-----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, QFpqd2mbYgcWSQQF0MZhiQJbN0JqSpmveGyYpUpTUkMzJbGMdVtWNvrues2zn2fR O2BdZWXwy170E2u5ptZh4w== 0001012870-02-000238.txt : 20020414 0001012870-02-000238.hdr.sgml : 20020414 ACCESSION NUMBER: 0001012870-02-000238 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020124 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020124 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: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07882 FILM NUMBER: 02516239 BUSINESS ADDRESS: STREET 1: ONE AMD PL STREET 2: MS 68 CITY: SUNNYVALE STATE: CA ZIP: 94088-3453 BUSINESS PHONE: 4087322400 MAIL ADDRESS: STREET 1: ONE AMD PLACE STREET 2: MS 68 CITY: SUNNYVALE STATE: CA ZIP: 94088-3450 8-K 1 d8k.txt 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 (date of earliest event reported): January 24, 2002 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 offices) (Zip Code) Registrant's telephone number, (408) 732-2400 including area code: -------------- Item 5. Other Events. On January 24, 2002, AMD issued a press release which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits The following exhibits are filed as part of this Report: No. Exhibit -- ------- 99.1 Press Release dated January 24, 2002 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. Date: January 24, 2002 By: /s/ Robert J. Rivet -------------------------------------- Robert J. Rivet Senior Vice President, Chief Financial Officer EXHIBIT INDEX No. Exhibit - -- ------- 99.1 Press Release dated January 24, 2002 EX-99.1 3 dex991.txt PRESS RELEASE DATED JANUARY 24, 2002 EXHIBIT 99.1 CONTACTS: John Greenagel AMD Public Relations (408) 749-3310 E-mail: john.greenagel@amd.com ---------------------- Toni Beckham AMD Investor Relations (408) 749-3127 E-Mail: investorrelations-ca.communications@amd.com Advanced Micro Devices Announces Pricing of Private Offering of 4-3/4% Convertible Senior Debentures Due 2022 SUNNYVALE, CA - January 24, 2002 - Advanced Micro Devices, Inc. (NYSE: AMD) today announced the pricing of a private offering of $500 million aggregate principal amount of its 4-3/4% Convertible Senior Debentures Due 2022 to be issued pursuant to Rule 144A. The company has granted to the initial purchasers of the Debentures an option to purchase up to an additional $100 million principal amount of Debentures for a period of 13 days. AMD intends to use the net proceeds generated from the offering for capital expenditures, working capital and general corporate purposes. The Debentures will bear interest at a rate of 4-3/4% per annum. The interest rate will be reset on each of August 1, 2008, August 1, 2011 and August 1, 2016 to a rate per annum equal to the interest rate payable 120 days prior to such date on 5-year U.S. Treasury Notes, plus 43 basis points. The reset rate will not be less than 4-3/4% and will not exceed 6-3/4%. The Debentures will be convertible into the company's common stock initially at a conversion price of $23.38 per share. At the initial conversion price, each $1,000 principal amount of Debentures will be convertible into approximately 43 shares of the company's common stock. The initial conversion price represents a 40% premium over the last reported sale price of the company's common stock on January 23, 2002, which was $16.70 per share. The Debentures will be redeemable at specified prices declining to 100% of the principal amount plus accrued and unpaid interest at the company's option beginning on February 5, 2005, provided that the company may not redeem the Debentures prior to February 1, 2006 unless the last reported sale price of the company's common stock is at least 130% of the then effective conversion price for at least 20 trading days within a period of 30 consecutive trading days ending within five trading days of the date of the redemption notice. Holders of the Debentures will have the ability to require the company to repurchase the Debentures, in whole or in part, on February 1, 2009, February 1, 2012 and February 1, 2017. The holders of the Debentures will also have the ability to require the company to repurchase the Debentures in the event that the company undergoes specified fundamental changes, including a change of control. In each such case, the redemption or repurchase price would be 100% of the principal amount of the Debentures plus accrued and unpaid interest. The Debentures and common stock issuable upon conversion have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements in this release involve risks and uncertainty that could cause actual results to differ materially from current expectations. -----END PRIVACY-ENHANCED MESSAGE-----