-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nkyH9V/TN78tYouAwrcYOkYb3MEFy06u8VxMF0QaPhxzYxvZviTV5D1DZvncgzJE x924JLjxuEpUBnxWt2oXew== 0000898430-95-000048.txt : 19950608 0000898430-95-000048.hdr.sgml : 19950608 ACCESSION NUMBER: 0000898430-95-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19941230 ITEM INFORMATION: Other events FILED AS OF DATE: 19950119 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED MICRO DEVICES INC CENTRAL INDEX KEY: 0000002488 STANDARD INDUSTRIAL CLASSIFICATION: 3674 IRS NUMBER: 941692300 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07882 FILM NUMBER: 95501993 BUSINESS ADDRESS: STREET 1: 901 THOMPSON PL STREET 2: P O BOX 3453 CITY: SUNNYVALE STATE: CA ZIP: 94088 BUSINESS PHONE: 4087322400 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 30, 1994 ADVANCED MICRO DEVICES, INC. ---------------------------- (Exact name of registrant as specified in its charter) Delaware 1-7882 94-1692300 -------- ------ ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) One AMD Place P.O. Box 3453 Sunnyvale, California 94088-3453 - - --------------------- ---------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (408) 732-2400 Exhibit Index located on sequential page 5 Page 1 of 12 Item 5. Other Events - - ------- ------------ On December 30, 1994, Advanced Micro Devices, Inc. (the "Company") issued a press release announcing that the California Supreme Court upheld an arbitrator's award of technology rights to the Company in a long-running legal battle with Intel Corporation concerning a 1982 technology exchange agreement between the two companies (the "AMD/Intel Technology Agreement Arbitration"). Prior to the settlement with Intel next discussed, the press release also advised that Intel was expected to continue to challenge the validity of the award in federal court. On January 11, 1995, the Company issued a press release announcing that it had reached agreement with Intel Corporation to settle all current outstanding legal disputes (the "AMD/Intel Litigations") which include: (1) the AMD/Intel Technology Agreement Arbitration; (2) the '287 Microcode Litigation; (3) the '386 Microcode Litigation; (4) the '486 Microcode Litigation; (5) the Anti-trust Litigation; (6) the Business Interference Litigation and (7) the ITC Action. The settlement agreement terms include: 1. AMD will have a perpetual license to the microcode in the Intel 386(TM) and Intel 486(TM) microprocessors. 2. AMD agrees that it has no right to copy any other Intel microcode including the Pentium(TM) Processor, P6 microcode and 486 ICE (in circuit emulation) microcode. 3. The companies will negotiate a new patent cross-license agreement to become effective 1/1/96. 4. Intel will receive $58 million as settlement for past damages related to the ICE module of the '486 Microcode Litigation case. As ordered in the 1992 arbitration between the two companies, Intel will pay AMD approximately $18 million in damages (which includes interest) awarded by the arbitrator for breach of contract and will not contest the rights granted AMD in the AMD/Intel Technology Agreement Arbitration. The damages amount of $18 million was previously recorded by the Company in the third quarter of 1994. 5. Intel and AMD will drop all cases including appeals currently pending in the courts. 6. AMD will have the right to use foundries for Am486(R) products containing Intel microcode for up to 20 percent of its 486 production. 7. AMD and its customers will get a license for Intel's "Crawford '338" patent, covering memory management. 8. The two companies agree not to initiate legal action against one another for any activity occurring prior to January 6, 1995. 2 On January 12 , 1995, the Company issued a press release announcing that it had restated its 1994 financial results as a result of the settlement of the AMD/Intel litigations, specifically the agreement to pay Intel $58 million for past damages in the ICE module of the 486 Microcode Litigation. Thus, the Company recorded a $58 million charge in its fourth quarter of 1994 and revised its previously released 1994 results. Net income for the quarter and the year end was reduced by $35,877,000 from the originally reported amounts because of the tax benefit of the settlement and an accrual made for the AMD/Intel Litigations previously recorded in the fourth quarter. Currently, assuming the Intel settlement is fully consummated, the Company does not anticipate that the AMD/Intel Litigations or the foregoing settlement will have a material adverse impact on the Company's financial condition or results of operations for fiscal year 1995. 3 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ADVANCED MICRO DEVICES, INC (Registrant) Date: January 19, 1995 By: /s/ Larry R. Carter ---------------------------- Larry R. Carter 4 Exhibit Index -------------
Sequential Page No. -------- 28.1 Press Release dated December 30, 1994 announcing that 6 the California Supreme Court upheld the arbitrator's award in the AMD/Intel Technology Agreement Arbitration. 28.2 Press Release dated January 11, 1995 announcing that 8 the Company and Intel Corporation settled AMD/Intel Litigations. 28.3 Press Release dated January 12, 1995 announcing that 10 the Company restated its 1994 financial results as a consequence of the settlement of the AMD/Intel Litigations.
