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This excerpt taken from the AMD 8-K filed Feb 19, 2010.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 16, 2009, Advanced Micro Devices, Inc. (the “Company”) filed a Current Report on Form 8-K disclosing, among other things, that Nicholas M. Donofrio was appointed to the Company’s Board of Directors (the “Board”) effective November 16, 2009 and that Mr. Donofrio was appointed to the Nominating and Corporate Governance Committee of the Board.

On February 16, 2010, the Board appointed Mr. Donofrio to the Compensation Committee of the Board, effective February 16, 2010.


This excerpt taken from the AMD 8-K filed Jan 29, 2010.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of January 27, 2010, Frank Clegg, a member of the board of directors (the “Board”) of Advanced Micro Devices, Inc. (the “Company”), will not stand for re-election to the Board at the Company’s 2010 Annual Meeting of Stockholders.


This excerpt taken from the AMD 8-K filed Nov 20, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on January 16, 2009, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Advanced Micro Devices, Inc. (the “Company”) approved across-the-board reductions to annual base salaries, including the annual base salaries of all named executive officers, effective as of February 1, 2009. Effective November 16, 2009, the Compensation Committee approved the reversal of these reductions commencing on November 23, 2009. As a result, the reinstated annual base salaries of the named executive officers will be the following: (i) Mr. Derrick Meyer, the Company’s President and Chief Executive Officer, reinstated from $720,000 to $900,000; (ii) Mr. Robert Rivet, the Company’s Executive Vice President, Chief Operations and Administrative Officer, reinstated from $552,500 to $650,000; and (iii) Mr. Thomas McCoy, the Company’s Executive Vice President, Legal, Corporate and Public Affairs, reinstated from $462,400 to $544,000. Because annual bonus targets are a percentage of annual base salary, the across-the-board increases, in effect, would also increase fiscal 2009 annual bonus payments, if any.


This excerpt taken from the AMD 8-K filed Nov 18, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Advanced Micro Devices, Inc. (“AMD” or the “Company”) appointed Nicholas M. Donofrio as a director effective November 16, 2009. Mr. Donofrio was also appointed to the Nominating and Corporate Governance Committee of the Board.

Mr. Donofrio will receive similar benefits the Company provides to non-employee independent directors, which are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 18, 2009. On November 16, 2009, Mr. Donofrio was granted 50,000 restricted stock units, which will vest in equal installments on the anniversary of the date of grant over three years.

A copy of the press release announcing Mr. Donofrio’s appointment is attached as Exhibit 99.1 hereto.

 

Item 7.01. Regulation FD Disclosure.

The information in this Report furnished pursuant to Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this Report.

The following disclosure constitutes a forward-looking statement that is based on current expectations and beliefs and involves numerous risks and uncertainties that could cause actual results to differ materially from expectations. This forward-looking statement should not be relied upon as a prediction of future events as the Company cannot assure you that the events or circumstances reflected in this statement will be achieved or will occur. The forward-looking statement relates to the Company’s expectations relating to depreciation and amortization charges for fiscal year 2010. Material factors and assumptions that were applied in making these forward-looking statements include, without limitation, the following: (1) the expected rate of market growth and demand for the Company’s products and technologies (and the mix thereof); (2) the Company’s expected market share; (3) the Company’s expected product and manufacturing costs and average selling prices; (4) the Company’s overall competitive position and the competitiveness of the Company’s current and future products; (5) the Company’s ability to introduce new products and transition to more advanced manufacturing process technologies, consistent with the Company’s current plans; (6) the Company’s ability to make additional investment in research and development and that such opportunities will be available; and (7) the expected demand for computers. Material factors that could cause actual results to differ materially from current expectations include, without limitation, the following: (1) that Intel Corporation’s pricing, marketing and rebating programs, product bundling, standard setting, new product introductions or other activities may negatively impact sales; (2) that the Company’s substantial indebtedness could adversely affect the Company’s


