATE, TIME BEING OF THE ESSENCE.
FROM AND AFTER THAT DATE AND TIME, HOLDERS OF DEPOSITARY SHARES WILL BE
ENTITLED ONLY TO THE REDEMPTION PRICE, WITHOUT INTEREST.
In the event of conversion, no payment or adjustment in respect of accrued
and unpaid dividends on the Depositary Shares will be made.
Depositary Shares representing less than one whole share of Preferred Stock
(after aggregating the number of Depositary Shares surrendered by a holder for
conversion) may not be converted into Shares of the Company's Common Stock,
even when accompanied by other Depositary Shares representing one or more whole
shares of Preferred Stock. Depositary Shares representing less than one whole
share of Preferred Stock may either be surrendered for redemption or sold
through usual brokerage facilities.
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No fractional shares of Common Stock will be issued upon conversion. Instead,
a cash payment for each fractional share will be made by the Company on the
basis of the last reported sale price of the Common Stock, regular way, on the
NYSE on the day of conversion.
The last reported sale price of the Common Stock on the NYSE on February 9,
1995, was $31.25 per share. See "Price Range of Common Stock and Dividend
Policy" for additional market price information.
A holder of Depositary Shares who converted such Depositary Shares on
February 9, 1995, would have received Common Stock having a market value, based
on the reported last sale price on the NYSE on that date, of $62.10 for each
Depositary Share converted (including cash, if any, received in lieu of
fractional shares). If such Depositary Shares were surrendered for redemption
on the Redemption Date, such holder would have received $51.63 in cash for each
Depositary Share.
AS LONG AS THE MARKET PRICE OF THE COMPANY'S COMMON STOCK REMAINS AT OR ABOVE
$25.98 PER SHARE, THE HOLDERS OF DEPOSITARY SHARES WHO ELECT TO CONVERT WILL
RECEIVE, UPON CONVERSION, COMMON STOCK (INCLUDING CASH, IF ANY, RECEIVED IN
LIEU OF FRACTIONAL SHARES) HAVING A GREATER MARKET VALUE THAN THE AMOUNT OF
CASH RECEIVABLE UPON REDEMPTION. IT SHOULD BE NOTED, HOWEVER, THAT THE PRICE OF
THE COMMON STOCK RECEIVED UPON CONVERSION WILL FLUCTUATE IN THE MARKET. NO
ASSURANCE IS GIVEN AS TO THE PRICE OF THE COMMON STOCK AT ANY FUTURE TIME, AND
THE HOLDERS SHOULD EXPECT TO INCUR VARIOUS EXPENSES OF SALE IF SUCH COMMON
STOCK IS SOLD.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain federal income tax consequences of the
conversion, redemption or sale of the Depositary Shares. It is a summary only
and is not intended as a substitute for careful tax planning.
The discussion set forth below is included for general information only. It
does not deal with all aspects of income taxation that may be relevant to
particular holders of Depositary Shares and does not address the state, local
or foreign tax consequences. The discussion is based on currently existing
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
existing and, to the extent applicable, proposed treasury regulations
thereunder and current administrative rulings and court decisions. It does not
take into account the impact of any pending tax proposals. The discussion below
is not binding upon the Internal Revenue Service, and no rulings of the
Internal Revenue Service will be sought or obtained. There is no assurance that
the Internal Revenue Service will agree with the conclusions described below.
All of the foregoing are subject to change and any such change could affect the
continuing validity of this discussion. Holders of Depositary Shares should
consult their tax advisors with respect to the specific tax consequences of the
conversion, redemption or sale of the Depositary Shares to them, including the
application and effect of state, local and foreign tax laws.
Holders of the Depositary Shares will be treated for federal income tax
purposes as if they were holders of the shares of Preferred Stock represented
by the Depositary Shares.
CONVERSION
Generally, no gain or loss will be recognized for federal income tax purposes
on conversion of Depositary Shares into shares of Common Stock, except to the
extent cash is received in lieu of fractional shares of Common Stock. Gain or
loss resulting from the receipt of cash in lieu of fractional shares of Common
Stock will equal the difference between the proceeds received with respect to
such fractional shares and the converting holder's tax basis in the Depositary
Shares allocated to such fractional shares. The tax basis for Common Stock
received on conversion will be equal to the tax basis of the Depositary Shares
converted (less the tax basis, if any, allocated to fractional shares) and,
provided that such Depositary Shares were held as a capital asset, the holding
period of the shares of Common Stock will include the holding period of the
converted Depositary Shares.