EX-28.1 2 EXHIBIT 28.1 TO 8-K EXHIBIT 28.1 NEWS RELEASE For further information: John Greenagel (408) 749-3310 Chuck Mulloy (408) 749-5481 CALIFORNIA SUPREME COURT UPHOLDS ARBITRATOR'S AWARD TO ADVANCED MICRO DEVICES SUNNYVALE, CA ... December 30, 1994 ... The California Supreme Court has upheld an arbitrator's award of technology rights to Advanced Micro Devices, Inc. in a long-running legal battle with Intel Corporation concerning a 1982 technology exchange agreement between the two companies. The ruling ends litigation that began in 1987 when AMD brought suit to compel arbitration, alleging that Intel had failed to honor its obligations under the technology exchange agreement. After finding that Intel had breached contractual obligations, including obligations of "good faith and fair dealing," retired Superior Court Judge J. Barton Phelps, acting as court-appointed arbitrator, awarded AMD, in addition to other remedies, a worldwide, royalty- free license to any Intel intellectual property contained in AMD's reverse- engineered Am386(R) microprocessor. These rights included patents, copyrights, mask work rights and trade secrets. Judge Phelps also extended the terms of AMD's license rights for two years as those rights concern the Am386 microprocessor. In 1993 a Sixth District Court of Appeals panel ruled that the arbitrator had exceeded his jurisdiction and invalidated the award of technology rights. Today's Supreme Court action overrules this lower court decision and affirms the Superior Court's judgment in favor of AMD. In an unrelated proceeding earlier this year, unanimous jury verdicts upheld AMD's license rights to use Intel microcodes, including the microcode in the Am386 microprocessor family. "AMD is delighted at a decision that not only does justice in this particular case, but also preserves the viability of arbitration as an alternative form of resolution for complicated business disputes in California," said W. J. Sanders III, chairman and chief executive officer. "This ruling, which we expect will be followed by the federal courts, forecloses Intel's claims for monetary damages based on our sales of 386 microprocessors," Mr. Sanders continued. Mr. Sanders said AMD does not believe the federal courts will respond favorably to Intel's pleas to ignore a ruling of the California Supreme Court simply because it involves copyright issues. "This case involved a contract breach and the appropriate remedies for that breach," said Mr. Sanders. "Although the arbitrator awarded a license to a federally protected copyright, the arbitrator's authority to make that award is exclusively governed by state law. Because California contract law controlled AMD's 1982 agreement with Intel, the federal court must defer to the California Supreme Court's interpretation of the arbitrator's powers. We are confident that the federal court will accept the Supreme Court's decision and dismiss Intel's federal copyright action on the Am386 microprocessor. "AMD and Intel have been in litigation long enough. I hope we can now find a path to a resolution based on our mutual interest in supporting the continued expansion of the market for Microsoft(R) Windows(TM)-compatible computer systems," he concluded. ##### AMD news release #94CORP27 Am386 is a registered trademark of Advanced Micro Devices, Inc. Microsoft is a registered trademark of Microsoft Corp. Windows is a trademark of Microsoft Corp. EX-28.2 3 EXHIBIT 28.2 TO 8-K EXHIBIT 28.2 NEWS RELEASE For further information: Chuck Mulloy AMD (408) 749-5481 Howard High Intel (408) 765-1488 AMD, INTEL SETTLE ALL LEGAL DISPUTES ------------------------------------ SANTA CLARA, CA ... January 11, 1995 ... Advanced Micro Devices, Inc. and Intel Corporation said they have reached agreement to settle all outstanding legal disputes between the two companies. Following are the major points of the agreement: * AMD will have a perpetual license to the microcode in the Intel 386(TM) and Intel 486(TM) microprocessors. * AMD agrees that it has no right to copy any other Intel microcode including the Pentium(TM) Processor, P6 microcode and 486 ICE (in circuit emulation) microcode. * The companies will negotiate a new patent cross-license agreement to become effective 1/1/96. * Intel will receive $58 million