financial position and prevent it from implementing the Company’s strategy or fulfilling its contractual obligations; (3) that the Company will require additional funding and may be unable to raise sufficient capital, on favorable terms, or at all; (4) that the Company may be unable to maintain the level of investment in research and development that is required to remain competitive; (5) that the Company may be unable to develop, launch and ramp new products and technologies in the volumes required by the market on a timely basis; (6) that the Company may be unable to transition to advanced manufacturing process technologies in a timely and effective way; (7) that there may be unexpected variations in market growth and demand for the Company’s products and technologies in light of the product mix that the Company may have available at any particular time; (8) that demand for computers will be lower than currently expected; (9) that the Company may under-utilize GLOBALFOUNDRIES’ and the Company’s own manufacturing facilities; and (10) the effect of political or economic instability, domestically or internationally, on the Company’s sales or production. For a discussion of the factors that could cause actual results to differ materially from the forward-looking statement in the following disclosure, see the “Risk Factors” section and elsewhere in the Company’s annual report on Form 10-K for the year ended December 27, 2008 and such other risks and uncertainties as detailed in the Company’s other SEC reports and filings. You are cautioned not to place undue reliance on forward-looking statements, which reflect management’s analysis only. The Company assumes no obligation to update forward-looking statements.

The Company expects AMD Product Company fiscal year 2010 depreciation and amortization expense to be in the range of $340 million to $370 million.

For financial reporting purposes, AMD consolidates the operating results of GLOBALFOUNDRIES Inc. in its results as of March 2, 2009 and created the Foundry segment as of the start of the fiscal year. “AMD Product Company” refers to AMD, excluding the operating results of the Foundry segment and Intersegment eliminations. Intersegment eliminations consist of revenues, cost of sales and profits on inventory between AMD Product Company and the Foundry segment. AMD is providing the financial information for AMD Product Company because it believes it is important for investors to have visibility into AMD’s financial results excluding the Foundry segment and Intersegment eliminations and to better understand AMD’s financial results absent the requirement to consolidate the financial results of GLOBALFOUNDRIES.

 

Item 8.01. Other Events.

On November 18, 2009, pursuant to the Indenture dated October 29, 2004, between the Company and Wells Fargo Bank, National Association, as Trustee (the “Indenture”), relating to the 7.75% Senior Notes Due 2012 (the “Notes”), the Company announced that it notified the holders of the Notes that on December 18, 2009 the Company will redeem all outstanding principal amount of the Notes (as of November 18, 2009, $390 million), at a redemption price of 101.938% of the principal amount outstanding plus accrued and unpaid interest, if any, on that principal amount to, but excluding, the redemption date. A copy of the press release is attached as Exhibit 99.2 hereto.

On November 18, 2009, the Company announced a proposed private offering of $500 million of senior notes to qualified institutional buyers pursuant to Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.3 hereto.

On November 18, 2009, the Company announced the commencement of a cash tender offer for up to $1,000,000,000 in aggregate principal amount of its outstanding 5.75% Convertible Senior Notes due 2012. A copy of the press release is attached as Exhibit 99.4 hereto.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Description

99.1

   Press Release dated November 17, 2009.

99.2

   Press Release dated November 18, 2009.

99.3

   Press Release dated November 18, 2009.

99.4

   Press Release dated November 18, 2009.


This excerpt taken from the AMD 8-K filed Nov 17, 2009.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

 

Item 8.01 Other Events.

On November 11, 2009, Advanced Micro Devices, Inc. (“AMD” or the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) and a Patent Cross License Agreement (the “Cross License Agreement”) with Intel Corporation (“Intel”).

This excerpt taken from the AMD 8-K filed Oct 23, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2009, Advanced Micro Devices, Inc. (the “Company”) filed a Current Report on Form 8-K stating that Craig A. Conway had been elected to the Company’s Board of Directors (the “Board”), effective September 27, 2009.

On October 20, 2009, the Board appointed Mr. Conway to the Board’s Compensation Committee and Nominating and Corporate Governance Committee, effective October 20, 2009.

