Form S-8

As filed with the Securities and Exchange Commission on August 26, 2003

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ADVANCED MICRO DEVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware       94-1692300

(State or Other Jurisdiction of

Incorporation or Organization)

      

(I.R.S. Employer

Identification Number)

 

One AMD Place

Sunnyvale, California 94088-3453

(Address of Principal Executive Offices including Zip Code)

 

 

ADVANCED MICRO DEVICES, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plan)

 

 

Thomas M. McCoy

Senior Vice President, General Counsel

Advanced Micro Devices, Inc.

One AMD Place

Sunnyvale, California 94088-3453

(408) 732-2400

(Name and Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

 

 

 

CALCULATION OF REGISTRATION FEE
Title of Securities to Be Registered(1)    Amount
to be
Registered(2)		    Proposed
Maximum
Offering Price
Per Share(3)		    Proposed
Maximum
Aggregate
Offering
Price(3)		    Amount of
Registration
Fee

Common Stock, $.01 Par Value

   

      7,000,000      

shares

    $9.15    $64,050,000    $5,181.65
(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. 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 August 20, 2003.

 

Proposed sale to take place as soon after the effective date of the registration

statement as options granted under the Plans are exercised.

 

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 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 February 13, 2003 and our stockholders on May 1, 2003.

 

Pursuant to General Instruction E of Form S-8, we hereby incorporate by reference the following documents filed with the Commission 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 29, 2002, including information specifically incorporated by reference into our Form 10-K from our Proxy Statement for our 2003 Annual Meeting of Stockholders, filed with the Commission on March 14, 2003;

 

  •   Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2003, filed with the SEC on August 11, 2003;

 

  •   Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2003, filed with the SEC on May 13, 2003;

 

  •   Our Current Reports on Form 8-K, filed with the Commission on January 21, 2003, April 4, 2003 and July 14, 2003;

 

  •   The description of our common stock, par value $.01 per share, contained in our registration statement on Form 8-A, filed with the Commission on September 14, 1979, including any subsequently filed amendments and reports updating such description;

 

  •   Our registration statements on Form S-8 (File No. 333-40030 and File No. 333-60550), filed with the Commission on June 23, 2000 and May 9, 2001; and

 

  •   All documents we file with the Commission 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 Commission will automatically update and supersede this information.

 

Item 8.    Exhibits.

 

See Index to Exhibits on page 6.

 

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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. 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.

 

(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 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 Austin, State of Texas, on August 21, 2003.

 

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 Hector de J. Ruiz 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

/s/    W. J. SANDERS III        

W. J. Sanders III

    Chairman of the Board  

August 1, 2003

/s/    HECTOR DE J. RUIZ        

Hector de J. Ruiz

    Director, President and Chief Executive Officer (Principal Financial Officer)  

August 1, 2003

/s/    ROBERT J. RIVET        

Robert J. Rivet

    Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)  

August 21, 2003

/s/    FRIEDRICH BAUR        

Friedrich Baur

    Director  

August 1, 2003

/s/    CHARLES M. BLALACK        

Charles M. Blalack

    Director  

August 1, 2003

/s/    R. GENE BROWN        

R. Gene Brown

    Director  

August 1, 2003

/s/    BRUCE CLAFLIN        

Bruce Claflin

    Director  

August 1, 2003

/s/    ROBERT B. PALMER        

Robert B. Palmer

    Director  

August 1, 2003

/s/    LEONARD SILVERMAN        

Leonard Silverman

    Director  

August 1, 2003

 

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Pursuant to the requirements of the Securities and Exchange Act of 1933, as amended, the Board of Directors of Advanced Micro Devices, Inc. has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Austin, State of Texas on this day of August 1, 2003.

 

ADVANCED MICRO DEVICES, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN

 

Signature

   

Title

/s/    W. J. SANDERS        

W. J. Sanders III

    Chairman of the Board

/s/    HECTOR DE J. RUIZ        

Hector de J. Ruiz

    Director

/s/    FRIEDRICH BAUR        

Friedrich Baur

    Director

/s/    CHARLES M. BLALACK        

Charles M. Blalack

    Director

/s/    R. GENE BROWN        

R. Gene Brown

    Director

/s/    BRUCE CLAFLIN        

Bruce Claflin

    Director

/s/    ROBERT B. PALMER        

Robert B. Palmer

    Director

/s/    LEONARD SILVERMAN        

Leonard Silverman

    Director

 

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INDEX TO EXHIBITS

 

EXHIBIT
     
    5.1   

Opinion of Latham & Watkins.

*10.1   

Advanced Micro Devices, Inc. 2000 Employee Stock Purchase Plan.

  23.1   

Consent of Latham & Watkins (included in Exhibit 5.1).

  23.2   

Consent of Independent Auditors.

  24.1   

Power of Attorney (included in the signature page to this registration statement).

*   Incorporated by reference to our Proxy Statement for our 2003 Annual Meeting of Stockholders, filed with the Commission on March 14, 2003 (File No. 001-07882).

 

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