As filed with the Securities and Exchange Commission on: April 30, 1999
Registration No. 333-___________
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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.
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(Exact name of registrant as specified in its charter)
DELAWARE 94-1692300
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
ONE AMD PLACE, SUNNYVALE, CALIFORNIA 94088-3453
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(Address of principal executive offices) (Zip Code)
ADVANCED MICRO DEVICES, INC. 1991 STOCK PURCHASE PLAN
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(Full title of the plan)
THOMAS M. MCCOY
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ADVANCED MICRO DEVICES, INC., ONE AMD PLACE,
Sunnyvale, California 94088-3453
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(Name and address of agent for service)
(408) 732-2400
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered be Registered Price per Share Offering Price Registration Fee
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Common Stock, $.01 par value 2,000,000 $16.50/1/ $33,000,000.00 $9,174.00
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/1/ Estimated solely for the purpose of determining the registration fee,
computed in accordance with Rule 457(h) and Rule 457(c) on the basis of the
average of the reported high and low prices for the Common Stock on the New
York Stock Exchange on April 29, 1999.
The contents of the registration statements identified by the file numbers 33-
39747, 333-00969 and 333-33855 are hereby incorporated by reference herein.
ITEM 8. EXHIBITS
Exhibit
No. Exhibit Name
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5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
99.1 Advanced Micro Devices, Inc. 1991 Stock Purchase Plan.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Sunnyvale, California, on this 29th day of April, 1999.
ADVANCED MICRO DEVICES, INC.
By /s/ Francis P. Barton
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Francis P. Barton
Senior Vice President, Chief Financial Officer
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Power of Attorney
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints W. J. Sanders III and Francis P. Barton, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and 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 the same, 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 connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ W. J. Sanders III Chairman of the Board and April 29, 1999
______________________________
W. J. Sanders III Chief Executive Officer
(Principal Executive Officer)
/s/ Friedrich Baur Director April 29, 1999
______________________________
Friedrich Baur
/s/ Charles M. Blalack Director April 29, 1999
______________________________
Charles M. Blalack
/s/ R. Gene Brown Director April 29, 1999
______________________________
R. Gene Brown
/s/ Robert B. Palmer Director April 29, 1999
______________________________
Robert B. Palmer
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Signature Title Date
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/s/ Richard Previte Director, Vice Chairman April 29, 1999
______________________________
Richard Previte
/s/ S. Atiq Raza Director, President, Chief April 29, 1999
______________________________ Operating Officer and Chief
S. Atiq Raza Technical Officer
/s/ Joe L. Roby Director April 29, 1999
______________________________
Joe L. Roby
/s/ Leonard Silverman Director April 29, 1999
______________________________
Leonard Silverman
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EXHIBIT INDEX
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Exhibit
No. Exhibit Name
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5.1 Opinion of Latham & Watkins.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to the signature pages.
99.1 Advanced Micro Devices, Inc. 1991 Stock Purchase Plan.
6