Mr. Conway receives similar benefits the Company provides to non-employee independent directors for his Board and Committee service, which are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 18, 2009.


This excerpt taken from the AMD 8-K filed Oct 8, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 17, 2009, Thomas Seifert was appointed Senior Vice President and Chief Financial Officer of Advanced Micro Devices, Inc. (the “Company”), effective October 12, 2009 (the “Effective Date”). Pursuant to the terms of the offer letter dated as of September 1, 2009, between Mr. Seifert and the Company (the “Offer Letter”), Mr. Seifert’s annual base salary will be $525,000. Mr. Seifert is also eligible for an annual performance bonus under the Company’s Executive Incentive Plan in a target amount of 150% of his base salary, to be payable upon his achievement of certain performance goals and objectives to be determined by the Company’s Board of Directors. Mr. Seifert will also receive an option to purchase 250,000 shares (the “Shares”) of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the date of the grant. The Shares will vest over a 36-month period from date of grant: 33.3% on November 15, 2010 and then 8.3% every three months over the next 24 months, assuming Mr. Seifert’s continuous active service with the Company. In addition, Mr. Seifert will be granted 125,000 restricted stock units (the “RSUs”). Notwithstanding the vesting information contained in the Offer Letter, the RSUs will vest 33.3% on each of November 9, 2010, November 9, 2011 and November 9, 2012, assuming Mr. Seifert’s continuous active service with the Company.

Pursuant to a relocation expenses agreement dated as of September 3, 2009, between Mr. Seifert and the Company (the “Relocation Expenses Agreement”), and a sign-on bonus agreement dated as of September 1, 2009, between Mr. Seifert and the Company (the “Sign-On Bonus Agreement”), the Company will reimburse Mr. Seifert for certain relocation expenses incurred by Mr. Seifert and pay Mr. Seifert a one-time sign-on bonus of $150,000 in connection with his employment with the Company. In the event Mr. Seifert’s employment with the Company is terminated within 13 months of the Effective Date, Mr. Seifert will repay all such relocation expenses and the sign-on bonus to the Company. In the event Mr. Seifert’s employment with the Company is terminated after 13 months of the Effective Date but less than 24 months after the Effective Date, Mr. Seifert will repay all such relocation expenses to the Company and the sign-on bonus, less 8.33% of such relocation expenses and sign-on bonus for each full month of employment completed after the 12th month of employment.

Prior to joining the Company and from October 2008, Mr. Seifert served as Chief Operating Officer and Chief Financial Officer of Qimonda AG. From April 2006 to October 2008, Mr. Seifert served as Chief Operating Officer of Qimonda AG, and from 2001 to April 2006, Mr. Seifert served as Senior Vice President and General Manager of Infineon AG.

Copies of the Offer Letter, Relocation Expenses Agreement and Sign-On Bonus Agreement are attached hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference. The foregoing descriptions of the Offer Letter, Relocation Expenses Agreement and Sign-On Bonus Agreement are qualified in their entirety by reference to the full text of the agreements.

A copy of the press release announcing Mr. Seifert’s appointment is attached hereto as Exhibit 99.1.


ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Description

10.1    Offer Letter between Advanced Micro Devices, Inc. and Thomas Seifert.
10.2    Relocation Expenses Agreement between Advanced Micro Devices, Inc. and Thomas Seifert.
10.3    Sign-On Bonus Agreement between Advanced Micro Devices, Inc. and Thomas Seifert.
99.1    Press release dated as of October 8, 2009.


This excerpt taken from the AMD 8-K filed Sep 30, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


This excerpt taken from the AMD 8-K filed Aug 3, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


This excerpt taken from the AMD 8-K filed Jul 21, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


This excerpt taken from the AMD 8-K filed Jul 7, 2009.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


This excerpt taken from the AMD 8-K filed Apr 2, 2009.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.05. Costs Associated with Exit or Disposal Activities.
This excerpt taken from the AMD 8-K filed Mar 16, 2009.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

Advanced Micro Devices, Inc. (the “Company”) has received correspondence from Intel Corporation (“Intel”) related to the 2001 Patent Cross License Agreement between the Company and Intel (the “Cross License”). In this correspondence, Intel (i) alleges that the Company has committed a material breach of the Cross License through the creation of the Company’s GLOBALFOUNDRIES joint venture and (ii) purports to terminate the Company’s rights and licenses under the Cross License in 60 days if the alleged breach has not been corrected.

