As filed with the Securities and Exchange Commission on May 9, 2001
Registration No. ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADVANCED MICRO DEVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-1692300
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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One AMD Place
Sunnyvale, California 94088-3453
(Address of Principal Executive Offices including Zip Code)
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ADVANCED MICRO DEVICES, INC. 1996 STOCK INCENTIVE PLAN
ADVANCED MICRO DEVICES, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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Thomas M. McCoy
Senior Vice President, General Counsel and Secretary
Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, California 94088-3453
(408) 732-2400
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(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
to be Offering Price Offering Registration
Title of Securities to Be Registered(1) Registered(2) Per Share(3) Price(3) Fee
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Common Stock, $.01 Par Value 15,000,000 $30.60 $459,000,000 $114,750
shares
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Advanced Micro Devices,
Inc. 2000 Employee Stock Purchase Plan.
(2) This registration statement shall also cover any additional shares of
Common Stock which become issuable under the Advanced Micro Devices, Inc.
1996 Stock Incentive Plan or the Advanced Micro Devices, Inc. 2000
Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of outstanding shares of the Registrant's Common Stock.
(3) Estimated solely for the purpose of determining the registration fee,
computed in accordance with Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, as amended, on the basis of the average of the
reported high and low sale prices of the Common Stock, as reported on The
New York Stock Exchange on May 7, 2001.
Proposed sale to take place as soon after the effective date of the registration
statement as options granted under the Plans are exercised.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the SEC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this registration statement, Advanced Micro Devices, Inc. is sometimes
referred to as "we," "us" or "our."
Pursuant to General Instruction E of Form S-8, this registration statement
is filed solely to register:
. an additional 8,000,000 shares of our common stock reserved for issuance
under our 1996 Stock Incentive Plan, which increase was approved by our
Board of Directors on March 10, 2001 and our stockholders on April 26,
2001; and
. an additional 7,000,000 shares of our common stock reserved for issuance
under our 2000 Employee Stock Purchase Plan, which increase was approved
by our Board of Directors on March 10, 2001 and our stockholders on
April 26, 2001.
Pursuant to General Instruction E of Form S-8, we hereby incorporate by
reference the following documents filed with the SEC pursuant to the Securities
Exchange Act of 1934, as amended (File No. 001-07882):
. Our Annual Report on Form 10-K for the fiscal year ended December 31,
2000, including information specifically incorporated by reference into
our Form 10-K from our Proxy Statement for our 2001 Annual Meeting of
Stockholders, filed with the SEC on March 20, 2001, as amended by our
Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2000, filed with the SEC on March 26, 2001 and our
Amendment No. 2 to Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2000, filed with the SEC on April 16, 2001;
. Our Current Reports on Form 8-K, filed with the SEC on January 24, 2001,
February 8, 2001, April 24, 2001 and May 9, 2001;
. The description of our common stock, par value $.01 per share, contained
in our registration statement on Form 8-A, filed with the SEC on
September 14, 1979, including any subsequently filed amendments and
reports updating such description;
. Our registration statement on Form S-8 (File No. 333-04797),filed
with the SEC on May 30, 1996;
. Our registration statement on Form S-8 (File No. 333-57525),filed
with the SEC on June 23, 1998;
. Our registration statement on Form S-8 (File No. 333-40030),filed
with the SEC on June 23, 2000; and
. All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment to this registration statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
Information that we file later with the SEC will automatically update and
supersede this information.
Item 8. Exhibits.
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See Index to Exhibits on page 5.
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Item 9. Undertakings.
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(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 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 (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.
(h) 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 Securities Act of 1933 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on May 9, 2001.
ADVANCED MICRO DEVICES, INC.
By: /s/ Robert J. Rivet
______________________________________
Robert J. Rivet
Senior Vice President,
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint W. J. Sanders III and Robert J.
Rivet, and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agent to act for him
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file this registration statement, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same as fully, to all intents
and purposes, as they or he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully 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
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/S/ W.J. Sanders III Chairman of the Board and Chief Executive Officer April 26, 2001
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W.J. Sanders III
/S/ Robert J. Rivet Senior Vice President, Chief Financial Officer April 26, 2001
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Robert J. Rivet
/S/ Friedrich Baur Director April 26, 2001
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Friedrich Baur
/S/ Charles M. Blalack Director April 26, 2001
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/S/ Charles M. Blalack
/S/ R. Gene Brown Director April 26, 2001
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R. Gene Brown
/S/ Robert B. Palmer Director April 26, 2001
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Robert B. Palmer
/S/ Joe L. Roby Director April 26, 2001
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Joe L. Roby
/S/ Hector de J. Ruiz Director, President and Chief Operating Officer April 26, 2001
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Hector de J. Ruiz
/S/ Leonard Silverman Director April 26, 2001
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Leonard Silverman
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INDEX TO EXHIBITS
EXHIBIT
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5.1 Opinion of Latham & Watkins.
*10.1 Advanced Micro Devices, Inc. 1996 Stock Incentive Plan.
*10.2 Advanced Micro Devices, Inc. 2000 Employee Stock Purchase Plan.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included in the signature page to this registration
statement).
* Incorporated by reference to our Proxy Statement for our 2001 Annual
Meeting of Stockholders, filed with the SEC on March 20, 2001
(File No. 001-07882).
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