As filed with the Securities and Exchange Commission on: May ___, 1996
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADVANCED MICRO DEVICES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-1692300
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
ONE AMD PLACE, SUNNYVALE, CALIFORNIA 94088-3453
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ADVANCED MICRO DEVICES, INC. 1996 STOCK INCENTIVE PLAN
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(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
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(408) 732-2400
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock, $.01 par value 6,500,000 $17.375(1) $112,937,500 $38,944
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(1) Estimated solely for the purpose of determining the registration fee, computed in accordance with 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
May 24, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus with respect to each plan for which this Registration Statement is
filed is omitted from this Registration Statement in accordance with Rule 428
under the Securities Act of 1933 and the note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
a. Annual Report on Form 10-K for the fiscal year ended December 31,
1995, filed pursuant to Section 13 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
b. Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, Current Reports on Form 8-K dated January 5, 1996, January 10,
1996, January 12, 1996, January 17, 1996, April 1, 1996, and April 9, 1996.
c. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed September 14, 1979, under Section
12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement, and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law provides for the indemnification of
officers and directors under certain conditions. The Bylaws of the Registrant
permit indemnification to the maximum extent permitted by Delaware law. In
addition, the Registrant is bound by agreements with certain of its directors
and officers which obligate it to indemnify such persons in various
circumstances. The Registrant has in effect a director and officer liability
insurance policy indemnifying the Registrant and the officers and directors of
the Registrant and officers and directors of the Registrant's subsidiaries
within a specific limit for certain liabilities incurred by them, including
liabilities under the Securities Act of 1933. The Registrant pays the entire
premium of this policy. The Registrant's Certificate of Incorporation contains
a provision which eliminates the personal liability of directors of the
Registrant for monetary damages for certain breaches of fiduciary duty, as
permitted by Section 102(b)(7) of the Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 13(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
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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 25th day of April, 1996.
ADVANCED MICRO DEVICES, INC.
By /s/ Marvin D. Burkett
___________________________________
Marvin D. Burkett
Senior Vice President
Chief Financial and Administrative
Officer and Treasurer
Power of Attorney
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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.
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
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/s/ W.J. Sanders III
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W.J. Sanders III Chairman of the April 25, 1996
Board and Chief
Executive Officer
(Principal Executive
Officer)
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Signature Title Date
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/s/ Richard Previte Director, President April 25, 1996
- ----------------------- and Chief Operating
Richard Previte Officer
/s/ S. Atiq Raza Director, Vice April 25, 1996
- ------------------------ President and Chief
S. Atiq Raza Technical Officer
/s/ Friedrich Baur Director April 25, 1996
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Friedrich Baur
/s/ Charles M. Blalack Director April 25, 1996
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Charles M. Blalack
/s/ R. Gene Brown Director April 25, 1996
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R. Gene Brown
/s/ Joe L. Roby Director April 25, 1996
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Joe L. Roby
/s/ Leonard Silverman Director April 25, 1996
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Leonard Silverman
/s/ Marvin D. Burkett Senior Vice April 25, 1996
- --------------------------- President, Chief
Marvin D. Burkett Financial and
Administrative
Officer and
Treasurer (Principal
Financial Officer
and Principal
Accounting Officer)
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EXHIBIT INDEX
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Exhibit
No. Exhibit Name
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5 Opinion of Counsel; Bronson, Bronson & McKinnon LLP
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 Advanced Micro Devices, Inc. 1996 Stock Incentive
Plan
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