MICRON TECHNOLOGY, INC.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
1-10658
|
75-1618004
|
|||
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
8000 South Federal Way
|
||
Boise, Idaho 83716-9632
|
||
(Address of principal executive offices)
|
(208) 368-4000
|
||
(Registrant’s telephone number, including area code)
|
Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Item 8.01.
|
Other Events.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|||||||||
(d) Exhibits.
|
||||||||||
Exhibit No.
|
Description
|
|||||||||
2.3*
99.1
|
English Translation of Agreement Amending Agreement on Support for Reorganization Companies with Nobuaki Kobayashi and Yukio Sakamoto, the trustees of Elpida Memory, Inc. and its wholly-owned subsidiary, Akita Elpida Memory, Inc., dated October 29, 2012
Press release issued on October 31, 2012
|
*
|
Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.
|
MICRON TECHNOLOGY, INC.
|
|||
Date:
|
October 31, 2012
|
By:
|
/s/ Ronald C. Foster
|
Name:
|
Ronald C. Foster
|
||
Title:
|
Chief Financial Officer and
Vice President of Finance
|
Exhibit
|
Description
|
|
2.3*
|
English Translation of Agreement Amending Agreement on Support for Reorganization Companies with Nobuaki Kobayashi and Yukio Sakamoto, the trustees of Elpida Memory, Inc. and its wholly-owned subsidiary, Akita Elpida Memory, Inc., dated October 29, 2012
|
|
99.1
|
Press Release issued on October 31, 2012
|
|
*
|
Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.
|
|
Article 1
|
1
|
Article 15 of the Sponsor Agreement is amended to read as follows.
|
2
|
Article 20.2(15) of the Sponsor Agreement is amended to read as follows.
|
|
(15)
|
[*].
|
|
Article 2
|
|
(5)
|
An order of approval of either the Reorganization Plan Proposal or the Akita Reorganization Plan Proposal has not been issued by the Court or the Akita Court within seven (7) months after August 21, 2012,
|
|
Article 3
|
|
1
|
Subject to the last sentences of Article 3.2 and item (3), Article 13.1, of the Sponsor Agreement and provided that the requirements thereof are complied with in all respects, Micron will not make a claim that the provisions for timing and ratio of discharge of General Reorganization Claims for Principal, Etc. provided in Sub-section 1.2(1), Section 4, Chapter III of the Reorganization Plan Proposal (i) are in breach of the provisions under the second sentence of Article 3.2 or the second sentence of item (3), Article 13.1 of the Sponsor Agreement, (ii) make the condition in Article 20.2 (2) unsatisfied or (iii) constitute the termination event under Article 25.2 (3).
|
|
2
|
Micron will not make a claim that creation of a pledge on the claims in respect of the renewed insurance agreement under Sub-section 4.1, Section 1, Chapter VII of the Reorganization Plan Proposal (i) is in breach of the provision under the last sentence of Article 16.2 of the Sponsor Agreement, (ii) makes the condition in Article 20.2 (2) unsatisfied or (iii) constitutes the termination event under Article 25.2 (3).
|
Article 4
|
|
Article 5
|
|
1
|
Item (6) of Article 20.2 of the Sponsor Agreement is amended to read as follows:
|
|
(6)
|
Either of the following shall have occurred:
|
|
(i) An order of recognition of the appropriate U.S. Court under Chapter 15 of the U.S. Bankruptcy Code that recognizes the order of the Court approving the Reorganization Plan and authorizes the implementation of the Reorganization Plan (including the cost plus model) with respect to assets that exist and claims that can be asserted in the United States shall have been entered.
|
|
(ii) Alternative actions or measures reasonably acceptable to the Sponsor, which
|
|
actions or measures provide substantially equivalent benefits to those that would be provided by the recognition order contemplated by clause (i), shall have been completed or implemented.
|
|
2
|
Article 10.20 of the Sponsor Agreement is amended to read as follows:
|
|
Article 7
|
|
Article 8
|
|
Article 9
|
|
(1)
|
a trustee is not appointed in place of the Changed Party—the Non-Changed Party shall exercise rights and perform obligations as the Trustees by itself or
|
|
(2)
|
a trustee is appointed in place of the Changed Party—the person so appointed and the Non-Changed Party shall exercise rights and perform obligations as the Trustees.
|
|
Article 10
|
|
Article 11
|
|
Article 12
|
1
|
This Amendment Agreement is executed in the Japanese language. Even if this Amendment Agreement is translated into another language other than the Japanese language, only the Japanese language version is the official version of this Amendment Agreement, the Japanese language version always prevails over any translation in any language other than the Japanese language, and the translation may not be used as the basis for any interpretation of this Amendment Agreement.
|
2
|
Unless otherwise provided herein, all documents executed in accordance or connection with this Amendment Agreement must be executed in the Japanese language, and the preceding paragraph applies mutatis mutandis with respect to the relationship between documents so executed and translations of them in any language other than the Japanese language.
|
|
Article 13
|
|
Article 14
|
|
Article 15
|
|
Article 16
|
Contacts:
|
Kipp A. Bedard
|
Daniel Francisco
|
Investor Relations
|
Media Relations
|
|
kbedard@micron.com
|
dfrancisco@micron.com
|
|
(208) 368-4465
|
(208) 368-5584
|