The Company strongly believes that (i) the Company has not breached the terms of the Cross-License and (ii) Intel has no right to terminate the Company’s rights and licenses under the Cross License. Under the terms of the Cross License, there is an escalating procedure for resolving disputes, and the Company has commenced the application of that procedure with respect to Intel’s purported attempt to terminate the Company’s rights and licenses under the Cross License. In addition, the Company has informed Intel that the Company maintains that Intel’s purported attempt to terminate the Company’s rights and licenses under the Cross License itself constitutes a material breach of the Cross License by Intel which gives the Company the right to terminate Intel’s rights and licenses under the Cross License Agreement while retaining the Company’s rights and licenses under the Cross License Agreement.


This excerpt taken from the AMD 8-K filed Mar 5, 2009.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

Item 3.02 Unregistered Sales of Equity Securities.

On October 6, 2008, Advanced Micro Devices, Inc. (the “Company”) entered into a Master Transaction Agreement (as amended on December 5, 2008, the “Master Transaction Agreement”) with Advanced Technology Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi and wholly owned by the Government of the Emirate of Abu Dhabi (“ATIC”), and West Coast Hitech L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“WCH”), acting through its general partner, West Coast Hitech G.P., Ltd., a corporation organized under the laws of the Cayman Islands, pursuant to which ATIC and the Company agreed to form a manufacturing joint venture, The Foundry Company, an exempted company to be incorporated under the laws of the Cayman Islands (“The Foundry Company”). The Foundry Company will manufacture semiconductor products and will provide certain foundry services to the Company and in the future to other third-party customers. On March 4, 2009, The Foundry Company changed its name to “GLOBALFOUNDRIES Inc.”

On March 2, 2009, the Company, ATIC and WCH consummated the transactions contemplated by the Master Transaction Agreement (the “Closing”). At the Closing, the Company contributed certain assets and liabilities to The Foundry Company, including, among other things, shares of the groups of German subsidiaries owning Fab 30/38 and Fab 36 (the “Dresden Subsidiaries”), certain manufacturing assets, owned real property, tangible personal property, employees, inventories, books and records, a portion of the Company’s patent portfolio and intellectual property and technology, rights under certain material contracts and authorizations necessary for The Foundry Company to carry on its business, in exchange for Foundry Company securities, consisting of one Class A Ordinary Share, 1,090,950 Class A Preferred Shares and 700,000 Class B Preferred Shares, and the assumption of certain liabilities by The Foundry Company. ATIC contributed $1.4 billion of cash to The Foundry Company in exchange for Foundry Company securities, consisting of one Class A Ordinary Share, 218,190 Class A Preferred Shares, 172,760 Class B Preferred Shares, $201,810,000 aggregate principal amount of Class A Subordinated Convertible Notes and $807,240,000 aggregate principal amount of Class B Subordinated Convertible Notes, and transferred $700 million of cash to the Company in exchange for the transfer by the Company of 700,000 Class B Preferred Shares of The Foundry Company to ATIC.

At the Closing, the Company also issued to WCH, for an aggregate purchase price of $124,700,000, 58 million shares of the Company’s common stock (the “Shares”) and warrants to purchase 35 million shares of the Company’s common stock (the “Warrants”) at an exercise price of $0.01 per share. The Warrants are exercisable after the earlier of (i) public ground-breaking of The Foundry Company’s planned manufacturing facility in New York and (ii) March 2, 2011, and the Warrants expire on March 2, 2019. In the Master Transaction Agreement, WCH represented to the Company that WCH was an “accredited investor” as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”), and the Company has relied on the exemption provided by Section 4(2) of the Securities Act from the registration requirements of the Securities Act with respect to the sale and issuance of the Shares and the Warrants to WCH.