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REDEMPTION OR SALE
A sale of the Depositary Shares by the holder thereof or a redemption for
cash will be a taxable event to the holder.
A redemption for cash will be treated under Section 302 of the Code as a
distribution that is taxable as a dividend to the extent of the Company's
current or accumulated earnings and profits unless the redemption (a) results
in a "complete termination" of the holder's stock interest, including Common
Stock, in the Company under Section 302(b)(3) of the Code; (b) is
"substantially disproportionate" with respect to the holder under Section
302(b)(2) of the Code; or (c) is "not essentially equivalent to a dividend"
with respect to the holder under Section 302(b)(1) of the Code. In determining
whether any of these tests has been met, shares considered to be owned by the
holder by reason of certain constructive ownership rules set forth in Section
318 of the Code, as well as shares actually owned, must generally be
considered. Because the analysis under Section 302(b) of the Code will vary
among holders, and will depend on the facts and circumstances at the time that
the determination must be made, each redeeming holder must consult his or her
tax advisor to determine the appropriate tax treatment of such holder's
redemption of Depositary Shares under Section 302(b) of the Code.
The sale of Depositary Shares or the redemption of Depositary Shares for cash
in which the redemption is not treated as a dividend would result in taxable
gain or loss equal to the difference between the amount of cash received
(except for the portion of cash received which is attributable to declared
dividends not previously included in income, which will be taxable as dividend
income to the extent of current or accumulated earnings and profits, if any)
and the holder's tax basis in the Depositary Shares sold or redeemed. Such gain
or loss (to the extent not treated as a dividend) would be capital gain or loss
if the Depositary Shares were held as a capital asset, and would be long-term
capital gain or loss if the Depositary Shares were held for more than one year.
BACKUP WITHHOLDING
Under Section 3406 of the Code and applicable Treasury regulations, a holder
of Depositary Shares or Common Stock may be subject to backup withholding at
the rate of 31% with respect to dividends paid on, or the gross proceeds of a
sale, exchange, conversion or redemption of the Depositary Shares or Common
Stock unless (a) such holder comes within certain exempt categories under the
applicable law and regulations and, when required, demonstrates this fact; or
(b) provides a taxpayer identification number (employer identification number
or social security number) and certifies that such number is correct, certifies
as to no loss of exemption from backup withholding, and otherwise complies with
applicable requirements of the backup withholding rules. Amounts paid as backup
withholding do not constitute an additional tax and will be credited against
the holder's federal income tax liability.
The Company will report to the holders of Depositary Shares or Common Stock,
and to the Internal Revenue Service, the amount of any "reportable payments"
and any amount withheld with respect to the Depositary Shares and Common Stock
during each calendar year.
DESCRIPTION OF CAPITAL STOCK
The Company has authority to issue 250 million shares of Common Stock, par
value $0.01 per share, and one million shares of serial preferred stock, par
value $0.10 per share. As of February 9, 1995, there were 95,815,601 shares of
Common Stock outstanding. The 344,862 shares of the Preferred Stock held by the
Depositary and represented by the Depositary Shares are the only shares of
preferred stock currently outstanding. The Company has also authorized the
issuance of up to 150,000 shares of Series A Junior Participating Preferred
Stock in connection with the Rights Plan, described under "Rights Agreement,"
below. The Board of Directors of the Company has authority (without action by
stockholders) to issue the authorized and unissued shares of serial preferred
stock in one or more series and, within certain limitations,
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to determine the voting rights (including the right to vote as a series on
particular matters), preference as to dividends and in liquidation, conversion,
redemption and other rights of each such series.
The following is a brief summary of the voting, dividend, liquidation and
certain other rights of the holders of the Common Stock as set forth in the
Company's by-laws and Certificate of Incorporation. No shares of preferred
stock will be outstanding after the Redemption Date, although the Series A
Junior Participating Preferred Stock will continue to be authorized for
issuance under the Rights Plan.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share on all matters
to be voted on by shareholders, including the election of directors.
