-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ITqhR3DI5Jn39eHa6q6BTXaUUFgnrhPPLcywTZCHd4xBFOg/FkZSPLPTMUYvx8+b dZ3dtbZUPUOgKYKY17qEiA== 0000898430-96-000096.txt : 19960116 0000898430-96-000096.hdr.sgml : 19960116 ACCESSION NUMBER: 0000898430-96-000096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960112 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960112 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED MICRO DEVICES INC CENTRAL INDEX KEY: 0000002488 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [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: 96503163 BUSINESS ADDRESS: STREET 1: ONE AMD 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: January 12, 1996 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 Page 1 of 4 Item 5. Other Events. - ------ ------------ Advanced Micro Devices, Inc. (the "Company") and NexGen, Inc. ("NexGen") are parties to an Agreement and Plan Of Merger dated October 20, 1995, as amended, pursuant to which NexGen, Inc. would merge either with and into the Company or with a wholly owned subsidiary of the Company. On January 12, 1996, NexGen, Inc. issued a press release announcing its expected financial results for the second fiscal quarter ended December 31, 1995. The full text of the press release is set forth in Exhibit 99 attached hereto and is incorporated in this report as if fully set forth herein. Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (c) Exhibits: 99 Press release dated January 12, 1996 2 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 12, 1996 By: /s/ Marvin D. Burkett _____________________________ Marvin D. Burkett Senior Vice President, Chief Financial and Administrative Officer and Treasurer 3 Exhibit Index ------------- 99 Press release dated January 12, 1996 4 EX-99 2 PRESS RELEASE [LOGO OF NEXGEN] - -------------------------------------------------------------------------------- PRESS RELEASE NexGen Contact: Anthony S. S. Chan Sandra O'Halloran Chief Financial Officer Director, Investor Relations (408) 325-8216 (408) 325-8046 NEXGEN(tm) EXPECTS REDUCED REVENUE AND EARNINGS FOR SECOND QUARTER OF FISCAL 1996 - --For Immediate Release-- MILPITAS, California, January 12, 1996, /PR NewsWire/ -- NexGen, Inc., (Nasdaq: NXGN) today announced, based on a preliminary assessment, that financial results for the second fiscal quarter ended December 31, 1995 will be significantly lower than the first quarter of fiscal year 1996. During the prior quarter ended September 30, 1995, the Company reported sales of $16.6 million and a net loss of $20.5 million, or $0.62 per share. For the fiscal second quarter, NexGen expects sales to be between $2 million to $4 million. The net loss will also be increased by a substantial write-down in the second fiscal quarter in the value of the Company's Nx586(r) based inventory, currently carried at approximately $25 million. NexGen estimates the net loss, prior to any adjustment for the inventory write-down, will be between $25 million and $30 million. The Company believes that its sales shortfall is attributable in large part to customers' deferral of purchasing decisions after the announcement of NexGen's proposed merger with Advanced Micro Devices, Inc. ("AMD"). In addition, the pricing pressures experienced in the September quarter continued in the December quarter for the Company's P90 and P100 products. On October 20, 1995, Advanced Micro Devices (AMD) and NexGen announced that both companies had signed a definitive agreement under which AMD will acquire NexGen in an all-stock merger transaction subject to shareholder approval. The shareholder meeting will take place for both companies on Tuesday, January 16, 1996. Assuming shareholder approval, the merger is expected to close shortly thereafter. Except for historical information contained herein, the matters set forth in this press release are forward looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward looking statements, including the final determination of inventory reserves based on the outlook at the end of each quarter for the products in inventory and on manufacturing lines, competitive pressures, including anticipated decreases in average selling prices of NexGen's products and the effects of price protection granted to customers, availability and cost competitiveness of products from NexGen's suppliers, timing of significant orders, and the risk factors set forth in NexGen's and AMD's Joint Proxy Statement/Prospectus relating to the proposed merger. NexGen, Inc. develops and utilizes industry-leading processor technologies to deliver high performance x86 processors to mainstream PC users. NexGen, with headquarters in Milpitas, California, currently holds many patents for its leading-edge x86 processor technology. For product information, call 1-800-8NEXGEN (1-800-863-9436) or 408-435-0202, or you can reach us on the Web at http://www.nexgen.com. Nx586 is a registered trademark of NexGen, Inc. NexGen is a trademark of NexGen, Inc. All other product names used in this press release are for identification purposes only and may be trademarks of their respective companies. -----END PRIVACY-ENHANCED MESSAGE-----