as settlement for past damages in the 486 ICE case. As ordered in the 1992 arbitration between the two companies, Intel will pay AMD approximately $18 million (which includes interest) awarded by the arbitrator for breach of contract and will not contest the rights granted AMD in the arbitration award. * Intel and AMD will drop all cases including appeals currently in the courts. * AMD will drop its antitrust case against Intel. * AMD will have the right to use foundries for Am486(R) products containing Intel microcode for up to 20 percent of its 486 production. * AMD and its customers will get a license on Intel's "Crawford '338" patent, covering memory management. * The two companies will agree not to initiate legal action against one another for any activity occurring prior to January 6, 1995. The two companies said they have been in negotiations for 4 months. The talks were suggested by Judge Magistrate Patricia Trumbull of the U.S. District Court in San Jose, who presided in the 386 and 486 cases. In a joint statement, Richard Previte, president and chief operating officer of AMD, and Craig Barrett, executive vice president and chief operating officer of Intel, said "We are pleased to reach an agreement that will enable the two companies to concentrate on competing in the marketplace, not the courts. This is clearly in the best interests of our customers, our stockholders and the PC marketplace." Messrs. Previte and Barrett were the lead negotiators of the agreement. AMD is the fifth-largest U.S. manufacturer of integrated circuits. Focusing on the personal and networked computing and communications markets, AMD produces microprocessors and related peripherals, memories, programmable logic devices and circuits for telecommunications and networking applications. Intel, the world's largest chip maker, is also a leading manufacturer of personal computer, networking and communications products. ### AMD news release #95CORP3 EX-28.3 4 EXHIBIT 28.3 TO 8-K EXHIBIT 28.3 NEWS RELEASE For further information: Chuck Mulloy (408) 749-5481 ADVANCED MICRO DEVICES RESTATES 1994 RESULTS TO REFLECT LITIGATION SETTLEMENT SUNNYVALE, CA ... January 12, 1995 ... Advanced Micro Devices (AMD) today announced that as a result of the AMD and Intel litigation settlement as required for financial reporting purposes, AMD recorded a $58 million charge in its fourth quarter of 1994 and revised its previously released 1994 results. Net income for the quarter and the year end was reduced by $ 35,877,000 from the originally reported amounts because of the tax benefit of the settlement and an accrual previously recorded in the fourth quarter. Even after the restatement AMD still achieved record sales, operating income and net income for 1994. The settlement will have no financial impact on 1995 operating results or financial condition. Advanced Micro Devices, Inc., is the fifth-largest U.S. manufacturer of integrated circuits. Focusing on the personal and networked computing and communications markets, AMD produces microprocessors and related peripherals, memories, programmable logic devices and circuits for telecommunications and networking applications. AMD has sales offices worldwide and has manufacturing facilities in Sunnyvale, California; Austin, Texas; Bangkok, Thailand; Penang, Malaysia; Singapore; Aizu-Wakamatsu, Japan and Basingstoke, England. ### Advanced Micro Devices, Inc. CONSOLIDATED BALANCE SHEETS (Thousands)
(Revised)* December 25, December 26, 1994 1993 (Audited) (Audited) - - --------------------------------------------------------------------------------------- ASSETS - - --------------------------------------------------------------------------------------- Current assets: Cash and temporary cash investments $ 377,854 $ 488,198 Accounts receivable, net 337,107 263,617 Inventories 128,690 104,050 Prepaid expenses and other current assets 44,293 30,399 Deferred income taxes 98,675 77,922 - - --------------------------------------------------------------------------------------- Total current assets 986,619 964,186 Other assets 70,284 58,633 Property, plant, and equipment, net 1,264,211 904,326 Investment in joint venture 124,588 2,086 - - --------------------------------------------------------------------------------------- $ 2,445,702 $ 1,929,231 ======================================================================================= Liabilities and Shareholders' Equity - - --------------------------------------------------------------------------------------- Current liabilities: Notes payable to banks $ 32,459 $ 30,994 Accounts payable 149,122 127,151 Accrued compensation and benefits 104,526 81,860 Other accrued liabilities 140,570 83,982 Income tax payable 53,795 34,991 Deferred income on shipments to distributors 83,800 74,436 Long-term debt and capital lease obligations due within one year 27,895 21,205 - - --------------------------------------------------------------------------------------- Total current liabilities 592,167 454,619 Deferred income taxes 42,518 42,837 Long-term debt and capital lease obligations due after one year 75,752 79,504 Shareholders' equity: Capital stock: Serial preferred stock, par value 34 35 Common stock, par value 956 926 Capital in excess of par value 698,673 619,733 Retained earnings 1,035,602 731,577 - - --------------------------------------------------------------------------------------- Total shareholders' equity 1,735,265 1,352,271 - - --------------------------------------------------------------------------------------- $ 2,445,702 $ 1,929,231 =======================================================================================
* Revised from previously released financial information as a result of a negotiated settlement with Intel Corporation. Advanced Micro Devices, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (Thousands except per share amounts)
Quarter Ended Year Ended (Unaudited) (Audited) - - -------------------------------------------------------------------------------------------------- Dec. 25, Sept. 25, Dec. 26, Dec. 25, Dec. 26, 1994 1994 1993 1994 1993 (Revised)* (Revised)* - - -------------------------------------------------------------------------------------------------- NET SALES $ 545,168 $ 543,114 $413,404 $2,134,659 $ 1,648,280 Cost of sales 263,837 252,409 208,552 982,306 789,564 Research and development 76,115 67,759 66,747 279,984 262,802 Marketing, general, and 87,236 87,369 83,148 359,230 290,861 administrative - - -------------------------------------------------------------------------------------------------- 427,188 407,537 358,447 1,621,520 1,343,227 - - -------------------------------------------------------------------------------------------------- Operating income 117,980 135,577 54,957 513,139 305,053 Litigation settlement (58,000) - - (58,000) - Interest income and other, net 5,317 394 4,647 16,259 16,490 Interest expense (1) (205) (1,391) (1,844) (2,910) - - -------------------------------------------------------------------------------------------------- Income before income taxes and equity in joint venture 65,296 135,766 58,213 469,554 318,633 Provision for income taxes 21,548 44,803 16,300 153,703 89,218 - - -------------------------------------------------------------------------------------------------- Income before equity in joint venture 43,748 90,963 41,913 315,851 229,415 Equity in net income (loss) of joint venture (2,989) (4,277) (274) (10,585) (634) - - -------------------------------------------------------------------------------------------------- NET INCOME 40,759 86,686 41,639 305,266 228,781 Preferred stock dividends 2,588 2,587 2,588 10,350 10,350 - - -------------------------------------------------------------------------------------------------- NET INCOME APPLICABLE TO COMMON SHAREHOLDERS $ 38,171 $ 84,099 $ 39,051 $ 294,916 $ 218,431 - - -------------------------------------------------------------------------------------------------- NET INCOME PER COMMON SHARE - Primary $0.39 $0.86 $0.41 $3.02 $2.30 - Fully diluted $0.39 $0.83 $0.41 $2.92 $2.24 - - -------------------------------------------------------------------------------------------------- Shares used in per share calculation - Primary 98,636 97,778 95,895 97,510 95,108 - Fully diluted 105,490 104,872 102,751 104,570 102,063 - - --------------------------------------------------------------------------------------------------
* Revised from previously released financial information as a result of a negotiated settlement with Intel Corporation. -----END PRIVACY-ENHANCED MESSAGE-----