In connection with the Closing, the terms of the €700,000,000 Term Loan Facility Agreement, dated as of April 21, 2004, as amended by amendment agreements dated October 10, 2006 and February 25, 2009, among AMD Fab 36 Limited Liability Company & Co. KG (“AMD Fab 36 KG”), certain affiliates of AMD Fab 36 KG (collectively, the “Fab 36 German Companies”), the banks and financial institutions party thereto as Mandated Lead Arrangers or Lenders, Dresdner Bank AG in Berlin, as Security Agent and Reporting Agent, and Dresdner Bank AG, Niederlassung Luxemburg, as Facility Agent (collectively, the “Facility Agreement”) and related agreements were amended to allow for the transfer of the Fab 36 German Companies (including the Facility Agreement and related agreements and the indebtedness outstanding thereunder) to The Foundry Company, whose financial results will continue to be consolidated in the Company’s financial statements.

In connection with the Closing, the Company also amended the terms of its Guarantee Agreement, dated as of April 21, 2004, as amended by amendment agreements dated October 10, 2006 and February 25, 2009, among the Company and The Foundry Company, as guarantors, AMD Fab 36 KG, as Borrower, Dresdner Bank AG in Berlin, as Security Agent, Dresdner Bank AG, Niederlassung Luxemburg, as Facility Agent, and AMD Netherlands Technologies BV, a subsidiary of The Foundry Company (the “Guarantee Agreement”). Pursuant to the Guarantee Agreement, the Company and The Foundry Company are joint guarantors, including with respect to the amounts payable by AMD Fab 36 KG under the Facility Agreement and the related agreements. However, if the Company is called upon to make any payments under the Guarantee Agreement, The Foundry Company has separately agreed to indemnify the Company for the full amount of such payments. The Company must continue to comply with the covenants set forth in the Guarantee Agreement, including specified adjusted tangible net worth and EBITDA financial covenants if group consolidated cash declines below the following amounts:

 

Amount
(in millions)
   if Moody’s
Rating is at
least
        if Standard & Poor’s Rating
is at least
$500    B1 or lower    and    B+ or lower
425    Ba3    and    BB-
400    Ba2    and    BB
350    Ba1    and    BB+
300    Baa3 or better    and    BBB-or better

Pursuant to the Facility Agreement and the Guarantee Agreement, for as long as the Company consolidates the operations of The Foundry Company for financial reporting purposes, any group consolidated cash requirements will be considered on a consolidated basis, including both the Company’s and The Foundry Company’s cash, cash equivalents and short-term investments.

At the Closing, the Company, ATIC and The Foundry Company also entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”), a Funding Agreement (the “Funding Agreement”), and a Wafer Supply Agreement (the “Wafer Supply Agreement”), the material terms of each of which are summarized below.


This excerpt taken from the AMD 8-K filed Jan 21, 2009.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 16, 2009, the Compensation Committee of the Board of Directors of Advanced Micro Devices, Inc. (the “Company”) approved across-the-board reductions to annual base salaries, including the annual base salaries of all named executive officers, effective as of February 1, 2009. The reductions and new annual base salaries of the named executive officers are as follows: (i) Dr. Hector de J. Ruiz, the Company’s Executive Chairman, 20% reduction to $899,200; (ii) Mr. Derrick Meyer, the Company’s President and Chief Executive Officer, 20% reduction to $720,000; (iii) Mr. Robert Rivet, the Company’s Executive Vice President, Chief Operations and Administrative Officer and Chief Financial Officer, 15% reduction to $552,500; and (iv) Mr. Thomas McCoy, the Company’s Executive Vice President, Legal, Corporate and Public Affairs, 15% reduction to $462,400. Because annual bonus targets are a percentage of annual base salary, the across-the-board reductions, in effect, will also result in a reduction of fiscal 2009 annual bonus payments, if any.