Stockholders are not entitled to cumulative voting rights, and, accordingly,
the holders of a majority of the shares voting for the election of directors
can elect the entire Board if they choose to do so and, in that event, the
holders of the remaining shares will not be able to elect any person to the
Board of Directors.
The holders of Common Stock are entitled to receive such dividends, if any,
as may be declared from time to time by the Board of Directors, in its
discretion, from funds legally available therefor and subject to prior dividend
rights of holders of any shares of preferred stock which may be outstanding.
Upon liquidation or dissolution of the Company, subject to prior liquidation
rights of the holders of preferred stock, the holders of Common Stock are
entitled to receive on a pro rata basis the remaining assets of the Company
available for distribution.
The terms of the Company's current credit agreement prohibit the Company from
paying cash dividends on its Common Stock, limit long-term debt and short-term
borrowings, and require that working capital, tangible net worth, and the ratio
of earnings to cash interest expense be maintained at certain designated
levels.
The outstanding shares of Common Stock are not and, when issued, the shares
being offered by this Prospectus will not be, redeemable. Such shares have no
pre-emptive or conversion rights or sinking fund provisions. All outstanding
shares of Common Stock are, and all shares being offered by this Prospectus
will be, fully paid and not liable to further calls or assessment by the
Company. One preferred share purchase right under the Company's Rights Plan,
described below, will also be issued with each share of Common Stock offered
hereby. See "Rights Agreement."
RIGHTS AGREEMENT
In February 1990, the Company adopted a shareholder rights plan (the "Rights
Plan"). The plan is intended to enhance long term shareholder value and to
protect shareholders from unfair or coercive takeover practices. In accordance
with this plan, the Company paid a dividend of one preferred stock purchase
right on each outstanding share of Common Stock pursuant to a Rights Agreement
(the "Rights Agreement"). Each right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A Junior Participating
Preferred Stock, $0.10 par value, for a price of $65.00, subject to adjustment.
Although the rights are not intended to prevent a takeover of the Company at a
full and fair price, they may have certain anti-takeover effects. They may
deter an attempt to acquire the Company in a manner which seeks to deprive the
Company's shareholders of the full and fair value of their investment and may
deter attempts by significant shareholders to take advantage of the Company and
it shareholders through certain self-dealing transactions. The rights may cause
substantial dilution to a person or group that acquires or attempts to acquire
the Company unless the rights are redeemed by the Board of Directors.
Accordingly, the rights should encourage any potential acquiror to seek to
negotiate with the Board of Directors. Unless the approval is first obtained
from the Board of Directors of the Company, the rights may deter transactions,
including tender offers, which the majority of shareholders may believe are
beneficial to them. The rights are
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redeemable by the Company and expire on December 31, 2000. Under the Rights
Agreement, one preferred stock purchase right will also be issued with each
share of Common Stock offered hereby.
A proposal regarding the Rights Plan, offered by a stockholder of the
Company, was approved by the stockholders of the Company at its Annual Meeting
of Stockholders held on April 27, 1994. The Board of Directors of the Company
had recommended that stockholders vote against the proposal. The proposal
requested the Board of Directors of the Company to redeem the preferred stock
purchase rights unless their issuance is approved by a binding vote of the
stockholders. No decision regarding the matter has been announced by the
Company. The stockholder which offered the proposal in 1994 has notified the
Company that it intends to offer the same proposal for consideration and
approval by the stockholders of the Company at its Annual Meeting of
stockholders to be held on May 9, 1995.
STANDBY ARRANGEMENT
In the event that fewer than all of the outstanding Depositary Shares are
surrendered for conversion prior to 5:00 p.m. New York City time on the
Redemption Date, the Company has arranged, subject to certain conditions, for
Donaldson, Lufkin & Jenrette Securities Corporation and Salomon Brothers Inc
(collectively, the "Purchasers") to purchase directly from the Company up to
such whole number of shares of Common Stock as would have been issuable upon
conversion of any Depositary Shares that have not been surrendered for
conversion at such time at a price of $25.98 per share in accordance with the
terms of a Standby Agreement (the "Standby Agreement"). The Company would use
the net proceeds from any such purchase to pay the Redemption Price of the
Depositary Shares not surrendered for conversion.
