-----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, P04GLBNGhIDthMoN8gkmDajjNARovvxyYniB2Seg+F3Sv3XimbIi5mlN8EmP0Vf/ lDXrNeN09pd7pDkDjqxIFg== 0001012870-97-001599.txt : 19970819 0001012870-97-001599.hdr.sgml : 19970819 ACCESSION NUMBER: 0001012870-97-001599 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970815 EFFECTIVENESS DATE: 19970815 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33855 FILM NUMBER: 97665799 BUSINESS ADDRESS: STREET 1: ONE AMD PL STREET 2: P O BOX 3453 CITY: SUNNYVALE STATE: CA ZIP: 94088 BUSINESS PHONE: 4087322400 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on: August __, 1997 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 (I.R.S. EMPLOYER IDENTIFICATION NO.) OF INCORPORATION OR ORGANIZATION) ONE AMD PLACE, SUNNYVALE, CALIFORNIA 94088-3453 - ---------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ADVANCED MICRO DEVICES, INC. 1991 STOCK PURCHASE PLAN --------------------------------------------------------------- (FULL TITLE OF THE PLANS) THOMAS M. MCCOY VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY ADVANCED MICRO DEVICES, INC., ONE AMD PLACE, SUNNYVALE, CALIFORNIA 94088-3453 --------------------------------------------- (NAME AND ADDRESS OF AGENT FOR SERVICE) (408) 732-2400 -------------------- (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE ===================================================================================================================== 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 - --------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 1,500,000 $35.875/1/ $53,812,500 $16,307 ===================================================================================================================== 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 August 11, 1997, 1997.
The contents of the registration statement identified by file number 33-39747 and 333-00969, are hereby incorporated by reference. ITEM 8. EXHIBITS See Index to Exhibits 2 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 Sunnyvale, California, on this 14th day of August, 1997. ADVANCED MICRO DEVICES, INC. /s/ Marvin D. Burkett By __________________________________ Marvin D. Burkett Senior Vice President Chief Financial and Administrative Officer and Treasurer Power of Attorney ----------------- KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints W.J. Sanders III and Marvin D. Burkett, 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. 3 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 --------- ----- ---- /s/ W.J. Sanders III - --------------------------- Chairman of the Board and Chief August 14, 1997 W.J. Sanders III Executive Officer (Principal Executive Officer) /s/ Richard Previte - --------------------------- Director, President and Chief August 14, 1997 Richard Previte Operating Officer /s/ S. Atiq Raza - --------------------------- Director, Vice President August 14, 1997 S. Atiq Raza and Chief Technical Officer /s/ Friedrich Baur - --------------------------- Director August 14, 1997 Friedrich Baur /s/ Charles M. Blalack - --------------------------- Director August 14, 1997 Charles M. Blalack /s/ R. Gene Brown - --------------------------- Director August 14, 1997 R. Gene Brown /s/ Joe L. Roby - --------------------------- Director August 14, 1997 Joe L. Roby /s/ Leonard Silverman - --------------------------- Director August 14, 1997 Leonard Silverman /s/ Marvin D. Burkett - --------------------------- Senior Vice President, Chief August 14, 1997 Marvin D. Burkett Financial and Administrative Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) 4 EXHIBIT INDEX -------------
Exhibit No. Exhibit Name - ------- ------------ 5 Opinion of Counsel; Bronson, Bronson & McKinnon 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of Counsel (See Exhibit 5) 24 Power of Attorney (see signature pages) 99.1 Advanced Micro Devices, Inc. 1991 Stock Purchase Plan, filed as an appendix to the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 20, 1997, is hereby incorporated by reference.
5 EX-5 2 OPINION OF COUNSEL EXHIBIT 5 [LETTERHEAD OF BRONSON, BRONSON & MCKINNON LLP APPEARS HERE] August 15, 1997 Board of Directors Advanced Micro Devices, Inc. One AMD Place Sunnyvale, California 94088 Re: Advanced Micro Devices, Inc. 1991 Stock Purchase Plan ----------------------------------------------------- Gentlemen: We refer to the Registration Statement on Form S-8 to be filed by Advanced Micro Devices, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 1,500,000 shares of the Company's common stock, $.01 par value ("Common Stock"), issuable under the Company's 1991 Stock Purchase Plan (the "AMD SPP"). As counsel to the Company, we have examined such questions of law and such corporate records and other documents as we have considered necessary or appropriate for the purposes of this opinion. On the basis of the foregoing, we advise you that in our opinion the shares of Common Stock issuable under the AMD SPP have been duly and validly authorized and, when issued and sold in the manner contemplated by the AMD SPP, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Bronson, Bronson & McKinnon LLP ------------------------------------ Bronson, Bronson & McKinnon LLP EX-23.1 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Advanced Micro Devices, Inc. 1991 Stock Purchase Plan of our reports dated January 9, 1997, with respect to the consolidated financial statements of Advanced Micro Devices, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 29, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California August 13, 1997 -----END PRIVACY-ENHANCED MESSAGE-----