Dr. Ruiz and Mr. Meyer each signed amendments to their respective employment agreements to effect the reduction. A copy of the amendment agreement between the Company and Dr. Hector de J. Ruiz is attached hereto as Exhibit 10.1 and incorporated herein by reference. A copy of the amendment agreement between the Company and Mr. Derrick Meyer is attached hereto as Exhibit 10.2 and incorporated herein by reference. The foregoing descriptions of the amendment agreements are qualified in their entirety by reference to the full text of the agreements.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.

  

Description

10.1    Amendment 2 to Amended and Restated Employment Agreement between Advanced Micro Devices, Inc. and Hector de J. Ruiz, dated as of January 20, 2009.
10.2    Amendment to Employment Agreement between Advanced Micro Devices, Inc. and Derrick Meyer, dated as of January 20, 2009.


This excerpt taken from the AMD 8-K filed Jan 16, 2009.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.06. Material Impairments

On December 29, 2008, Advanced Micro Devices, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) stating that the current carrying value of its goodwill, which the Company had recorded as a result of its October 2006 acquisition of ATI Technologies Inc. (the “ATI Acquisition”), was impaired. In addition, the Company stated in the Original Form 8-K that it would perform an analysis to identify whether there was also potential impairment of any of the remaining identifiable intangible assets acquired in the ATI Acquisition. At the time of filing of the Original Form 8-K, the Company was unable to provide a reasonable estimate of the amount or range of amounts of either impairment charge. The Company is filing this Form 8-K/A to amend the Original Form 8-K to update the disclosure therein under Item 2.06.

On January 13, 2009, the Company determined that the goodwill impairment charge related to the ATI Acquisition would be approximately $622 million. In addition, the Company concluded that approximately $62 million of the current carrying values of certain acquired identifiable intangible assets was impaired. The Company will not be required to make any current or future cash expenditures as a result of these impairments. These impairment charges will be reflected in the Company’s financial statements as of and for the fiscal quarter and year ended December 27, 2008.


This excerpt taken from the AMD 8-K filed Jan 15, 2009.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01 Entry into a Material Definitive Agreement.

On October 6, 2008, Advanced Micro Devices, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) describing the Master Transaction Agreement by and among the Company, Advanced Technology Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi and wholly owned by the Government of the Emirate of Abu Dhabi (“ATIC”), and West Coast Hitech L.P., an exempted limited partnership organized under the laws of the Cayman Islands, acting through its general partner, West Coast Hitech G.P., Ltd., a corporation organized under the laws of the Cayman Islands (the “Master Transaction Agreement”), pursuant to which ATIC and the Company will form a manufacturing joint venture, The Foundry Company, an exempted company to be incorporated under the laws of the Cayman Islands (“The Foundry Company”). The Original 8-K also described the form of Shareholders’ Agreement (the “Shareholders’ Agreement”) by and among the Company, ATIC and The Foundry Company, the form of Funding Agreement among the Company, ATIC and The Foundry Company (the “Funding Agreement”), and the form of Wafer Supply Agreement between the Company and The Foundry Company (the “Wafer Supply Agreement”), each to be entered in connection with closing of the transactions contemplated by the Master Transaction Agreement.

On October 22, 2008, the Company filed an amendment to the Original 8-K on Form 8-K/A (the “Original 8-K/A”) to attach each of the Master Transaction Agreement, the form of Shareholders’ Agreement, the form of Funding Agreement and the form of Wafer Supply Agreement as exhibits to the Original 8-K.

The Company is filing this Form 8-K/A to further amend the Original 8-K by replacing the form of Wafer Supply Agreement that was attached as Exhibit 10.4 to the Original 8-K/A with the form of Wafer Supply Agreement attached as Exhibit 10.1 hereto.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

  

Description

10.1*    Form of Wafer Supply Agreement by and between Advanced Micro Devices, Inc. and The Foundry Company.
 
  * Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.


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