The Purchasers propose to offer any shares of the Common Stock they acquire
in part directly to retail purchasers as set forth on the cover page of this
Prospectus and in part to certain securities dealers at prices that may
represent concessions from the prices at which such shares are then being
offered to the public. The Purchasers may allow, and such dealers may reallow,
a concession to certain brokers and dealers. The amount of such concessions and
reallowances will be determined from time to time by the Purchasers. In
effecting such transactions, the Purchasers may realize profits and losses
independent of the compensation referred to below. The Purchasers will remit to
the Company 50% of the profit (determined in accordance with the terms of the
Standby Agreement) made by the Purchasers from the sale of shares of Common
Stock purchased by the Purchasers directly from the Company; provided, however,
that the Purchasers shall not remit any portion of such profit if they shall
have purchased at least 342,672 shares of Common Stock directly from the
Company. The Purchasers may assist in the solicitation of conversion of the
Depositary Shares, but will receive no additional compensation therefor. The
Company has agreed to indemnify the Purchasers against certain liabilities,
including liabilities under the Securities Act of 1933.
Pursuant to the terms of the Standby Agreement and in consideration of the
Purchasers' obligations thereunder, the Company has agreed to pay the
Purchasers the sum of (i) an amount equal to $2,671,301 plus (ii) an additional
amount equal to $1.50 for each share of Common Stock acquired by the Purchasers
directly from the Company.
If the Purchasers purchase any shares of Common Stock directly from the
Company under the terms of the Standby Agreement, the Company has agreed that,
without the prior written consent of the Purchasers, the Company will not
offer, sell, contract to sell or otherwise dispose of any additional shares of
its Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, for a period commencing on the date of this
Prospectus and ending 180 days after the Redemption Date, other than (a) the
issuance of Common Stock pursuant to the Standby Agreement, (b) any shares of
Common Stock sold upon the exercise of an option or warrant or the conversion
or exchange of a security outstanding on the date hereof and (c) any shares of
Common Stock sold pursuant to existing employee benefit plans of the Company.
If the Purchasers purchase fewer than 350,000 shares of Common Stock directly
from the
9
Company pursuant to the Standby Agreement, such restrictions with respect to
the Company shall terminate. The obligations of the Purchasers under the
Standby Agreement are subject to the condition that each director and executive
officer of the Company shall have agreed not to sell any equity securities of
the Company for a period of 90 days following March 14, 1995, if the Purchasers
shall have purchased at least 350,000 shares of Common Stock directly from the
Company pursuant to the Standby Agreement.
The Purchasers have provided and may continue to provide services to the
Company in connection with various investment banking matters.
In the Standby Agreement, the Company and the Purchasers have agreed to
indemnify each other against certain civil liabilities, including liabilities
under the Securities Act of 1933, as amended.
LEGAL MATTERS
Certain legal matters with respect to the shares of the Company's Common
Stock offered hereby will be passed on for the Company by Bronson, Bronson &
McKinnon, San Francisco, California, and for the Purchasers by Latham &
Watkins, San Francisco, California.
EXPERTS
The consolidated financial statements and related schedules of Advanced Micro
Devices, Inc. incorporated by reference in the Company's Annual Report (Form
10-K) for the year ended December 26, 1993, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their reports thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
10
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFER-
ENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESEN-
TATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR
ANY AGENT, DEALER OR UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDIC-
TION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE AN IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
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TABLE OF CONTENTS
PAGE
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PROSPECTUS
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
The Company............................................................... 3
Use of Proceeds........................................................... 4
Capitalization............................................................ 4
Price Range of Common Stock and
Dividend Policy.......................................................... 4
Description of Depositary Shares.......................................... 5
Redemption of the Depositary Shares and Expiration of Conversion
Privileges............................................................... 5
Certain Federal Income Tax Considerations................................. 6
Description of Capital Stock.............................................. 7
Standby Arrangement....................................................... 9
Legal Matters............................................................. 10
Experts................................................................... 10
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[LOGO OF ADVANCED MICRO DEVICES]
ADVANCED MICRO DEVICES, INC.
6,853,443 SHARES
COMMON STOCK
(PAR VALUE $0.01)
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PROSPECTUS
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DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
SALOMON BROTHERS INC
FEBRUARY 10, 1995
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